Running. All they had been doing was running. No matter where they ran or how far out they headed it would never be far enough. Like a bloodhound with a scent, the Governor would track them all across the entire state of Georgia until he had hunted down each and every last one of them, intent on wiping their group from the face of the planet.

It had been weeks now. One day bled into the next, making the tracking of time virtually impossible. But so long as they kept running, kept one step ahead of the psychotic bastard on their tail, they were alive. They had a chance to stay that way. They lived to make it to the next day.

The morning they had fled the prison it had been cold and desolate. The Governor had rolled in with his tanks, guns blazing as he declared war on the people living there. The madman had taken particular delight in killing the Woodbury people first. Every last man, woman and child who had blindly believed that he could offer them a taste of the old life before the walkers were the first to go. He corralled them into a corner and systematically mowed them down one by one. There had been nothing Rick or the others could have done to save the former Woodbury residents. The core group from Atlanta along with the Greene family had barely managed to make it out of the prison alive as it was. The warrior Michonne also succeeded in escaping the Governor and his men. The group had gathered whatever they could lay their hands on and piled into Hyundai and an old truck, and with Daryl on his bike leading the caravan the survivors of the prison had fled in search of safer, greener pastures.

Pastures where the threat of the Governor was no more than a distant memory of a horrific past they had survived. The only thing that had kept them alive was their automatically ability to fall back into the survival patterns they had forged over the winter past.

After running non-stop for so many days on end everyone was utterly exhausted. Cramming all their people into a too-small truck and a soccer mom car had resulted in fuses running very short. Squabbles started over the smallest issue. The adults had regressed to children bickering over the tiniest issue. The cries and screams of teething baby Judith only exasperated the volatile situation. Even Daryl had not been immune to the air of tension surrounding the fleeing group. His solitary position on his bike as the lead of the caravan kept him out of the cars and away from the ruckus, but he still had to deal with the generally short-tempered members of the group when they sought shelter for the night.

A combination of sleep-deprivation, coupled with minimal food and keeping in a constant state of vigilance was finally taking its toll on every single person there. They were at their collective breaking points with no end in sight to the living nightmare they wandered through each day. They were short on food, time and patience. A powder keg of ingredients that when ignited would lead to one hell of an explosion.

The prison survivors were dead on their feet and in desperate need of a reprieve, if only from each other for one night. Yes, they were family and they were all they each had left in the world. They would kill and die for one another, but sometimes even the strongest family needed a vacation from themselves.

The day was setting into dusk when their caravan coasted a hill on the outskirts of the state limit and found an abandoned hotel nestled at the base of the incline. Everyone was thrilled to say the least with the discovery. The promise of finally spending a night on a mattress instead of the cold ground of the woods or the cramped seats of the vehicles was a welcome thought to all. The desolate air of foreboding that had settled amongst the remaining members of the group lifted instantly as the three storey building came into view.

A wooden sign hanging from rusty chains proclaimed their home for the night as 'The Walk-On Inn'. That was fitting.

Daryl couldn't hide his snort of amusement when he rode past the sign. Might as well have called this death trap 'The Walker Inn'.

The building was ugly to say the least. The once stately dwelling had definitely seen better days. Rotting shutters hung limply against the bare windows, the yellow paint peeling away in large globs. The surrounding gardens were overgrown and shaggy, making the entire place look eerie. A rusty swing set stood to the side of the building. One of the chain's supporting the seat had broken, leaving the plank of wood still attached dangling haphazardly towards the ground. A breeze caught the swing, pushing the seat back and forth and filling the air with the haunting music of chain link rubbing together.

It was like something straight out of a B-grade horror movie. All they needed was for clouds to roll in and a crack of lightening to illuminate the sky and the picture would be complete.

The group approached the building with caution. Just because it looked uninhabited by the living didn't mean the dead hadn't taken up residence. With the state of the world now, there was every possibility that the last guests to check into this hotel had never checked out.

This latest find had the potential to be the ultimate roach hotel. But instead of black insects scurrying around to find shelter in a darkened corner the bugs would be larger and more disease ridden; harbingers of death instead of salmonella and streptococcus. And they wouldn't scurry from the light. They would shuffle towards it in search of a living, breathing being they could rip apart piece by blood-soaked piece.

From the looks of the place it was impossible to tell if it had simply fallen into disrepair due to the lack of staff around to sweep the cobwebs from the windows or if it had been abandoned long before the Nixon administration was around.

Daryl was off his bike, his crossbow raised ready to provide cover before the rest of the caravan had even pulled to a stop. Looking over at Rick for confirmation, the hunter waited for the former cop to slide out of the truck before scouting the perimeter together. Despite the tension that had slowly been eating away at the group's moral, they would not approach an unknown variable such as this hotel alone. Maggie and Glenn exchanged a look and took off in the opposite direction. Rick and Daryl headed left, Maggie and Glenn headed right. Both groups would meet on the other side of the building once the perimeter was deemed clear.

