Disclaimer: I do not own The Walking Dead.

a/n: I don't normally write any type of flash-back scene in this fic, but the one here kind of wanted to write itself. I have tried to write it differently, but whatever I came up with just didn't seem to work, in my mind. I am still not altogether sure if this works or comes across as how I meant it to be in this chapter-I just hope that it does work.

Angst in this chapter, but hopefully we will be back to the Marol in the next one :)

As always, I'd like to thank everyone with me in this fic-it is always greatly appreciated!

...

It wasn't very often that the prison seemed so large and so empty as it did right at this moment, Carol mused silently as she looked up from the large stack of dirty dishes and plates. There were times that she longed and craved for peace and quiet, and now that she had it-she was longing instead for the hustle and bustle, for the normality of every day prison life.

Daryl had gone off on a hunting trip that she knew would last a few days, Michonne had gone on an agenda of her own making, and Carol didn't expect to see her anytime soon. Even Merle had gone on a run with others, and she admitted to herself somewhat reluctantly, that she missed all of them...and she just wanted everyone safely back together in one place.

"-and there he stood with this great big carving knife in his hands, and I hadn't the heart to tell Al, my husband...I used to think more ali-mony than Albert mind...well- I'd forgotten to take the turkey out of the freezer the night before, and oh my dear Lord...you know how men are? When he saw what we'd got instead-"

Carol looked away and sighed under her breath. Jeanette meant well enough, but the woman hadn't paused for breath in the last ten minutes, and she was starting to feel that she wouldn't stand a chance of getting another word in edge ways any time soon.

She clinked the china plate in her hands a little too loudly against the side of the dull grey metal sink, soapy suds spraying out and soaking the sleeves of her shirt, little frothy bubbles sitting on the fabric, and as Carol watched, those little bubbles popped.

"Oh...I just talk too much, don't I?" Jeanette looked at her worriedly for a moment, before unleashing into yet another verbal onslaught.

Carol raised her eyebrows and quickly glanced away from the dark skinned woman, staring at her hands instead and sighing softly to herself.

Merle had already left with Glenn, Tyreese and the others, and she couldn't help but worry about him-knowing the whole situation and history between the two men. They barely tolerated each other as it was-so it had come as a quite the surprise that Merle had seemed to want to go on this supply run with him so willingly. And he hadn't said what had changed his mind-not that she'd really given him much of a chance.

Her mind had been focused on Scott and what had happened and she'd found to her despair that as the evening had stretched on, and as Merle had made it abundantly clear that he wasn't going to sleep in his own cell anytime soon- the thought of him being so near had suddenly alarmed her. There was no way that she would let him know how she was feeling, and as the time had dragged on, she'd found herself worrying and fearing his reaction, fearing what he would do if she told him and then fearing for him. In the end, it had been easier for her to persuade him to spend the night in his own cell, no matter how much he had sulked over the fact.

She had seen him briefly that morning before he had left with Glenn, and he had been concerned for her in his usual bluff and abrupt manner, and she had wondered if she had made a mistake about worrying and misjudging his reactions. Without him there-she had slept little, and when she had, her dreams had been painful. It constantly surprised her just how much his presence always seemed to ease and comfort her...to even chase away those dark thoughts and darker dreams, and she had instantly regretted sending him away, but her foolish pride had prevented her from calling him back. And now he was gone-she missed him, and she desperately wished that he was back at the prison. Even if she couldn't tell him what had happened, just him being there felt enough.

Irritably she shook the suds off her crinkled and heat reddened hands-the soapy water a lot hotter than either her or Jeanette had intended, but with no luxury of free running hot water-they'd had to make do with boiling the water for the dishes in the large sized catering kettles. She grabbed at a dish towel and quickly wiped at the crockery, stacking it together ready for use for the evening meal.

As much as she tried to focus on the menial task at hand, and the more she tried to ignore what had happened the night before, the more and more it crept into her thoughts. She closed her eyes briefly, tears starting to smart beneath her eyelids, and she found to her horror that her mind kept on churning up the memories that she tried so hard to fight against.

"You'd make this a lot easier on yourself if you just gave in," Scott smiled. "I don't know why you're fighting this, I mean-you let that fucking dog-assed hick near you all the damn time."

