Disclaimer: I don't own The Walking Dead… but that won't stop me from pretending I'm writing the episodes myself.

Season 3, episode 2

The Prison, Day

Carol had been at Hershel's bedside for hours – she couldn't be sure just how many – so when Maggie asked for a moment alone with her father, Carol gladly took the opportunity to stretch her legs. She realized that she hadn't heard whether anything else had happened while the group had been down in the belly of the prison. There had only been time to think about Hershel when they'd arrived frantically back at the gate with him. She'd been around Glenn and Maggie since the group returned, of course, but it didn't seem like the time or place to ask them anything that wasn't absolutely necessary. She assumed that someone would have told her if anyone else had been hurt, but she wanted to be sure. She needed to see him with her own eyes in order to be sure.

She looked around, not seeing Rick, T-Dog or Daryl anywhere, and felt a combination of curiosity and concern. She hadn't found anyone who knew anything more than she did by the time she made it to the gate that they had rushed through earlier. Carl was now sitting nearby, having taken up guard duty at the entrance after leaving Hershel's cell. He was holding the keys in case someone needed to go in or out.

"Carl, have you seen your dad or Daryl or T-Dog lately?" Carol asked, trying not to sound worried.

"Not lately. After they came in with Hershel, Daryl was up here watching that door through there." He pointed through the bars to a doorway on the far side of the room, "and then these other guys came in. I guess they were prisoners who'd been locked down there somewhere. So my dad and T-Dog and Daryl were arguing with them about who was gonna stay in the prison and where. The prisoners tried to tell them we couldn't stay here, but my dad told them they could take another cell block or they could get the hell out of here."

Carol looked at him sternly, and Carl looked down, mumbling an apology for his language, then continued. "Uh, so anyway, I think my dad, T-Dog and Daryl went off to clear out one of the cellblocks for the prisoners to stay in, so they'll be separate from us." Carl shrugged.

She bit her lip and nodded, trying not to show just how concerned she was over this news. So, the group had gone down to the tombs and had almost lost one of their own members – and could still lose him – and they'd turned around and gone right back into danger? There may not have been another choice, she knew, but that didn't mean she liked it any better. She didn't even realize that she'd started pacing until she heard Carl's voice interrupt her thoughts.

"Carol? You okay?" She stopped, looked up and nodded, offering him a weak smile. "Yes, sweetheart, I'm fine. I know they take care of themselves, and I know that we've been in these situations before… I'm always concerned is all. About every one of us. I guess it's part of being a…" She choked on the last word. "A mom."

He could see her eyes watering, and he felt like somehow it was his fault, even though he'd only asked her if she was okay. He'd been watching her from the beginning, since that first day on the interstate, and he knew what a hard time she'd had and how far she had come. A lot of times people forgot he was there, because he was a kid, and it gave him a chance to watch people in the group more closely. By now, she was family to him, and he hated to see her upset.

"You were a great mom to her," he told her quietly. "And she loved you more than anything. She told me so." It had seemed like the right thing to say, but suddenly he began to doubt that when he saw tears welling in her eyes and then quickly falling down her cheeks. He was confused, because he thought he'd said something nice. "Oh my gosh, Carol, I'm sorry…" he stood up quickly, unsure of what to do next. He took a few steps toward where she'd stopped pacing and looked at her. She was like a mother to him, and in some ways she acted more like a mother than his own mom did.

She tried to stop herself from crying, but she hadn't been expecting Carl's words, and they'd caught her off guard. She walked the last few steps toward him and bent down a little, reached out and hugged the boy who was standing there, now very confused. She hadn't been the only one who'd lost Sophia, she knew, though she had felt that way at the time. She knew that Daryl had taken her death hard, but she often forgot that Carl and Sophia had also been close. She hugged him tightly for a moment, then relaxed and stepped back, wiping tears from her cheeks.

"You have nothing to apologize for, Carl. You're sweet to say something like that. I just… miss her." She sniffled a little, but she smiled at him.

"I do, too," Carl said simply. They smiled at each other sadly, and Carl sat back down in his chair. Carol walked to the bars, lacing her fingers through them and leaning her forehead against the cool metal. It was almost like she was willing herself to be able to see what was going on through the solid walls beyond the gate. They stayed like that for a few minutes, until Carl suddenly broke the silence.

"Carol, can I ask you something?"

"Of course, sweetheart," she replied, turning around to look at him, now leaning her back against the bars. Carl had a strange look on his face, and she wasn't quite sure she was going to like the question.

"What's up with you and Daryl?" He almost looked embarrassed to be asking, yet also extremely curious.

