A/N All characters belong to the writers and creators of The Walking Dead. Except those that arose from my own twisted imagination.

Chapter 46-It All Falls Down

"No!" Rick startled backwards, raised his gun and fired at the Governor. Hershel had a stunned look on his face as he slumped to the ground, blood spurting from his neck. He hadn't been decapitated and was still alive. Phillip motioned the tank forward with the sword and the tank quickly rolled over the fence, Phillip and his army following closely behind it. Bullets were flying on both sides and Rick ran to tackle Phillip. Rick punched him again and again until Phillip punched him in the gut. Rick rolled on his back, the wind knocked out of him. Phillip rose to his feet and stomped down on Rick's chest before dragging Rick to a truck and proceeded to slam his head against the door. As his vision blurred, Rick could see Carl running towards him.

"Carl," he croaked out as his vision faded. "Carl, get back."


"Daddy!" Maggie's anguished scream next to her jolted Dani out of shock. Hershel was gone. Dani raised her gun and fired indiscriminately towards the Governor's army as the tank ran down the fence.

"Maggie! We have to move!" Dani pulled on her arm but Maggie jerked away.

"I'm going to find Glenn!" She ran towards the fence where Alice, Rachel and Sergei were pulling the survivors to safety and firing on the advancing army. Dani turned to Beth.

"Go find Carol and help her get the kids on the bus!" Wild eyed, Beth nodded and ran back into the prison. Dani turned around and took a deep breath shooting two men with guns and looking around for the Governor. She wanted to be the one that put a bullet into his head.


Tyreese and Taylor dropped back as the second explosion from the tank rained debris down over them.

"They got survivors at the fence!" Taylor yelled as Maggie, Alice and several others helped obviously injured people walk towards the bus. Glenn and Bill appeared to be conscious and walking but others were being carried or dragged. Tyreese stood, fired at a walker and motioned towards the group.

"Go! Help them get on the bus!" Taylor ran over to Maggie and draped Glenn's free arm around his shoulder. Tyreese ducked back down as bullets hit right at his feet. When the gunfire stopped, he stood up and fired in the direction of the shooter. He saw a young man in army fatigues drop to the ground. As he started towards the guy to make sure he was dead, Ty heard the click of a round being chambered right behind him. He turned around slowly and came face to face with a young, terrified woman. He raised his hands.

"C'mon now. Don't do this." She shook her head.

"Phillip said this prison is ours. You stole it from him." Before Tyreese could respond, a shot rang out and the girl spun around to face Lizzie and Mika. Both girls had guns, Lizzie a bit more sure of herself than Mika. Lizzie carefully aimed and shot the girl between the eyes. Tyreese stared in shock as Lizzie slowly lowered her gun.

"Lizzie! Mika!" The girls turned at the sound of Carol's voice and ran back into the prison.

"Girls! Wait! Stay with me!" Tyreese looked around quickly for Taylor or Maggie or anyone else. Seeing no one, he quickly ran after the girls.


Abraham had never run from a fight, knowing that was why people thought him so much older than he was. He'd fought in Desert Storm, had even done a tour in Afghanistan after 9-11 before settling down in the quiet life as a private security consultant. He was only forty-six but the lines of experience crossing his face, along with the number of scars, aged him five to even ten years. It didn't matter. He wasn't vain about his looks. And he wasn't going to start running from a fight now as he helped protect the injured and helpless load up on the bus.

Maggie, Taylor, Alice and Rachel had loaded a badly wounded Bill and Glenn on to the bus along with several others wounded at the fence. Andrea and Rachel had quickly herded the children on the bus when the shooting started and the screaming of terrified children was deafening. Maggie had told Glenn that she would be right back and both she and Taylor hurried back to the fence for more survivors. Alice was tending to Bill's bullet wound to his leg. Rachel was in a panic, looking for Jeremy.

"I have to find him!" Kristen tried to restrain her while Jessica held a crying Darnell. The boy was calling for his daddy and Abraham wasn't even sure if the kid was aware that his daddy was dead.

