Disclaimer: I do not own The Walking Dead.

a/n: I wanted a little kinda light-hearted moment or two, before the shit hits the proverbial fan, and it goes back to the angst.

...

"I can fuckin' manage blondie, get the hell out'a here!" Merle rasped irritably as Andrea grasped his duffel bag. He stood swaying slightly on his feet, the sling about his arm and neck cradling his bandaged stump tightly to his chest. He shook his head, watching as she continued to ignore him. "I mean it. Get the fuck out!" he snapped angrily.

Carol pursed her lips in amusement as she watched them, her eyes meeting Andrea's as the blonde woman looked towards her and rolled her eyes.

"Fine! Do it your way." Andrea dropped the bag at his feet and stomped away from him.

"Do goodin' women ain't good for shit," Merle said as he stooped to wrestle the bag from the floor. His hissed as he tried to grip the thick handles with his bandaged hand. "Oh, for fuck's sake!"

Andrea turned away from him and started to walk towards Carol. She paused briefly, glancing over her shoulder, "As you said Merle, us women 'ain't good for shit'," she called back to him.

"That was mean," Carol smirked.

"He asked for it, stubborn asshole. I don't know how you do it Carol, putting up with him. Hell, you must have the patience of a saint," Andrea grimaced as she ran a hand through her unruly hair.

"Oh I don't know about that," she replied, watching as Merle tried grabbing at the bag again. "Having a thick skin certainly helps. And speaking of helping, I guess I should go rescue him, the poor thing."

Andrea laughed, "Poor thing? Good God Carol, just how sweet on him are you?"

Carol was aware that her cheeks were starting to burn, and she tried to avoid the question looming in Andrea's blue mirthful eyes.

"Oh, go on...spill," Andrea prodded further.

"Am I that transparent?" Carol asked eventually.

"Not really, but you have been spending a lot of time with him. You can tell me," Andrea nudged her arm and raised an eyebrow at the look on her face. "Oh."

Carol glanced at her, "A little, I guess," she admitted reluctantly.

Andrea laughed, "A little? Okay Carol. I'm just surprised. I mean, him of all people?"

She looked at the blonde woman and shrugged delicately, "He isn't so bad." Suddenly she found she didn't want to discuss him, but Andrea's words annoyed her. Merle had caused so many problems to so many people, and it seemed that not many saw him in the same light that she did. "He just needs a chance, Andrea. We've all done bad things and I know that he has too, okay...maybe more than most, but it doesn't mean that he doesn't deserve the same chance as everyone else. There is a good man there, if you dig deep enough."

Andrea was gazing at her with a suddenly intense expression. "Maybe so. But not everybody has someone like you backing their corner either. I didn't mean any offense Carol, and I'm sorry if you thought I did."

Carol dragged her eyes away from Merle, glancing quickly behind her. She could hear Rick struggling in his cell, heard him cursing as he wrestled with trying to dismantle and pack away Judith's travel cot. She felt her lips pull up into a small smile. "I think Rick needs a hand."

"Oh, I thought Michonne was all over that," Andrea smirked.

Carol frowned, not altogether getting at what Andrea was implying. "Michonne's outside with Daryl and Glenn, packing the cars."

Andrea shook her head, gazing at Carol humorously. She opened her mouth to speak, then just smiled instead. "Okay. I get the hint." She gestured with her arms, "I'm gone!"

She watched as Andrea hastened across to Rick's cell, and listened for a moment as Rick reluctantly accepted her offer of help. She found that she couldn't help but smile. Her gaze drifted back across to where Merle was, and she felt her heart twist as she saw that he was stood there silently observing her. She blushed a little at the look he gave her, and she swatted at her skin ruefully, wishing that she could cool the warmth of her cheeks.

It hadn't really been that long ago since she had kissed him...and the memory of it still burned largely in her mind. She didn't know what had possessed her to do it, and even though she felt no regret over it, she still felt torn in her mind. She was attracted to him, she couldn't deny that, and she wondered if the attraction was mutual. She wondered if it was enough for...and pushed the thought out of her mind as soon as it came.

Merle frowned at her as she stepped closer to him, "What was you an' blondie laughin' 'bout?" he growled irritably.

"Nothing really." She glanced up at him and felt his blue eyes smolder their way through her. She swallowed quickly as the frown etched deeper on his face. She couldn't help herself as her hand sneaked out and caught about his wrist. His gaze softened a little as he looked down at her hand on his arm. "Just, oh you know, Rick. It's the end of the world and after everything we've been through-and that man still can't dismantle a child's playpen."

