Disclaimer: I do not own The Walking Dead.

a/n: I guess from now on in, I will be steering away a bit off canon, and going a little more AU, although the main plot of the story will remain mostly the same. Also, I have moved the first little scene with Beth from a later episode to here, as I felt it fitted in better in regards to my story line. Some of the dialogue I have altered, I didn't really feel happy just quoting directly from the series.


...

They hadn't been back at the prison for at least twenty whole minutes before it had all massively kicked off. Carol had walked into the cell block with Daryl at her side, Rick just in front and Merle trailing along behind, when she heard rather than saw Glenn slam angrily out of his cell. His face was contorted with a wild fury that Carol had never seen before, and he had almost leaped across the floor, slamming into Merle, almost knocking the man off his feet.

"What the hell is he doing back here again?"Glenn yelled as his hand curled into a tight fist and smacked sharply across the older man's jaw. Merle stepped back a pace, raising his hand to swat at his face. Glenn punched at him, his fist connecting solidly, and Carol watched aghast as Merle's face spilled with fresh blood, feeling a horrified stunned shock flood through her.

Maggie's voice, loud and shrill echoed across to them, "Leave him Glenn, just stop this!" the sound of her feet urgent as she flew down the stairs. "He isn't worth it!"

Glenn raised his hand again, but this time Merle blocked it with his prosthetic arm, his hand coming out and grabbing at the younger man's shirt, twisting it and shoving at the Asian roughly, almost pushing him off his feet and slamming him firmly against the wall. "Don't you touch me boy, don't you fuckin' touch me!" Merle's face was contorted in rage and he spat at the younger man as he thrust his chin out at him. He smacked his prosthesis at the wall above Glenn, dodging his head neatly to the side as Glenn tried to headbutt him. "Sneaky lil fuck," Merle shouted.

Carol tore her gaze from them, and stared bleakly across to the dark ebony woman keeping her distance in the background. She was stood casually leaning against a table, the katanna in her hand pointed blade first to the ground. Her dark eyes were cold and dispassionate, and she dismissed Carol with a curt glance, turning her head as she caught sight of the question in Rick's eyes, "This isn't my quarrel."

Rick palmed his hand swiftly across his brow and spun abruptly from her to Merle, stepping forward as Daryl pushed past him, the hunters hand snatching and grabbing at his brothers shirt. "Merle, c'mon," he hissed, "Don't do this."

Carol was dimly aware that she could hear the baby screaming in the background, and she tried to step past the brawling men, but Rick's hand came out and caught her sharply, pushing her out of the way.

"Fuckin' chinky bastard," Merle thrust himself firmly against the smaller man, pinning him. Glenn's eyes were still wild and he lunged again suddenly, spitting a thick gobbet of saliva at him, laughing as it dripped down Merle's cheek. "Oh, yer gonna pay for that, you fuckin' lil asshole..."

"Merle, quit it bro, just c'mon man," Daryl pleaded, tugging at him.

"Get the shit off'a me, lil brother, I got business here," Merle seethed.

Rick stepped forward, raising his hand cautiously, gauging Merle's reaction warily, "Let him go, and step away slowly..."

"An' fuckin' what? Officer finally gone an' grown a spine? Gone an' grown some man balls?" Merle laughed sourly, his grip tightening on Glenn's shirt, holding him squarely to the wall.

Carol watched, her hand covering her mouth, desperately wanting to step in and stop all this sheer madness, but not knowing what, or how to do it.

Maggie just stood there, frozen in place, her face a ghastly ashen white, tears spilling hotly down her cheeks. "Let him go Merle, please just let him go," she sobbed, her breath hitching.

Nobody noticed the small blonde girl step softly behind them all, nobody heard the faint tread of her cowboy boots as they scuffed across the floor, and nobody even saw as she raised the small gun in her hand above her head, but they all heard the loud shot of gunfire ricochet off the ceiling. Silence fell, and all eyes flew across the room to her.

