AN: This is a one shot in response to the tumblr prompt for Caryl and falling for the best friend's partner. I will admit that I had a little trouble with this one just because I couldn't make it significant relationship and feel like Caryl (either side) would be the kind to "get in the way of that". So I changed it just a little.

Still, I hope you enjoy. It's just a simple little "scene." Let me know what you think!

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Carol thought to herself that she shouldn't have even been there. She should have told Andrea that she'd see her another time. She should have insisted that she really did just want to stay home and watch the movie she rented. She should have fought a little harder to order pizza and spend the night alone in her own company. The falling through of the blind date should've been her first indication that staying home was her best bet—but somehow she'd still ended up coming.

And now she'd be stuck being the third wheel to her best friend and the guy that Andrea had been out on three dates with already.

Three very unsatisfying dates. That was the curse of being the best friend, perhaps. Carol knew all the things about this guy that he didn't even know. She knew their relationship wasn't going anywhere, but that didn't mean that he knew that. Andrea wasn't letting him on that secret just yet.

Three dates and he hadn't made a move. Three dates and he hadn't even kissed Andrea goodnight. In fact, worse than not kissing her goodnight, he'd actually done something of a little sway when she'd gone to kiss him and she'd ended up kissing his cheek and embarrassing herself.

Andrea thought it wasn't going anywhere. She thought he was going to call the whole thing off, actually, but apparently he wasn't because he kept asking her out. And Andrea kept saying yes—even though she wasn't sure why.

They were caught in some kind of eternal roundabout where neither of them were going to escape if no one made the decision to break it off before the other did. Carol knew that, Andrea might suspect it, but the poor boyfriend? He was in the dark.

Daryl. Daryl was in the dark. Or—maybe he wasn't.

So Carol was stuck, sitting at a table with Andrea, waiting for Daryl to arrive and waiting to become the third wheel.

That was her position in life these days. Third wheel. She played it to everyone. She played it to Michonne and her boyfriend, and now she played it to Andrea and Daryl. The only thing that could make being the third wheel more humiliating, truthfully, was if she was forced to get a kid-sized meal at every dinner she'd gone on and had sit, quiet and pouting, alone on one side of the table while a couple stared at each other across the small space from her.

Except when Daryl got there, there wasn't a lot of staring lovingly at one another taking place.

Andrea stood to get his attention when he came into the restaurant and Carol offered him an awkward wave and a smile. He leaned, pecked Andrea's cheek like he was kissing an aunt that he was familiar with, and then he reached and took Carol's hand in a strong hand shake that he held, maybe, just a beat longer than she expected him to.

Carol blushed to herself, watching him as he slid into the booth across from her, beside Andrea, because she thought that, if she were Andrea, she might not mind if she'd missed in the kiss and caught his cheek instead of his lips. She may very well have been embarrassed, but not embarrassed enough that she wouldn't go for it again.

He was cute. He was handsome in the dreamy, sophisticated, magazine cover way, but he was cute. There was something about him.

While they sat there, before the meal really got under way, Carol kept stealing glances at him. Andrea was talking about something—it was probably work, but Carol wasn't listening and neither was Daryl. Daryl was studying his menu. He was reading it like there was a test on it at the end of the meal that he had to pass. Every now and again, though, to feign some kind of interest, he hummed and nodded like he was following along with Andrea's babbling.

He chewed his lip while he looked over the menu.

And once? He looked at Carol and, noticing her looking at him, offered her a half-smile before she turned away, embarrassed at having been caught staring.

When the food came, the "date," if that's what they were calling what was happening across the table, continued much the same way it had been going. Andrea continued to talk while Carol ate in silence and watched Daryl do the same. Every now and again, even if it didn't fit with whatever was being said to him at the moment, he would offer Andrea something of a half-smile, nod, and make a noncommittal humming sound.

And every now and again, Carol would catch him looking at her while she looked at him. But, every time she caught him looking, she looked away.

Andrea was her best friend, and even though Carol knew that Andrea thought this was going nowhere—and was more than likely why she wasn't trying any harder with Daryl than she was—Carol felt guilty for looking at Daryl across the table and wondering what it would be like if she were his date. She wondered what it would be like to have permission to look at him and not to have to steal glances when she thought she wouldn't get caught.

She wondered, really, what it was that he was thinking about—and what it was that he might want to talk about since Andrea's chosen topic of conversation wasn't really getting his attention.

But she didn't ask. She didn't say anything. In fact, she'd probably only said five words when Andrea left the table to go to the bathroom, insisting she could go alone, and Daryl had probably only said seven or eight words at the most.

