A/N Spoilers for mid season finale season 4 (sort of) Eleanor and Daryl can't catch a break.

Hope you enjoy.

Chapter 18

As their lips met there was an explosion from outside and the prison shock. People started screaming. They jumped apart, both grabbing for their weapons and running from the room.

"What's going on?" Eleanor yelled as Maggie and Glenn ran towards them.

"I don't know" Maggie cried "Have you seen Daddy?"

"He was going out with Michonne earlier this morning. They were getting rid of walker bodies" Eleanor explained as they rushed outside. The first thing they saw was the watch tower in flames, the top was destroyed. Eleanor stopped, her hand going over her mouth, tears filling her eyes.

"Carol was in there, she took over my watch, so I could go and….."her voice broke and she turned to Daryl "so I could come and see you" she sobbed as he pulled her close, not caring who saw. They all stared in horror at the burning wreck.

"What's happening?" Rick ran out, Carl by his side. He stopped when he saw the tower.

"Who was up there?" he asked quietly

"Carol" Glenn choked out her name, fighting back his own tears, as Maggie and Eleanor cried for their friend.

Daryl and Rick exchanged angry looks "let's find out who did this" Rick demanded. As a group they ran around the building, stopping in disbelief at the sight of several cars and a tank parked on the edge of the forest. Several armed people stood around the cars, guns aimed at the prison. As they watched the tank fired again and one of the raised walkways was blown apart.

"Carl, go back inside, tell everyone who can't fight to make for the school bus, make sure the kids all make it, get Judith make sure she's safe" For once Carl didn't argue, her just turned and ran back into the prison.

Tyreese, Sasha and Bob ran up alongside the group. All were heavily armed.

"What do we do?" Tyreese demanded.

Before anyone could answer him a voice shouted from the tank.

"Rick, come to the gate we need to talk"

"You gotta be kiddin' me" Daryl ran forward his gun raised but Rick caught his arm, pulling him back.

"Wait, even you can't take on a tank." He straightened his back "I gotta go talk to him, see what he wants"

The others all began to protest but Rick convinced them there was no choice, they had to try to talk their way out of this. He tucked his gun into the back of his waistband, out of sight and stepped out in full view of the attackers.

Eleanor peered round the building to see a man dressed in black, with an eye patch and an evil smile, standing in front of the tank. She knew she was looking at the Governor. Daryl was pacing around, itching to take out the man that had killed his brother, but trying to respect Rick's instruction.

The Governor was telling Rick he wanted the prison, he wanted them out. Rick was telling him it was big enough for them all, that they could all live there and never have to see each other. Finally the Governor got fed up and nodded to his men. They reached into one of the cars and pulled two people out.

Maggie and Beth gave cries of terror when they saw their father forced to his knees in front of the Governor, an angry Michonne next to him. Eleanor found herself holding her breath as she aimed her rifle through the fence, straight at the Governor. She realised Daryl was next to her doing the same.

"We can take him out, end this now" she whispered

Daryl shook his head, "Gotta give Rick a chance. He knows what he's doing" There was more dialogue between the two men, when suddenly the Governor stepped up behind Hershel, laying Michonne's katana alongside his neck.

"You've had your chance, now we do it my way" Abruptly he pulled the sword back, Hershel stared at his daughters for a moment before slowly toppling over onto his side, blood pouring from his neck. Eleanor heard Maggie and Beth's screams as they all began firing at the men in front of them. Rick pulled out his gun and fired at the Governor, but he had ducked behind a car. The tank started rolling towards the fences, firing again at the building. It ploughed through the wire fences and then the gates, not stopping until it had reached the prison yard. Eleanor saw Rick go down, a gunshot wound to the leg. He managed to crawl behind a wrecked car. She pulled away from the fence and began to fight her way towards him. Walkers were everywhere, drawn by the noise. Fighting back her own tears for Hershel Eleanor, dodged past the tank and into the field. She saw Hershel dragging himself across the grass, trying to get between two of the cars, the Governor strode up behind him and swung the katana down, severing the old man's head from his body. With a scream of anger Eleanor ran towards the evil man. He saw her coming and stood straight, dropping the katana and pulling his gun from its holster. Eleanor stopped and raised her rifle as the man smirked at her.

"A new face and a pretty one at that, same we didn't get to meet before. I would have enjoyed your company." He looked her up and down, not bothered by the rifle she was pointing at him. As her finger tightened on the trigger she was knocked off her feet by one of his men.

"Lock her in the trunk of my car" he ordered "I think I would like to get to know this one better." The man grinned as he dragged her to her feet and tried to pull her towards the cars.

Daryl saw Eleanor struggling in the grip of the Governors men but couldn't do anything about it. He was pinned behind several metal cabinets that had been abandoned in the yard. The tank had stopped about 30 feet in front of him and the Governors people were everywhere, as were the walkers. He couldn't get a clear shot at the man holding her or the Governor himself. At the last minute he saw the walker coming up behind him and turned to kill it.

The Governor strode through the chaos he had caused, heading for the prison, as he passed a wrecked car a figure stepped out and punched him. It was Rick, the Governor swung a punch back and the two started a brutal fight.

Eleanor couldn't free herself from the large man holding her. She let her body go limp, feigning unconsciousness and he dropped her to the ground. As he bent to pick her up she kicked out and knocked him back. She pulled her knife from its sheath and plunged it into his leg, as he fell forward she stuck the knife into his neck. She recovered her rifle and ran towards the car she had seen Rick crawl behind. She saw the Governor on top of him, throttling him. As she watched Michonne strode out of the smoke and chaos and drove her katana through the Governors chest. His back arched and he fell to the floor, rolling onto his back. Michonne stood over him, looking down at his agonised face. She turned to Rick and helped him to his feet, allowing him to lean on her as they limped back towards the prison. Eleanor started to head back as well.

She saw Daryl in the yard, using a dead walker as a shield in front of him as he approached the tank. Once he was close enough he dropped the walker and dropped a grenade down the barrel of the gun, before running off. The hatch opened and the driver jumped out, falling to the ground, just as the tank exploded. He got to his feet and turned to find himself facing a man with a crossbow. The bolt hit him in the chest and he fell, not dead but unable to defend himself from the hordes of approaching walkers. Eleanor could hear his screams as the walkers devoured him alive. She headed into the yard, looking for Daryl or anyone else. Hearing the sound of an engine she saw the school bus leaving the yard, a spray of bullet holes appeared in the back and she spun round to see a man with a machine gun firing at it. She took him out with a single shot as the bus disappeared. In the distance she saw Tyreese running off with the two little sisters Mikka and Lizzie. She couldn't see anyone else except walkers. The prison was lost, it was time to leave. She ran towards the last place she had seen Daryl, using her knife to take out several walkers that tried to grab her. Through the smoke she saw something that brought tears to her eyes and stopped her in her tracks. It was Judith's carrier, empty and blood stained. That was the final straw and she sank to her knees, tears rolling down her cheeks. A dirty, bloody hand grabbed her shoulder and she resigned herself to the bite that was sure to follow.

"Ellie!" a familiar voice bellowed "Get off yer ass, we gotta go now!" She lifted her head and saw Daryl. He grabbed her arm and yanked her to her feet "Come on, we gotta get out of here now" She rose and followed him as they fought their way through walkers. The prison was burning around them, there was rubble and bodies everywhere and the odd gunshot still rang out. Without thinking they headed for the forest, the place where they both felt safest.

XXX