Beth stood there firmly, lowering her gun. A defiance blazed furiously in her large blue eyes, and she glanced almost sheepishly as she saw Hershel hobble his way out on his crutches towards her. "I'm sorry daddy," she said quietly and quickly, smiling and lowering her eyes as her father rested a proud hand on her shoulder.

Merle pushed his way off Glenn, letting the younger man's shirt fall from his fist, "Pussy," he sneered, as he turned and let Daryl drag him away in the direction of his cell.

Carol rubbed at her face with both hands, smearing tears across her cheeks. She looked towards Daryl, and saw the sharp little angry nod he gave her, warning her to keep away.

She glanced as she heard Maggie comforting Glenn, saw her tenderly holding his face with both hands on his temples, and she watched sadly as the other woman gave him a small soft kiss to his forehead. Their eyes met, and Maggie smiled wanly at her, before slipping her arm around Glenn's waist, pulling him gently back to their cell.

...

Beth and Hershel had both disappeared a little while ago, and Carol was not overly surprised to find herself suddenly alone in the room. She smacked her hand across her forehead, brushing her palm swiftly across the unruly little curls of hair which she felt mildly embarrassed about the fact they they never just sat right. Her hair was a mess, she was a mess, this whole damned situation was a mess, and she bit at her lip sharply, reminding herself not to cry again.

She stepped over to the little kitchen area, idly thinking that she should do something to keep her mind occupied, but not really wanting to be bothered with any sort of domestic duties.

She heard him before she saw him, and she glanced quickly his way.

"Are ya a'right?" Daryl asked softly, pulling up a chair and sitting down, his elbows resting on the table top, watching her.

She smiled tiredly at him, "Yes, I'm fine. It's a relief to be back, despite all of that earlier."

Daryl grunted, "Bet ya glad to be back after bein' stuck out there with that jackass brother of mine." He peered at her through his thick fringe of hair, his eyes glinting, "An' ya sure he didn't do anything? I know what he's like, he ain't never treated any woman with respect... an' ye saw what happened with Glenn."

She knew what had happened with Glenn, and it was the one thing that she tried desperately not to think about. Her heart felt torn and battered, and it ached so badly. "He was fine, Daryl," she said quickly. "I assure you." She couldn't help but feel a small shred of irritation at his words. Everyone seemed hell bent on the fact that Merle had done...something, whatever, and the simple fact of it was, he hadn't. Not to her. Not even tryto kiss you? She immediately felt her cheeks start to flame at the thought, and she pushed herself away, turning from Daryl. "I...I should make a start with dinner, I guess."

He laughed, "Woman, ya always cooking." He pushed his chair from underneath him, and walked over to her, nudging her gently with his elbow. "We did live one whole day without yer mothering, ya know," he whispered conspiratorially at her ear, and she couldn't help but give him a small smirk.

She elbowed him back, and he neatly dodged to the side, saying quickly, "Stop."

Carol turned and laughed, the sound dying on her lips as she saw someone stride through the cell block with Carl, Maggie and Glenn. Someone that she didn't even believe was still alive. Andrea. She felt words die uselessly on her tongue, and before she could stop herself, she flew across the room, her arms reaching out for the blonde woman.

Andrea smiled at her, tears shining in her eyes, and she pulled Carol into a warm embrace. The two women hugged for a moment, and Carol felt the words gush out of herself suddenly, "After you saved me...I...I thought you were dead, I'm so sorry Andrea!" Her face was buried in the other woman's soft hair, and she felt tears seep down her cheeks. Andrea rubbed at her back briskly, and gave a small laugh, before stepping back and smiling at her warmly.

"Where's Shane?" Andrea asked, her eyes roaming around the room and glancing at the people suddenly and quietly filing in.

"He didn't make it," Carol answered softly.

"Oh God," She whispered. Her eyes flashed across the room again, "And Lori?"

Carol just shook her head, seeing the sad look as Andrea's eyes slipped to the ground. She watched as Rick moved closer to her, with Daryl at his side, and she felt the urgency to just leave them to it. She didn't want to hear Andrea ask who else was missing. She couldn't bear to hear Sophia's and T-Dog's names being listed amongst the dead, and she didn't want to face the sympathetic look that she knew Andrea would surely award her.