Carol felt herself blushing furiously, and she looked up toward the windows, that were just below the ceiling, and took a deep breath. She looked back down at Carl, who was watching her very closely. She wondered if she could explain it. She'd yet to be able to explain to herself what was going on with Daryl. But she figured that she may as well try. After all, he was young. He didn't need a complicated explanation.

"Daryl and I are friends. Best friends, I guess you could say. We have a lot in common, things from our pasts that we went through separately, and that were really difficult, so we understand each other more than most people. It's rare to find a friend like that even once in your life, and if you do, you're very lucky. So… he's very special to me. We have a connection that you don't often find with another person… if any of that makes sense." She wondered if she'd done it justice with that answer… whatever it was between them.

Carl just nodded. "You know everyone can see it, right?" he asked simply. She just smiled at the boy. There was no point in acting surprised or denying anything, she supposed. She sighed slightly, wondering about the "it" he was talking about. What was it that they could all see, anyway?

She looked at him thoughtfully. "There's so many terrible things in this world. There always were, really, but there's even more of them now. So these days, anything good that you can find in life, you have to hold onto it as tightly as you can. And you can't take it for granted, because you never know how long you have it for. That goes especially for special people. There's so many more dangers now, so many ways people can be taken away from you. Things aren't like they used to be, and they probably never will be again. But we keep trying. It's all we can do." She paused, wondering where in the world all of this was coming from. "I'm sorry, I don't know what possessed me. I don't normally give speeches like that."

He nodded at her solemnly. "You're right, though," he said quietly.

Carol smiled at him. Carl was growing up so fast, and he seemed to have bypassed a good chunk of his childhood out of necessity.

She suddenly realized how tired she was. "I should probably go lie down for a while, it's been a long day," she told him. "Thanks for keeping me company." Carl nodded at her, not completely unlike the way Daryl often did, and she smiled at him again as she turned to go.

She was going through the doorway that led to the rest of the cellblock when she heard him say "I'll let Daryl know you were looking for him."

Turning back to look at him, she called "Thank you, sweetheart," and then disappeared back into cellblock.

…

Hours later, Carol was sitting on the cold, hard floor outside of the cell she shared with Lori, her back against the wall, staring up at the sky through the high windows. There was no moon that night, and there was so little light that all she could see were shadows. It might have been unsettling, but she'd been sitting there for what felt like hours, and her eyes were pretty well adjusted to the dark by now. She'd laid down in her bunk, knowing that she needed to rest, before Lori had come back from keeping vigil at Hershel's bedside. When she came in, Lori had told her that Hershel had woken up, which was great news. She was so glad for Maggie and Beth, who hadn't lost their father after all. And as usual, when someone else got good news, her happiness for them was tinged with just a bit of sadness for herself.

Still, even with the relief of the good news about Hershel, she couldn't manage to fall asleep. She'd trained herself so well to fight sleep, that this time when she actually wanted to sleep, she couldn't make herself do it. She was exhausted after the past few days, but her mind was still swirling with thoughts. About Hershel. About the walker that she'd cut open out by the fence, trying to "practice" so she'd have the faintest idea how to deliver Lori's baby, due any day now. About living in the prison. About the dangers that lay waiting for them the more of the prison they explored… About Daryl.

She'd been tossing and turning in the bunk above Lori, and was afraid that she'd wake her with all of her movements. Finally she gave up and climbed down quietly, padding out into the hall and leaving Lori sleeping peacefully. The poor woman was so stressed, Carol thought, she definitely needed the rest.

She'd now been sitting on the cold, hard floor outside the cell for what felt like hours, and she finally decided that she'd had enough of sitting there. She got up walked to the far end of the balcony, then roamed up and down the length of it. She passed each cell, all of which had now be cleaned out the best they could, some occupied and some empty. When she got to the far end of the railing for the third time and turned around, she found herself looking directly at Daryl's perch… which was empty. Lori had told her when she'd come up to bed that the group had come back from clearing the other cell block just in time to see Hershel wake up. Lori hadn't mentioned anyone else having been injured or any other problems.

She wondered where he was, if he had maybe gone on watch. She walked back down to the other end of the balcony where the stairs went up again, and climbed up slowly. She'd left a pile of clean laundry at the end of his mattress, and they were gone, so he'd been there at some point in the last few hours. Beside the mattress was a pile of dirty clothes that was undoubtedly covered in all manner of things from today's adventures. She'd deal with that tomorrow.

She walked softly back down the stairs, then made her way out of the cellblock into the yard. She headed toward the guard tower and remembered too late that she would have been wise to grab her jacket, thin as it was. She just told herself to walk faster.

