A/N: This is my first Walking Dead fic. I actually only started watching the show about a month ago – and yet I have made it through the first 3 seasons…twice. Season four will have to wait for Netflix to catch up.

For anyone who reads my CSI fics…I am so sorry I haven't updated recently. I have lost my mojo at the moment for CSI but I promise I will be getting back to that soon.

This story takes place during Season 3 after Daryl and Merle arrive at the prison.

Chapter 1

Carol stood at the small stove preparing a stew for the evening meal. She was very aware of the two brothers sitting at the table just feet from her. To say things had been tense at the prison since Daryl came back with Merle in tow would be an understatement. Of course most of the contention came directly from the eldest Dixon. She shook her head, frowning, thinking that if Merle could manage to keep his damn mouth shut for more than a minute at a time things might just become manageable.

She glanced over to the table and had to smile a little. They were polar opposites no matter what the two stubborn men thought. For as loud and obnoxious as Merle was, Daryl was quiet and compassionate – though he worked hard to keep that side of himself from showing. About thirty minutes earlier the brothers walked into the makeshift dining/kitchen area and sat down at the table where Daryl began to disassemble and clean his crossbow and bolts. Merle had barely said a word the entire time, which she thought was not only a miracle but probably the longest he had ever gone without being a dickhead. Carol had to suppress a small laugh at that thought and saw Merle's head come up at the sound. She nodded at him and saw one corner of his mouth lift before he returned to watching Daryl.

A few minutes later Carol heard soft steps approaching and recognized them as Beth's a moment before she appeared around the corner to stand next to Carol. Beth gave her shy smile which Carol returned with a squeeze to the young girl's shoulder.

"Judith is finally asleep. I'm going right back but I never got a chance to tell you how sorry I am about Axel." Though Beth was talking quietly, Carol saw Daryl look up quickly before returning his attention to the task in front of him.

"Thank you, Beth. I appreciate that." Carol smiled warmly at the girl's concern and, thinking that Beth had said what she came to, turned back to the stove. But she continued:

"I know how close you and Axel were becoming. It must have been horrible to be out there together…and then for that to happen. I'm really sorry, Carol." Beth threw her arms around Carol and hugged her tight while Carol stood there, frozen and deeply confused. "He was a good man and he really cared about you."

The conversation had taken on a very surreal quality and Carol just patted Beth on the shoulder and tried to figure out what the girl was talking about. Axel had taken to following Carol like a puppy dog once he found out she wasn't a lesbian and the attention was flattering but she would hardly say there were "close." A quick glance at the table had her cheeks flaming. Merle was staring at her with interest and Daryl was obviously listening but not giving up the pretense of re-assembling his crossbow though he seemed to just be picking a piece just to put it right back down again.

"Uh…thanks. He was a good man. I'm sure we will all miss him," she patted Beth's arm again, hoping the conversation was over. Finally, Beth released her and stepped back, sniffing.

"I'll go check on Judith," she said with a small smile and walked back into the cell block.

For a moment Carol just stood there trying to figure what was going on in that girls head. With a small shake of her head, she turned back to the stove.

"My, my, my. Little Mouse found herself a boyfriend in the penn?" Carol could have cheerfully strangled Beth right about then for starting this. Instead she chose to ignore Merle standing up and walking toward her, instead keeping her eyes on the pan in front of her. "What happened to that worthless, piece of shit you were married to?"

Sensing a golden opportunity, Carol turned to look Merle right in the eye and said: "I put a pickaxe through his head. Three or four times. Don't rightly recall." She almost grinned in satisfaction at the look of shock on his face and the step he took back from her before he recovered. She could swear she heard a snicker from Daryl's direction but didn't break eye contact with Merle.

"Pickaxe, huh?" To her surprise he looked impressed.

"Hmm." She turned back to dinner.

"Where's your daughter? Haven't seen her running around here." He said this with no malice, just curiosity but she felt the blood drain from her face just the same. In an instant, Daryl was on his feet and heading toward them.

"Merle, leave her alone." Carol put up a hand and he stopped, waiting.

Taking a calming breath and squaring her shoulders, Carol turned back to Merle. "She died. Last year. She was bit and Rick had to…put her down." The sympathy she saw in the older man's eyes surprised her.

"I'm sorry. Truly." Hesitantly, he reached out and touched her arm and she nodded before turning away again. Merle cleared his throat, clearly uncomfortable. She should have known that wouldn't last.

"You know, Carol, if you're into con's, I'm available." She looked up at him in shock and laughed when he waggled his eyebrows at her. Then she laughed even harder at the ridiculousness of his come on. "Damn, woman, it wasn't that funny," he muttered as he walked back to the table. He looked at Daryl, "Must be losing my touch, Little Brother. Proposition a woman and she laughs 'til her sides are splittin'."