"Huh," Merle grunted, but he made no attempt to shake her hand away from his arm.

She looked at him, and was aware that he was watching her just as intently as she was watching him. She swallowed quickly again, feeling the air between them vibrate strangely. Breaking away from his earnest gaze, she sighed and looked down at his duffel bag laying on the floor. "Do you really think this will work?"

Merle stepped closer to her, and without realizing it, she gripped his wrist more tightly. She glanced back at him, her eyes widening as he edged yet closer to her again. He stood with her hand still on his wrist and as he raised his arm, her knuckles brushed against his chest.

"Ain't 'xactly happy about this shit," he rasped, "An' I fail to see why I gotta go with Hershel and the kids."

"We just want you safe," she murmured.

"You mean it's 'cause I can't do shit," he hissed. He glanced down at his bandages and she could see the hurt in his eyes.

"No Merle. It isn't like that, really." His eyes dragged from his arm to meet hers curiously. She shook her head at him, "I want you safe." She tried to ignore the implication in her voice even as his eyes widened in surprise.

"Why you gotta go with Rick, and the others then?" he challenged. "What if-" He paused for a moment looking at her carefully, "What if I wanted you safe?"

She brushed her thumb softly against his wrist, before letting her hand drop from his arm. "It doesn't work like that, Merle. Glenn, Maggie and Andrea are going to keep the Governor and his men back as much as they can. The rest of us? We are going to hide in the tombs. Rick has a plan. We just need you, Hershel and the kids safely out of the way. This isn't a reflection on you at all."

Merle sighed irritably, "Fuckin' Rick's always got a damned plan."

"We'll be fine."

Merle stared at her, "I ain't fuckin' happy," he insisted sullenly. "Yeah...so I get to go an' hide out like a damned pussy with the ole man and the fuckin' kids, while you...you and my brother hide out with the rest of 'em assholes while the Governor comes here? That jus' ain't sitting right with me at all, darlin'."

Carol sighed, and shrugged. There wasn't much she could do or say. But as she looked at him, she couldn't help but fear for the worst. Daryl had been out hunting, and had found tracks and evidence that the Governor was still alive. And now Rick had a plan. But...what if Rick was wrong and the Governor had already second guessed him? She glanced about the prison, suddenly seeing that they were on their own. Rick had gone with Andrea and the silence was suddenly all to painful in their absence. Merle was watching her closely, his eyes not leaving hers for one moment.

She smiled, hoping to reassure him, but she felt the doubt in her heart. There was so much that could go wrong, and she could only hope that Rick had thought this plan out a lot better than his previous ones. She didn't want anyone to risk their lives on half deluded ideals anymore.

She stiffened as Merle raised his hand and touched at her cheek, the pad of his thumb rough against her skin, and as she watched him she thought she saw the same concern mirrored in his eyes. "It will be okay," she said quietly, although she wasn't sure if she was trying to reassure herself as much as him.

"If it ain't, I swear I'll kill that fuckin' sheriff myself," he glowered.

Footsteps clattered into the cell block, and she glanced up as Michonne came into view. The other woman's eyes widened momentarily and as she smiled, Carol was all to aware that Merle and herself were stood so close together and that his hand was still resting against her cheek.

"They are waiting for you, Merle," Michonne said, still smiling at them evenly.

"Let 'em fuckin' wait," he grumbled, moving away and stooping to grasp at the duffel bag still laying on the ground.

Carol leaned next to him, knocking his hand away and ignoring the sharp look he shot her. She picked the bag up and stood waiting for him. "Your arm," she said quietly, gesturing to him.

"What?" He peered at her suspiciously, then sighing, he reluctantly did as he was told and held his arm out. She stepped nearer to him, tugging the straps over his arm, and pushing the bag up and over on to his shoulder. He glared at her as she gave the back of the duffel bag a slap with her hand and she tried not to laugh at the sour expression on his face.

He moved away, stopping and turning as he waited for her to catch up to him. They stepped through the cell block quickly, only pausing as Rick came through the door, and Carol watched in alarm as Merle strode straight over to him and bumped against Rick roughly with his shoulder, making the other man stumble and take a lurching step backwards.

"Pussy," Merle grinned as his eyes traveled across the sheriff. "Grown a spine yet, huh?" Rick chose not to answer, only glaring at him heatedly, and Merle chuckled, "Thought not."

