Hi all, I'm SO sorry it's taken so long to get this post to you all. I had some issues writing this because I SUCK at writing smut, but with the help of the wonderful SOA loving mom AKA Kaye we managed to get this post done. So a BIG thank you to her!

xKim

"What's wrong?" Daryl asked, he and Carol were lying in his bunk, facing each other but barely speaking. She looked distant...

"Nothing, why?" She asked softly.

"Well, by now you've usually tried to jump my bones several times over." He half-smiled, boldly placing his hand in hers. "Is it 'cause I'm goin' on this hunt?"

Carol nodded slowly, "How perceptive of you." She muttered.

Daryl sighed and shrugged, "I have to go." He added in attempt to comfort her.

"Not on your own you don't. That's your decision."

"It's a wise decision." He replied quickly, he brought her hand up to his mouth and placed the smallest of kisses on her knuckles, "Can we not argue? I don't wanna waste our time bickerin', that's not us."

"You're right." She sighed, trying her hardest to force a smile, "I'm sorry."

"Don't be, I'd be the same, if not worse, if it was you." He confessed with a sad smile, "But I promise I'll be back before you can miss me."

"That's not possible."

He placed his forehead against hers and breathed a shaky sigh, "Love you." He mumbled quietly.

It wasn't the first time he had implied it or shown it but it was the first time that he had actually said it. Carol knew it must have been hard for him to say it and knew, without a shadow of a doubt, that he meant it.

"And I love you." She breathed placing her free hand on his cheek, "You'll be careful, won't you?"

"Course I will, I've got somethin' to come back to this time." He pressed his lips against hers once and shrugged, "Ain't never had that before..." He confessed. "Not even with Merle." He added sadly, he shook his head in an attempt to dispel the thoughts he was having, "It's nice." He half-smiled.

The corners of her mouth twitched upwards and she cuddled closer to him, placing her head on his chest and her hands on his back, "Whatever you find better be worth nights without this." She mumbled as he held her as close as humanly possible.

"Mhm." He grunted, "I should really get some sleep considerin' I won't get any when I'm out there...but I don't think I'd want to even if I could."

"What do you propose we do then?" Carol flirted picking her head up and lifting an eyebrow, she smiled slightly as she caught sight of Daryl's lopsided smile.

He shrugged as a light blush coloured his cheeks, "We could fool around for a while, you know, if you like..."

"The question isn't if I like," She scoffed rolling her eyes, "That's a given. The question is how comfortable are you foolin' around in a prison filled with people?" She asked as he moved his position from next to her to on top of her, he propped himself up on one hand and used the other to pin one of her hands to the mattress beneath her. "Well, this is different."

"Different bad or different good?" He checked.

"What do you think?" Her breathing became laboured as he leant down to place a solitary kiss on her neck, "Good. Definitely good."

He chuckled and lifted himself off her.

"No, no, no. Come back." She protested, grabbing a fistful of his shirt and pulling him back down, "You can't tease me like that and then leave me alone. That's cruel!"

He took his hand and placed it on the bare skin of her waist where her shirt had riled up ever so slightly, "I'm not very good at this..."

"You're better than you think." She assured him with a smile, she gingerly undid the top two buttons of his shirt, pausing when he seemed to tense up, "It's okay, it's just me."

He nodded once and leant down to place a kiss on her collarbone, all the while moving his hand further up underneath her shirt, "I err, have no idea what I'm doin'." He confessed, glad they were in darkness so she couldn't see him blushing.

"Just relax, stop worrying." She breathed as her fingers snaked up his torso and began fiddling with more buttons.

He watched as she bit down on her bottom lip while trying to undo the last two buttons on his shirt, he groaned and lifted himself off her. She looked confused to say the least but didn't push it, just watched as he effortlessly removed his shirt and he hugged his middle self-consciously.

Carol took him by the hand and pulled him back down on top of her, with his right hand he propped himself up above her and with his left he covered her hand on his pec, "We'll go slow." She promised and he slowly lowered his hand and placed it on her waist again.

