Disclaimer: I don't own AMC's The Walking Dead or Steven King's "The Mist," wishful thinking aside.

Authors Note #1: This is an AU/Crossover fiction involving Frank Darabont's "The Mist" and "The Walking Dead." As fans of both productions will note, "The Mist" is host to a large quantity of TWD actors, including Melissa McBride. So, this story revolves around a Caryl spin on what might have happened between McBride's first and last scenes in the movie if Daryl Dixon happened to be thrown into the mix. Consider it an alternate universe look at what Caryl could have looked like with multi-dimensional monsters instead of zombies - with 'Carol' being a single mother of two and Daryl being well, Daryl.

Warnings: Contains spoilers for both the movie and just to be safe, all three seasons of the Walking Dead, adult language, cannon appropriate violence, gore and mature content.

Flutter

He found her in the mist. A quivering thing, lost. Her cheeks were stained with half-dried tear tracks and feathered with a fine splattering of gore. Her pretty, cream colored top was stained with it, a mixture of sweat and blood that had been allowed to drip-dry – muted with exertion and a few half-aborted attempts to wipe it away.

The blood wasn't hers - that was what he noticed first. That and the fact that she was holding a nail file out in front of her like a buck knife. It was something which, by itself, may have even been impressive if it hadn't been for the fact that she was about five seconds away from tripping head first into a very painful and unnecessarily agonizing death.

Fuckin' spiders. Or at least he thought they were spiders anyway.

The road ahead was thick with the little motherfuckers. And, unlike when they were on the move the day before, there was no avoiding them now. Because sometime overnight they'd started nesting in the trees, turning forest canopies into kill zones and small clearings into mazes of sticky silk and alien sounds - clicks and chirps that would echo through the mist as the screams of the dying rose and fell in the muted hush.

It was a fresh one too; the kind where the blood was still warm and the…spiders were skittering unconcernedly over mounds of not quite limp flesh. The kind where the people that were still alive whimpered and reached out as you passed, forcing yourself not to react as blunt nails scrabbled desperately across your skin, their pleads hitching into the silence as you bite down on the inside of your cheek – trying to convince yourself that you had no choice, that you couldn't help them.

Knowing that if you stopped, if you paused and even tried to help you'd be right there next to them, suffocating in swaddled silk as the things of nightmares stalked you - scuttling up the length of your chest with their stingers raised as the body next to you starts to convulse. Forcing you to listen, paralyzed, as a chest, a belly, a smooth span of flesh suddenly bulges outwards, tearing as a million squirming little flecks burst out their bodies like vomit – leaving you knowing that all this, this fucked up horror of a thing would be the last thing you'd ever feel.

He knew because he'd just come from there - three bolts and seven shotgun shells ago.

He bit his lip as he watched her hurry past. His boots sunk deep into the muddy clay as he unfolded himself from his crouch, still hidden amidst the undergrowth that lined the side of the road as she stumbled determinedly down the blacktop. Exhaustion and stress highlighted her expression as she peered into the fog, looking as lost as he felt as a soft little sound of dismay rose from her throat.

She wasn't going to make it. She didn't know-

A soft chitter rose up from the brush somewhere up ahead. It wouldn't be long now. They had her scent or maybe his. Either way he knew how to disappear, even from these…things. She didn't. It would be a necessary evil, letting them have her. She would die so that he could live. It was simple really.

His lips pulled back in a soundless snarl when she suddenly turned, her blue eyes blown wide as she seemed to stare right at him – whirling around in a half circle as something fast whipped across the road just behind her. He closed his eyes, but her expression was burned into his eyelids. Staring at him, no, judging him as he tried to tell himself that he didn't care.

She reminded him of a bird, a starling, no, a robin, he decided, as he took in her red hair and proud nose. He cocked his head as the image slowly took shape. She was a bird without a cage, uncertain of what to do with her freedom now that she had it.

Her coat tails flapped in the breeze as her pace suddenly devolved, turning into a staggering half run as the material flared out behind her like a banner. It was the only sound in the encompassing quiet – adding harmony to the abyss as her pale throat worked around a sudden sob.

What was she looking for?

She was a wild thing, he knew that almost instinctively. She was strong, not because she had been born that way, but more because she had to be. She was strong because the world was not as perfect as they had been promised. There were no storybook endings or knights in shining armor, just people – flawed, warped and unpredictable. And better yet, the monsters their parents had assured them didn't exist were stalking them through the mist.

