A/N: Set during season three and will continue through season four. The time-frame between the events of the season have been altered and things have been added. The OFC's name is Grace Bennett.

Disclaimer: I do not own The Walking Dead.

The world had fallen apart at the seams, becoming nothing more than a tattered shell of what it used to be. Those who managed to survive the epidemic of the undead had to adapt to a new way of living in which only the strongest survive.

Gracelyn "Grace" Bennett never imagined that she would be one of those people.

Before the world went to hell, she'd been nothing but a lowlife junkie addicted to heroin, struggling to take care of her young daughter – Ashley – whilst feeding her addiction. By the time she was twenty-seven she'd already been arrested half a dozen times for various reasons and had been visited by social services here and there. Her habits certainly didn't win her any mother of the year awards, but she tried to be the best mother she could be, given her situation. Never did she shoot up or drink when Ashley was home, nor did she drive her daughter around when she wasn't sober. That little girl was the only bright light she had in her otherwise dark world. That didn't satisfy social services, however, and one day last August she came close to losing custody of Ashley to her sister Heather for good after she was arrested for DUI, possession, and assault on an officer.

But then the dead started walking, their horrific plague spreading, and Grace managed get out of jail along with the other inmates when the infection reached them because a sympathetic guard wanted them to have chance. If it weren't for him, she'd have died for sure.

The first thing she did was go to Heather's house to find out if she and her daughter were okay, but what she found caused her to spill the contents of her stomach then and there. Heather was long dead, a gun in her hand, a hole in her head, and a bite on her forearm, and huddled against the rotting corpse was six-year-old Ashley, restlessly sleeping. The sight had brought tears to Grace's dark green eyes and she wasted no time in packing up some clothes, food, and water, picking up the gun and ammo before getting her daughter out of the apartment, to Heather's car, and out of town. Things were already falling apart, and even while she was desperate for a shot of heroin and a strong drink she knew she had to get them out of there.

That was almost a year ago, and Grace was now clean and sober with her now seven-year-old daughter by her side as they ransacked a home along the road with Simon, a boy they'd picked up a while back during winter.

Food and fuel were becoming harder to find with each passing day, and rain, streams, and bodies of water brought the only source of water provided there was a way to boil it, so she doubted there would be anything worth finding in the house. She was able to syphon a little bit of fuel out of the busted jeep in the back, though, that had been a pleasant surprise.

Stepping inside after filling up her blue truck with the scant amount of gas, she walked into the kitchen and found Ashley rummaging through the lower cabinets.

"Find anything, sweetie?" she asked, tucking a strand of shoulder-length dark blond hair behind her ear.

Ashley backed out of the cabinet she'd crawled into, holding in her thin arms a variety of items. "Did I do good?" she asked, setting her find down on a table.

Walking over, Grace examined the items and sighed sadly.

Ashley had found a half empty bottle of vegetable oil, some Tabasco sauce, and a few cans of spam. The spam would give them something to eat, but the rest wouldn't do them much good in the long run. Then again, what remained of the Tabasco sauce would give some better flavor to the spam. Still, it wasn't much at all.

Seeing that Ashley was still waiting for an answer, chewing on her lower lip and watching her with big green eyes, Grace forced a smile and ran her fingers through her daughter's thick honey curls. "Yeah, Ash, you did good."

Smiling, she picked up her backpack and stuffed her treasure inside.

The sound of footsteps coming down the stairs caught both of their attention, and Grace pulled her crowbar from her belt loop before going towards the staircase with her daughter right behind her, holding her little knife. They'd cleared the house of the undead, but with how many herds were wandering around out there it was quite possible that one had snuck up on them and gotten inside, so she gripped her crowbar tighter. What she wanted was her gun, but she hadn't had ammunition for their few weapons for nearly a month.

Upon reaching the stairs she saw that it was only Simon, the duffel bag in his hand looking a little less empty, and she sighed in relief.