"Rachel! You have to stay on the bus!" Rachel ignored Kristen and ran off the bus, leaving Maddie screaming behind her. Kristen grabbed her before she could follow her mother. Janet climbed into the driver seat and started the engine and Andrea stood quickly in the doorway.

"Janet you can't leave yet! There's more people coming!" Janet ignored her, the panic blinding her to reason. Andrea spun around at the screams behind the building. Cassie was cornered against a fence with Greg. A walker grabbed Greg and bit down on his arm, the doctor screaming in pain. Andrea jumped off of the bus and ran for the girl.

"Andrea! It's too late!" Abraham's voice rang out behind her and as he spoke, a walker grabbed Cassie and bit down into her shoulder. Andrea had flashbacks to Amy that night in camp. Her sister screaming in pain and terror as the attack came out of nowhere. Andrea didn't realize she was crying until Abraham reached her and spun her around, shielding her face from the carnage at the fence.

"Don't look babe. There's nothing you could do."

"Abraham!" Dylan was running as fast as he could towards them.

"Dammit Dylan! I told you to stay on the…" the bus roared to life and sped away down the driveway, running over the remains of the fence. "…bus." Abraham said the last word and almost laughed. He looked around and saw a herd of walkers heading their way. He scooped Dylan up and grabbed Andrea's hand.

"We're getting out of here now." As they headed towards the woods, Abraham realized that, for the first time in his life, he was running from a fight.


Rick staggered to his feet and punched the Governor again. He had only blacked out for a second before roaring back to life. He had to protect his son. The Governor stumbled backwards and tripped over Hershel. Hershel had dragged himself over to the Governor and used the last of his energy to stab the Governor in the leg. The Governor picked up Michonne's katana and hacked at Hershel's neck, finally decapitating him. Throwing the sword aside, he turned back to Rick.

"Phillip!" He turned to see Lilly walking slowly across the field carrying a bloody Meghan. Lilly was crying and she handed Meghan over to Phillip.

"They dragged her out of the car. She was screaming when they tore into her. They killed my baby Phillip. They killed her! Why did you bring her here? Why? We were safe in camp. You didn't need to…" Phillip cut her off with a single shot to Meghan's head. He dumped the little girl's body unceremoniously to the ground and Lilly collapsed beside her in shock. Phillip ignored them both and turned back to Rick just as Rick was diving at him, knocking them both to the ground. Phillip got the upper hand and began to strangle Rick, smiling cruelly as he saw Rick struggle to remain conscious, struggle to breathe…then he felt the sword run him through. Looking down, he saw the blade of Michonne's sword sticking out of his chest. With a jerk, it pulled back and he slumped to the ground. Trying to breathe as the blood compressed his lungs, he looked up at Michonne as she stood over him. She raised the katana over her head.

"Please…" the words left his lips with a bubble of blood but there was no mercy in Michonne's eyes.

"Wait!" Michonne turned and slowly lowered her sword. Lilly staggered over, blood stained, her face pale and filled with rage. "He's mine." Michonne nodded and helped Rick over to the truck. Lilly stood over Phillip and raised her gun. He raised a shaking hand and tried to say her name but couldn't form words.

"Go to hell you bastard." Lilly fired a single shot into his skull, silencing the Governor forever.


Dani raised her gun and fired, hitting walkers and human attackers alike. She walked around the water tank and saw a woman laying on her back, a bullet wound to her leg.

"Karen?" Dani kept her gun raised, ready to fire. Karen was breathing heavily and held up one hand, the other hand tucked behind her back.

"Please, help me." She begged. "I'm pregnant." Dani started to lower the gun and reached her hand out to help her. Karen pulled her hand out from behind her back and aimed her gun at Dani. Without hesitation, Dani shot her in the head. She heard the tank rev forward and realized too late that it was headed for her. She turned to run as it fired into C block. The blast knocked her off her feet. Daryl watched as the she flew five feet in the air and landed hard on the ground.

