Heya friends!

Got into the Halloween spirit a bit and wrote this little thingy for you guys.

Just a small, sweet holiday-inspired moment between our favorite not-quite-couple. Set in the prison, so obvious spoilery hints up until "Walk With Me".

I own nothing as usual; enjoy and please review with thoughts!

It was blacker that night than the blackest cat she'd ever seen.

She stared at the ceiling, not far from her face, but saw only infinite darkness. There was no ceiling. No cell. No nothing. In the bunk below she could hear Lori sleeping soundly, breaths heavy, an occasional whimper that sounded her impending labor.

Her eyesight may have been hindered, but her hearing was sharp. And it heard all.

Hershel moaned every few minutes from the cell close by. Glenn and Maggie shifted on the other side of the wall and she had to wonder if they were really asleep at all. T-Dog snored. Rick paced the corridor.

And the building itself groaned.

She sat up, barely dodging the ceiling with her head.

Most of the noises keeping her awake were normal. But the sound of the building, the prison, shifting and settling and moving around her made her strangely uneasy.

She supposed she was simply used to sleeping outside at this point.

But she needed to be able to sleep anywhere.

Anytime.

It was essential to her survival.

Her feet hit the cold concrete floor, silent, soft, and Lori was none the wiser.

She made her way out of the cell—more by feeling than sight—just in time to bump into a firm, unyielding chest. A hand reached out to steady her, and as her vision adjusted to the faint, misty light filtering into the cell block, Carol realized very quickly that the hand belonged to Rick.

His head bent forward to meet her eyes.

"What're you doing up?"

Once upon a time, not so long ago, she would have pulled from his grasp, shaky, unsure of his intentions and doubtful of his wisdom. Once upon a time, she would have avoided his piercing gaze and ducked her head from his words.

Once upon a time.

Carol held Rick's questioning gaze and ignored the grip of his hand on her forearm.

"Can't sleep. Just gonna walk the block for a minute, is all."

It was more than enough to satisfy the leader of their little pack, and she knew it.

Rick nodded in the grey-black shadow and took an extra moment to squeeze her arm before releasing it.

"Try not to be up too long. We all need rest."

And with that he was gone, turning away to go about his vigil on the cells, footsteps slow but solid, a rustle of clothes and the jingle of keys an echo of his presence.

She breathed deep, resumed her intended direction opposite of where Rick had headed.

At the end of the corridor a set of steps led to the balcony that served as Daryl's perch. In the near pitch dark she could not make him out as she neared, but she knew he was there, watching. Listening.

Like Rick, Daryl was always vigilant.

She reached the tops of the steps and nearly tripped on a leg.

Unless that vigilance was interrupted by sleep, apparently….

The dark form on the floor jerked up, and Carol could hear the scrape of his crossbow being lifted from the floor.

"Easy! Just me…" she breathed quickly, before Daryl could react any further. She heard him huff and settle back.

"Watch it. If you're gonna go creepin' up here you can at least announce yerself."

He whispered and lay back down, and she could just make out his hand setting the bow back beside him before bringing both arms up behind his head.

"Sorry. Figured you'd still be up."

"Just dozin'. Rick's on watch."

"Yeah."

She leaned against the guard rail and peered through the haze at him, eyes struggling to hold his silhouette in view. The way his head was angled up towards her suggested he could see her far better than she could see him, and Carol suddenly wondered if her age could be a factor in her failing sight.

Might explain why I almost shot Rick the other day, too.

Silence fell between them for a few moments, and in them she could hear the same spine-tingling groans and creaks and bumps in the walls around her. Fingers found purchase on the rail behind her back and for a second she could swear the prison was breathing—

"What're you doin' awake?"

Her head snapped down at Daryl's innocent-enough query, and her face felt hot.

"What is this, 'interrogate Carol night'? I just couldn't sleep, okay?"

The shadow beneath her shifted and she could just make out his head coming up slightly. She imagined he was peering up at her in both surprise and irritation.

