AN: A while back, a gifset of the interlude on the bus appeared on Tumblr and it sparked a round of interesting thoughts. This isn't one of them, just your normal, cheesy scene continuation. Hope you enjoy.

I'll Go Down First

She'd been trying to dissolve the awkward tension Daryl was attempting to rebuild between them the instant he realised he'd laid his hands on her. It might have been a mistake.

"You know, I ain't never done that before."

She nearly tripped over in the dark, fumbling a little away from Daryl's arms after he helped lift her down, and slammed her back against the wall of the bus.

"Wh—what?" Her face burned, the unexpected confession from Daryl forcing her heart into a rapid pitter-patter that left her feeling somewhat light-headed.

"Goin' down," he croaked out and her blood-pressure did a spectacular sky-rocket toward new heights. "Not first…or last. Never." He paused and Carol felt her breath lock in her throat when the smallest hint of amusement blossomed within the smirk on his lips. "Maybe I'd like to try that shit out. Can't be knockin' back an offer of new skills no more, 'specially not in this world."

Pure and heady, yet totally unexpected lust suddenly ripped through her body and Carol's knees went weak, leaving her sagging and panting against the bus. The juncture between her thighs felt like it was on fire, throbbing now from a long dormant pit of desire that flooded her body as erotic images took instantly to life in her head.

"What's it feel like?"

Carol snorted and choked at the same time, slapping both hands over her flaming cheeks to try and stem the tide. She'd seen Daryl's tongue, she'd seen Daryl's luscious mouth suck greedily on his fingers, using just the right amount of suction, and suddenly it wasn't hard to imagine him lavishing her clit and pussy with that kind of attention. She was aching just from the torment of such a promise. She had to get on top of this. "Oh God."

No, she couldn't get on top of anything. Ahead of him, that's what she needed to do. Haul in this weird motivation he had to take the last months of her harmless yet suggestive teasing and completely lambast her with it.

"Oh!" she exclaimed in desperate, feigned interest, cocking her head around to try and peer back to the rest of the group spread out closer to the prison fence. "You hear that?" she asked, feeling frantic to escape before she forgot why this was a bad idea—not that she was overly clear on that to begin with. "Sounds like Beth's singing. We should get back." She took just one step and, quick as a whip, his hand shot out and settled low on her hip, freezing her feet in place and stalling her breath in her throat.

"Won't kill neither one of us to miss Beth's songs for a night. I wanna learn an' I think you'd be perfect to practise on." The deep growl of his intention resonated right through her, harking every nerve to delicious life, burning along her pulse points like destination points on a map.

She could see his eyes twinkling in the moonlight, but even if his purpose was to get a little something back on her, even if he was just teasing her, his hand was sliding back and forth on her hip, stirring up her blood, her latent desire to be touched beneath her clothes inflaming her to the point where an eventual release would be the only thing to put the burgeoning fire out. She sucked in a shocked, sharp breath when his fingertips slid past the low waist of her jeans and brushed against the top of her panties and bare skin. He pushed his thumb against the button of her pants and then as it suddenly popped open and the zipper unsnagged several of its teeth, red hot lust exploded within her and put nerve endings on alert and every single coherent thought was pushed brutally from her head.

Daryl stepped closer, his body heat acting like some kind of drug that put her rational brain to sleep and as she scrambled to make sense of what was happening, his other hand drew down her zipper the rest of the way and started tugging her jeans over her ass. He bent his head down lower, falling into the crook of her neck, his mouth just in front of her ear so that his raspy breaths produced enough warmth to enflame her further. His lips brushed against her earlobe, so close, and then that criminally low rumble that suggested raw, hot sex, growled in her ear. "Lemme taste you."

Searing, bone-melting potential popped a blood vessel in her head and all she could see was red.

"H…Here?" The squeak in her voice was embarrassing, but without saying a word, Daryl confirmed he absolutely meant here as her pants puddled around her boots and the cool air teased goose bumps to the surface of her exposed skin.

"Unless you can think of someplace better?"

Her brain shut down. "Nope." She hissed a long, drawn out sigh of ecstasy when his fingers teased the hem of her panties around the curve of her ass, running beneath the fabric before bunching the whole side of fabric in his fist and dragging them down. His tongue snaked out and licked up the length of her throat as his other hand evened up the sides of her panties, holding them at her hips and teasing her to frustration as the thin strip of fabric scraped against her crotch, her little nub of sensitive nerves protruding and desperately seeking stimulation against the drag of her panties. He didn't torment her long and before she knew it, the cool air teased at the damp curls between her legs as her panties finally reached her ankles.

