Glenn watched the scene unfold and stood helplessly by as a grenade exploded within the cellblock. One man was dead, he was sure enough of that. They'd be lucky to find a piece of him big enough to bury if they survived the attack. Maggie, Carol, and Hershel had been the next closest to the blast and he watched in horror as they were tossed around like dolls. They came to a rest in a crumpled pile on the ground with lines of blood blotting their clothes where shrapnel had pierced them.

Glenn was yelling to them, or thought he was: the ringing in his ears overrode the sound of his own voice. When none of the three responded, he scrambled to them and began shifting through their tangled limbs until he found Maggie's face. He took it between his hands and squeezed gently until her eyes opened. Glenn saw that her mouth formed his name though he could not hear it.

"Are you ok?" he asked, the vibrations in his throat letting him know he had indeed spoken.

Maggie stared up at him and then nodded. She ran her hands over her arms then her chest to check for any injuries.

"I'm ok," she said with Glenn finally able to hear her. He pulled her up and stood her to the side before checking on Hershel and Carol.

Carol had taken the brunt of the blast and was bloodied most severely along her arms where she had thrown them up to protect her face at the last second. She was slower in sitting up than Maggie had been but otherwise she looked capable of fighting. Hershel too appeared well enough off and made an effort to sit without much of Glenn's help.

"Are you both alright?" Glenn asked the pair.

"Yes," said Carol, "for the most part. I can fight."

"Me too," added Hershel.

"Good," said Glenn, getting them to their feet. They quickly began taking stock of all those injured and were relieved to find no one else was seriously hurt.

Another explosion had the prison walls trembling and the survivors covering their heads and then looking to Glenn when the noise had died down.

"What do we do?" asked several in small and scared whispers.

Glenn was about to begin issuing orders when Tyreese burst in.

"He's comin' in the front—smashed through the gate and blew up two of the guard towers," Tyreese explained in a single breath. "He's got grenades, mortars…all types of shit."

"We can't fight that!" exclaimed Carol.

"Whether we can or can't fight him won't make much of a difference. I barricaded the prison doors but that will only stop him for about ten more minutes: whatever we decide we have to decide it now," said Tyreese. "Did the Governor have any plan for this?"

"He's got about thirty men ready to fight," offered Martinez. "He's not doing like he did before in staging an all-out attack with them. He's hitting the front with his bigger guns but fewer men. He thinks that will flush you out the back where he'll be waiting in the woods with the rest of his troops."

"We can hide back in the tombs like and ambush them," said Carol. "It worked once before."

Martinez shook his head and took a spare gun from Tyreese.

"No, he'll burn the entire prison down before going back in there. You can either run and take your chances in the woods or stay and fight what's going to come through those doors."

"What are you going to do?" asked Glenn, raising an eyebrow.

"I'm going to run. The Governor wants Michonne, Rick, and Daryl. The men have orders to kill everyone but they'll be looking for those three the most. You can do what you want, but I'm not staying around—maybe I'll see your group again. If not…good luck," said Martinez and with that, he was gone.

Glenn wanted to lament the loss of their savior, and also the potential for a good fighter, but there was no time. If the Governor had already broken through the main gate and blown two of the towers, it wouldn't take him long to breach whatever barricade Tyreese had assembled.

"Glenn?" asked Maggie. She placed her hand in his and gave it a good squeeze.

"We run. We don't have the firepower to stop them from coming in from the front and we'll be overrun if we let them come in from the back too," Glenn decided, though he doubted every word he said.

"We'll have to leave Rick and Daryl," said Hershel. "The Governor might be satisfied with them and let the rest of us go. He might not come after us again and we can settle in a new place far from here."

"Ok, we're leaving then. Take a gun, all the ammo you can carry quickly and a knife," instructed Glenn. The prison immediately broke apart as everyone gathered what gear they could and then lined up waiting for more orders. The group flinched as a shallow banging noise echoed through the halls leading into the cellblock.

"They're at the barricade—we don't have any more time," said Tyreese.

"What about Rick and Daryl?" asked Carol. "We're not really going to leave them, are we?" She crossed to Daryl and laid her hand on his chest where it rose and fell with each breath he took. "They're both still alive: we can't do that to them."

"Carol we don't have any other choice," began Glenn. "They'll only slow us down out there. It's what they would want."