She slipped away from them unnoticed, not seeing Merle as he stepped out of his cell, his eyes darkly watching as she flew up the steps to the perch where Judith lay in her crib.

The little baby was a welcome relief and felt such a soothing balm to her aching heart, and she smoothed the baby's fine hair in her fingers, looking up as she saw Andrea step up the stairs to greet her.

"Lori's?" Andrea asked quietly, pausing before touching at the baby's cheek.

"Yeah," Carol answered softly.

"What's she called?"

"Oh, she was named 'Lil Asskicker', for a while."

Andrea laughed suddenly, "Oh Lord, and I bet I know who named her that, Daryl?" she questioned, her brow raising and her lips pulling up into a smirk.

Carol laughed as well, "For a while yes, but her name is Judith. She's been such a blessing."

"Judith," Andrea mused, stroking the baby's cheek. She pulled her hand back, letting it rest briefly on the metal rail of the perch. "I'm going back, to Woodbury. I have to settle this. I can pull Phillip around. This prison, all of you? You aren't any threat to him-he has to see this."

They both stood silent for a while, listening to the baby gurgling and cooing in the make shift crib.

"There's more at stake than you know," Carol said distantly, leaning next to her on the railing, her eyes cast downwards, past the stairs that lead to the main floor.

Andrea glanced over to where Carol was looking, her eyes widening as she saw where the other woman's gaze suddenly lay. "You got to be kidding me, right?" she said in surprise.

Carol levelled her gaze back to her, her brow furrowed and her mouth drawn into a small tight line. "Just do what you have to have to do Andrea."

"But him? Carol, why?"

She shrugged sadly, her eyes lighting again on Andrea's briefly, before tearing away to look at the man stood beneath them with his back to the wall.

Andrea laughed, then smothered her mouth with her hand as she saw the sudden hard look Carol shot her. "Jesus Carol...I'm sorry, I-I didn't know. Merle's always been...well Merle."

"I don't want Daryl to lose his brother," she said firmly. "After all they've been through. I don't want anything to happen to any of us. You know what you have to do Andrea. Give that man, the Governor, the best damned night of his life, get him to drop his guard and end it."

"You make it sound so easy Carol," Andrea sighed regretfully, "But it's not the case, nothing is ever easy like that."

"You can do this, you have to." She gave the blonde woman a last lingering look, before turning and heading down the stairs.

"What was that all 'bout?"

Carol glanced as Merle pushed himself off the wall, and walked across to her. She didn't pause, she just wanted to get outside and feel the cool air on her face. Her heart thumped in her chest, and she assumed it was from what she had just told Andrea to do. She had almost shocked herself when she had said it, even though it had seemed to be the right thing to say.

Merle's footsteps matched and followed hers, "Oh yeah, I see it, ya gone deaf again woman. I asked ye a damn question. What'cha say to blondie?"

She reached the door and shoved it open, listening to the light squeal of its rusty hinges. Looking up at him, she replied softly, "I gave Andrea some advice...well a suggestion really. How to put an end to all of this."

He frowned at her, then followed her through the door, stopping to push it shut. "Huh."

"You aren't going to give up, are you?" she laughed a little at the way he raised his eyebrows mildly at her, "I'm not going to tell you Merle, so quit asking." She gestured to a metal bench some feet away from them, in the shade.

"Aint'cha afraid someone gonna see us sittin' together?" he smirked.

"Place like this, people will talk about anything. Human nature." She sat down wearily, "Let them."

He sat next to her, close enough that his knee bumped against hers. "Little mouse gettin' mighty brave."

She smiled wanly at him, before shaking her head. "No, I'm not, not really." It wasn't quite a lie, she didn't feel brave at all, not at this moment with everything going on, and him sat so close to her. She didn't know why, but a part of her had felt compelled to see him, wanted to make sure that he was all right – had missed him even, and she could only guess that they must have some sort of weird comradeship after being lost in the woods. Even so, his presence conflicted her as much now as it did then. She sighed, glancing at him. Andrea was right. Nothing was ever easy, nothing was ever just plain old black and white, it always felt that there were far too many shades of gray.