She tried to push him away, but Scott leaned closer to her again, his one arm crossed over the top of her head, his breath hot and cloying against her skin.

"Oh come on. I've seen how you look at me, Carol. You're telling me that you actually prefer that redneck bastard to me?"

"Scott. Just stop it, please. I don't know why the hell you're doing this." She held her breath as he leaned in closer, trying to twist her head away from him.

His eyes locked on hers and he grinned tightly, his hand coming out and forcefully grasping her arm, his fingers unmercifully tight and pinching on her skin, holding and shoving her against the wall more firmly. "Why? Because that ass-hole deserves nothing. He doesn't deserve you. It's nothing personal, Carol. Well, not to you. You're just there, you know?"

"Let me go," she hissed angrily.

"You don't have anything to lose, Carol. So why the fuck not?" Scott demanded.

She tried to push him away, but his grip on her arm tightened, and she gasped in pain as his fingers dug into her flesh more solidly. "He told me Scott. I don't owe you-"

"That's what you think. I don't care what you think he told you. I haven't said anything to anyone yet-but I will."

"Carol? Are you okay?" Jeanette asked quickly, "You looked miles away..."

She turned to look at the other woman, seeing the concern in her eyes and she made to brush her hand across her face, to swat at her eyes, but she misjudged and her elbow caught at a small stack of precariously balanced plates, sending them tumbling.

There was a loud crash, the sound of breaking crockery echoing largely in the room, and Carol shakily looked down at her feet, seeing the small shards of white porcelain littering the dark floor like an accusation. She stooped down quickly and started picking up the pieces, not realizing that she had sliced the tip of one finger until she saw a small crimson dab blotting against the white chips that lay on the ground. She brought her hand back up quickly, staring at the cut, watching as blood blossomed then trickled down her finger from the small wound.

Jeanette flapped around her and Carol just shook her head as she raised her hand to her mouth and sucked at her finger, the coppery tang of blood sharp and dry in her mouth.

"You should get that looked at," Jeanette said quickly.

Carol shrugged, "It's nothing. Just a small cut."

"Let Caleb take a look at it," Jeanette suggested, "Oh don't you go worrying about these," she said indicating the large mound of crockery.

"Alright," Carol answered shortly, knowing by now that it was pretty futile to even try to disagree, "I'll go see him. Thanks, and I'm sorry about the plates, Jeanette." She offered the other woman a small smile that she didn't feel, she swiftly moved away, her feet carrying her off into the direction of D-block.

She had no intention of seeing Dr. S.

…

Carol stood in front of the locked down cell, keeping herself a small and safe distance away. She watched Scott as he slumbered on his bunk, his deep sonorous snores rasping through his bust up nose and she grit her teeth as she watched. Even asleep, she hated and resented him for making her feel the way she did now. Weak. Vulnerable and stupid. Like she had felt so often in the past with Ed.

Scott's face was puffy, a large single garish dark purple bruise under one eye, several band-aids across the bridge of his nose, soaked and stiffened with dried blood. He was bare chested, and she could see his dark chest hair curling across his pale chest, poking through the sterile white bandages that were bound tightly around his rib cage.

She smoothed her hands across her pants, wiping the sweat from off her palms as she looked at him. How many times Ed had made her feel the way she was feeling now, and after he had died... and after she had finally sunk that axe into his worthless damn skull-she'd thought that she was finally free of hateful bullying men like him.

She startled suddenly as she felt her hand being touched at, and as she glanced down fearfully to her side, she exhaled sharply she saw Lizzie stood next to her, watching her silently. The girl slipped her hand into hers and she breathed a little too shakily as the girl tightened her small grip on her hand.

"I know what it feels like," Lizzie said quietly, looking away from her. "I get sad too. I have a trick though and it helps me. Maybe it could help you too?"

Carol held onto Lizzie's hand. She didn't know what she meant, but she felt herself marginally relax in the young girls company.

"Come on," Lizzie said suddenly, turning her eyes up to look her, and smiling. "We haven't had our Story Time today, and I want to learn more about..." she trailed off and bit at her lip almost shyly, even though her eyes burned with a strange intensity. "I know Mika wants to learn too. You have to show us, please?" she pleaded.

