AN: Thanks for the reviews. Things are gonna get a bit dark in this chapter but it's not all angst and death. Read on.

When he entered the cell block, he looked around for Carol, but didn't find her. "Beth, where's Carol? I need to talk to her." he called over to the young blond standing by the stove.

"She said she was still kind of tired after yesterday. She told me she was going to go lay down."

"Thanks." he called over his shoulder, already heading towards her cell. When he opened the curtain, he found that she wasn't there. He was just about to leave when he spotted a piece of paper on her bed. He looked a bit closer and saw his name. He picked it up and turned it over, his heart leaping into his throat when he saw the words written there.

I'm sorry. I had to do it. Forgive me.

Carol

He became frantic when he saw that her gun was not in the holster hanging from the back of her chair. He had to find her now. Before it was too late. He raced out of her cell and thanked god when he saw her faint footprints in the thin layer of dust that had settled on the floor. He followed them, racing, heart pounding in his chest as he entered the tombs. They led to the closet where he had once rescued her after they had thought they lost her. There was no hesitation on his part as he swung the door open, revealing Carol, sitting cross legged on the floor, her tear stained face focused on the gun that lay before her. She didn't look up, she knew he was there and all it did was cause a new wave of tears to flood her eyes.

He felt relief wash over him, but it was only a brief respite from everything else he was feeling. He was angry, furious that she had even considered doing what he knew she came here to do. But mostly he was scared. Scared of the way she looked right now, small and broken, rocking back and forth as she sobbed. He was scared of the future, knowing that stopping her now was only delaying the inevitable. He was scared to speak. He simply leaned down and carefully picked up the gun from the floor, tucking it into the back of his jeans before sitting down across from her. The closet was small, and his knees were touching hers as he sat there in silence. What could he say right now? He couldn't tell her that things would be okay. They wouldn't. One way or another, her life was going to end and soon. But he wasn't ready to give her up yet. And certainly not like this. She was worth too much to spend the last seconds of her life hiding in a dirty hole, with nothing left but the taste of cold steel on her lips. But she hadn't done it. The gun on the floor had been proof of that. Why would she have set it down unless she had changed her mind. He wanted to ask her, to say something, but he couldn't. He remained silent, his presence alone was more of a comfort to her than he knew.

She cried until she didn't have any tears left. After a while she dared to glance at him, terrified of how he would look at her after what she had done. He didn't look angry, he looked like her, broken and scared. He finally found the strength to speak. "Carol, why…" he whispered, trying to keep his voice from cracking.

She lifted her head but still wouldn't really look at him. "I'm sorry. I just didn't know what else to do. I couldn't do it. I tried. I had my finger on the trigger. But all I could think about was someone finding me like that. Carl, or Beth, or you. I couldn't do that to you all."

Daryl shuddered when he realized just how close she had come. He had to know one thing, and he reached out and gently put his hand on her knee as he asked. "Carol, why now? You could still have months left, you told me that. Was this because of what I told you in the watch tower? You ran out of there like a bat out of hell. I didn't mean to get you upset. I was tryin' to do the opposite. I came in to tell you I was sorry and I found your note. I ain't never been more scared in my life."

Carol finally met his gaze with her own, her red rimmed eyes locked onto his. "Daryl, I'm sorry I scared you. I was stupid and selfish to even consider this. But I have to ask you something. Why did you say that to me this morning? Were you just trying to make me feel better? Trying to give me what I wanted? I need to know."

Daryl saw the hurt and confusion on her face and it made his heart ache. "I wasn't trying to do anything. I just finally realized that I wasted way too much time taking you for granted. I realized that I didn't want another second to go by without you knowing how I feel. I love you, not like a friend or like family. I love you and I'm sorry I'm such an asshole that it took me this long to tell you that."

She felt a fresh batch of tear begin to well up in her eyes but she blinked them back. "That's what I was scared of. I love you, and I'm sure you know that. I haven't been real subtle about it. But I had accepted that you didn't feel that way, and somehow it made things easier. I was worried about how you would react when you found out I was sick. But I knew that eventually you would be okay. You would bury your fallen friend and move on. And then you go and tell me something like that. I just couldn't handle it. I thought that if I just ended it now, than maybe it would make things easier for you. That you wouldn't have to watch me die. Because that's what is going to happen. I'm going to get weaker, I'm going to be in pain, and then one day, I'm just going to fade away, leaving behind nothing but a monster. Don't you understand that? We aren't going to get married, or have kids, or live a long happy life together. I'm going to die and you are going to have to kill me again before I turn. That is the reality of all this. No matter how much I love you, how long I've wanted to hear those words pass your lips, I couldn't do that to you. That's why I ran off. I can't do that to you." A few of the tears she had been trying so hard to contain escaped, leaving wet trails down her dirty cheeks as they fell.

Daryl tried to process everything she had said. She had tried to kill herself just so he wouldn't have to watch her die. She thought if she was just his friend then it wouldn't hurt as much when she was gone. She was wrong. It would have killed him more if he had never told her the truth, had let her go to her grave thinking he didn't care about her just as much as she cared about him. He had to make her see that. He moved himself over to sit next to her, wrapping one arm around her shoulder and turning her to face him. He reached up and placed his hand on her cheek, wiping away the tears with his thumb. He looked deep into her blue eyes, desperate to make her understand. "Carol, you ain't doing anything to me. I love you, and if being with you means watching you die, then I'll watch you die. But right now all I'm worried about is you livin' the time you have left and you sure as hell ain't gonna try anything like this again. Like it or not, you and me were a team long before now and we're gonna deal with this together. You get that?"

She was barely able to nod before his lips were on hers, rough, demanding, desperate. His arms tightened around her, and she pressed a hand lightly against his chest, pushing him away. He pulled himself away from her, almost expecting her to be angry with him. But she had a small smile on her lips. "Daryl, are you sure about this? This isn't going to be easy."

Daryl nodded, wanting nothing more than to feel her. "I don't need easy. I need you."

He kissed her again, and this time she responded with as much passion as him. She moved herself to straddle his lap as she brought her hands up to his face, resting one on his cheek and tangling the other in his hair. She had obviously had more experience than him, and she kissed him with a skill and a fury that made him light headed. Her tongue was suddenly on his and he actually sucked on it before breaking away, only to have her gently tug on his bottom lip with her teeth and pull him back in. Their lips moved together in a perfect rhythm and she was starting to squirm in his lap, her ass now resting on his thighs. He could feel himself growing harder. So could she, and she scooted herself a bit closer to him until the bulge in his jeans was directly under her own denim clad heat. She began to gently thrust her hips towards him and it took every ounce of self control he had not to rip her clothes off of her right there. But he forced himself to stop. He pulled away from her, panting, having been kissed breathless. He looked at her swollen lips and her hunger filled eyes. "Carol, we can't. Not here. I almost lost you twice to this room. I don't want to make love to you here. It ain't right."

Carol leaned in and kissed him again, gently this time. She stood up and offered him her hand, pulling him up when he accepted it. "I know where we can go. Come on." she said, leading him from the room and out of the tombs, away from the bad memories they held. Towards something better.

Thanks for reading. Next chapter up by tonight. I'm on a roll now. Please review. Pretty, pretty please! I need input. Thanks!