He'd heard the cellblock door open and then close from where he stood, which he thought was odd for that time of night. He'd offer one guess as to who it was, unless there was some sort of real emergency. He could just barely make out a shadow scurrying across the yard, and he could already tell that his one guess was right. He shook his head at her, running around out there without any light. He hoped that she at least had the sense to have her knife on her, and waited, leaning against the railing of the balcony, for her to make her way up the stairs into the tower.

He was a hard person to sneak up on, and she wasn't as well trained at moving quietly as he was, so she figured that if it was Daryl in the guard tower, that he'd seen her coming. She opened the door tentatively – this had become a habit for all of them, since you could never be sure what you'd find on the other side of a closed door – peering through cautiously before stepping all the way in. She saw him standing out along the edge by the railing, and simultaneously felt relief to actually see that he was okay and slightest bit of annoyance with him for making her worry.

She walked into the room at the top of the guard tower, but didn't go out onto the balcony. Instead, she stopped a few feet inside the doorway and crossed her arms across her chest. Daryl turned and looked back at her, confused by the combination of a look of relief on her face and her body language, which seemed to say that she was upset. Or maybe she was standing that way because she was cold? He'd be the last one to claim to understand women. He took a few steps towards her, so that he was almost in the doorway. "Y'alright?" he asked her.

She nodded, sighed, and her face broke into what he could only describe as a smile that also looked like a pout. "I'm glad you're okay," she replied. "You had me a little worried."

Before she stopped to think about what she was doing, she walked slowly towards him and raised her arms up around his shoulders in a hug, resting her arms only ever so lightly against him. She knew that even though she'd moved slowly, she'd caught him off guard, but she hadn't been able to stop herself. Her relief that he was alright, especially after spending half the day covered in Hershel's blood, with the group's patriarch lying unconscious before her, had overpowered her. It wasn't a long hug, and she was already starting to pull back when she felt his hands move for the first time, hugging back gently, low on her back just for a few seconds, before they fell back to his sides.

She took a step back, really hoping she hadn't made him too uncomfortable. "Sorry," she said, smiling apologetically. "I know you don't like that kinda stuff." She watched him carefully, but he didn't look nearly as traumatized as she had expected.

He surprised her by smiling slightly. " 'S okay. Told ya it'd be fine."

A devilish smile came across her face as she realized that she may be able to get away with pushing just a little further. He saw it flash across her face and knew exactly what was about to happen but could do nothing to stop it as she added, "Just couldn't keep my hands of you." She tried hard to suppress a grin, but failed.

"Pfft," he mumbled, flustered as usual. "STOP." Then they both laughed, and everything was back to normal. "So, you have a nightmare or somethin'?" Not that she needed a reason to come up and visit him on watch, but he was just curious. He hated to think of her having another nightmare.

"Nope, haven't been to sleep yet. First time in ages I actually tried to go to sleep, and wouldn't you know I laid there wide away for what felt like hours," she sighed. "I was tossing and turning so much I was afraid I was going to wake up Lori, so I sat outside the cell for a while, just thinking… you know, torturing myself a little," she grimaced, knowing it was the truth, and knowing that he knew it as well. "So then I paced up and down the walkway in front of the cells a few times, and since I hadn't seen you yet, I figured you were out here… so here I am," she finished, waving her hands as if describing something spectacular. "After all, I had to make sure you were okay after your big adventure."

He shook his head at her. " 'T's a busy night you've had," he observed wryly. She chuckled, knowing exactly how crazy it sounded.

"What can I say? Who says there's no nightlife at the end of the world?" They both chuckled again.

The sound of the cellblock door opening drew their attention to the prison building, and they saw a dark shape moving toward the tower. "Who's up next?" she asked him.

"Think it's Rick, 'less he switched with someone," Daryl replied. Within a few minutes they saw that it was indeed Rick who was next on watch, as he came in through the door at the top of the steps, greeting them sleepily.

"Hey Daryl. Hey Carol. You guys go on and get some sleep," Rick said, taking up the same position on the balcony that Daryl had been in when Carol had arrived. Daryl nodded at him and started towards the door.

"Good night, Rick," Carol said quietly, smiling at him before turning to follow Daryl down the stairs.

They walked back to the cellblock in comfortable silence. The air was just as cool as it had been earlier, but she was feeling so much better, having reassured herself that Daryl was alright, that she barely noticed. They walked up the metal stairs as quietly as they could, their feet clanging only slightly. Before Daryl started up the stairs to go up to the perch her turned to her and whispered, "You're goin to sleep now, right? No more roamin round in the night? Cause ya need yer rest. Ya work too hard durin the day not to."

"Yes, Daryl, I'm going to bed now. And I could say the same for you. Get some rest," she whispered back to him. He nodded at her, as usual, and she just smiled and shook her head. "Good night, Daryl."

"Night."