Carol took one last look at the man sleeping on the bunk before turning back to the girl. "You're right Lizzie. I must have forgotten the time," she said as the girl tugged at her hand, trying to lead her away from the cell and into the direction of the library.

Carol knew then that it was her duty to show these children how to protect themselves, and not just from the walkers that roamed. The dangers were everywhere.

…

"Have you got a minute? We've all been so busy lately, I feel that none of us have had any time for each other. To talk, to see how things are."

Carol glanced up and saw Rick watching her, his eyes intent and curious as he looked at her. He tilted his head a little to the side, his eyes dropping from hers to stare across the courtyard, "I understand if you are busy-"

"No, it's not that Rick," she said quickly. "It's just been a long day and I'm tired. I'm sorry." She shook her head, feeling the need to explain. "I've just finished lessons with the children, and I guess I forget at times just how draining and demanding they can be."

"Try looking after an unruly teen and a baby," he replied, smacking his hand softly to the side of his head as he saw the pain flash across her eyes. "Hell, I'm sorry Carol," he said softly. "I didn't think."

"Don't be Rick. I don't want everyone handling me with kid gloves. They say time is a great healer, and I suppose that it is. I'm just not quite there yet," she replied. "How's it going out there?" she asked, wanting to break the direction that the conversation was heading towards, indicating the fields and pig pen with her head instead.

Rick came across and stood next to her, "Walk with me?" he asked.

She nodded as she fell into step with him as they made their way back to the prison wing, and for a moment they walked in silence. She shrugged herself deeper into her jacket as the rain fell coldly and softly, a small smile tugging at her mouth as she remembered Daryl giving it to her in his shy and awkward way. She missed him, and she worried for him every single time he was away from the group-but she knew that if anyone could take care of themselves, it was him.

"You know Carl named the pig, don't you?" Rick frowned, his sharp blue eyes flitting from hers to glance in the direction of the lower fields.

"I did hear," she replied, "He called her Violet?"

"Yeah," Rick chuckled. "I don't know where he got that name from-although I do recall his third grade elementary teacher, a very large woman- and I wonder if she was the inspiration behind the name."

"Well, that certainly conjures an image," Carol smiled.

"It does," Rick answered, and they fell into silence again, the sounds of their boots clicking on the rain soaked concrete, the only other noise apart from the steady ever present muffled groans of the walkers.

Carol glanced away from Rick, watching as Maggie, Andrea and a few of the others from Woodbury putt down the walkers that were surging at the fences. "There seems to be more of them than usual," she said, looking at him worriedly.

"The walkers? Yes," he answered, rubbing at his beard almost thoughtfully. "It's strange and I haven't quite worked it out- but it's almost like something is drawing them there," he smiled apologetically, "I mean, something other than just us."

"Maybe their natural food supplies are running low," she said, grimacing at the thought and wondering just how natural it seemed to be considering the walkers as they did nowadays. "Oh God, that sounds so wrong."

"No," Rick agreed. "I knew what you meant."

"You've been going back out there?" Carol questioned, even though she already knew the answer, watching as he paused, his brow crinkling. He swatted at his beard again, and she wondered if he knew that he seemed to do that often, out of habit, and often when he seemed that he was unsure of things.

"You've heard about that?" he asked.

Carol quirked an eyebrow at him, "It's fairly common knowledge Rick. The whole Council knows." She shook her head, eyeing him warily. "You need to start taking your gun-"

"I'm not doing that. Not anymore," he replied shortly.

Carol shrugged, "It isn't your decision to make, Rick. You can't go out there-not unarmed. Anything could happen. If you don't agree with me, you should speak to Hershel, or Glenn and the others. You have to take your firearm whenever you venture outside of the gates."

Rick sighed. "And I don't have any say in this?"

Carol shrugged, "You gave that up when you decided to hand over the running of the prison to the Council." She relented a little at his look. "It makes sense. You have to think of Judith and Carl. You are taking too many risks out there that you shouldn't be making."

"So, it's already been decided then?" he questioned wearily.

She nodded, stopping as they came to the prison door. "Pretty much so, yes."