"Kick off your boot," he growled in her ear and she immediately moved to obey. As she lifted the first foot out of the mess that was her lower garments, one rough, thick finger unexpectedly ran the length of her slit. His lips captured the startled cry that would have alerted the others they were up to something.

It wasn't their first kiss, but just like that one this had taken her unawares. It had barrelled into an already stoked fire and forced the flames to climb higher, challenging ordinary, safe levels. He mumbled against her lips, making pleas—to open up to him, to let him in, to give herself over to his promise he'd look after her, like he always did. Carol whimpered against the words designed to shred her heart with love and finally the gentle, coaxing pleas stopped and he just kissed her for all he was worth. His fingertip reached her clit, softly tapping it and commencing a slow, circular massage. Carol's response was to completely lose herself in his mouth, letting him stroke her toward insanity as his tongue flicked at her lips before diving in, practising his moves for the next stage as his finger kept steady against her clit, slowly circling the delicate spot and sometimes diverting for her cleft to wet his fingers with her essence. After a few long, feverish minutes he hauled himself back, his breath coming to him in heaving bursts and even now she could see he watched her with a gaze wild with passion.

"You ready?"

Her eyes shot wide open at the implication that there was more. She could barely force out a whisper, her mouth suddenly drier than a Georgia summer's day, her whole body shuddering and alight with crazy hope. "Ready for what?"

He didn't answer, just dropped to his knees and before she could move, he'd draped her leg over his shoulder and dived in to sample her. She fell back hard against the bus as his wicked tongue stroked a straight line up her slit, the tip tickling her clit before he flattened it against her and sucked the sensitive bud into his mouth, scraping it gently with his teeth.

A quiet 'mmmm' escaped through her lips, but despite the exquisite torture, she'd excelled in the art of keeping quiet. He teased her with the flat of his tongue as it relentlessly lashed at her opening, her silky walls being lavished with the sweetest torture of his mouth, lips sucking lips, tongue stoking unbearable fires until her legs were shaking so hard Carol was afraid she was going to fall to the ground. Warmth began to spread through her body and she was lost to sensation. Vanity fled in the face of letting go to just feeling, and so her own hand sought her breasts, teasing up her shirt to pinch her nipples in the specific way she liked at the same time Daryl plunged two fingers into her core, scissoring them against the spongy walls. There was no way she could stay quiet, or still. The bra was so worn by now it was easy to drag the cups down, making her breasts perkier and pushing her nipples out over the fabric in an enticing bulge of erotic flesh. Carol rubbed her nipples, tugged them then soothed with the brush of her palm across the turgid buds.

When she dared to peak down at him with a desire-soaked gaze, cupping and teasing her own breasts, he was staring right at her as his tongue lathed her attentively and his lips continued stretching her outer folds away before diving in to suck on the exposed hood of her sex. His mouth held power she'd never truly contemplated before, defeating her in one solitary act after she'd teased him all winter with her words. As a cool sweat prickled across her skin and her legs shook, she conceded that he may have finally won their back and forth. She'd thought she wasn't ready for this kind of intimacy, though his hot looks and the sexy curve of his mouth was a temptation she'd found difficult to resist.

He upped the pace until she was so wild that she couldn't catch her breath, but as soon as Carol opened her mouth to suck in some air, he licked around her opening one final time before sucking her clit deep into his mouth, tonguing the tight little nub so enthusiastically that Carol just unravelled. The back of her head slammed into the bus behind her and one hand found itself tangled in his hair, hanging on for dear life as he ravaged her pussy in a way she thought never happened outside of specific types of movies. Piece by piece she imploded, flesh scalding hot, whimpers and moans high pitched as all the sensation drew in tight in her gut and then something finally was pulled so far that it snapped and she was flying, catapulting toward the stars, Daryl's name an aching, tortured exhalation on her tongue.

Legs shaking and tears streaking down her cheeks, Carol felt wobbly and dazed when he pushed back to a stand, his hand, work-worn yet gentle, caressing her naked hip, watching her carefully before an evil grin twisted his lips and he dived for her throat, stirring her up to maximum heat and lust all over again. Her clumsy fingers sought a path beneath his clothes, snagging against buttons and clothing folds until she jerked at the sensation of his searing skin beneath her fingertips. His belly contracted from her touch but Carol persisted, placing her full palm on his flesh and slowly working it up under his poncho and shirt until she hooked both hands onto his shoulder, fingers tracing the dips around bones and the bulges of his muscles.

