Carol stared at her trembling hands. Or rather, at the crimson blood smeared across them. A lone, salty tear rolled down her cheek and fell into her lap. She'd wept so much in the past week, she was surprised she had any tears left at all.

"You okay?"

Daryl's gruff, sudden voice broke Carol from her thoughts. She head snapped up at she gazed at him mournfully. He was standing in the entrance of her cell, leaning against the gate, his teeth grazing away at some dried skin on his thumb. His shape blotted out the evening sun, and his shadow was draped across her hunched figure.

She considered lying. Considered telling him that everything was fine. That she was just shaken up. But to speak such words wouldn't have felt right; would've tasted bitter on her tongue. So instead she tore her eyes away, focused on her stained palms once more, and shook her head briskly.

"No."

She heard him sigh. It wasn't that he'd expected anything different; he knew damn well that you don't just watch someone die before your eyes, use their corpse as a shield against a hail of oncoming bullets and spring back an unscathed man - or woman, in Carol's case. It was simply that he hated seeing her suffer, and hated even more that he didn't have a single clue about how to cheer her up,

On the bottom level, Rick, Glenn and Maggie engaged in a heated debate involving the fate of Merle. Daryl tried to pay no heed to their harsh whispers. They'd work it out, he told himself. They'd have to.

He walked over to where Carol sat, his footsteps heavy and unsure, and settled down on the edge of the lumpy, prison mattress. She glanced over at him as another tear tumbled down her face. Her irises looked especially blue - electric, almost - against the red, puffy rims around her eyes.

He stared at the dirty floor for a while, trying to think of something - anything - to say to lift her spirits. Nothing came to him. He'd never been good at making people laugh on a whim. He was even worse at making them smile. He could hear her taking deep, shaky breaths.

"You wanna talk about it?"

His inquiry cut the thick tension like a blade. She glanced up at him, eyes glossy, and gave a sharp sniff.

"He was jus' talkin' to me," she began, her stare fixated on the grimy cell wall. There was dried blood worked into the grooves of the brick, and the white paint was flaking and peeling away. Everything seemed so much bleaker and uglier than it did before. "Wasn't hurtin' anyone. An' then..." she snapped her fingers. "Gone."

He nodded grimly, and she rubbed at her wrist bone, smearing the skin there with red. He plucked his rag from his pocket, reached out, and gently took her hands in his own. Then he started to gingerly wipe away the blood. He never once lifted his gaze to look at her.

"I hid under 'im. I had no choice." She told him as he worked. He soundlessly ran his rag over each of her fingers. He didn't know what to say to comfort her; didn't have any words of wisdom or heartfelt reassurances to offer. Truth was, the world was a cold, bitter place; a place where morals blur and rules are stripped of their previous power. But he didn't tell her that. He just lent her an ear and listened, because that's what she needed most, and he knew it.

"I didn't have time to think," she went on, a fresh slew of tears dripping down her cheeks. "It didn't even register with me that he was dead 'till afterwards. He was scared of guns, he tol' me."

A brief smile broke the grimness of her expression as she reflected on the conversation she'd pursued with the ex-con. It had taken place that very same morning. It'd made her grin; made her laugh. Now it only served as a bitter memory to remind her of how ruthless some humans could be; how low some people could steep.

"An'...he called me a lady."

Ahh. There it was. Daryl had suspected there was some deeper reason why Carol was so distraught over Axel's death. It was a gut feeling combined with his profound understanding of his dear friend. The raw remorse and sorrow she expressed over Axel suggested something deeper than mere shock was at play. At first he'd supposed she was just sick of constantly losing everyone she grew close to, but now that the pieces were snapping together, it all became clear as water.

Her head dipped down, her eyelids drooping with fatigue. He reached out and placed a single, steady finger under her chin, and lifted up, 'till she looked up at him once more. He surprised even himself with the sudden bold move.

He ever-so-gently swabbed his rag over her cheek, wiping away the blood until there was nothing left but a rosy hue. He dabbed at her forehead and carefully cleaned a streak of scarlet from her nose, all the while saying nothing. His stomach was a-flutter and he was perhaps shaking just as much as she was. The closeness and the quietness...it was something he wasn't exactly accustomed too. Even the cell block was eerily still and soundless as a tomb; not even the mewling of baby Judith could be heard.

Another tear burned another hot trail down her cheek, and he paused for a second before using his thumb to tenderly rub the moisture away. He was suddenly very aware of the stark contrast between the roughness of his calluses and the softness of her skin. And before he knew it, she was leaning forward and sinking into his chest, pulling him into a tight embrace that smelled distinctly of Carol.

She started sobbing, then, and clutching him close. Her arms wrapped tightly around his torso. His hand drifted over to rest against her back, and he could feel her frame quivering violently with every muffled cry.

And they just sat there, silent, for several long moments, 'till his shirt was soaking wet and her throat was raw. A languid autumn rain began to drum against the roof, the steady rhythm fashioning a sense of peaceful melancholy.

When Carol finally pulled away, she had snot and tears running down her face, but a weak smile brightened her features. And he realized, only after it was all over, that those several long moments had slipped by far too fast.

"Thanks," she said, her voice a shade above a whisper. She gave his hand an assuring squeeze. "For everything." She drew in a deep breath and exhaled stiffly.

"You're welcome," he replied, startled by the way his voice cracked, as if he'd been crying too. "For everythin'."