Carol shook her head and held her ground. Glenn sighed and then looked at the others. He tried to tell himself that if Rick and Daryl were in his position, they would make the exact same decision. He didn't want to abandon the men and condemn them to death, but taking them along wasn't really an option either. It all came down to the numbers. If they took Rick and Daryl along it'd slow them down and risk getting everyone killed. If they left them behind, they could move faster and the Governor might be content to only kill Rick and Daryl…they had to be left.

"Alright, Tyreese and Maggie: get everyone out of here. Try to get as many people in cars as you can. If you can, go back to Woodbury and set some snipers up. We can close the gates there and hold the Governor off for a little bit. Maybe we'll be able to take some out with our snipers before he gets a chance to use his big guns."

Maggie nodded once and was out the door without even attempting to give Glenn a kiss goodbye. The others followed out after her and then it was only Carol and Glenn remaining.

"I want to stay," proclaimed Carol.

"Not happening," said Glenn. Glenn frowned and glared at him but Glenn shook it off. "Look, all it's gonna take is the Gov to roll one grenade in here and you, Daryl, and Rick will all be dead. It's not worth it…we need you Carol. Rick's dead and Judith is going to need someone like you to raise her. Please."

"Rick isn't dead yet," correct Carol.

"Ok…you're right. Come on, I have an idea."

Carol followed Glenn's lead as he went to Daryl and cut the ties binding him to the table. Together they moved him off it and then into the cell Rick was resting in. They placed Daryl on the floor and then threw a heavy blanket over him. Carol tucked it under his shoulders so that only his head was exposed allowing him to breathe.

"We'll lock the cell and take the keys with us. I put Rick's gun with him and a small knife by Daryl," explained Glenn as he backed out. "If they wake up, they might be able to defend themselves. And there won't be any way for the Governor to get the door open unless he wants to cut the bars apart. If he wants Rick and Daryl dead, he'll have to shoot them so it will be a fast death: They won't suffer."

"Ok," said Carol, her voice cracking. Glenn watched as Carol bent down to Rick first and kissed him lightly on his forehead. "Thank you for all you did…I'll watch over Judith," she whispered before turning to Daryl.

"You're a better man than most, Daryl Dixon. It hasn't been easy or fair for you, and that in itself isn't fair. You always deserved better and I'm sorry. I wish you knew how much I loved you but that doesn't matter now…"

"Carol, we've got to go," cut in Glenn.

"Goodbye," whispered Carol, kissing Daryl for a final time.

Glenn wanted to think he saw Daryl's arm move under the blankets but he was too distracted by another loud banging noise as part of Tyreese's barricade collapsed. Carol followed Glenn out the cell and he turned around to lock it. He tucked the set of keys into his pocket on the way out and couldn't bring himself to look back again.


Rick felt like his senses were on high alert. He was super aware of everything going on around him except there was nothing. He was floating in a blackened void that was empty of all sensations. He wasn't even sure he existed except for the pain in his belly. If he didn't have that then he would've said he was dead.

He was trying to enjoy his peaceful nonexistence but the pain in his stomach grew worse and finally Rick decided he had to do something about it: he moved his hand. Rick didn't realize he had the capability until he did. He pressed down on his stomach which made the pain worse and then he rolled over to his uninjured side. Again, Rick was surprised he was able to move and laid there in wonderment.

Mentally he backtracked to remember the most pertinent pieces of information like where he was, that the dead were walking, and why he felt like shit. He could leave everything else for another time. He just wanted the damn pain in his stomach to go away.

Rick moaned and readjusted himself on the bed without opening his eyes. He noticed something cool digging into his arm and he waited until he grew accustomed to the shape and then decided it was his gun. He never slept in bed with his gun; someone else must've put it there.

Rick was beginning to drift back to sleep when he heard voices strike up around him. Some of them were yelling, some of them whispering, none of them were ones he could distinguish.

"They're in here!" one of the men shouted. "Two of them are in here!"

Rick winced at the sudden loudness and rolled to his side to hide from the noise.

"Move!" another voice cried.

Rick could hear the shuffling of feet as the order was obeyed and the people rearranged themselves. It was then that he realized the people were somehow around him and they had been referring to him.

