A/N Sorry I haven't been too on top of my updates lately. But here's another one! Hope you guys like it, getting into season 3 now. Thanks for the new reviews, I love hearing from you guys. Much love and enjoy 3


"Daryl and I are gonna run up and close that gate, you guys work on just taking out the walkers already in there, and watch our backs." Rick reiterates one more time before they go in.

"Rick, we got this, let's go." Sam blurts out, immediately offering a sheepish apology "Sorry, blame nerves."

They start in on the courtyard, sticking to the tight formation, everyone's backs facing in. Sam starts noticing more and more walkers in riot gear, making them harder to get at. T-Dog goes after one with a shield, using it to his advantage, keeping the walker away from him while he kills it. Maggie struggles to get her knife under a walkers helmet and into it's brain, but smiles triumphantly when she finally does. Rick and Daryl secure the gate shut and help put down the remaining walkers.

"Do we dare see how the inside looks?" Sam asks, wiping sweat and walker gunk off her forehead with the back of her forearm.

"There's 'nuff here to fill maybe half a cell block." Daryl says "But that's a civilian."

"There must be a wall down somewhere. This place could be over run from the inside." Rick says "But we could close off one block and work in a little every day."

"Definitely worth it if we can finally have a safe place to be." Sam nods.


Sam walks slowly, waiting for her eyes to adjust to the dim light inside the prison. After the glaring sun and almost oppressive heat in the courtyard, the cool air inside gives her over heated flesh instant goose bumps. The entire group makes their way to the first cell block, block c.

"We can sleep in the cells, lock the doors at night," Rick says, motioning to all the open cells "soon as we clear out the rest of the cells we can each find our own."

"Cool." Carl says, appreciatively looking around.

"I ain't sleepin in no cage," Daryl states "I'll take the perch."

Sam rolls her eyes at him, but smiles anyway. "This place is huge. I bet they have a hell of a kitchen, plenty of food."

"We'll push in tomorrow, see if we can find the kitchen, infirmary, maybe armory." Rick nods, dropping his pack, but keeping his weapons. "Let's get this place cleared first."

The groans of the hungry walkers gets louder as they realize that fresh food is almost within their reach. They lurch to the bars of their cells, desperately reaching for the meat in front of them. Sam almost feels bad for them, trapped and so easy to take out. But by the looks of them, and the smell, they've been dead a long while. She helps Rick and the others empty out the last of the cells, and drag the bodies outside.


"Are you sure you don't want to share one of the cells with me?" Sam asks Daryl before going to pick one out for herself.

"Just sleep on the perch with me, plenty of room for both of us. Maybe not for all your crap though." he jokes.

"Shut up." she follows him up the stairs "Wanna help me drag a few mattresses out here so we have somewhere comfortable to sleep?"

"You see some of the mattresses in here? You really wanna sleep on those?" he jokes "Be better sleeping on the floor."

"Come on, they all can't be that bad."

"Yer gonna be the death of me, you know that right?" he complains, content with heaping blankets on the floor.

"You've been saying that for months. Either you're too stubborn, or I'm not that bad." she points out.

"Fine, both. Now go find some mattresses you would sleep on, if you can."

She searches each cell on the second floor, carefully checking each mattress, trying to find two of the least disgusting ones. She finally settles on two in a completely empty cell at the end and drags them over to where they left their stuff, arranging them against the wall.

"If we can find a way to hang some blankets, we can even have a little privacy." Sam points out, arranging her stuff around the edge of the mattresses, and continues under her breath ,"Kinda why I wanted our own cell."

"What's that?"

"Nothing," she laughs, seeing the last rays of the sun slanting through the window, "let's eat and get some sleep."

"We got some jerky, dried fruit, kinda fresh fruit, water and canned peas." Daryl rattles off "Take yer pick."

"Well since the fruit's on its way out, might as well eat that and some of the jerky, save the canned stuff for when we need to cook." Sam accepts the food from him, and sits cross legged on the mattress "I can't wait to see what this place has."

"We might actually be alright for a while." Daryl agrees, wiping juice from the overly rip peach off his chin.

They listen to the clamor on the ground level and slurp the juicy fruit, trying not to drip any on the bedding.


Daryl leans on the railing, watching everyone settle down. The night is quiet, but the moans from the walkers are dulled enough by the concrete walls that they might be able to get a decent nights sleep.

"Daryl, come on." Sam says softly from the nest of blankets "Let's get some sleep now."

He pushes off the railing and sits on the end old mattress to unlace his boots and take off his flannel shirt. Sam scoots next to him as soon as he stretches out on the mattress, her arm across his stomach and her head on his chest.

He chuckles softly "You wanted us both to sleep on one of those little cots? You know how much you move in your sleep, right?"

"Shut up." she whispers and jabs him, "I do not."

"Yup, that's what you think." he tightens his arm around her.