Rick pulled the door open, waiting for her to step through before pulling it shut with a dull muted clang. They walked back to her cell in silence, and several times she glanced at him quickly. When he said nothing, just continued to walk steadily at her side, she raised her eyebrows at him, "Are you really going to walk me right back to my cell?"

Rick laughed a little, "I honestly forgot where we were going, but now that you mention it, maybe I will."

"I don't need anyone to chaperone me Rick."

"I know you don't. But I wanted to talk to you, in private. There's something I need to say," he said as they stood outside her cell.

Carol frowned at him as she pushed back the thick heavy blanket that acted as the door to her cell. "What is it?" she asked stiffly. A heavy weariness had started to settle over herself and she suddenly wanted him gone.

Rick looked at her, his eyes fixed firmly on hers, and Carol started to fear what he was going to ask. She'd seen that look before.

"Carl told me," he said simply.

She stared at him, before awkwardly breaking his gaze and stepping quickly into her cell, the breath catching in her lungs and drying her throat. She glanced away from him, licking at her lips. "And what did he say exactly?" she asked tightly.

"He told me about the children, about Story Time...and the knives. I know what you are doing, Carol," Rick said, stepping into her cell.

She looked at him fearfully, "I don't know what you mean."

"You do," he said as he shook his head, "Before-I would have disagreed with what you're doing. But now... now I think you have a point. I'm not happy about any of it, but yes-you are right. The children...we can't shelter them from this anymore. They see the walkers every day. They need to know what is out there, they need to know how to take care of themselves."

"I'm surprised," she answered. "I didn't think that you'd agree, not that it is your call to make anymore. What changed your mind?"

"I've seen and learnt a lot. I guess stepping back has shown me a few home truths," he replied.

Carol looked at him curiously, wondering if he was half serious, but the look on his face showed her that he was.

Rick glanced from her, his eyes traveling across her cell. "There was one other thing," he said quietly. "And I know that you don't want me to ask this, but I am going to anyway. Are you okay, Carol?"

"About what?" she said, turning from him.

He caught at her, his fingers wrapping around her arm just above the elbow, and as she flinched at his unexpected touch, he relented and eased up on his hold, but not withdrawing.

He watched her carefully, his eyes catching and holding hers. "You know what."

Carol sighed, "Is this about Scott? Because if it is, I'm fine. You don't have to worry-"

"What exactly did he do to you?" Rick asked, turning her to face him and watching her carefully.

She twisted her head away, biting at her lip. She didn't want to tell him anything, but she knew of old that he could be bull-headed when he wanted to be. "What do you want me to say, Rick?" she demanded suddenly. "That Scott threatened me? That he tried to kiss me? That he tried to-"

"Oh Christ, Carol. I'm sorry, I didn't know," he said, his fingers tightening on her arm. "No wonder Merle did what he did."

"He doesn't know. I haven't told him...not any of that," she answered as Rick looked at her quickly, his eyes widening in surprise. "And I'm not going to."

"Why?" he asked, sighing and bringing his hand up to rub at his forehead. "Hell. I know that I'd heard... seen what he'd done to Scott, but this-"

"Just leave Merle out of this, Rick," she said quickly. She knew that Rick wanted...and would tear Merle down any God given opportunity that presented itself, and she wasn't about to go and let that happen. Merle had been through enough, and she certainly wasn't going to let Rick pass judgement on him for what he had done. She felt ashamed over the whole ordeal as it was-and she didn't want Rick adding any more to it.

"No," Rick said, "From what you've just said...Merle was well within his right."

Carol glanced at him in weary surprise.

He looked at her and shrugged. "I might not agree with what he says or does a lot of the time. The majority of the time, even. But he was right on that call. I would have done the same if it had been Lori-before-" he trailed off quickly.

She knew that he meant Shane, but she wasn't about to go and mention it. She was about to answer, when she heard the heavy tread of boots clanging on the metal gangplank, and she glanced up stiffly as Merle suddenly loomed at the entrance of her cell.

His eyes were narrowed angrily as he looked from her to Rick, his eyes dropping as he saw Rick's hand grasping her arm, the way that they were stood close together.

"Ya wanna tell me what the fuck is going on?" Merle snapped, pushing his way into her cell and glaring at them both.

…