"If we go any slower we'd be goin' backwards." He mumbled running his index finger underneath her shirt, he stalled for a few seconds like he was trying to figure something out before dropping a kiss on her collarbone, "You're not the only one gettin' frustrated."

Carol closed her eyes as he ran his tongue across her neck, stopping only to kiss her again, "You ah, you hide it well."

"I'm a master of discretion." He mumbled nipping lightly at her neck.

Carol moaned quietly as his hand found her breast, she was so hypersensitive to his touch it was almost embarrassing, she arched her back slightly and wrapped her arms around his neck pulling him as close as she could get him, crushing her lips against his.

Daryl kneaded her breast all the while he kissed her, stopping only for a few seconds as she lifted her shirt over her head and dropped it on the floor beside the bed. Now they were both topless, with the exception of Carol's dowdy grey coloured bra, Daryl moved his kisses from her mouth to the swoop of her neck and placed a gentle kiss on the tops of her breasts.

Carol watched him carefully while biting her lip, his face completely serious as he scrutinised her expression. "I want you." She purred running her hands over his bare torso.

"I'm yours," He told her, "In every sense of the word."

She smiled slightly before leaning up on her elbows and brushing her lips against his.

"I might be bad." He mumbled, letting his hand drop down to her waist and avoided eye contact by staring down at her chest, "What if this completely puts you off me?"

"That won't happen." Carol rolled her eyes, she let her hands drop down to her sides and watched a pained expression flit across Daryl's face, "Daryl, you won't get rid of me that easy." She quipped, she placed one hand on his chest and the other on the side of his face, "Sex doesn't define us," She told him confidently, "I'd live the rest of my life happily with you without sex. So if you don't wanna do this..."

"I do." Daryl interjected quickly, he dropped back down beside her and she turned to face him, "Don't think for a second I don't want you in that way, it's just...it's not easy for me. This closeness..." He left the sentence handing in the air as he waved his hand about, "But I really want this."

Carol smiled slightly and propped her head up on her hand, she shook her head finding it inconceivable that someone like Daryl could ever want someone like her. But she was glad he did. She ran her fingers down his stomach and came to rest at the waistband of his jeans, "You can put a stop to this at any time." She reminded him.

He nodded once and placed a cautious hand on her bare waist, "Okay." He mumbled pressing his lips against hers. He kissed her softly, savouring her taste as his tongue danced with hers.

Carol mumbled something against his lips, he didn't hear her and part of him didn't care what she had to say, he was too caught in the moment to worry about it.

He lay above her again, kissing her neck softly while his right hand hovered above her breast. Grazing her flesh every so often.

Carol moaned quietly, eyes closed and chewing on her bottom lip.

Daryl groaned as he captured one of her breasts in his hand, squeezing it slightly and running his thumb over the fabric of her bra, "This needs to go." He told her, voice low and husky.

She was more than happy to oblige, she arched her back and effortlessly undid the catch, rolled the straps down her arms and dropped the bra on the floor too.

"Beautiful." Daryl mumbled burying his face in her chest, placing delicate kiss after delicate kiss on the tops of her breasts and running his hands down her sides, coming to rest on her hips. "So beautiful." He repeated this time louder.

Carol couldn't resist the urge to grin, no one had ever really used the word 'beautiful' to describe her before...no one she'd allowed herself to get this close to anyway. She moaned quietly as his mouth found one of her nipples, sucking and nipping at the sensitive skin.

Daryl seemed unfazed by her writhing underneath him and continued teasing her, he was faintly aware of two hands moving down his stomach towards his bulge but wasn't all that interested, right then it was solely about her. And so when she began to fumble with the button on his jeans, he silently refused to help her.

Carol eventually gave up trying to undo the button and let one hand fall back to her side; with the other she boldly placed her hand over the mound in his jeans.

He groaned, breaking lip contact momentarily to stare down at her with wide cobalt blue eyes. He took his hand from her breast and swiftly undid his fly, he sighed inwardly and then took her hand and guided it back down to his crotch.