Merle watched her thoughtfully, before nodding his head slightly. He leaned further into his seat, his arm brushing and then resting against hers, as he shifted his injured arm into his lap, his fingers touching and running across the blade.

"It feels like the quiet before a storm," Carol said softly. He only grunted in answer and she peeked at him again. He looked tired, dark smudges prominent under hooded eyes, the lines in his face more pronounced in the shadows than in the light, and she could see the few wisps of gray in the stubble that covered his cheeks and chin. The fresh band-aid on the bridge of his beaten up nose was already soaked crimson. He turned his head, his smoky eyes widening as he met her gaze, and she bit at her lip as she felt the first hint of a blush color her cheeks. She broke eye contact first, her gaze dragging from his to stare absently at a few walkers straggling in the distance along the fence line. Her breath caught tightly in her throat.

"I should go," she said quickly, moving to get to her feet, stopping as his hand snaked out and caught hers. She looked at him questioningly as he tugged her back down to the seat.

"Can't ya jus' sit quiet with me, jus' for a while longer?" he asked huskily, his eyes darting from hers to the concrete. His mouth had taken on a sullen cast, and she wondered if he had taken her unspoken query as hesitation, or rejection. "Ah hell, if you wanna go, jus' fuck off then. I don't need ya here. I seen how they all look at me, why the hell would you look at me any fuckin' differently," he spat, anger coloring his voice.

She frowned and sat back heavily in the seat, half curious at the fact that her hand was still in his. Uncertainty struck her, and she held her breath as she let her thumb brush casually across the knuckles of his fingers, feeling his grasp stiffen, then relax and catch hold of hers more firmly. "I didn't say I was going Merle."

He turned his head and regarded her silently, and she felt a pang as she saw that he didn't so much as smile, or show any other emotion, other than this tired half glazed look. If she hadn't had known any better, she would have thought he was drugged up-but she knew better than that. He had been clean for a good while now, plus there wasn't anything stronger than codeine at the prison, and Hershel kept that safely monitored at all times. She then realized with a heavy heart that he had the haunted wary look of a beaten dog.

It was then that she remembered Glenn's words from before...ones that she hadn't meant to overhear-an obviously private conversation he'd had with Rick, but the younger man had been so angry he'd almost been spitting out and tripping over the words. He'd wanted to trade Merle off to the Governor, hoping that the action of giving that man his 'traitor' would appease him so much that he would leave the prison group alone. She had felt sick at hearing this, although part of her still couldn't entirely blame him for what Merle had done...but she also knew that sending Merle back to Woodbury would certainly mean his death. She had been gripped by frustration, knowing that if Rick had agreed then at that moment, there wouldn't have been a damned thing she, or anyone else could have done. And now seeing the haunted look that Merle gave her, which scared her a lot more than she possibly thought...she wondered if he'd heard that same damned conversation.

She blinked rapidly against the tears in her eyes, and turned her head away from him, so that he wouldn't see. She knew he hated weakness, he would just get all grumpy and irritable with her, but at this moment, she really didn't think that she could quite cope with that. He must have realized something was wrong though, because his hand was clutching hers more firmly, and she wished then that she had just gone when she had meant to. She hated crying as it was-she had spent too much of her past doing just that.

She heard him call her name, and she glanced down at her lap, shaking his hand away. Raising hers, she swiped at her face, resenting the tears, fearing his reaction. She felt him move against her and his rough fingers caught and lifted her chin, swivelling her head firmly to face him, but she still refused to raise her eyes and look at him.

"Ah hell," he murmured awkwardly, "Shush it sugar. I told ya before that I ain't worth no damned tears, an' shit...I really ain't worth any of yours."

"Well, I'm sorry," she grimaced.