"Whatever, Merle. You're an asshole." Daryl said this with his usual quiet tone and sounded utterly disgusted with his brother. That just made Carol laugh even harder until tears were streaming from her eyes. After a few minutes she was able to get ahold of herself but when she looked at the two of them, wearing nearly identical expressions of confusion at her mirth she nearly burst out laughing all over again.

Carol wiped the tears from her face and shook her head. "Thank you, Merle. I needed that. I can't remember the last time I laughed like that." He glowered at her but she could tell he wasn't really upset. She glanced at Daryl and the smile died on her lips. The look on his face was a mixture of hurt, confusion, anger, and what she might have mistaken for jealously had it been anyone other than Daryl Dixon. Without a word he got up from the table, gathered his crossbow and walked into the cell block leaving a stunned Carol and Merle standing there looking after him.

Daryl stomped through the cell block heading for the upper level cell he had claimed when he had come back to the prison with Merle. Thankfully, the cell was his alone – Merle had his own space at the other end of the block, preferring to be as far away as possible from the close knit group. He climbed the stairs quickly, feeling an anger he hadn't felt in a long time and he really wasn't certain where it was coming from. Stepping into his cell, Daryl put his crossbow on the top bunk and flopped down on the bottom. He laid there for a few minutes staring at the underside of the bed above him trying to figure out who he was more angry with.

He was seriously pissed at the dead man, Axel, for even thinking about Carol let alone getting close to her as Beth had said. Daryl was pissed at Merle for the same reason. He had recognized the look of interest on his brother's face as Merle had walked up to Carol. And then the asshole had made her laugh. He hadn't heard Carol laugh in a long time and he really hated that Merle was the reason for her laugh instead of him. He felt an unreasonable fury directed at Carol though. He hadn't even been gone an entire day before she was carrying on with that con. Not that Daryl had any claim on her but she can't have been too worried about him if she was playing nice with Axel. Had she flirted with him the way she had with Daryl? Just the thought made his jaw tighten and his head begin to pound.

What the hell was wrong with him? Daryl took a deep breath trying to calm himself. It wasn't like he had ever given Carol a reason to think he was interested in her, though he had already begun to notice her back at the Quarry. There had always been an excuse to keep his distance from her despite his attraction but the truth was he didn't know how to talk to her. He didn't have the first clue about women. Before the world ended he had been embarrassed that he had never had sex let alone be in a relationship. After the apocalypse it really didn't seem that important anymore. Even Merle didn't know the extent of his inexperience and Daryl planned on keeping it that way.

He had decided he and Carol would remain friends. Being able to see her everyday would be enough for him. But that was before he realized that just because he was willing to keep their relationship platonic she might want more and would find another man to fill her needs.

"Hell, no. Ain't gonna happen," he muttered to himself. Daryl was surprised to realize what he was feeling was jealousy but he shrugged it off. It didn't matter if he was jealous. She belonged to him as surely as he belonged to her. She just didn't know it yet.

"Daryl?" He looked up, seeing Beth hovering in the open doorway to his cell.

"What?" Daryl went back to staring at the bunk above him, hoping she would get take the hint. No such luck.

"Can I talk to you for a minute?" She was so damn soft spoken and timid it set his teeth on edge sometimes. He sighed and sat up, swinging his feet to the floor.

"What's up, Beth?"

The young girl took a breath and squared her shoulders as though trying to gear up for what she had to say.

"When Rick came back and told us that you and Merle had set out on your own, everyone was upset. It hurt Carol the most though. That you left without even saying goodbye." Daryl looked away from her gaze, feeling ashamed of the hurt he had caused. "I told Carol I was pissed at you for leaving." He looked up in surprise. He hadn't really spent any time around Beth so it wasn't like they were close.

"Carol told me not to be mad at you. That you have honor and that the world needs more men like you in it. She understood why you left and even though it hurt her she accepted that it was something you had to do. But she misunderstood me. I wasn't pissed that you left us. I was pissed that you left her." With that said, Beth turned and walked away, leaving Daryl to think about what she had said.

He had told Rick that Carol would understand why he had to leave though he had not been one hundred percent certain that was true. It turned out he was right. She seemed to know him better than he knew himself sometimes. Daryl hunched over with his elbows on his knees, propping his head in his hands. He knew now things couldn't go on like they had been. If just the thought of Carol with another man made him sick to his stomach and his head pound, there was no way he would be able to stand by and actually watch it happening. He knew it would too. She was a good woman, kind, strong, and beautiful. He thought back to the look on his brother's face when he had approached Carol. Him and Merle would have to have a talk, and soon.

Yes, things had to change. But how? How the hell did he go about this? It wasn't like he could ask her on a date. He was no good with talking to her about personal shit. He could never quite look at her and got so nervous he could barely speak. This was going to be impossible.

TBC…