"Shit, fine. Just askin'." His whisper doused what little anger there really was in her veins and she sagged back against the rail, deflated.

"No, I'm sorry, Daryl. Truth is, I just…I'm having a hard time sleeping in this place."

His breathing floated in the silence between them for a moment before he surprised her with a grunt-like chuckle.

"If y'promise not to feel me up yer welcome to crash out down here."

The smile that cracked her face wide open almost hurt.

"Cross my heart." She motioned across her chest.

He laughed lightly. So did she.

And with a deep breath he backed up slightly to allow her room on his perch as she settled down next to him, the hard concrete still warm from his body. It was both soothing and disappointing.

The back of her head hit the solid rock beneath it with a small thump and she giggled.

"Better than my old Tempur-Pedic"

"You're what?"

"Nothing."

The wind hit the building outside and she shivered involuntarily. She wasn't cold. The heat coming from the body next to her prevented that.

Daryl shifted next to her and although she could hardly see him, she somehow knew he was looking at her. Breath puffed against the side of her head and she smiled in the darkness.

"S'what is it that's keepin' you awake?"

She shook her head at his question, fighting a scoff.

"Oh no….you'd laugh."

"Try me."

"No."

"C'mon, woman."

Sighing in defeat she turned her head to face his, looked up to meet what she figured were his eyes.

"It's just creepy, okay? The whole place is just…creepy."

"What, cause' it's a prison?"

"No…just the sounds it makes, is all. I guess I'm just used to the crickets and owls outside."

"We could go sleep out in the yard."

She grinned. Hoped he couldn't see it.

"We?"

"Well hell, y'don't think I'd let you sleep out there alone do ya?"

Carol waited a moment, forced her lips back into submission before feeling him suddenly exhale sharply and scoot just hairs-width away from her.

His voice was laced with hesitant mischief.

"You need to stop that shit."

"I have no idea what you're talkin' about."

A grunt was her response and she laughed again. Changed the subject to avoid terrifying the poor man.

"I don't think Rick would approve of us sleeping outside away from the group. Besides, I'm fine. Except for the damn concrete pillow."

She seriously considered lifting herself from the warm floor to return to her cell for her thin, worn pillow, but then…Rick would see her, probably strongly suggest she just go to bed, and honestly, she wasn't up for another staring contest.

So she opted for sliding an arm underneath her head. She frowned, suddenly aware of just how bony she'd become.

A hand nudged her side.

"C'mere." He'd shifted again, closer, lifting the opposite arm to expose his chest. His free hand patted it once before he forced his head straight. Carol watched him stare at the ceiling, breathing shallow and ragged.

A bundle of nerves, her voluntary pillow.

Again she smiled, quickly ducking her head as she settled it onto the slightly softer, much warmer surface that was Daryl's muscled torso.

He stiffened beneath her, but said nothing. Only breathed, in and out, deeper and deeper, an obvious attempt to gain control of his anxiety. She wanted to tell him to relax. But she knew it would only make things worse.

Ignoring his struggle with this level of physical contact was the best way to end it.

And so they lay there in the pitch black silence, breathing together in a slowing, calming rhythm. Under her ear Daryl's heartbeat went from a panicked rabid to a fairly normal steady, and Carol sighed into the sound.

After a few minutes the lull of Daryl's rising and lowering chest brought her near true sleepiness…

And then he grunted, sounding strangely amused.

"What?"

Another grunt, louder and reminiscent of a laugh.

"Walkers and madmen around every corner and you're afraid of a damn building?"

"I didn't say I was afraid. Just creeped out. There's a difference."

"Sure."

Her lips pursed. She wanted to both smile and smack him in frustration. Instead she simply listened to his breathing, to his heart, ignoring the strange echoes of the prison around them.

She barely registered the ghost of his arm coming down from behind his head, the other taking its place as he enclosed her body against his.

"Worse things out there that go bump in the night." He mumbled against her hair, before sliding his head back against his arm and away from her altogether.

His heart thrummed against her ear, loud and steady and strong. She chuckled in quiet agreement.

Better things, too.