Carol bit down on her bottom lip as she wrapped her fingers around his length and Daryl placed his forehead against hers, she breathed in a shaky sigh as he tugged uselessly at her jeans. After a few seconds of fighting with her zipper, it came undone and he almost smiled at the small victory.

Daryl placed his hand on her forearm and she ceased movement, he sat back giving her room to manoeuvre as she quickly shuffled out of her jeans and underwear, leaving her completely exposed. He made a low guttural sound and positioned himself between her thighs, he was quivering and he didn't quite know whether it was from nerves or excitement...either way it still made the whole thing twice as intimidating.

But Carol's calming touch soothed him slightly and before he could really think about what was happening, Carol had shifted their position and was straddling him. She placed her hands on his bare chest and stared down into his wide eyes, "Are you sure okay with this?"

"Yeah." He breathed placing his hands on her upper thighs.

She smiled slightly and bowed her head to place a gentle kiss on his lips.

Carol knew if this was going to be any good, she had to distract him. So she kissed him, her tongue flicking out against his lips. His mouth opened warm and ready and the two of them moaned as she gently moved her way down his body. Leaving his mouth she kissed his jaw line, her hands on his sculpted biceps, she moved down his neck, placing light feather kisses.

When she got to his Adam's apple she gently sucked it, his hands going bravely to her ass, he kneaded the soft flesh, hoping it had been the right thing to do, but not able to fight his urges. She looked up at him and smiled as she kissed down his chest, when she got to his nipple, she swirled her tongue around it, Daryl closed his eyes, trying to focus and keep himself from cumming right there. No one had ever touched him like this; he had never let anyone touch him really, not until her.

As Carol moved to his other nipple, she used her hand to grip his hard member, moving up and down the silken shaft. She sat up looking at his face, his eyes were closed and his hands were still on her ass, as she sunk down onto him.

Daryl's eyes snapped open and he held his breath as the most overwhelming sensation of his life coursed through his body. She was so tight, he was afraid he might break her in half. He could feel his cock stretching her, making her his in every sense of the word. Carol had never been with anyone but Ed and it had been a long time. But Daryl Dixon was by far the largest man she's ever seen let alone felt inside her. She almost felt like a virgin as he stretched and changed her, molding her into his. She smiled down at him, leaning over she placed a kiss on his lips, muttering against them, "Breathe Daryl."

His eyes came open and his hips bucked up into her and she moaned. She pulled back, bracing her hands on his hard chest; she began to move, rocking back and forth giving him the friction he sought. Daryl's one hand went to her hip, while the other went to her breast, pinching and rolling her nipple in-between his fingers. Carol moaned, arching her back she began to move up and down on him. Daryl let out a series of pants and grunts; she fit him like a damn glove. She felt like warm, wet, velvet wrapped around him. And she was HIS.

His mind, his hands, his mouth, his sense of smell were all wrapped around her, as she moved above him, a beautiful goddess. His woman, his Carol. He growled as she increased her speed, he moved so both of his hands were on her hips and sat up, he wanted her mouth. His hands moving her hips up and down, while his tongue assaulted hers, kissing her with everything he had. They were both panting into each other's mouths. He could feel her starting to twitch around him and that made his dick grow harder. He knew he wouldn't hold on much longer, from the moment she slid down him, he had been gritting his teeth against cumming. Carol pushed him back, she moved like an animal, their bodies dripping with sweat as she looked down at him, her face twisting up in pleasure, "Daryl, I'm gonna…..I can't….."

He gripped her hips so hard he knew she would have bruises but he couldn't stop himself. He bucked up into her, as she clamped down around him, falling over the edge; she threw her head back and screamed out his name.

He felt his balls tighten and he roared into the dark cell as he pounded up inside her, his cock spilling his seed into her. He felt drained and a sense of peace that he had never felt in his life as he eased back on the bunk, pulling Carol with him to collapse on his chest.