Author's Note: The scene between Lee and Carley from Episode 3 where Carley encourages Lee to confide in the others about his past was the moment for me that I started shipping them and had hoped I could've paired them together, but sadly it just wasn't meant to be for poor Carley. After replaying the game a few times I always wished there had been at least the chance for a kiss to happen between them before Carley died so I wrote this based on how my own gameplay of the episode went.

I hope you enjoy reading this fic and will let me know what you think! ^-^

DISCLAIMER: I don't own The Walking Dead: The Video Game or any of the characters, as that would be Telltale Games', because if I owned the game and the characters then multiple universes would exist where everything I write for it would be canon within it's own universe.

We Could've Had It All

"Talk to Lilly yet?" asked Carley from where she was casually leaning against the railing with her head resting lightly in the palm of her hand.

"Yeah" replied Lee, as he came to a stop not far from her. "She thinks supplies have been walking away."

"Really?" said Carley, as she stood up to face him.

"There's some broken equipment too" replied Lee. "I'm gonna look into it."

"Thanks for doing that" said Carley, smiling a small smile at him. "Look, what I wanted to say was I've been thinking a lot lately, about you."

"I think about you too" said Lee a little huskily.

"Our group is small" said Carley, failing to resist the urge to smile a little at his honest reply back to her.

"You're small" said Lee, meaning for it to come across as a cute compliment.

Carley merely quirked a brow at him before continuing. "You're a convicted killer."

"Carley!" exclaimed Lee, furrowing his brows at her. "Jesus!"

"And I think people should know" said Carley softly, as she walked towards him a little more. "Not because they deserve to and not because you're a bad man, I think the opposite of those two things, but people need to know because we're hanging by a thread here and I can't see Lilly talking without it being the next thing she's going to say. You don't have to tell everyone, but think about who you trust and take the opportunity while you have it."

"You're probably right" sighed Lee.

"Of course I'm probably right" smiled Carley. "People might be pissed and telling them might cause a lot of trouble, but it'll be a far cry from what'll happen if they don't hear it from you."

"Yeah" agreed Lee.

"So you'll do it?" asked Carley inquisitively.

"I'll let people know" nodded Lee. "You're totally right."

"Good. I think it's for the best" smiled Carley, as she closed the distance between them and leaned up on her tiptoes to grace his cheek with a soft kiss, whispering into his ear as she did so. "Don't call me small." She then pulled back from him with a small smirk. "Now, is there anything else you wanna talk about?"

"Do you know anything about this flashlight?" asked Lee, as he pulled out the broken flashlight from the back of his jeans and showed it to her, smiling the whole time due to her kiss he could still feel on his cheek.

"It's broken" remarked Carley.

"I know it's broken" frowned Lee.

"And the batteries might be in backwards" said Carley, smirking a little, knowing Lee would get the meaning behind her attempt at a witty joke.

"It uses just one" said Lee, quirking a brow.

"Everything should" said Carley, glancing away briefly before settling her eyes upon him once more. "What was the question?"

"Did you break the flashlight?" asked Lee.

"No!" exclaimed Carley.

"Okay" said Lee, knowing he could believe Carley. "Do you feel safe here?"

"Show me a bath with a heated floor in a high rise apartment along with a full body massage and then I'll feel safe" said Carley, as she placed her right hand on her hip. "I don't know. This place is fine but we all know that could change at any second."

"Do you, uh, have any thoughts about Lilly?" asked Lee curiously.

"I worry about her but that's about it. She keeps trying to run things but it's just not working" replied Carley, shrugging.

"You really think people are ready to hear about me?" asked Lee.

"It's not about being ready or not. There's never going to be a good time but there's going to be a lot of bad ones. Right now doesn't seem like one of them. But everyone's different so who knows how each person would take it, y'know?" said Carley with a small smile. "Maybe it's worth thinking about who you wanna tell."

"Yeah, you're right" nodded Lee, before indicating towards the flashlight he still held in his hand. "I'm gonna look into this thing."

"Good idea" nodded Carley, flashing him another small smile, as she then turned to lean against the railing once more.

After finally confiding to the others about his past Lee sought out Carley again to talk to her and let her know who he'd told. "I, uh, I talked to Kenny about who I am."

"And?" asked Carley curiously, facing him.

"And he was cool" said Lee, smiling a little. "He just worries about his family."

"That wasn't so hard now was it tough guy?" smiled Carley softly.

"I talked to Katjaa" said Lee.

"How'd she take it?" asked Carley, quirking a brow.

"She was fine I guess" shrugged Lee nonchalantly. "I think she's more upset about Kenny."

"Because of the St. John's? What exactly did he do back there?" asked Carley, furrowing her brows.

"Oh, don't you start now!" sighed Lee, shaking his head. "I talked to Clementine about things."

"How'd she handle it?" asked Carley.

"I don't know" said Lee, frowning a little. "She's tough to read."

"She adores you" smiled Carley. "Don't worry."

"I, uh, I told Ben" said Lee timidly.

"You told Ben?!" exclaimed Carley. "Why'd you pick him?!"

"Low risk" replied Lee honestly, as he folded his arms across his chest indignantly.

"I take it he didn't know what to do with the information?" asked Carley, sighing.