"Danielle!" He ran past the tank, pulled the pin on his grenade and threw it down the barrel. The lid popped up and the driver scrambled to safety as the grenade exploded. Daryl raised his crossbow and fired a bolt into the man's chest. As the man dropped to his knees, gasping for air, Daryl raised his gun and fired a single shot between his eyes. He left the bolt and ran towards Dani, reaching her the same time as Beth.

"Where's Jesse?" He asked her as he felt for Dani's pulse. She was still alive, still breathing but the blood in her hair scared him. Beth looked at him, her face strangely calm though the stunned look in her eyes worried Daryl.

"Carol had him with the kids. She was going to get them on the bus." Daryl looked around.

"I'm gonna find them. You stay with her!" Daryl saw the back of the bus just behind one of the buildings. He ran towards it and froze when he saw four walkers on the ground, feeding on a body. As he got closer, he recognized Carol's sweater.

"No." He rushed towards her, killing the walkers that had torn her body apart. When he reached her, he dropped to the ground and rolled her body over. A bloody green blanket was still draped over her arm. Daryl felt the bile rise in his throat as he realized that it was the blanket Jesse had been wrapped in.

"No!" Daryl's body went limp as he picked up the blanket and clutched it to his face. He could still smell his son on it. Maggie had found it on a run when Jesse was four days old. The blanket had been brand new, still in its original packaging and both Maggie and Glenn had wrapped it up before giving it to Jesse. His first present, she'd said. Daryl couldn't breathe and was almost in a panic. He could hear someone sobbing and slowly realized that he was hearing his own voice. His shoulders shook and he collapsed back on the ground as the horror sank in. As quickly as the sorrow took over, it was replaced by anger and he lunged up, drawing his knife and stabbing the nearest walker body repeatedly until its face was a bloody hollowed out mess. Only then would he allow himself to look at Carol.

She had been shot in head. It had been quick. She had fallen trying to protect his son before the walkers ripped into her. He closed her eyes and bowed his head, remembering Carol for a moment. She was the one that had opened his heart and made it possible for him to fall in love with Dani. Everything he had now was partly due to this woman. She had helped deliver Jesse, had been happy to watch him so Daryl could be with Dani earlier that day and had died trying to get Jesse to safety. He heard a walker behind him and rose quickly, stabbing it through the skull. He wrenched his knife free and wiped the tears from his face. Dani. He had to get back to Dani.

Beth looked up as Daryl returned, covered in blood.

"Daryl what happened? Where's Jesse?" Daryl couldn't speak but Beth could read the answer in his face. "And Carol?" Daryl shook his head, knelt down and scooped up Dani's lifeless body.

"We gotta go Beth." He turned just as the bus pulled away. "We gotta get her someplace safe." Beth nodded and they ran towards the woods.


Carl dodged the advancing walkers as he ran across the field towards Rick. Michonne was gone and he couldn't find Daryl or Tyreese or Abraham. Rick was slumped against the tire of a truck, his eyes closed, his face bloody.

"Dad!" Carl ran towards him and helped his father to his feet. Rick opened his eyes slowly and tried to stand.

"Where's Judith?" Carl shook his head.

"I don't know. We have to go find her." Rick nodded and the two made their way carefully across the field. When they walked through the main gates between C and D blocks, they saw Judith's car seat lying on it's side. Both of them picked up the pace. Neither one wanted to see if she was dead but they had to know. When they reached the car seat, Rick slowly turned it around. It was empty and blood stained and Rick felt like his soul had been ripped from his body. He heard the chocked sobs of his son and pulled him closer to him.

"C'mon," Rick said, trying to keep his voice stead. "We gotta go." They turned and made their way up the hill on the side of the prison. Behind them, below them, the prison was rocked with explosions. Carl started to turn but Rick pulled him away.

"Don't look back Carl." Carl turned and helped Rick climb the hill. "Just don't look back."