"Found some aspirin on the floor in the bathroom along with a freak," he said, tossing her the bag to inspect. "Also found a few razors and some clothes."

Frowning, she looked up at him from the bag. "That's it? Did you check each room."

"Checked 'em twice," he replied regretfully. "Guess someone beat us to the punch."

"More like they turned," she sighed, looking at one of the dead 'freaks', as Simon called them. "There were a few cans of spam in the kitchen, fuel in the jeep, and no one would leave aspirin lying around. Chances are someone was bit, a herd came through and scared them off, or maybe both."

He nodded, looking decidedly unhappy, adjusting his hat atop his head of shaggy light brown hair. "Spam, huh? Great."

"Hey, I don't like it either, but we don't have much else, bud," Grace pointed out, setting down the bag and slipping her crowbar back through her belt.

Simon stuffed his hands into his pockets and walked around a bit before fidgeting and adjusting his filthy brown shirt. All the while, he avoided her eyes.

Grace stared at him knowingly, hands on her hips. The only time the sixteen-year-old fidgeted and didn't look at her was when he was nervous or wanted to talk about something that would make her angry.

"Got something you want to share, Simon?" she questioned, tone gentle yet demanding all at once.

"It's just…" Simon trailed off, searching for the right words. He then raised his dark brown eyes to hers and said, "Maybe we should think about hitting the prison."

"Not going to happen."

"But there's bound to be stuff there. It could... I don't know, the Grand Canyon of finds!" he reasoned desperately.

"Yeah, and you want to know why it would? Because the place is overrun with freaks!" she snapped. "It's obvious they can't get out, and we aren't going in."

"But that's what we planned to do! Food, shelter, safety… that's why we came here!"

"That was back when there were seventeen of us," she reminded him tightly, and his eyes left hers.

It was true that they'd traveled for over an hour to reach the prison, a man in their group being familiar with the area. Upon inspection, it looked like it'd be possible to at least take the yard, and over the course of a few days they'd work their way inside. But then a herd came through in the middle of the night, biting and scratching everyone but Grace, Ashley, and Simon. The only reason they'd survived was because Grace made a snap decision – she had the keys to her truck, and Simon and Ashley were closest to her, so she grabbed them and shoved them into the vehicle when it was obvious the others were lost to them. That was roughly two months ago, and Simon hated when she brought it up, but only because he'd seen his mother get bit while they made their escape.

"Whatever," the teen mumbled, stomping out of the house to the truck.

Looking after Simon before raising her eyes to her mother, Ashley asked, "Can we go home now?"

Home.

Grace hardly knew the meaning of that word after moving around every week or two just to survive, but Ashley had a habit of calling anywhere they stayed for over a week home. She wished she could give her little girl a home, a place where she could rest and play, but that seemed like nothing more than a pipe-dream now. Like it or not, the chances were that neither of them would ever have a real home again.

Not about to tell her own daughter that, she nodded, helping her slip on her backpack. "Yeah, we're going home."

"Home" was nothing more than an abandoned cabin down the road, tucked away in the woods. It wouldn't hold against the undead if they decided to come in which was why she'd gutted the ones she'd killed when cleaning it out, spreading their insides all around the cabin in hopes of masking their scent from the other monsters lurking in the woods.

Making sure they had all they'd found, Grace cautiously led Ashley out to the truck, keeping her eyes open for the undead and other survivors who may be intent on stealing her loot. Simon was already inside and hardly glanced at them when they climbed in after tossing their stuff into the bed.

He was angry about bringing up the loss of the group, but he would get over it, especially with Ashley lifting his arm to cuddle into his side as Grace started the engine and drove onto the road. Whatever attitude he had getting into the car dissipated the moment the little girl snuggled up against him, and he hooked his arm around her before giving a curl a playful tug. She giggled and poked him, making him smile, and Grace knew he'd be just fine.