Suddenly, Rick's mind began to speed up. He was in the prison after being shot. He was in one of the cells and for the time, everyone else was outside of it. They weren't his friends on the outside though; they were the Governor's men.

Rick began to panic: the prison had fallen. The Governor's attack had succeeded and either killed all his friends or driven them out and scattered them across the woods. Their fates were unknown but his was not. He was alone in a cell with just a gun while the Governor was literally walking towards him at that moment. There was no way out of this one; the Governor wasn't going to spare him just because he was in a cell. He was a dead man. Rick saw no sense in denying that fact and it didn't matter much more. His friends were dead, his kids were probably dead. It was all going to be over soon and it wasn't the first time he had accepted a death sentence.

Rick continued to feign sleep as he heard the heavy boots of the Governor stop outside the cell. Everyone was quiet except for their excited breathing and a few pops of gunfire off in the distance.

"Now this is just too easy," purred the Governor. "Open the door."

Rick listened as someone reached out and pulled on the door. It squeaked and groaned but didn't budge. The man tried to pull again and Rick heard him grunting with the effort. He wasn't going to get the door open without a key.

"It's locked," said the man, panting. "They must've put them in here and ran."

"Them?" wondered Rick. Who else was he sharing a cell with?

Rick ignored the discussion taking place outside the cell of how to get the door open and instead focused on who was in the cell with him. He couldn't feel anyone else on the bed with him and he causally allowed his arm to fall off the side.

His hand slapped against the scruff of another man's face before landing on the floor. He'd recognize that rough face anywhere: it was Daryl. Rick realized that whoever had placed him in the cell had also put Daryl there because he was still alive. He couldn't let Daryl die too; not after everything they'd been through.

"Sorry sir, I don't think this door is going to open without a key," said a man.

"Fine," hissed the Governor. "I've never shot fish in a barrel and now I'll know what it's like. I can take care of them on my own: the rest of you find the others, if they're still living."

"Sir! I found some keys!"

Rick's heart jumped as another man bolted into the cell block, the sound of keys jingling following him.

"Took them off a dead woman…thought we'd need them," the man explained.

Rick listened as the keys were passed around and then inserted into the lock in the door. Rick heard the click as the key was turned and the lock was opened. He maneuvered his hand to get it into position on his revolver and hopefully get a shot off into the Governor once he entered the cell.

"Everyone out…track down the others and kill them all. I don't want any survivors," announced the Governor. "I'll be out as soon as I take care of things here."

The men around the Governor left. Rick heard their hurried footsteps leaving until it were just him, Daryl, and the Governor.

"There's no point of faking it any longer Rick; we both know you aren't asleep."

Rick heaved himself up in bed and fired the second he opened his eyes. He shot blindly and the bullet whizzed past the Governor's right ear. The shot might as well been a mile off because the Governor hardly blinked. Instead he smiled and stepped into the cell.

"Be careful that you don't waste your last shot…" warned the Governor.

Rick squeezed the trigger again and his gun made a dreaded click.

"Oops," chuckled the Governor. "Looks like you already did."

Rick squeezed the trigger again as the gun uselessly cycled through the empty chambers. The Governor came forward again and his eyes darted down to Daryl on the ground.

"I thought he might have lived after all…I guess if you want someone killed the best way to do it is to do it yourself."

The Governor started to reach for a knife on his belt and Rick threw himself off the bed and lunged for the man. Rick hit the Governor and knocked him to the floor, pinning him down. The two men locked glares and the Governor growled, kicking Rick in the stomach. Rick rolled off the man and curled on his side while clutching his already injured stomach. He panted and coughed in agony as the bullet wound began to bleed through its dressing. The Governor got back on his feet and stood over Rick. Using his boot, he laid Rick on his back and then pressed down to keep him there. Rick twisted under him but couldn't fight the pain that was holding him down. The Governor briefly relented and shifted his foot from Rick's waist to his throat, cutting off his airway. Rick choked and thrashed about, his hands desperately seeking anything he could use to release himself from the Governor's hold. Finally he found the gun he had dropped and with all the force he could use, slammed it into the Governor's shin.

The Governor howled and his foot came off Rick's throat. Rick tried the action again but caught the inside of the man's knee and hit hard enough to buckle his entire leg. The Governor went down and crashed into the cell wall. Rick didn't give either of them time to catch their breath before he was up and on the Governor again. He struck out at the man with the gun and delivered a stunning blow into the side of the Governor's neck.