"Not even a little" said Lee, chuckling softly. "He was just happy I told him something."

"So now your big secret is out there" smiled Carley. "How do you feel?"

"A little lighter if I'm honest" said Lee, smiling back at her. "It feels good knowing that they all know now."

"I told you it would" said Carley, smirking. "You should trust me more often."

"I do trust you, Carley" said Lee sincerely. "A lot more than you think."

"I trust you too, Lee" said Carley honestly. "I've trusted you since the day we met."

"Even though you knew I was a convicted killer?" asked Lee, brow quirked slightly.

"I believe in not judging a book by it's cover" grinned Carley. "I wanted to get to know you a little bit better before passing my final judgement on you."

"I'm glad" said Lee, as he slowly stepped closer towards her. "Don't know what I'd do if you didn't trust me."

"You couldn't really do anything other than try to convince me otherwise" said Carley quietly, as she suddenly became aware of their close proximity.

"Think I would've succeeded?" asked Lee huskily.

"Maybe..." answered Carley with a small grin. "...if you'd tried hard enough."

"Hey, Carley, about what you said before..." said Lee, trailing off momentarily to lock his eyes with hers, as he closed the remaining gap between them and rested his hand next to hers on the railing. "...about you thinking about me and all."

"What about it?" asked Carley, failing to resist the urge to slowly slide her fingers across the tips of his own.

"I was just wondering in what way you think about me?" asked Lee a little nervously, wetting his lips as he did so.

"Well, if I'm completely honest with you then in a way that a friend normally doesn't think of her friends in" replied Carley dumbly, knowing she didn't quite phrase that entirely how she wanted to, but Lee now being so close to her was highly distracting, but in the good way, to which she certainly wasn't going to complain about their newfound closeness anytime soon.

"I think about you in a non-friendly way too" smiled Lee, as he inched just a little bit closer to her.

"You do?" asked Carley, looking up at him and seeing him nod at her in response. "Good to know."

"Y'know, ever since we first met I've always wanted to..." said Lee, slowly trailing off, as he leaned down towards her and claimed her lips with his own slowly and allowing her the choice to pull away if she wished but hoping deep down that she wouldn't.

As soon as Lee kissed her the last thing on Carley's mind was pulling away and stopping the kiss. So instead she leaned into him a little bit more and deepened their kiss, soon bringing her arms up to wrap them casually around his neck.

They remained kissing for what felt like forever before they eventually managed to break apart and stare at each other a little sheepishly, neither one of them quite knowing what to say next about what had just happened between them.

"So, uh, I guess that just happened..." said Lee, waving his hand to the side a little awkwardly.

"Yeah, I guess it did..." nodded Carley, blushing a little.

"I better, uh, get back to investigating what happened to the flashlight" said Lee, scratching the back of his head nervously.

"That's probably a good idea" said Carley, nodding in agreement. "Maybe we can, um, talk a little more later?"

"Yeah, I'd like that" smiled Lee. "Y'know, I managed to find an unopened bottle of Whiskey back in town when me and Kenny were looting the town earlier for supplies. How about you stop by my room a little later on and share a drink with me?"

"Sounds like a plan" smiled Carley. "I guess I'll see you later then."

"I hope so" said Lee, as he slowly turned to walk away, a dumb smile now spreading across his face as he all but skipped back down the stairs and failed to notice the smirk from Kenny as he did so who'd witnessed everything between him and Carley play out since he'd been sitting with Katjaa the whole time on the sofa just below the railing.

Meanwhile, all Carley could do was smile like a lovesick teenager over the kiss that had happened between her and Lee, since it had been something she'd wanted to happen between them for a while now if she was completely honest with herself. One thing she now knew for sure was she was definitely looking forward to that drink.

But Lee and Carley never got the chance to share that drink.

Because only a short while later the motel was invaded by the bandits that had terrorised them for weeks, which had in turn caused everyone to flee in the RV that Kenny had been working on and had managed to get going just in time for them all to escape together.

The incident had caused Lilly to fly off the deep end at everyone as she'd blamed mostly Carley and Ben for supplying the bandits with medicine and other much needed supplies of theirs, which in turn had caused them to attack when Lee had discovered the hidden bag stashed away.

Lee had done his utmost best to try and convince Lilly that Carley was innocent over what had happened, but Lilly had been unwilling to listen properly or give her the benefit of the doubt.

And tragically for Carley it had resulted in her being shot point blank in the head by Lilly after they'd gotten into a heated argument, prompting Lilly to become so angry with Carley that she'd pulled out her gun and shot her square in the middle of her head, killing her instantly.

Lee had barely had time to recover from the shock of losing Carley before he'd been forced to leave her dead body behind and get back onto the RV with Clementine, Ben, Kenny, Katjaa and Duck, deciding to leave Lilly behind for what she'd done to Carley and for everyone being unable to forgive her due to it being so unexpected as well as cold blooded murder that wasn't even provoked by anything warranting Carley's tragic death.

As Kenny drove the RV away and Clementine cuddled up to his side Lee was then left alone with only his thoughts to consume him and slowly eat away at his very soul.

And when it came to what he'd been so close to starting with Carley all he could currently think about over and over again was...

...we could've had it all.