The previous winter on the road together had given birth to a non-verbal language between the members of the group.

The light faded quickly as Rick and Daryl silently moved around the large building. By the time the two men met up with Glenn and Maggie on the other side a trail of rotting corpses was littered around the outskirts of the hotel, forming a crude barrier that resembled a morbid ring around the rosie. The stench of the dead would mask the scent of the living, at least for one night.

Walkers were good for something after all is seemed.

A set of double French doors hung open on the back porch like an invitation to enter. The wooden doors banged lightly against the outside walls; their movement spurred on by the early evening breeze. The curtains from inside had made their way outside, rising and falling like white waves on the ocean. It looked like whatever had been inside made its way outside…hopefully.

Rick held a finger to his lips, urging the small group to move with practiced stealth. The group of four moved as one with trepidation through the threshold and into the hotel. Rick took point, with Glenn and Maggie flanking him while Daryl brought up the rear.

The first thing to hit them was the stench of death. The acrid smell hung heavily in the air of the lobby they found themselves now standing in. Daryl moved to scope out the lobby counter. Upon closer inspection, he found the source of the smell. What was left of the once hotel manager lay crumpled and decaying on the ground. The walkers had stripped too much of this man's body for him to return from the dead. In this world, that was a small blessing at least. Without speaking, Rick and Glenn picked up the carcass and hauled it outside.

The second thing to hit the scouting group was the décor of the lobby. For a moment, Daryl thought they had somehow stepped through the backdoor and into another time. If the outside looked like a scene from a classic horror movie, the inside looked like something straight out of Bewitched. The wallpaper featured large yellow flowers trailing up the walls. The couches, while still in relatively good condition, were tweed and most definitely original fixtures. But it wasn't a themed place. The owners must have built it and kept everything original from the first day it opened. The only thing proclaiming the hotel was actually a part of the 21st century was a laptop covered in dust sitting on top of the lobby counter.

The group moved systematically through the ground floor of the hotel before continuing their sweep to the upper levels. There were no walkers to be found inside at all. The corpse of the manager had been their only discovery of death inside the building.

The cockroaches had checked out after all it seemed.

Rick moved to the front entry way and whistled to the rest of the group. Despite their exhaustion, they fell into their well-practiced survival patterns from the previous winter as if no time had passed. One by one the members of the group trickled into the building.

Carl slinked though the doorway first; his gun drawn and ready to shot down any threat the others may have missed. Carol came next, carrying a thankfully sleeping Judith tightly swaddled in a pink blanket. Hershel - still getting used to the freedom his newly acquired prosthetic leg afforded him -followed. The youngest Greene daughter walked alongside her father; her head darting about searching for potential threats. Michonne brought up the rear of the odd collection of survivors, her katana drawn and ready for action. Once she had stepped across the threshold, the silent woman turned and closed the doors behind her, going so far as to bolt the lock and slide the chain across for good measure.

"What?" she asked when she turned around, noticing the curious looks the rest of the group were giving her. "You want a wake-up call by walker at 6am?"

"If we do have company, I don't think a privacy chain will hinder their entry much," Hershel chuckled, clutching a weary-looking Beth to his side.

Michonne shrugged her shoulders, allowing her own chuckle to escape. "Probably not, but I for one am not taking that chance."

"We could always turn the 'No Vacancy' sign on," Glenn offered with a smirk, jumping up to sit on the counter top, his feet dangling lazily in the air. Maggie stepped into the space between his legs and reclined, allowing herself to be supported simultaneously by the desk and her fiancé.

The entire group laughed wearily at Glenn's joke. They were too tired to muster anything more than that for the young man trying to lift their spirits. Carl took his cue from Michonne's actions and closed the double doors at the rear of the room, but the doors had been hanging open for too long and had become warped and bent while exposed to the elements. After a moment of pushing and shoving, Carl managed to coerce both doors back into place. But all it did was create a barrier from the cold night's air. If a walker did press against those doors they would probably shatter into a million tiny splinters. Rick moved with his teenage son, helping the young man slide a large armoire across and blocking the entry way.

"Michonne's right," Rick started, wiping his hands on his jeans. "We can't be too careful."

Daryl glanced around at the assembled faces. It was clear the lot of them were at their breaking points. Carol in particular looked dead on her feet. She had been riding with Rick, Carl and the baby for the last few days. Daryl would have preferred her quiet company with him on the bike, but Rick had needed a buffer between him and his pissed-off son, so Carol had gotten shoved right in the middle of the Grimes family dispute.