The Governor fell farther down the wall until he was sitting on the floor while holding his neck. Rick closed in on him but was thrown back by another powerful kick that stole his breath. Rick stumbled backwards, tripped over Daryl's unconscious body, and hit his head on the corner of the bed.

In an instant, Rick's limbs ceased to work. A dense fog rolled into his sight and he could barely make out the man kneeling on the other side of the cell. A second later, the man was no longer kneeling but pulling Rick up and tossing him on the bed. Stunned, Rick was powerless to attack back. The Governor released Rick and drew out a long hunting knife. Rick saw the shimmer of the blade as the Governor lowered it to his chest.

Rick watched the Governor bear down on him, and then he roared and fell out of his sight. Rick struggled to regain his senses and he turned to look over the side of the bed. Below him, the Governor was laying face-first on the floor; his hand helplessly gripping at a second knife that had been driven into the back of his thigh.

"Son of a bitch—stay dead you damn hick!" shouted the Governor as Daryl's hand fell off the knife's hilt.

Daryl shifted to the side to avoid a blow from the Governor as the man lashed out at him. The Governor crawled after him and Rick pulled himself together enough to tackle him. Rick yanked the smaller knife out of the Governor's leg and shoved it down into his back.

The Governor reared up like a wounded bear and brushed Rick off him. He reached around and drew out the knife himself and flung it out the open cell door. Rick watched it land far beyond his grasp and then as the Governor turned his sights back to Daryl.

Daryl tried to move away but the Governor caught up with him. One of his large hands wrapped around Daryl's throat as he brought the other with the knife to Daryl's stomach.

"Rick…get outta here," said Daryl as he pulled his stomach away from the knife's tip. He tired to give himself a little extra room and raised his knee up to the Governor's chest to keep him at bay. Daryl was shaking terribly and Rick didn't know how much longer his friend could hold out for. "Ya gotta—"

"NO!" shouted Rick, throwing himself at the Governor a final time. The two rolled on the floor as they fought for control over the knife. The Governor wasn't about to play fair though and hurled a wild kick at Daryl's head. The Governor's boot connected with the side of Daryl's head and it snapped across to his shoulder.

"Daryl!" Rick yelled, trying to get his attention. Daryl's head lay against his shoulder, fresh blood trickling from his temple. "Daryl…no!"

Rick was briefly distracted with worry and didn't see the Governor's fist flying straight towards his nose. The hit shattered Rick's nose, spewing blood out in all directions. Rick choked on some and spit it up as it ran down his throat. He opened his eyes as he felt the Governor's breath on his face, the man only inches from him.

"I'm going to kill you then I'm going to make sure he's dead. And after I'm done with you, it's going to be your baby when I find her," whispered the Governor.

He closed his hands over Rick's throat and cut off his air. Rick began to gag on the blood from his nose while his lungs heaved for oxygen. He could feel his heart racing in his chest, each beat bringing a searing pain with it. The Governor's grip tightened and Rick lost his ability to focus on anything. The cell around him faded into grey and then into black as he eyes began to drift shut.

"No you're not."

Rick heard what sounded like Carl speaking over the Governor's shoulder but he was too blurry to make out properly. The next sound he heard was a quick gasp by the Governor and then a sharp pop. Instantly, something wet sprayed across Rick's face and neck but Rick didn't care: he could breathe again.

The Governor's lifeless hand released his neck and slid to the floor. The weight on Rick's chest increased as the man fell onto him, blood dripping from the hole in his head down on to Rick.

Rick and Carl stared at one another, both too shaken to move. "Dad?" he asked, slowly lowering his pistol.

Rick nodded and swallowed a mouthful of blood. He tried to push the Governor's body off him but a bone shattering pain tore through his side.

"Carl…Carl…" he whispered, reaching a shaking hand out for his son.

Carl dropped his gun and ran for his father. He shoved the Governor off him and watched in shock as blood spread across Rick's stomach from the open wound in his side.


Ok, thank you so much everyone! All your favorites and follows have been great. I've loved all your reviews greatly and appreciate everything everyone has said. There's only one chapter after this and then I guess I'll start the sequel. If there's anything in particular you want to see in that one, let me know. One more chapter!