Carol caught Merle's elbow in her hand, and narrowing her eyes at him, she pulled him along with her, ignoring Rick as he stood there watching them a little too thoughtfully. The last thing she wanted right now was an altercation of any sorts, and it felt like Merle wouldn't take too long before he'd be itching for a fight. She was only glad that Rick for his own sake, had chosen to remain silent.

"Can't I have a little fun? Fuckin' idiot is beggin' to be knocked on his ass." Merle was still smirking as he looked back to her.

She pursed her lips and stared at him, raising her eyebrows. "I think there's more pressing matters at hand, and knocking Rick on his ass isn't one of them right now."

Merle frowned at her, "Whatever. But I'm tellin' ya darlin', this shit ain't sitting right with me. Rick decides crap and we all gotta go along with it? Fuck."

"It's how it is," she replied.

He grunted in reply as they neared the door, and she stood there, watching as he pushed the door open. "You better be okay," he growled, looking over his shoulder and frowning at her.

"Daryl will be with me, and Rick and Michonne. It will be okay," she sighed a little, wondering at the fact that it seemed that he was worrying about her.

He hesitated at the door for a few moments, and chewed the inside of his cheek thoughtfully before turning back to her and quickly pressing his lips to her temple. Her heart fluttered widely in surprise at the sudden gesture, and he gave her a curt nod of his head before turning away and shoving the door open, then striding determinedly through it.

She took a deep breath as she stepped out after him into the cool bright sunlight. Hershel was stood leaning on his crutches next to the Hyundai, Beth and Maggie close to him. Glenn had his arms banded around himself, watching them intently. She thought that both Maggie and Glenn looked strange wearing the full padded black prison riot gear, rifles strapped across their backs.

"Look after daddy, Bethy," Maggie said as she pulled her sister into a fierce hug.

Beth smiled and rested her head on Maggie's shoulder, her own arms tight around her. "I will. Be careful Maggie, look after Glenn."

Carol couldn't help but smile sadly at the small family unit, and she felt a tear prickle as Hershel hobbled over to them and awkwardly wrapped his arms around both of his daughters, while leaning on his crutches. She let her gaze sweep across past them, saw Carl with Judith wrapped tightly in his arms, and she thought wistfully how much the boy had grown in the time she had known him. He was no longer the small boy playing with Sophia in the dirt of the quarry-he was now a gangly limbed youth with an inner strength that most his age would never dream of, or possess.

Daryl was stood close to Merle, and she felt her heart tug as she saw Merle band an arm about his brothers shoulders, the way Daryl grinned back at him.

The farewells were brief, and she watched as they climbed into the small car, Beth squeezing into the back seat with Carl and the baby, Merle into the passengers side. Rick and Michonne had come out of the cell block, and Rick was now leaning through the opened car door, one hand tenderly stroking Judith's small chubby cheek. She watched as Carl leant forward and let his father give him a brief hug.

Daryl came across and stood to her side, and she watched the car pull slowly away. Rick and Michonne pulled at the gate to let them through, and she fervently hoped that they would be all right. Her eyes followed the small car until it was out of sight, and she found that she couldn't help the small tired sigh escape her.

Daryl nudged her gently with his hand, watching her with an intense fiery expression. "He'll be fine Carol," he said quietly. "I know ya worry about my brother, but he'll be fine."

She glanced away from him, her eyes traveling down the empty track that the car had driven. "I hope so Daryl," she said.

Rick was pacing impatiently, one hand sweeping through his hair. His eyes raised and caught Maggie's and Glenn's. "Where's Andrea?"

Glenn rolled his eyes, "She...err, well she wasn't exactly happy about wearing the riot gear."

"That's an understatement Glenn," Maggie almost laughed.

"She's already in position Rick, just waiting for us, I guess," Glenn said.

Rick stared at the gate, his hand flexing before hovering over the gun at his waist. He turned to them, his eyes flickering across them all, before resting on Daryl. "Alright. Let's get this done."

Daryl's hand touched briefly at her arm, "C'mon," he said and she glanced once more at the gates, before turning and following him back into the cell block.

...

It seemed to take a while for her eyes to adjust to the dark dank corridors of the cells after standing outside in the brightness of the autumnal sun. Her heart was doing a nervous dance in her chest, and as she walked along side Daryl, she couldn't help at the doubt gnawing at her insidiously again.

Their feet clattered heavily in the silence, every minute noise echoing back harshly-she could hear the metallic ting as Michonne sheathed her katana a few feet from where they were.

