NOTE: Yes, I have seen the season 3 finale. Yes, I'm in shock. I'm in denial. I'm...I'm beyond boggled by what the series has done to comic canon. Let me remind you and restate that this is a rewrite of the season with an emphasis on making the show more to the comic book storyline. And I promise you, this story will continue on to the end that I have planned without any influence from the finale. I'll reveal now that this series is set all pre-Governor and will only contain elements of Rick and the group making a home in the prison before they have any knowledge of Woodbury. As for the show. I honestly have no idea what to expect anymore, so long live my muses and fanfiction because here my favorites shall live on!

"We go get him," Daryl snarls, pacing the length of the room from one door to the other.

"He took our key," Rick sighs for the umpteenth time in the thirty or so minutes. "Can you pick the lock?"

"I can hotwire a car, but locks were Merle's thing," he answers honestly, missing Rick exasperated attempt as sarcasm.

"I might be able to," Andrea volunteers. "Anyone have a bobby pin or paper clip?"

They all turn to slowly stare at her and she raises her hands defensively.

"Oh, please," she snorts. "Do you have any idea how expensive a locksmith is? I lost the keys to my apartment a few times and came across a client who was in the trade, so I asked him how to get around the lock if it happened again."

Daryl snorts skeptically, but he moves to the check-in desk to look for a paperclip. While he's rummaging, Rick moves closer to the blonde and nudges at her arm.

"Sure there isn't some illustrious past in cat burglary you want to tell me about?" he quirks a smile at her.

"Oh, sure," she leans in to whisper playfully, "I was a real Catwoman. All black leather, slipping in unseen, stealing only the best diamonds then slipping back out without a trace other than the empty jewel cases I left behind."

Rick plays along, running his gaze over her body and all too easily imaging it encased in skin-tight leather to showcase every curve and enhance every line.

"Rick," she blushes and looks away, "you're staring."

"You bet I am," he mumbles under his breath as she moves away to help Daryl.

His eyes are drawn to her backside and he mentally replaces the bulky orange prison garb for supple leather and he has to look away quickly before he forgets himself entirely.

"Got it!" she springs away from the desk with one hand raised in triumph.

"Good," he moves to take the clip from her. "Now tell me what to do."

"Well, first, you take that paperclip there," she moves close and leans in secretively, "and give it back to me."

Daryl snorts out a laugh at that and kicks back in the chair behind the desk to watch for nothing better to do.

"You wanna go help the others?" Rick gives the man a sharp look.

"Nah, I am good right. Here," he tucks his arms up behind his head and props his feet up on the desk.

"Look," Rick strives to ignore the bastard and takes Andrea's arm to lead her off to a corner, "I am not letting you go up there alone. They have guns and that rifle can probably shoot right through the door. I'm not sending you up there-"

"That's right," she reaches for his hands and gives each of them a gentle squeeze, "you're not sending me. I'm going," she plucks the paperclip from his hand and gives him a distracting kiss on the cheek before darting past.

"She is gooooood," Daryl laughs, even as he jumps to his feet to follow her into the stairwell.

"Andrea!" Rick snaps as he follows them both.

She pauses near the landing and throws him a warning glance, putting a finger to her lips to order silence before she creeps up the last two steps. She carefully puts her ear to the door and listens for several minutes without seeming to so much as breathe.

"I don't hear anything," she pulls away to whisper down to them.

"Good, then you can get back down here before they shoot you," Rick hisses back.

"I hardly think-"

"And that is why I am telling you to get down here," Rick deliberately cuts her off right there, earning another laugh from Daryl and a thoroughly unamused scowl from Andrea.

She ignores them both and turns her attention to straightening out the paperclip. Once she's done that, she moves to the knob and takes it in hand.

"This isn't like my door," she frowns, twisting the knob experimentally before jamming the clip in anyway.

She wiggles and jiggles the clip; pokes and twists it around until it starts to bend in new shapes, but the lock never clicks up.