Simon had taken to being a big brother to Ashley and they both got alone amazingly well. He and his mother were the only people in the whole group she'd trusted to watch Ashley if she wasn't going to be around. They'd been family, and in light of the death of his mother, Grace swore that she would take care of Simon as if he were her own. Nothing was going to happen to the two kids if she had any say in the matter.

Before the epidemic spread, the only one she'd given a damn about was Ashley no one else, not even her big sister. But now she found that being clean made her a more compassionate and friendly individual, and she cared about the boy very much. She'd also cared about everyone in the group and had cried and grieved while driving her and the two kids to safety, leaving them behind.

Her chest tightened at the mere memory of that night, recalling the screams and pleas for her to help them even as they were bitten, scratched, and hopelessly lost. With thirty plus undead in their camp, it was a risk she couldn't take.

As she rounded a bend in the road, Grace spotted a few vehicles stopped up ahead with people walking around. Living people. It had been so long since she'd seen any sign of life that her jaw dropped a fraction.

"Mommy?" Ashley started, her voice raised in pitch with worry and curiosity.

"I see them," she murmured, keeping her eyes on the strangers.

Simon's hand moved to the empty shotgun the kept in the car for show, and asked quietly as though they'd hear him, "Should we stop?"

She mulled over the idea in her head, and she admitted that it would be nice to talk to people over the age of twenty, but she wasn't a fool. Very few could be trusted these days.

"No," she said after a moment, slowing so as not to accidentally hit anyone and steering to the side to drive past them on the dirt.

Simon didn't question her and she was grateful for that.

As bratty as the teen could be, he trusted strangers even less than she did.

The group of strangers turned to look at her as she slowly drove by and she stared right back, watching for them to make a threatening move of any kind. One man wearing a tang jacket with shaggy dark brown hair and a scruffy beard shot her a cold look, his hand moving to rest on his gun.

The action made her pulse quicken and she tightened her grip on the wheel, fearing he'd shoot at the truck, but even as she passed him she found that she kept glancing back at him in the rear-view mirror not out of fear, but out of curiosity. Something about him looked incredibly familiar, and being that she was normally good with faces she knew that she had to have seen him somewhere before. But where had she seen him? Most survivors left a notable impression on everyone and she could recall each and every face she'd come across while on the move and where she'd seen each person. Names were what she had trouble with, but not faces.

"Mommy, look at his hat," instructed Ashley, twisting in her seat to look back at the boy in the group, staring longingly at his hat. "Can I have a hat like that, please? Please?"

"Sure, if I can find one," she replied, glancing at the boy in the mirror. His hat looked to be one belonging to a police officer or something. It almost looked like the hat of the guy who arrested her before the whole mess started with the undead.

The cop that arrested her…

Grace slammed on the breaks, putting her arm out to keep her daughter from flying forward while Simon, braced his hands on the dash.

"What the hell, Grace?" Simon demanded, both shocked and confused by their sudden stop. Typically, she gave them a few seconds warning.

Ignoring him, Grace turned in her seat to look at the guy who had scowled at her with his hand on his gun. He stared right back, flanked by the others in his group as he watched her warily. It was hard to tell from a distance, especially with the scruffy beard, but that was definitely the officer who arrested her back in August.

She breathed out a laugh, astonished. "I'll be damned."

"What?" Simon asked, and then her frowned when she put the truck into reverse and steered back to the group. "Whoa, whoa, what're you doing? I thought you said we shouldn't stop?"

Ashley grasped ducked lower into her seat, frightened by her mother's sudden change in mood. "You said strangers are bad."

"This guy's not a stranger, not really," she assured her with a smirk playing on her lips as she came to a halt a few feet away from him and the others. "Both of you stay in the truck. Got it?"

"But –" Simon started.

"Got it?"

Sighing, he nodded, holding onto Ashley's arm protectively.

"Mommy will be okay," Grace said soothingly to her daughter, kissing her cheek. Only when Ashley smiled slightly did she roll down her window.