"Alright," Rick breathed quickly, "Daryl and Carol-hang back here. Michonne and I will head them off at the next corner." He chuckled harshly, the sound whispering back to them in the thick silence. "Have one or two surprises that Governor won't be expecting."

Carol drew the pistol from her waist and gripped it firmly, "Just be careful Rick."

"We will," he answered distantly, the click of his boots diminishing as he moved further away. "Daryl, you know to give out the distraction."

"Mhm," Daryl grunted, and bumped against her arm suddenly as he fidgeted with his crossbow.

"Okay," Rick called out, and then they were gone. She listened as they moved carefully through the corridors, their footfalls receding.

The silence was almost deafening, and she thought she could hear her heart thudding tremulously in the stillness. She licked her lips nervously, just wanting it all to be over, and fearing what could happen-what could go wrong.

"You a'right?" Daryl whispered close to her, and she felt his breath tickle at her ear.

Carol nodded, then realized stupidly that he couldn't quite see her in the blanketing darkness. "Yeah. Will be after all of this. I guess we just wait now?"

Daryl tapped her arm, "C'mon, follow me."

She followed him a short distance, and leaned her shoulder to the cool wall, her ears alert for any sound. Daryl shuffled quietly next to her. The waiting felt like it was the worst part, and she found that the more she thought on it, the more she wondered on the possibilities of things going wrong, so she tried to calm her mind.

It felt like they'd lost all track of time as they waited quietly, and she frowned as she thought she heard the jarring creak of a cell door opening. Glancing towards Daryl's direction, she knew then that he had heard it too, because he was shifting his weight from next to her, his boots softly gliding across the floor, and she marveled at the fact that he could move so stealthily and not make a sound.

Suddenly noise burst out abruptly, and she saw the dim arcing glare of a flash grenade nosily and brightly come from behind them, and she realized that was one of the surprises that Rick had held back. Daryl grasped the nearest cell door and clanged it loudly, and she tightened her grip on the gun as she heard frantic yelling and a multitude of booted feet stomp quickly and carelessly throughout the block.

She jumped when a hand descended on her shoulder as her eyes tried to readjust to the sudden dimness again, and she bit back a curse as she felt Daryl tug at her arm, pulling her backwards to where Rick and Michonne had gone.

Rick was panting slightly, and as he spoke, Carol thought she could hear the smile in his voice. "They're gone. We need to wait a few more moments, let Glenn and the others drive them back."

"Plan worked, Rick," Daryl grunted.

"We don't know that yet," Rick answered hesitantly. "A few moments, then we'll know for sure. Keep alert."

Michonne huffed in the darkness and Carol almost smiled at the sound. It seemed that the other woman was feeling as impatient as she felt herself.

Time dragged on again, and they stood silently, waiting.

"Gotta be a'right now Rick?" Daryl eventually asked as he clenched the crossbow in his hands.

Rick flicked on his flashlight, the sudden beam bouncing off the walls, casting thick shadows all about them. "Yeah, come on. Let's get out of here," he agreed.

…

Maggie, Glenn and Andrea were jubilant, and Carol found that she could hardly blame them. The Governor had been forced back, and as Maggie had put it 'he'd high-tailed it out of there'. The prison grounds were a mess though, several of the watch towers were partially destroyed, the gates now leaning propped against the entrances, walker's bodies littering the field beyond. But it was all salvageable.

She couldn't quite believe that they had beaten him back. Carol hoped that it was the last that they would see of the Governor. The others were gathered in the courtyard and she hadn't been paying much attention to what was being said, and as she focused her attention back to them, she felt disbelief flow through her when she realized that they were going to go after the Governor immediately, track him down and finish it.

When she'd been asked though, she had agreed to the idea. She hadn't been so keen to hear that Rick, Michonne and Daryl were going after him. It seemed that the day was growing longer by the moment, and she wished that if they had to go, then they would find him, and kill him and finally put an end to this constant threat that had been hanging over their heads unceasingly. They all needed time to recover now, time for a little peace to reign back at the prison. The Governor had to die, and it was as simple as that.

She glanced up at the sound of a car, and Maggie and Glenn rushed across and tugged at the propped gate, allowing the small car entry into the courtyard. She felt a wave of relief as the car pulled to a stop, and the doors flung open. Merle got out of the car first, followed by Hershel, and she frowned at the look on their faces. Neither of the men were smiling, instead they were both watching Carl intently as he got out of the car.

Something had happened, and she wasn't sure what.

...