"Worth a shot, now come here," Rick tells her when her shoulders finally slump in defeat and she pulls the mangled paperclip back out.

She drops the clip with a sigh and pushes away from the door.

"We can't just leave him."

"They're his people," Daryl reaches up to nudge her arm and urge her back down the stairs. "I'd be more concerned about us than him, right now."

As if to give merit to those concerns, the lock above finally clicks open and the door slowly opens while Rick and Andrea both rush to draw their guns and Daryl whips his crossbow into firing position.

"You really thought that a prison would have locks that could be picked with a paperclip?"

The redhead moves into the doorway, openly laughing at them as a woman holding the sniper rifle at ready and the unknown black man, also armed, flank him in the opening. The sound of hammer's cocking echoes loudly in the stairwell followed by the man's voice.

"Stand down," he glances over his shoulder and jerks his chin forward.

"Relax," Axel says as he moves into sight. "We're good."

He moves forward as the armed strangers slip back.

"Never thought I'd be so glad to run into a bull, but," he claps a hand on the redhead's shoulder and turns to address Rick, "this here is Abe. He saved my life," Axel beams and moves to place himself in front of the other man upon seeing no ease in their defensive stances. "He's the guard who locked us in the cafeteria. That," he thumbs over his shoulder toward the black guy, "that there is my cellmate, Oscar, I shit you not. She's one of the nurses here, Rosita Espinosa, and they've even got one of the docs still alive."

"A nurse?" Andrea slowly lowers her Ladysmith and looks past the men to the woman in their shadows. "A doctor?"

"I was the dentist here, to be factual," a voice states from somewhere inside the room above, "but I am medically trained."

"That's Milt," Axel introduces with a slight eyeroll just for their benefit.

"Milton Mamet, DDS, if you don't mind," the voice becomes clearer as a bespectacled man pokes his head out past the others. "I am not fond of nicknames. One's proper name is proper and should be used in polite conversations."

"Riiiight," Rick drawls as he looks to Daryl then the two slowly lower their weapons. "That's Andrea," he nods to her. "Daryl," the man cocks his head to acknowledge the introduction; "and I'm Deputy Sheriff Rick Grimes of King County."

"King County?" Abraham scoffs, the corner of his thick Biker moustache kicks up in amusement. "A bit out of your jurisdiction, Officer."

"We're all rather out of our elements anymore, Sergeant," Rick offers a weak smile in return and holsters the Python.

"That uniform's one of ours," the guard shifts his stance, subtly drawing attention to the hilt of a gun in his own thigh holster.

"I needed a change," Rick replies. "Mineā€¦mine got bloody."

The amusement fades from the man's face and sympathy replaces it.

"Axel told us," the man taps Axel on the shoulder and urges him to step aside. "Axel told us a lot of things. Like there were six of you with him down here and six more on the block. Where are the other three?"

"Scavenging," Rick answers honestly, mentally kicking Axel's chatty ass. "We're in need of medical supplies."

He raises his right arm as evidence and Andrea angles her neck to better show the slash on her cheek to the medical staff above.

"There isn't much left," Rosita says as she reaches out a hand toward Andrea. "Come on it, we'll see what we can do."

"I'd be happier if you came out," Rick says as Andrea looks to him for guidance.

"We'll be doing that," Abraham says as he moves past Daryl to stand on Rick's level, "but for now, everything's set up in there. Let Rosie fix up your friend. Axel says you're looking to get across the yard?"

Rick sighs and glares toward the inmate before looking to Daryl with a question in his eyes. The other man flicks a glance up to the strangers in the doorway then down to the guard on the landing and he gives a shrug with a 'hell, why not expression' in answer.

"We need full access to and control of this place. Axel says the armory's over there; supplies warehouse, garage. Things we'll need to survive the winter."

"These keys," the man reaches inside his flac jacket and pulls out a keyring, "will get you there. With my help."

"What do you want?" Rick asks, molars grinding.