He just grunted at her, and she idly thought that Dixon men seemed to spend a lot of their time doing just that, when she felt herself being shoved hard against his chest, his arm sneaking around her shoulders, pushing and holding her there. Her hand flew out and caught at his chest. She swallowed nervously as she felt his heart beat against her palm, her nose buried so deeply into his collar bone, that she could smell the scent of stale sweat and oil clinging to him. His hand came round and smoothed at her hair, his head resting against hers, his lips almost touching the tip of her ear, and she imagined that he give out a small soft sigh, probably in irritation with her, she thought tiredly.

The door squeaked open loudly on rusty hinges, and Carol jumped out of the seat, Merle standing hurriedly alongside her, his hand dropping to the small of her back. Daryl stood there with one hand still on the opened door, his face a mask of confusion.

He paced nearer, frowning. "What ya gone and done now, Merle?" he hissed, glancing at Carol. "Yer a fuckin' asshole, making her cry? That make ya feel big, huh?"

"Didn't do any damned thin', boy," Merle bristled indignantly.

Daryl moved closer to Carol, standing in front of her almost protectively, "I'm warnin' ya Merle," he growled, stabbing his finger out at him.

Carol laid her hand on Daryl's shoulder feeling the muscle bunched tightly under her palm, "Really Daryl, you have this all wrong, I was upset, but it wasn't Merle..." He turned his head to hers, staring into her eyes. "Really," she offered him a small smile, "It wasn't him."

Merle scuffed his boots on the hard ground, his gaze narrow and unflinching. "Told ya, little brother..."

Daryl shook his head at Merle, "I wouldn't put anythin' past ya. Ya dumbass."

Carol glanced up as Glenn stepped suddenly and warily through the door, his eyes squinting in the sun, his gaze dragging uncertainly across where the three of them stood. "It's Andrea. She's going now, back to Woodbury, if you want to say goodbye."

Merle brushed past them, muttering angrily under his breath, and Carol watched as he strode off. She let a pent up sigh escape her, and felt a hand touch gently at her arm. Daryl stood looking at her, his intense blue eyes briefly turning from hers to watch after his brother. He gave her a small grim look, and pulled her with him, chasing after Merle, Glenn following a short distance behind them.

The car was thickly grimed with mud, and Carol watched as Andrea stood there, one hand holding the door open. She wasn't sure what had happened with the blonde woman and Rick, but she saw the saddened anxious look on Andrea's face and the wary grimness on his. She sighed, watching as Andrea got in and pulled the door shut, watching as Rick leaned down to the open window, handing her a gun and knife. She had a feeling that she would never see Andrea again.

Andrea glanced in the drivers rear view mirror, and Carol almost swore she could see the tears brimming in her eyes. She started the engine and drove, only stopping for Merle to unlock and push the rattling gate open. Carol gave one last look as Andrea drove away, feeling a small part of her die as the other woman sped away. She hoped fervently that Andrea would take her words to heart, and finally put an end to all of this.

...

Later that night, as dusk fell heavily, shrouding the prison, they all congregated in the cell block. A small camping lantern lit and partly lifted the heavy darkness, and as Carol watched, she saw Beth sit there almost shyly, open her mouth and start to sing. The sad haunting lilt twisted her heart, and she held her arms about her knees, her gaze flickering across to Glenn and Maggie sitting with their arms about each other as they listened to the sweet, sad song.

There was a deep silence as the last notes echoed around the hard concrete walls, and Carol was aware that Merle stood leaning against the wall, not far from where she sat. She looked over at him, trying to read his face, but he was cast in thick shadows, and he turned and padded softly away.

Carol got to her feet, and she walked across to Beth, her hand coming down to softly touch the young girl's shoulder. "That was a beautiful song Beth, thank you," she said earnestly. Beth gave her a shy little smile, which Carol returned, before stiffening up and following after Merle into the shadows.

She hurried up to him, seeing that he had paused to glance over his shoulder at her. She caught at his arm, stepping closer to him. "Where are you going?"

Merle regarded her silently, before reaching out his hand and brushing his knuckles softly against her cheek. "Ye know, listening to that girl sing, the lil blondie, made me realize that things jus' don't sit right with me no more." His hand dropped back to his waist, and he let out a sigh, before walking steadily away from her. "I need to think."

...