Daryl watched Andrea as she walked toward the restrooms. Carol watched Daryl as he watched Andrea.

And once again, he turned quickly enough to catch her watching, but this time she didn't jerk her head or turn her eyes away—at least not before she saw the half-smile come across his lips again.

"You don't talk much," Daryl said, keeping his voice low.

Carol felt her cheeks burn hot. It was ridiculous. She had no reason to feel so shy around this guy. She didn't even know him. He didn't know her. And, besides that, he was out with her best friend. She didn't need to be blushing like she was—but she couldn't control it.

"You don't either," she said.

He renewed the smile.

"Tonight, can't," Daryl said.

He glanced toward the bathroom and Carol followed his eyes this time.

"Something wrong with her?" Daryl asked, drawing Carol's attention back. Carol glanced back toward the bathroom. She wasn't too sure what he meant.

"I think—she just went to the bathroom," Carol offered.

Daryl chuckled and leaned a little closer to Carol across the table, missing his plate by only an inch or so.

"Meant—something wrong—she hasn't talked this much all the nights we've been out combined," Daryl said.

Carol swallowed.

"Oh," was all she managed to say, but then she froze. It wasn't her place to tell him that Andrea wasn't sure they really clicked. It wasn't her place to say that Andrea thought he'd break up with her, saving her the struggle of figuring out how to let him down easy, but he hadn't done it yet. It wasn't her place to say that Andrea just didn't see this going anywhere, and now that she'd made her mind up about it? She didn't care to even try anymore.

It wasn't her place to say anything. She wasn't even sure if she should be privy to all that she knew.

Daryl seemed to accept her silence either as reluctance or as a sign that she knew nothing at all. Either way, he didn't push it any farther.

He cleared his throat.

"So—what about you? Out—alone? On a Friday?" Daryl asked.

"Oh," Carol repeated.

If Andrea talked too much for Daryl, Carol was going to be a sure winner. At the moment she was a stammering idiot. She didn't have any excuse for that, either. He shouldn't make her this nervous. He really shouldn't.

But he did.

She gathered herself together, though, hoping to salvage whatever face she had.

"I had a date," she said. "Well—sort of. I had a blind date for the night. But—it fell through."

Daryl hummed, made a face that he hadn't already made so far that night, and then he spoke again.

"He's an idiot—stand somebody like you up," Daryl said.

Carol swallowed.

"He's never seen me," Carol said.

Daryl chuckled and nodded, examining his plate for a second. Then he looked back at her.

"Still," he said, but he never continued that.

"How'd you meet Andrea?" Daryl asked.

"College," Carol said quickly. "College. We were—in the same dorm and then? We were in the same room. You?"

She asked, but she already knew. Still, it was something to get conversation going. It was something to keep it going.

"Friend," Daryl said. "Mutual friend. He thought—we'd be perfect together."

Carol hummed and nodded. She could see, though, that he clearly didn't seem to agree with this sentiment. She didn't press it, though, and soon she realized that she didn't have to.

Daryl sat up a little, looked toward the bathroom, and then shifted uncomfortably in his sheet.

"She—uh—there a chance she's going out the window in there?" He asked.

"What?" Carol asked.

"Been gone a while," Daryl said. "And—if you ain't noticed? Things aren't going so swell right now. Last time neither. You think—she mighta gone out the window? Just ain't coming back?"

Carol opened her mouth to speak, but she realized that she didn't actually have an answer for that. She quickly shook her head and wiggled her way out of the booth.

"I'll go—check on her," Carol said. "I'm sure she just—there's usually a line here. She's probably in line."

Carol escaped the booth, darted for the bathroom, and found Andrea inside.

"You took long enough," Andrea said.

"You told me not to come," Carol said.

Andrea laughed quietly.

"You used to know that was code for don't come right away," Andrea said. "What's going on out there? Did he say anything?"

Carol shook her head.

"He thinks you might have gone out the window," Carol offered.

Andrea laughed at that.

"I wish I could," she admitted. "But my best friend isn't even home to call me with some kind of—emergency."

Carol was struck. She didn't realize it was that bad. But when the chemistry wasn't there? It just wasn't there. There was no need to fight it.

And, maybe, Carol had her own selfish reasons for not wanting Andrea to fight it.

She raised her eyebrows.

"Maybe not," she said, but I've got an idea.

Andrea smiled.

"I'm open for just about any suggestion," she said.

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Daryl sat there in the booth and nibbled at fastly cooling French fries.