The bickering between father and son did not look like it had abated any since he saw her at breakfast that morning. Carl had thrown a particularly bad tantrum and stormed off into the woods alone. The kid had made his way back within ten minutes, but not before Daryl had heard a string of curse words escape the young man's mouth. The younger Dixon had actually been impressed with some of the language to make its way out of Carl's mouth. Aside from Merle, he had never hear the word 'fuck' used so much in such a short amount of time.

Rick cleared his throat, drawing Daryl out from his thoughts and back to the conversation at hand.

"Now we got lucky finding this place," Rick started, his gaze moving to each member of the group in turn. "But we shouldn't confuse luck with complacency. We still need to keep our guard up here. Daryl, Glenn, Maggie and I have already made a clean sweep of this building. We didn't find any walkers inside, but that doesn't mean we don't tread lightly. Keep your guard up and stay in pairs tonight, understand?" Rick's gaze moved from face to face as he took in their nods of agreement. "I know we've got the luxury of beds, but that don't mean we drop our guard. We cannot afford to take risks anymore."

The Sheriff's Deputy sighed, raking a hand over his tired face. "First off, we need food. Something…anything. Check the rooms, see what you can find."

"So," Maggie drawled from her position against Glenn. "This is a mints on the pillows run then?"

Rick snickered at the younger woman. "Frankly, at this point in time I'd settle for sucking the chocolate from an old wrapper. But anything you can find. There's gotta be a kitchen 'round here somewhere. You and Glenn take Carol and check it out." The lawman turned his attention to Carol. "That ok with you?" he asked.

"Of course." Carol nodded her head wearily and moved across the room, delivering the still-sleeping Judith into Hershel's outstretched arms. The baby stirred at the movement, but thankfully did not wake. She nestled deeper into her new bed against Hershel's chest and sighed contentedly.

"Alright then," Rick smiled softly across the room towards his sleeping daughter. "For the moment, the rest of us will stay here. See what you can find that's still of use. Blankets, medical supplies, anything. Whatever you can find bring it back to this central location. There's gotta at least be peanuts and chips in the minibars."

"And booze," grinned Glenn, pushing himself from the counter to land softly on his feet behind Maggie.

Daryl snorted. "Don't you remember what happened last time you got shit-faced?" he asked, thinking of that night at the CDC. The hangover that Glenn experienced the following morning was still joked about within the group to this day.

The younger man would never live that night down.

Rick chuckled, his shoulders shaking lightly at Daryl's barb. "Glenn's right, there should be alcohol. This place doesn't look like it's been looted yet. The mini bars should still be stocked. Grab whatever you find. It'll always come in useful. Beth and Carl, you're on watch. Carl, you take the front. Beth," Rick pointed to the youngest Greene daughter, "you take the back. Either of you seen anything, you raise the signal."

Both teenagers nodded their understanding and proceeded to their appointed stations. Despite Rick and Carl not seeing eye-to-eye lately, the kid had enough common sense to follow an order to protect the group when it was issued. Carl would do whatever it took to protect his baby sister.

The small group scattered, each moving towards their appointed task. Hershel sat down on one of the yellows couches, Judith still sleeping happily in his arms. It went without saying now that whoever had the baby was to stay out of the fray. Carol followed Glenn and Maggie as the young couple disappeared further into the depths of The Walk-On Inn, searching for a miraculously fully-stocked kitchen that could be their salvation for the evening. He had heard Glenn murmur something to Maggie about him being the one to clear the kitchen when the group checked the hotel earlier. Obviously he would lead the women back to it without trouble. Carol passed by Daryl as she left the room, giving the hunter a tired smile and a comforting squeeze on the arm as she passed.

His eyes followed her as she walked away from him, watching the trio migrated down a dimly lit hallway to round a corner and disappear from his sight. Daryl didn't know when exactly it had happened, but he had started watching Carol's movements like a hawk and he had no intention of stopping anytime soon.

They had all lost so much already, he wasn't prepared to lose anything else.

Rick, Michonne and Daryl dispersed, worked quickly gathering what they could from the rooms. Within the space of half an hour a large pile of blankets, snack food and alcohol bottles was amassed on a coffee table in the centre of the lobby. They only brought out the items they intended to take with them when they hit the road in the morning. If the Governor did make an appearance during the night it would be easier to grab their supplies from one location rather than scatter through the rooms searching for things when they should have been fleeing.

Daryl had managed to find several small Southern Comfort bottles amongst the items pilfered from the ground floor mini-bars. He had snuck them inside his vest and away from the others. He was all for sharing, but the last few weeks had been extremely stressful and Daryl figured he deserved a quiet drink by himself tonight. The half-full pack of cigarettes he found amongst the abandoned possessions in one room added to his stash of luxuries for the evening.

Who knew when he'd get the chance to saver a smoke again?

The hunter was depositing a final armload of blankets to the pile of supplies when Maggie and Carol returned from their own scavenging mission. The grins on the women's faced announced their victory without a single word spoken. But the duo had been a trio when they had started out.

