A/N: Just a little something that I couldn't get out of my head. Many, many thanks to the great Tam for providing the final line. It was inspired.

In His Place

She hadn't seen him through the fences before she'd left. Maggie told him about Axel, about the man's blood that had soaked through Carol's clothes and splattered right across her face. The ex-con's body still lay in the yard, his body riddled with bullets and Daryl swallowed hard at the image of Carol shielding herself from the rain of gunfire huddled against the dead. He knew it had hit her hard for her to not even wait to see if Rick had made it through the attack.

She hadn't looked at him during the powwow about what they should do, avoided his eye and presence as if he'd never walked back through those gates with Merle at his side. Where once her attitude might have pissed him off, now he worried that his leaving might have broken whatever it was between them to pieces. He didn't doubt that she'd understood why he'd had to leave with his brother, but he wasn't so sure she was going to forgive him for it. Even though he'd come back.

She'd disappeared straight after the meeting and Daryl took his time looking for her. He wasn't so sure he was ready to face the effects of his betrayal, though she'd try to hide it. He wasn't sure what he could say to fix things, but not trying was going to make it a hell of a lot worse.

He found her in Axel's cell, sitting on the man's now vacant bed, her face in her hands trying to muffle the sobs she couldn't hold back. His foot scraped across the floor, unintentional, sure, but it warned her he was there and stopped him from saying something he'd regret. And those words were burning on his tongue as something he vaguely recognised as jealousy stirred up a monster inside him.

Carol stood, quickly swiping away her tears and continued to strip the bed, gathering up the few belongings Axel had stored in his cell, and continued to avoid Daryl standing in the doorway.

"Didn't know you cared so much about him," he said, his voice low with burgeoning pain.

Carol shook her head a little, then struggled with a smile through her tears. "We really only just started talking yesterday."

"Must have been one helluva conversation," he prodded, not wanting to hear how she'd started to have feelings toward another man even though he'd never encouraged any for himself. He angled his shoulder into the doorframe and leaned against the structure, his eyes studying the floor. He might be offering himself up as a friend for her to express her pain of loss to, but it sure as hell didn't mean he had to watch as she grieved for a man she was starting to like.

"Wasn't so much what he said, I guess."

Daryl looked up at that, teasing out in his mind how she could have been falling for a guy that wasn't saying much of anything to her and feeling blind hatred that he could have achieved it without words. He stared her down and willed her to explain herself without actually asking her to.

"He called me a lady," she revealed, a small, sad smile curling her lips. "Made me remember that I actually am one. It's so easy to forget in this place, where the only important thing is surviving every day."

She looked up at him then and he saw the misery she was in as it twisted her face. "Made me forget you'd left us. Just for a minute."

Her gaze fell away from him, like she didn't even have the energy to look at him anymore, and Daryl's gut clenched painfully.

"Do you know why I'm so upset he's dead, Daryl?" she asked after several minutes of awkward silence?

He shook his head, preparing himself for an onslaught of emotion from the woman he considered his best friend. The only person in the whole shitty place that could make him smile.

"He was in the middle of telling me about his crappy brother."

The irony made Daryl's lips quirk in a smirk.

"He was shot in the head and while his blood sprayed over my face, my first thought, my only thought, was how glad I was that you'd left."

The truth of it felt like a hot knife stabbing into his heart. His throat tightened with hurt and Daryl, as much as he fought not to, looked up and decided to take it like a man. She was crumbling right in front of him, her grief so much more immediate than he'd even seen with Sophia, because at least then she'd had hope her little girl could still be alive. There was no hope when a man died within arm's reach of you.

He nodded, accepting her words but hating it and wishing he could lash out and punch the wall. She was gulping in air, her body shaking in reaction and tears flowed thick and fast down her cheeks.

