"Wanna screw around?" Her lips smiling, a promise in her eyes, as she assesses his reaction.

He's not sure why this memory of her, from over a year ago, comes back to him right at this moment. Okay, fine, he's walking through C Block, past the crowd of folks he's still not quite used to even after all these weeks, towards the area where she conducts basic weaponry classes for the kids. A damned good idea, that.

She came up with it about a week in, after the Woodbury folk got settled. Came over to he and Rick one morning in the yard, told them she was going to set it up. Told, not asked, he grins to himself, adjusting his crossbow. "No" wasn't an option, far as she was concerned. He knows it's about Sophia. About arming these kids, better than her own daughter had been. She's learned, as they all have, that protection has to be a personal responsibility. They'll all defend each other to the death, but when death comes to your protector (it always does), you have to save yourself. And wipe the blood and tears off, and keep going. Ain't no other way.

He's got no idea why he's thinking on her flirting ages ago. Maybe…maybe because it's been so long since she's done it. It's not that she's cold or distant or uncaring or any of that. She gets him, he knows that. Sometimes, all it takes is a glance, a rueful grin. She cares about him with a certainty that squeezes something deep in his gut.

They are all so busy now. There are so many more people. Some, he likes. The kids are great. Mostly, he's reserving judgment. This odd, haunted life – when there weren't many of them, there was always time. Even if it was just to sit together, silently. She was always good at that. Just being somewhere, with him. Now it's always routine, and meals, and supply runs and reinforcing fences and teaching little kids how to stick knives into walkers.

He realizes as he enters her makeshift "classroom" that he misses the flirting. What her eyes promised when she did.

Her eyes. Those storm-colored eyes, that see everything. All of him.

She's kneeling on the ground, which is covered in big, square pillows, bent over an array of hand weapons. Six rapt children listen to her tempered, sweet voice explain the differences between the deadly tools before them. She hasn't seen him yet. He's still good at being quiet.

"Now, Ellie, can you show me the best way to carry this knife?" She hands it over to a kid of about 8 with two long black braids falling down her back.

Daryl squints, watches the kid closely. She looks hesitatingly at Carol, who smiles encouragingly, wrapping the child's small hand around the weapon. The little girl is scared of the knife. No big surprise there. But she has to learn to use it, and Carol's there to make sure she does.

"Ellie, that's not right, you gotta –" another kid, a boy a few years older with a crazy head of blond curls, reaches out.

Without taking her eyes off Ellie, Carol gently deflects the boy's hand. "Not just now, Conner. Ellie's going to get this right. Give her a minute." The kid leans back, huffy and annoyed. He catches sight of Daryl in the doorway.

"Daryl!" The boy jumps up and crashes into him, hugging his middle. The others follow his lead. He is momentarily surrounded by grade schoolers.

Carol remains on the floor, kneeling backwards, surrounded by her array of knives. She sends him a half-smile, one to let him know he's in trouble.

"Carol! I wanna learn 'bout crossbows! Like Daryl's! No stupid knives! Knives are lame," another kid about Conner's age pipes up. Daryl isn't sure of his name…Tom, Tim, somethin' like that...

"Thane, it took years for Daryl to learn how to use that crossbow," she looks at him, silently transmitting he shouldn't contradict her on the finer points of how and when he learned any of his fighting skills in front of her students.

"Carol's right, man," he clears his throat. These kids are treatin' him like the second coming. It's enough to make a guy a little jumpy. "'Sides, a knife is a real handy weapon. You oughta let her finish teachin' y'all 'bout 'em."

She's on her feet and walking over to him. She seems thoroughly amused with how worshipfully the kids are treating him. His stomach does a little flip, as it always does when he sees her for the first time each day, or when he's been out on a run, or really, for no particular reason, it seemed, sometimes.

"Okay, you guys. Lesson's over. We'll spend an extra fifteen minutes tomorrow. Ellie, you're not off the hook. I want to see you with that hunting knife tomorrow, okay?" The kid nods solemnly. "Go grab some lunch. Beth and Susan will be happy to see you guys a few minutes early." They all dash out, shouting goodbyes, and her eyes twinkle mischievously as she watches them bolt.

She suddenly turns back to him, swats him hard. "You ruined my lesson, rockstar. Ellie's been skittish since the beginning and I think she was about to actually handle the knife." She shakes her head at him, but he sees she's not actually angry.

"Sorry 'bout that," he rubs his stubble. It itches. "We're goin' on a run. Wanted to see if you needed anything." He likes taking care of her. Even if it's just grabbing a new mystery novel for her, or that shampoo he knows she likes, the one that smells like lavender and mint. Now that she actually NEEDS shampoo.

He smiles to himself. He knows why Carol kept her head shorn, before the world went to shit. There were lots of reasons, he supposes, but they all began and ended with Ed, and Carol's hatred of him and of the dead and buried version of herself that was Ed's wife.

This Carol, standing in front of him with her graying hair twirling and curling appealingly away from her face, is not that woman. She is a woman that teaches children how to use knives, but also tends their wounds with dogged love and pride.

She smiles up at him, and seems pleased. But something else is on her face, in that little crease between her eyes.

"Thanks," she replies, turning away, bending down to gather the knives together. "Thanks, and I am glad you came by, even if it was just to say hello," she pauses for a moment. "But I already gave a list to Tyrese." Her voice is casual. The pink now staining her cheeks is not.

"Oh, right, yeah, good, then," he's not even sure what he's saying. Something unpleasant is happening in his guts. It's like she's used one of those knives, which she now has gathered in her hands like a deadly bouquet, to slice through him.

"Is it good?" She stands there, just stands there, with her beautiful eyes, her knives and all of those words she hasn't said, not in awhile. She's waiting for him, to do something, say something, he knows. He just doesn't know what that is.

He feels like he's been standing at an open door leading to someplace scary and wonderful for a long, long time, stuck by a mix of fear and self-loathing. He's tried the knob and notices, for the first time, it won't open for him.

"Daryl?"

"Yeah, it's good. One less thing for me to worry about," he walks out without looking at her. Closes the door behind him.