AN: I was watching Season 3 just the other day and all of the sudden thought of perfect song that sums up the whole CARYL situation – the fabulous Steve Wariner's "What if I Said". Check out the complete lyrics at .com and you'll see what I mean. Hope you like it!

"Maggie, do you have a minute?" Carol poked her head into Maggie's cell where the younger woman was cleaning her pistol. Maggie looked up and smiled over in greeting.

"Sure, come on in. Anything I can help you with?"

"Well, I know that we haven't exactly been close friends – I need someone to talk to and you're the only one I feel comfortable with since Lori passed away." Carol perched on the edge of Maggie's bunk and rubbed her suddenly sweaty palms over her pant legs to dry them off.

"What about Daryl? I thought that you and he were pretty close?" Maggie looked up in surprise, she had considered Carol a friend since they had spent the better part of a year together on the road but had never thought that she would be the one Carol would turn to in a crisis. After looking at Carol's expression when she had mentioned the hunter's name, Maggie nodded reflectively. "Ah….I see, it's hard to ask advice from someone that you're seeking advice on…if you get my drift."

"Yeah…oh Maggie I think that I've done something really stupid!" Carol fell back against the bunk and stared at the ceiling.

"Come on, it can't be that bad." Maggie put down the pistol and gave Carol her full concentration. "Tell me what can be so bad that you feel that you can't speak to Daryl about."

"Well, do you remember that first night at the prison when I took Daryl over some food to make sure that he ate something?"

"Yeah – he was on watch for a while; and then you both came back to the fire. I didn't notice anything offish – you're both not that big on talking up a storm, but I did get the feeling that something might have happened. Didn't like to say anything at the time, not my business."

"I can't believe that I'm actually going to say this…..Imadeapassathim….." Carol rushed the last words out in one breath and then buried her flaming cheeks in the crook of her arm. Maggie leant forward not quite believing that she had heard quite correctly.

"Excuse me? Do you want to run that last part by me again? Are you trying to tell me that you, shy and retiring Carol Peletier actually made a lewd suggestion to the tough, redneck Daryl Dixon?" Maggie slapped her hand against her thigh and chortled aloud.

"It's not funny – you should have seen his face! I haven't been able to look him in the eye since then. Sure we had a laugh about it at the time; but now…"

"Wait a minute – he laughed at you?" Maggie put her hand on Carol's arm and looked over at her friend's miserable face. "Do you mean to say that he thought it was just some joke?"

"I made it into a joke – Maggie, if you'd have seen the look of shock on his face when I asked if he wanted to screw around; I couldn't have borne to hear his refusal so I made a big joke out of the whole thing." Carol looked down at her hands and then back up to see what Maggie made of the whole thing.

"Maybe he was just shocked – it must have sounded pretty wild at the time; he may have said yes you know. I've seen the way he acts around you; he's always checking your opinion on things before he gives his own, he does care for you, Carol."

"I know he cares, but does he care enough. Do I dare to take that chance of telling him how I really feel only to lose his friendship if he doesn't feel the same? I think that would be worse than never telling him at all."

"And how do you really feel?" Maggie asked Carol quietly, watching her face carefully to gauge her emotions. Carol's features softened as she thought about the question – how did she feel about him?

"I respect and admire him as a man – something I could never do with Ed. I feel comfortable with myself when I am around him; I know that I can say or act however I want and he will never judge me. I love him, Maggie." Carol admitted her feelings aloud for the very first time and a soft smile transformed her face into the perfect picture of happiness.

"Then you need to tell him that. Don't you think that after everything we've all been through that we all should grab onto what little happiness we can find? You've lost your husband, your daughter too – what if there is a chance that he's feeling exactly the same way?"

"And if he doesn't?" Carol asked quietly, Maggie leant over on the bunk to enfold the older woman in a soft hug.

"Well, I've heard that a certain moustached former prison has been asking a lot of questions about you…..he seems mighty interested in our little Carol." Carol snorted with laughter and the two women embraced a final time before Carol rose to her feet and walked over to the door.

"Thanks for listening, Maggie."

"Will you at least think about what I said?" Maggie asked softly, not wanting the rest of the cell block to overhear.

"I'll think about it….can't promise anything, mind you. But I'll certainly think about it." Carol gave a small smile and wave and then headed off back to her own cell to do just that. Maggie sighed deeply as she turned her attention back to the cleaning of her pistol. She felt the cot mattress give next to her and looked up in surprise to see Glenn.

"You were so deep in thought that I didn't want to disturb you. Was that Carol I saw leaving earlier?" Glenn asked as he reached over to stroke his girlfriend's dark hair.

"Yeah….she's having a few issues with Daryl and wanted to talk it out."

"Ahhh….funny you should say that." Glenn mused as he twirled a strand of Maggie's hair around his finger, fascinated with the way it felt against his skin. Maggie pulled her head away and looked over at Glenn.

"Why 'funny'? What do you know?" She demanded, Glenn shrugged his shoulders dismissively.

"Oh nothing really, I just saw Daryl asking Rick to take a walk outside to 'check' the fences. Now, nothing has changed with those fences since the last time they were checked – which was by Rick himself this morning. Seems to me like Daryl has something on his mind as well – maybe it's Carol."

"Mmmmm…..interesting." Maggie remarked and refused to answer Glenn's pleas for more gossip, stating that Glenn would have to ask Carol himself if he wanted the juicy details.

"You mean there are juicy details?"

"Glenn, it's just a figure of speech. Don't read more into it than there really is."

"That means there is." Glenn almost squealed with excitement, Maggie turned her scowling face toward him.

"Glenn…." She warned, quietly. Glenn removed the smirking smile from his face and assumed a more serious expression.

"I know…shut up."

"You got it."