"You don't get it, do you?" she accused, turning her body away from the wall to finally face him head on. Her self-control had snapped and she was careless, unforgiving, desperate. "I was glad you weren't there, because if you had been, maybe you'd have been standing where he was and it would have been your blood all over my face and your body I'd have had to hide behind so that I could live." She wasn't even trying to hide her grief now, her words broken and garbled around her sobbing breaths. "I couldn't have done it, Daryl. If it had been you, I wouldn't have been able to think. I'd have been dead, too," she admitted, finishing her speech in a tiny, pained voice, and in one step he had her, wrapping her tight in his arms as she shook against him. "I can't lose you, too."

Carol wound her arms around his neck, her wet face buried against his throat, and she unloaded all her pain onto him. His leaving her, his coming back and still being alive. The impact of her words hit him like a Tsunami racing toward land. She was glad it had been Axel and not him, and as the pain of his unwarranted jealousy released him from its grip, he held her even tighter.

She was so close to him he could feel every curve of her body against the full length of him. He'd taunted himself with the thought of this possibility every night on the edge of sleep, but never had he thought he'd ever have her so close to him that he could feel the softness of her breasts as they smashed up against his chest, feel his thighs burn against hers as her stomach slid against his. And he shook with desire as he dropped his head to her shoulder and panted like an adolescent.

She wasn't pretty when she pulled away, her face ravaged by the hell he'd put her through and the day she'd had, but he still thought she was the most beautiful woman he'd ever known.

"I won't be leavin' again," he said, the impulse to make it a promise making his voice husky and genuine. He looked deep into her eyes and barely had a chance to react when she tangled a hand in his hair and hauled him forward, her lips settling over his with a softness he didn't think possible with the shock of such a move. He could have pulled away—it was far more than anything he'd ever given her before, the hug itself making him feel uncomfortable and twitchy—but he found that as soon as her lips touched his, he wasn't able. Letting her go became the last thing on his mind as the truth slammed into him and his acceptance of it forced a whimper of pleasure to form sound around them. She pulled away like a terrified mouse, grabbing up the corner of one of Axel's sheets and wiped her face and nose with it. She was shaking, her back to him and Daryl couldn't bear not seeing her face.

He stepped forward, his hand reaching for her elbow before he could even think about how he wanted to play this, knowing that the time for ignoring what was between them and clinging to the thought they'd remain friends was at an end. Turning her to face him, he hoped he could convey how he felt about her with just a look because if she was depending on the words, they might both be waiting an eternity. "I'm sorry Axel was killed." His voice wasn't quite as strong as it normally was. "I'm sorry for hurtin' you."

She squeezed her eyes closed and sucked in a deep breath, then when she opened them again, her eyes glistening in tears, he wondered at how such a shade of blue could sparkle so brightly. Her gaze slid to his and held, Daryl watching her intently and breathing hard when she closed the distance between them. She placed one hand against his chest, raised up on tiptoes so that her mouth was barely a breath from his, waiting for him to make the final decision.

He made it with a ferocity that shocked him, falling on her and claiming her mouth like a drowning man. Her lips were warm, but when her mouth dropped open with a whimper, he found her tongue was scorching hot. He felt her fingers tangling in his hair and he grasped her around her waist, hauling her against him as he turned and pushed her against the wall, leaning into her without fear of falling over. She sucked and bit at his lips, swirling her tongue against his teeth, drinking him down deep until he lost the ability to think and could instead only feel. It was pure instinct that wedged them together, his thigh pushing between her legs and into her centre, his hand sweeping up her ribcage under her shirt, stopping just short of the point of no return.

When her own hands delved beneath his shirt and her fingers gently skimmed over one of his more prominent scars, he felt sanity return like the shock of a bucketful of icy water. He forced away the impulse to flee, tightening his hands where they'd slipped to her waist but dragged his mouth away from hers. Daryl struggled to control his breathing, groaning at the blossoming smile on Carol's face. She knew…now she knew. He was there with her and he was hers.

Dropping his forehead to hers, he concentrated on the one fact of it all while they stood making out in a dead man's cell. He was alive, she was alive, and together they made a sky full of fireworks look like mere fireflies dancing on a hot Georgia night.