Warm lips dragged along the length of her neck, a needy tongue darting out to flick against her unsteady pulse point, teeth scraping against flesh, leaving an eruption of goose bumps behind. She was dying by degrees, losing her mind to every sensation he evoked.

"Want more?" The question reverberated through her head and then vibrated across her entire body, and as she pushed into him, eager hands abandoning their exploration of his shoulders and arms to tug at the snap of his jeans, the resounding answer might have been a non-verbal 'hell yes.'

She chased his lips for another kiss, he pulling away each time she got close so she kissed his chin, the corner of his mouth, his cheek until he swooped in and claimed her lips like they were the grand prize in a world class hunt for buried treasure. Carol lost the ability to process normal functions the second his tongue encountered her own, hesitantly tasting her and then growing bolder, duelling together until Carol was breathless. She was lost in a haze of motion and jumped, catching her thighs around his hips, plunging his length deep inside her without any warning. There was no holding back the little cry of ecstasy, her muscles clamping spasmodically around him and rippling along his length. He was thick, stretching her senses as well as her walls and Carol could already feel the closeness of another release as he took up a steady rhythm, breathing heavily into her neck.

The fluttering started in her belly, reaching out to tease her everywhere until eveyrwhere was buzzing. His head ducked down to her breast and as his lips closed around her nipple, sucking on it voraciously, heat snapped through her blood, rushing to her face and spreading down her neck to her chest. Then he bit her and an enormous surge of indescribable pleasure shattered and destroyed her mind. Compulsive moans and a gasp that rang in her ears prompted his mouth to return to hers and Carol seized the intimacy, sucking on his lips, his tongue and falling in so deep she didn't think she'd ever resurface. His hips slowed, thrusting slow and long into her, emphasising his length and girth as her body rose and retreated as he dictated.

"Daryl," she whimpered against his mouth, her hands raking through the jungle that was his hair, holding him close as she changed tactics and stole shorter, sharper kisses in time with each withdrawal and return of his cock. She could feel the build again, slower this time, more intense and when she closed her eyes and clung to him, a richer flavour of pleasure swept over her, enticing her out of her own body as she crested that final wave and a gush of sensation pierced through all her previous experience and taught her something new.

He came with her, groaning in a mixture of pain and ecstasy and Carol peppered his face with kisses, missing nowhere as her heart burst for him. This time he slowed to a stop, shuddering with weakness. His knees gave out and Carol's back slid a little against the bus, Daryl leaning heavily on her in an effort to remain upright.

"Fuck. That was so good it hurt."

She giggled, delighted now that it was behind them, relieved they'd reached their destination and she got the confirmation that Daryl was still Daryl, just as much as she remained the Carol she'd always been, only more sated and infinitely more positive.

They both took some time together to strive to a more even breath, their bodies pressed so close together that as each pant brought them closer to normal, it also made her more aware of her position—of how naked she was, poised behind this overturned bus, and that her legs were still wound around his hips with his cock nestled inside her channel. When he finally pulled back, and his semen ran out of her body, she felt every drop of it. The cool sensation was overwhelming and she decided she loved it, because it was a long time since she'd had this kind of intimacy with a man.

"You are such a liar." Her face was bright red and she was having trouble looking at him, but it didn't matter when he straightened up and pressed his face into the curve of her neck. His laugh reverberated through her over-sensitised body and Carol clung onto him desperately, hugging him to her. Her mind relaxed when his rough palms settled on her hips.

"No need for name callin', is there?"

Carol clucked her tongue, smiling contently. "Just calling it how I see it."

He nibbled on her neck and blew against the wet trail his lips left behind. "An' just' how do you see it?"

She huffed impatiently, happy enough to extend the game if that was what he wanted. "The way I see it," she challenged, a hint of amusement evident, "that was definitely not your first time."

She felt his shrug against the whole front of her body, then the sincerity of his words down deep in her gut. "Must just be a quick learner." He pulled back, seeking a hint of whatever she was feeling in the reflection of her eyes. A month ago he might have caught censure, but now she knew she'd moved so far past acceptance to be almost radiating pure need and ownership. She might not have been ready for the longest time, but there was one thing she'd learned over the past months living intimately with these people, living with this man. Daryl Dixon could read people, and situations, and for once she was relieved he was so observant, because while she'd not yet been able to admit to herself that her sexual teasing was no longer motivated by a sexuality slowly thawing after years of neglect and abuse, he'd seen past it all to the point that indicated she wasn't just ready, but she was asking him to expand on it. Now she had to wonder what else she had to ask for if Daryl was smart enough to work out it was time to push the limits and explore new experiences.