No stranger to confrontation and people with a "shoot first" attitude, she kept her movements slow and cautious as she shifted to lean half out the window, unsurprised to find that she already had the officer's gun trained on her from where he stood a few feet away. He looked a lot colder and rougher than she remembered, certainly not appearing to be the compassionate officer anymore. Then again, who was the same person they were before the world went down the drain?

"We've got nothing for you," the officer said tightly, his steel blue gaze never wavering as he aimed his gun at her. "I suggest you keep moving."

She thought about that. "Nah, think I'm just fine right here."

She wanted to see how far she could push him. When he arrested her, she'd been a bitch with a big mouth and had scratched, slapped and kicked at him when he tried to restrain her, but he still kept a cool head and understanding tone, trying to keep her calm and telling her that he didn't want to hurt her.

"Think you're misunderstanding what I'm saying. I wasn't askin' you to leave, I was tellin'." Cocking his pistol, he advised in warning, "You've got one minute to get moving."

Grace gaped, taken aback by his blunt threat to shoot if she didn't get her ass moving within the minute. She was half tempted to call his bluff, but judging my how he hardly even blinked and the worried glances from the others, save for the boy and man with a crossbow, he would shoot her.

The undead had a habit of changing people for the worst, but what in the hell could have made him so damn cold?

Shaking her head, she commented, "First you tell me to quit struggling and now you're threatening to shoot me? You pulled a one-eighty, Officer Grimes."

Rick Grimes blinked, brow creasing in confusion.

Smiling slightly at how she'd put a dent in his focus, she asked knowingly, "Don't remember me, do you, Grimes?"

At this point, a woman who had been sitting in a truck hopped out, her hand resting on her belly, heavy with a baby. Grace recognized her as the woman in the photo from Rick's squad car, the boy too. She looked at her for a long moment, and the woman then looked to Rick, then the crossbow guy, and to the others.

No one spoke, no one made a move, and no one stepped in front of Rick. He was in charge, that was as clear as day.

"Who are you?" Rick demanded, jaw set.

"Well, your buddy Officer Walsh called me an insane psycho bitch after I bit him, but my name's Grace."

"Grace?" he repeated, chewing over the name for a few seconds whilst the others looked lost by how she knew both Rick and Shane. But then recognition flashed over Rick's features and he lowered his gun slightly, disbelief replacing the cold tone as he asked, "Gracelyn Bennett?"

She smiled. "The one and only. Bet you never expected to see me again, let alone all cleaned up." Taking in the withered, tired group, especially the exhausted pregnant woman, she patted the door of her truck, no longer paying any notice to his gun still slightly aimed at her. "C'mon, I set up camp down in a cabin just up the road. Not much in the way of food, but there's plenty of water coming from the stream and there's more than enough room for you to take a breather."

Rick's earlier wariness returned, but he didn't raise his gun fully again. "And why would we follow you?"

"Because you all look like shit," she said bluntly. Shrugging when he made no attempt to accept or decline her offer, she added, "Hey, follow or don't follow, just wanted to be helpful for old time's sake, Grime. Feel free to follow if you and your people want to take a nap without the dead crawling in bed with you."

Having said her piece, Grace got back into the truck and put it in drive.

Simon stared at her, stunned. "That's the guy you said arrested you?"

"Yep."

"Why offer him and his group a place to stay?" he questioned, legitimately confused. "You always say not to trust strangers, and they're strangers."

"Grime's isn't exactly a stranger," she pointed out.

"No, but he is the guy who arrested you!" he exclaimed.

Before she could reply, Ashley tugged on Grace's dirty dark green shirt, and looked up at her with worried eyes. "Is he mean, Mommy? He sounded mean."

"I don't know if he's mean, sweetie," she said honestly, hooking her arm around her and pulling her into her side so she could hold her. Movement in the rear-view mirror caught her attention and she was pleasantly surprised to find Rick and his group following her in their vehicles, one guy on a motorcycle. "But we're about to find out."

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