In a sense she was a contradiction, she was fierce, yet tame. And honestly, it showed. After all, she had to be either brave or stupid wandering out in the open like this, her purse clutched tightly in front of like some sort of fucked up shield as her mud-splattered heels clicked across the uneven asphalt.

She had somewhere to be.

The muscles in his neck burned as something inside him wavered. Damnit.

He was out of his element here and he knew it. These things, these creatures had changed the rules. The natural order, the god damned food chain, you name it. He had no idea what they were or where they'd come from, he'd been hunting when the storm had hit. It had blown in from the east, up and over the mountains faster than any storm he'd ever seen. He hadn't even had time to make it back to the road. He'd been forced to hunker down with only a blanket from his pack and wait it out. He hadn't slept either, not in that storm and he'd only gotten a few miles in before the mist.

He hadn't seen anything like it, the way it had come billowing through the trees like that. It wasn't natural. He'd figured that out right off the bat. Wind, rain, fog, condensation, it didn't matter; nothing on earth could move like that. Mist didn't just appear out of nothin' - it was impossible, even after that kind of a storm.

But even then he'd had enough sense to start running. He'd been only half a mile from his truck when the mist had enveloped him. And call it instinct, call it good sense or paranoia, but as the fog had billowed around him, shrouding the clearing in front of him with inscrutable white, he'd raised his crossbow.

Christ, Merle had been right. He should have never left Georgia.

It had been a stupid decision leaving. He'd made the mistake of thinking that if he put enough distance between where he was and where he'd been he'd somehow be able to find something better. But he'd been wrong. And that had been way before all this 'invasion from mars' bullshit.

Because instead of leavin' his problems behind, he'd just put mileage on the old and gained a whole set of new ones to boot. Instead of startin' over, he found himself working in a crappy, run down auto shop with a shifty boss and a handful of co-workers that basically collected felonies. And before he knew it he was back in the same rut, the same god forsaken shit town, the same everything.

It was the same shit, just a different place. He should have known better. He should have just stayed-

But his attention was brought crashing back to the present when she suddenly stopped. Her expression morphed from terror, to surprise and then finally to hope faster than he could process as the happy jingle of a cellphone echoed through the mist. She nearly dropped her purse in her haste to dig it out, ripping it out of its case and flipping it open as the canned ragtime jazz cut off in mid chorus.

"…Victor? Victor, sweetie, I'm here! Are you safe? Your sister? – Where are you? – No, good. Stay there. No-stay there. I am coming – I'm close baby, I promise. Mommy is coming to get you both," she assured, looking torn between worry and relief as she took in the road ahead.

The chicks were chirping from the nest. Afraid and alone…

He closed his eyes as she cut off in mid word, the line abruptly going dead as she whispered incomprehensibly into the receiver before she held the phone aloft. Weaving this way and that, desperately searching for a signal as the phone beeped discouragingly - low battery.

This was the way the world worked. There were predators and then there was prey. It was how nature worked, how species evolved. The weak and unlucky nourished the stronger and the predator lived to fight another day - in this case, him. It wasn't his place to change all that. Nature wasn't kind, it just was.

But if that were true, then why did he feel like a big old bag of dicks for even thinking about it?

That was when he felt it, the vibrations, the ominous, unending rolls of thunder that rose up from the ground like palsy. He watched first hand as fear slashed across her expression. Unable to help the small burst of admiration that trickled up his spine as she froze in place, the straps of her purse sliding down her arm as she rotated on her heel, trying to judge which direction the sounds were coming from before she decided what to do next.

Smart bird.

The bushes off to his right shuddered. The drooping leaves trembled like ripples in a pond as he dug the fingers of his free hand deep into the dirt. He felt the barrel of his bolt-action Rugar dig into the curve of his spine as he hefted his crossbow, silently flicking off the safety as his body angled east.

Something was coming…


A/N #2: Thank you for reading. I realize this type of a crossover is something of a rarity so please let me know what you think! Reviews and constructive critiquing are love! – I have already started work on the following chapter.

"Human beings are the only animal that thinks they change who they are simply by moving to a different place. Birds migrate, but it's not quite the same thing." - Doug Coupland