The Walking Dead doesn't belong to me.

Thank you to everyone who has reviewed. I love hearing from you.

Carol leaned on the rails of the watch tower, looking out, uselessly, into the night. It was too dark to see anything now, except the stars. They hadn't changed. The constant low moan and growl of the hand full of walkers around the perimeter punctuated the silence. She fought, and mostly lost, thinking about him.

"Sure is a pretty night." Axel said, leaning on the rail beside her.

Carol shrugged and wished the man would take a hint. He'd been following her around like a puppy for days.

"Do you know the constellations?" He asked.

"No." Carol said. "I'm not sure it matters anymore."

"Maybe that's an advantage for us." Axel suggested. "We could make up our own pictures. Ones that make sense. Who would know the difference?" He stared upward intently. "See? Right there? Doesn't that put you in mind of a salt shaker?"

Carol looked up in spite of herself. He was pointing at Orion.

"I don't see it." She insisted, looking away.

"You seem like something is bothering you." Axel said then. "Besides me, I mean."

"Why do you say that?"

"You usually smile more."

"Well, there's not always a lot to smile about." Carol said. "Just moments of forgetting in between everything else."

"That's pessimistic." Axel declared. "What about that beautiful baby? No one can help smiling at her."

Carol didn't smile. She looked away and attempted to blink back the sudden tears. All attempts at intimidating this man would be for nothing if she broke down in front of him.

"She is beautiful." Carol managed to agree after a moment. "And I have such hope for her. But that's not very realistic, is it?"

"I think she'll be just fine." Axel said easily. "With this group looking out for her? She's safe and sound."

Carol stared at him. "I had a daughter. Did you know that?"

"Ah, no." Axel said, caught off guard.

"They don't mention her much. They're afraid of upsetting me. But that makes it worse because sometimes it feels like something I made up in my head. Like she was never here at all."

Carol smiled. "She was twelve. She disappeared right before my eyes. I wasn't fast enough. There are a hundred things I'd do differently if I had the chance. If I could do it all over again."

"We all have our regrets." Axel said, reminding Carol that he was there. She had traveled back to the day the herd had walked through the traffic jam and they'd all hidden underneath the cars. Her last images of her living daughter were of the child's terror and knowing she couldn't do anything to comfort or protect her. The two things she'd spent all her energy doing since the moment Sophia was born.

"Why are you here?" Carol asked Axel. "I think I've made it clear that nothing is going to happen." She said bluntly.

"I like you." Axel confessed.

"Why, exactly?" Carol couldn't understand the man's persistence.

"Well, I guess it's mostly because you treat me the same as everyone else." Axel said. "I'm wearing this jumper and I don't think it matters to you one bit. You don't act like you're afraid of me."

"Afraid of you?" Carol chuckled. "No. I've met scarier men than you. I was married to one of them. If I could survive Ed, I think I can manage you."

"You seem very different from this person you're describing. This wife and mother. Seems like you've got more sass than that." Axel said, staring at her as if he was trying to find that other woman she'd been talking about.

"I made some bad choices." Carol admitted. "Which lead to a few more bad choices. Which lead to disaster. It paralyzes me sometimes. I can't make a decision because I know for a fact how wrong I can be. And what the price is. What happened to my daughter, it was my fault. All of it." Carol sighed.

"I'm sorry for your loss." Axel said sincerely.

"Thank you." Carol said automatically. What useless things words were.

"I'd love to help you take your mind of things." Axel tried again, wiggling his eyebrows.

Carol laughed out loud. "I might be flattered if I wasn't just about the last woman on Earth."

"You can't fault a lonely con for trying."

"You'd have to lose the moustache first." Carol teased.

"Are you serious? I can make that happen." Axel offered.

"Relax. And hold on to your whiskers." Carol shook her head. Axel had managed to distract her for a minute and she was grateful for the rest from her thoughts. Her fingers still burned from where he had clutched them earlier that day. She wondered at the cost of another bad choice.