Andrea was nice. She really was, but she wasn't Daryl's type. He really didn't know, until he met her, that he had a type—he'd never really been one for dating before and that's why he'd been set up—but now he knew. At least, if he knew nothing else, he knew that Andrea wasn't his type.

She was a little too—bold. She talked a little too loud. She laughed a little too loud. She moved a little too fast—and Daryl didn't want to admit that he was probably one of the only men alive who didn't find that a positive quality in a woman. He didn't want to kiss her after the first date. He didn't even want to kiss her after the second date.

He had started to realize he might never want to kiss her.

She wasn't his speed. She was more like a sports car and Daryl? In the dating world, he was more like a rusty hunk of metal with a carbureted engine. It didn't mean either of them were bad—it just meant that they weren't made for the same race.

So it hadn't really hurt his feelings too bad when, just before she'd reached the table from her return trip to the bathroom, loudly muttering something about a long line and how Carol was on her way, she'd gotten a phone call.

It was an emergency. She had to go immediately. She couldn't wait even a moment. She couldn't even wait to tell Carol—couldn't wait to take Carol home. And—as long as she was going—she hated to say it, but maybe he really didn't need to call her. He was sweet and all, but it just wasn't right.

For the show of it, Daryl pretended to be a little bothered, but he really wasn't. He'd shook her hand, wished her luck on the tragedy that she'd already seemed to start forgetting, and then he'd offered to hang around—let Carol know what had happened.

He'd pretended he was too dumb to know that Carol was calling from the bathroom. Maybe they thought it was their trick. Maybe they thought it was a secret. They didn't know that, probably in ten minutes or less, he'd be getting a phone call of his own from his brother.

And then Andrea had left. He'd enjoyed watching her go—because even if she wasn't right for him, she had an ass that would stop traffic—but he hadn't been sad to see her leave.

And he was much happier to see Carol coming back toward the table, shy and questioning smile on her face, trying to pretend that she didn't know that her friend had checked out early and left them alone.

She slid in the booth across from him, furrowed her brows, and opened up the door for him to "talk about it" if he wanted to. So he decided, right away, that he'd give it just enough words that he didn't seem callous—making sure to highlight that they just weren't right together but he harbored no ill feelings toward her friend—and then he'd try to find out a little bit more about the beautiful woman that was sitting across from him and how she came to be spending a Friday night as a third wheel.

When his phone rang, he answered it quickly, holding a finger up to Carol to beg her pardon for the interruption, and he smiled at her even as he listened to his brother asking him how the hell it was going and whether or not he wanted an out.

"I'm so glad to hear it," Daryl declared, reminding himself to tone down his enthusiasm just a touch. "I'll call ya back tomorrow, though, OK? I'm—kinda busy right now. And—I really don't wanna keep her waiting."

Carol smiled at him from across the table, looking pleased as he hung up the phone.

"You wanna get outta here?" Daryl asked as soon as he'd hung up.

She raised her eyebrows and seemed to consider it.

"What'd you have in mind?" She asked, sounding a little unsure. Maybe she didn't know what he was proposing. What she wanted to do, though, would tell Daryl a lot about her.

He shrugged and cleared his throat.

"I don't know," he said. "Get some—dessert?"

Carol raised her eyebrows, enthusiasm washing over her features for just a moment.

"There's a little ice cream place about a mile and a half from here," Carol declared. "They make their own flavors—if you like ice cream. I mean...I don't know what you wanted to do..."

She was starting to back track. She was cute when she started to panic—almost as cute as when she'd blushed and turned away from him when he'd caught her making eyes at him across the table.

He nodded at her, stopping her from growing more worried over what she'd suggested.

"Sounds good," he said. "Sounds—just about my speed. Walk there?"

Carol smiled and nodded so Daryl took the chance to slide out of the booth and collect his card from the little card holder they'd returned to him when he'd paid for the meal just after Andrea had fled the scene of the crime. He tucked it quickly into his wallet while Carol was wiggling her way out of her side of the booth.

He swallowed, took a chance and stepped out of his comfort zone just a bit—it felt right. He held a hand out to her. She looked at it, locked eyes with him—she had beautiful eyes, it was the first thing he'd noticed about her—and then she smiled. She wrapped her cool little fingers around his hand and he couldn't help but smile too.

He started out of the restaurant, tugging gently at her hand, and she followed behind him quietly until they reached the door and she directed him to where the ice cream place was and smiled at him again before she fell back into the already comfortable silence and walked beside him.

Andrea might not be his speed—and he might be moving far too fast for himself at the moment—but he had a good feeling that Carol might be just right.

But he wouldn't let her know, not just yet.