"Where's Glenn?" Daryl frowned, waiting for his answer. There was no way Maggie would be grinning like that if something had happened to her man.

"Right here," Glenn announced, appearing behind the women. He was pushing a room service cart covered with a white tablecloth. "Dinner is served," he said with a flourish of his hand, whipping the cloth away from the cart to reveal the contents beneath.

The thing was laden with an assortment of food. Hot food, Daryl realised upon closer inspection as he moved towards the cart. He stomach rumbled when he laid eyes on the feast.

"Carol found a propane stove in back," Maggie said gleefully, clapping her hands like an excited child. "Still working and all. We even got some dessert too," she announced, holding out a large box of foil wrapped chocolates.

The mints on the pillow run had been successful after all.

"It's not much, but we need a hot meal after so many nights on the road." Carol shrugged her shoulders at Maggie's fawning.

The smell of the hot food beckoned the group back together without an announcement needing to be made. They found positions around the room, reclining against walls when seats were occupied, savouring their feast in silence. This had been the most food available to them since they fled the prison. Daryl's eyes travelled to each person as he chewed on a mouthful of pasta. For the first time in days, everyone was smiling. Whether it was tired and weary or a full-blown grin, everyone looked happy and at ease. The discovery of the hotel had lifted an invisible weight from their combined shoulders. It felt good to be safe, at least for tonight. A good night's sleep and a full belly was exactly what they all needed right now.

Once the food was demolished the group started breaking off to find their rooms for the night. Even though everyone was looking forward to some much needed space after surviving for weeks in such close quarters, the majority of the group chose to stay in the ground floor rooms. Daryl grabbed a portable lantern and walked towards the stairs, intent with bunking down somewhere on the top floor. He didn't remember who was on watch tonight, but Daryl figured he's keep watch unofficially for a spell. Couldn't hurt none.

Plus, he needed some distance from them all, if only for one night.

Rick was standing near the base of the stairs holding a still-sleeping Judith in his arms when Daryl approached. The redneck jerked his chin upwards in the direction of the staircase. "I'm gonna take a room up top. Keep an eye out." Better vantage point from up there if Phillip decided on paying them all a surprise visit in the dead of the night.

Rick gave the hunter a surprised look. "Glenn and Maggie are takin' watch tonight. You should rest brother."

Daryl snorted. "You puttin' those two on watch again together? You know they ain't gonna be watchin' the horizon."

The cop chuckled, Judith bouncing lightly in his arms with the action. "They'll be fine." Rick returned his attention to his sleeping daughter. "Give Glenn some credit," he cooed down at the baby.

"Ain't Glenn I'm worried about here," Daryl said with a smirk, turning to take the staircase two steps at a time.

He knew Glenn and Maggie wouldn't drop the ball when it came to something like this, but he was still planning on keeping his own watch with the small bottles of Southern Comfort he'd found to keep him company. Sitting in a comfortable room with a pack of cigarettes and some bottles of liquor to warm him on a night like tonight sounded like one hell of a good idea.

"Daryl?" Rick called up the stairs, halting the hunter in her tracks. The younger Dixon turned to find Rick standing at the base of the staircase looking up at him. The corner of Rick's mouth was tugging up, threatening to let a smile escape. "I cleared the top floor earlier. If you're intent on stayin' up there, take Room 305. Top of the landing, first door on the right." The lawman pointed his chin in the general direction as he spoke, the smile becoming more pronounced on his face. "It's…got a great view. Largest window in the place that faces out to the road. Anyone rolls up, you'll be the first to know."

Daryl thought for a moment, processing the new information. "You know where to find me." He nodded his head in thanks before continuing his assent.

Rick's chuckling drifted up the steps. "Sweet dreams brother."

What was that supposed to mean? Daryl couldn't figure out why Rick had been trying to hide a smile from him. What could be so damn funny with this room anyway?

Reaching the top floor, Daryl turned to the right as instructed and easily found a door bearing brass plates numbering '305'. Must be the place. Bracing himself, he twisted the doorknob and cautiously pushed the door open. He didn't know what he'd been expecting to find within, but it sure as shit hadn't been this.

Author's Note: Thanks for reading the first chapter in what will be two chapter offering. It was written in response to a prompt from SOA Loving Mom's 4theloveofcaryl Tumblr. If you haven't seen it the prompt involved a photo of Daryl and Carol together in a room. The one-shot had to be set at a hotel and include the other members of the group, but other than that you had free rein. Kaye graciously permitted me to make this a two-shot since the story was getting longer and longer than I ever intended it to be. But lately I can't seem to deliver short offerings. Don't ask me why that is because I've got no explanation for it. I tried to reel it in, really I did, but it kept pulling me further and further out to sea.

Coming soon to a fanfiction site near you: Chapter 2…