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Beth folded the last of Judith's clean laundry, checked on the sleeping baby one more time and decided she would finally go clean herself up before turning in for the night. Her mind kept going back to her talk with Rick, and she was afraid she had overstepped some boundaries. She didn't want to seem judgmental or controlling, but she could see such a change in Carl's attitude and then with Judith seeing her as her mother, she couldn't help but worry.

As far as Carl was concerned, she knew that everything had changed in the world around him, and with what he had seen and had to do, it went without saying he himself would change. But lately, he seemed to be growing colder and distant. She worried that if he went too long without someone pulling him back, he might end up a danger to himself and the group as a whole. She had tried talking to him, but that seemed to annoy him. Beth hoped that if Rick spoke to him, he might get through.

And she did panic a lot when Judith mumbled her first word. Part of her felt so happy and proud that the beautiful baby thought of her as her mother. It made her feel as though she had been doing a good job and that the girl felt safe and happy when Beth was around. She had always planned on being a mother, she just assumed that the first child to call her mama would be that she had given birth to.

Beth grabbed a tank top and a pair of shorts along with the towel she'd tossed at the end of her bed and after checking in on Judith one more time, headed off to the bathroom the group used most often. She rubbed her back and winced. Between carrying Judith around and bending over doing the laundry, her back was killing her. She longed for a nice big bath filled with hot water in which she could just soak for an hour or so. Alas, she had to make due with what they had available.

"Judith's asleep?" Rick asked as he leaned on the railing overlooking the area below them.

"Yeah." Beth caught her breath. She hadn't seen him standing there, the hall outside the cells being relatively dark. "You scared me."

"Sorry." he turned around and to face her.

"It's fine." she muttered. "I need to apologize for earlier, too." she might as well get this over with. "I just..."

"Wanted to help." Rick interrupted her. "I know you meant well."

"I did." she nodded, moving to join him by the railing.

"You were right." he sighed. "I've been so busy trying to keep us all safe..."

"And we appreciate it." Beth was quick to let him know.

"I'm gonna talk to Glenn, Daryl and Hershel in the morning." he informed her. "You are right and I should be spending some more time with my kids."

Beth didn't say anything. Of course it made her feel good to hear that she was in fact right, but she didn't think it would be a good idea to gloat about it. To hear that he would spend more time with the kids was good enough. She could do a little victory dance later before she went to bed.

Rick looked behind him and could see Carol's outline in her bed and realized that those who weren't on watch were up there and trying to sleep. "Could I talk to you down stairs?" he asked. "Unless you're busy."

"Sure, we can talk." she nodded. It seemed like he needed to talk and she wanted to be of help. Help beyond changing diapers. She followed him down to sit at the table where they gathered for their meals. She took a seat and watched as he paced around the room.

"I wasn't around when all this started." he began, not stopping his constant pacing around.

"Lori mentioned that." Beth replied quietly. "She said you'd been shot..."

"Yeah." He thought about stopping there, suddenly finding that he didn't want to talk. But, he knew it was best to talk, to get exorcise himself of some the ghosts that had been clinging to him. And since he didn't know Beth that well, she seemed the ideal person to talk to. "When I woke up, there were walkers everywhere."

Those initial feelings of fear and confusion came back to him. He remembered stumbling around desperately trying to make his way to his home only to find it empty, Lori and Carl nowhere to be found. The feeling of being alone and scared still woke him at night before he remembered that he had a whole new family surrounding him. He took comfort in knowing that he wasn't alone anymore.

"I wasn't there to protect Lori or Carl." he began talking again after taking a moment to get his emotions under control.

"Is that why you want to protect all of us?" Beth asked, feeling rather stupid for not seeing it before. "Because you couldn't be there at the beginning?"

"A man is supposed to protect his family." he explained. "Instead of me protecting them..."

"Shane." Beth muttered. She had heard the arguments and knew a lot more than she felt she should about all of that.

Rick simply nodded. "I don't know why I'm telling you all of this." he gave a small laugh.

"Because you don't know me very well." Beth answered for him. "If you try to talk to someone who knows you too well, it sometimes just doesn't work the same as talking to a stranger. Or someone who's practically a stranger."

"Been there, huh?" he asked as he took a seat across the table from her.

"Back at the farm." she nodded. "When.." she took a deep breath. "When I tried to kill myself. I couldn't talk to daddy or Maggie, but I was able to talk to Lori."

Rick leaned back in his chair and began drumming his fingers on the table. He could tell she didn't like bringing up that bit of her past, but she understood what he meant. He'd gotten to know the others pretty well, but with her always tucked away taking care of the baby and doing all of the cooking and cleaning, they'd not yet gotten the chance. Talking to her now, he felt that was a shame.

They sat in companionable silence for a few minutes and it was only broken when Judith's cries reached them from the floor above.

"I should go see to her." Beth said as she got to her feet, the shorts she'd been carrying falling to the ground.

"You go get ready for bed." Rick said. "I assume that's why you're carrying those around." he smiled.

"Yeah." she nodded. "But I can get her..."

"I can do see what she needs." Rick assured her.

"Her diaper." Beth informed him.

"Huh?"

"That's her dirty diaper cry." she explained.

"Oh well, okay then." he started up the stairs behind her. "I can handle a diaper change."

"Everything is there in my cell by her playpen." Beth told him as she turned to head for the bathroom.

"Thanks, Beth." he said. "Thanks for everything."

Beth just smiled in response and watched as he quickly headed off to her cell to see to the crying baby, hoping not to wake anyone. She felt good about what had happened that day. She'd gotten up the courage to talk to him about Carl and Judith, and then the talk they'd just had. She felt like they'd both made some progress. It was a good day.