"My kids back alive, would be a start, but we all know that this world is beyond that," the man answers heavily, hands out from his sides in a peaceable gesture. "I'll settle for you telling me that it's safe enough for us to come out of this tower and maybe make our way outside to breathe in fresh air for the first time in months."

"The other half of my group is working on clearing out the yards as we speak," Rick replies, not going anywhere near the sensitive subject of dead children. "It's a risk, always will be I suppose, but it is safe enough for you to come out."

Michonne, Carl and Theodore pick that moment to slowly approach, weary of the stranger and laden with supplies.

"This is Michonne," Rick begins the introductions, "Theodore "T-Dog" Douglas and my son, Carl."

The man looks at Carl, blinks and swallows like he's seen a ghost then he looks forcibly away.

"Let Rosita and Milton tend to your wounds then we'll worry about the rest," the man says, his voice gruffer as he suddenly turns to push past Daryl to climb the stairs again.

The nurse watches his approach with soft eyes and reaches out to touch him as he stalks past, but he shrugs her off and disappears into the room above. She watches after him for a moment then turns to them.

"I'll give you one minute to get the hell in here before I cancel the offer of my services and leave that to fester," she threatens with a pointed look at the angry red gash on Andrea's face.

With that she turns and moves out of sight with the others following her example and leaving the door open in invitation. Rick looks to the others before meeting Andrea's gaze and nodding to encourage her up the stairs.

"Leave that here for now," he tells the others with a glance at the bags they now carry. "We'll collect them on our way down."

"We're just going in there?" Carl asks, reaching out to snag Rick's hand before he began climbing the steps.

"Yeah," he sighs, trying not to let his shoulders slump, "looks like we are."

Andrea and Daryl creep carefully up the stairs and over the threshold with Rick urging Carl to follow him along. T-Dog and Michonne are quiet as they trail behind them.

Crossing the threshold is like entering another world.

The walls are a pristine white and the floors are clean tile. No corpses or gore in sight.

Rick can imagine muzak playing over a loud speaker to fill the space with mellow noise as white coated medical staff shuffles around going about their rounds.

"Abe kept them out of here," Rosita says from a nearby doorway as she sees Rick's reaction. "We made a few mistakes, let the wrong one's in, but we've managed."

"How you been living up here? Food? Water?"

"We've managed," she repeats, stepping aside as waving Andrea into the room.

She hesitates and Rick moves to her side to put his hand in the small of her back and urge her forward. They move together into the room, looking at the exam table and medical implements all around.

"Having the power back has been nice," the nurse says as she begins moving familiarly around the room to gather supplies. "Your doing?"

"One of yours," Rick replies as he urges Andrea to take a seat on the table while he moves to lean against the wall beside her. "Eugene worked his mojo and got the generators running. We just made sure he got there to do it."

"Eugene's still alive?" she huffs out a laugh at that. "I suppose I shouldn't be surprised, he is a clever one."

She snaps on a pair of latex gloves, grabs a bottle of alcohol and several cotton swabs.

"This is going to sting like a motherfucker," she warns Andrea as she uncaps the bottle and begins soaking the first ball.

"Is that your medical opinion?" Andrea snorts as she watches the other woman approach.

"Personal and professional," Rosita replies, turning to thrust the bottle of alcohol at Rick. "Hold this."

She puts a firm grip on Andrea's chin and angles her head to the side before she begins swabbing the stitches with alcohol. Andrea hisses at the burn of the contact and her knuckles show bone white through her skin as she tightly grips the edge of the table in her hands. Rick shifts the bottle of alcohol to his right hand and reaches without thought to take hold her arm with his freed hand. Her head turns toward him, earning a growl of disapproval from their nurse, before she smiles and shifts her hand to take hold of his.

Their hands remain clasped while Rosita cleans the stitches and applies antibacterial cream then clean bandages to Andrea's face.

They stay clasped as the woman tends to Rick's cuts.