A/N #1: Apologies for my long absence. We had a family member become ill and pass away a few days before Christmas. I haven't been feeling much like writing for a while. But of course the start of the second half of the season brings me back. I have a lot of reading to catch up on as well.

A/N #2: This is the last chapter of this story. It felt like a good place to end though there may be a sequel in the future. But not until I've updated or finished A Life Worth Living. I have enjoyed writing this story and I hope you all enjoy the results. This is my first attempt at smut so please be kind J

Chapter 3

Daryl's eyes widened in surprise. Was this beautiful woman asking him to look down her shirt? Well, hell. He wasn't gonna say no. Suddenly feeling bolder, he stepped into her cell and let the curtain fall shut before setting his crossbow on the top bunk. Carol straightened a little before him, tilting her head to give him a teasing smile. He couldn't quite suppress an answering smirk.

"Hmmm. No," he said, sighing in mock disappointment, "nothin' showin'." He ran a finger slowly up her arm as she straightened. She shivered a little at the contact but kept still otherwise, as though waiting for him to decide what to do next. Daryl knew without a doubt what he wanted to do. He met her eyes as his hand continued to travel to her shoulder where he slipped his fingers under the straps of her tank tops. Daryl brought his other hand up to her neck and let his fingers slide into her hair.

He watched her eyes flutter closed while he trailed his fingertips along the neckline of her shirt, barely brushing against her collarbones and chest. Daryl bent forward to place his lips at the pulse point at the base of her neck. Her heart was beating fast; almost as fast as his. They stood like that for a moment, his lips moving softly against her skin before she worked up the courage to touch him.

Daryl stilled when he felt the slight pressure of her hands at his hips. Worried about his reaction she froze until she felt his fingers tighten in her hair. Bolstered, she fisted her hands in the baggy pants he wore and pulled him closer until there was only a breath between them. Carol let her head fall back and gasped when she felt his tongue licking a path from the base of her throat to her ear.

Her eyes fell shut as his mouth closed over her delicate earlobe, lightly sucking. Carol leaned into him, bringing her body fully against his, and she felt him hard against her belly. Feeling her body moving against him, Daryl couldn't wait anymore. He had to taste her again. He brought his head up and covered her mouth with his own, licking at her lips, demanding access. She opened her mouth for him and couldn't stop a groan of pleasure escaping as he explored her mouth.

Carol moved one hand up to grab onto his vest, holding on tight as she felt her knees grow weak. At the same moment she felt one of his hands slide from her shoulder, skimming over her breast, and then his hand was on her butt, pulling her hips hard against him. Carol broke the kiss, gasping for air and pressed her forehead to his. As they stood there, trying to learn how to breathe again, Daryl kept his hand on her ass and slowly rocked his hips against her.

"Carol," he gasped in a low voice, sounding even more gravelly from desire. She brought her arms up and wrapped them around his neck before bringing her left leg up and hooking it around his hip. Her movement cause the hand on her butt to slip further down and his fingers brushed against her center, making her hips jerk forward. Standing like that brought his dick into alignment with her core and he couldn't help but thrust against her. "Carol," he groaned her name this time.

"You already said that," she teased, rubbing herself against him. He felt so good against her and while she wanted to draw out the experience of their first time together, Carol could feel his movements becoming more erratic and she was close to orgasm herself. They hadn't even taken their clothes off yet but this was already the most erotic experience of her life. She tangled her fingers in his hair and brought his lips back to hers, this time taking control of the kiss.

"Christ, Carol," he groaned, breaking away from her to take a breath. "We gotta stop this," he words belied his actions as he immediately moved his lips back to her neck, kissing and licking his way down to her collarbone. He let his hand move from cradling her head to tug on the straps of the tank tops she wore. The material wasn't cooperating and with a growl he yanked again and the straps slipped off of her shoulder and freed her breast. At the sight of her creamy skin and dark pink nipple he couldn't help but thrust his hips against her again. Daryl almost dropped her in surprise when she cried out softly at the rough contact and his eyes flew to her face. He nearly came right then.

Carol's head was thrown back, her eyes closed, and she was biting her bottom lip. Her entire body was tense and vibrating against him. The fingers cupping her ass tightened and he rocked into her again.

"Daryl," she gasped, opening her eyes to watch him as she came undone. He was so hard against her, rubbing and thrusting his erection in the most delicious way and she couldn't hold back. The intensity of her orgasm made her vision blur and her muscles tense. The fingers in his hair tightened almost painfully. When Carol opened her mouth again to cry out, he thrust his tongue past her lips to silence her. Daryl kissed her deeply as they rode out her orgasm together. When her body finally began to relax, she began running her fingers through his hair, down his neck, and over his shoulders, trying to touch as much of his as she could reach.

"Daryl," she whispered against his lips.

"You already said that," Daryl smiled. She grinned back at him and pushed at his shoulders. He immediately backed away, lowering her to her feet. Before he could take another step, she grabbed the front of his shirt and began to quickly undo the buttons. Within seconds she had his shirt and vest off and was working on his pants. Just as she slipped her hand under the waistband of his boxers he stopped her, breathing heavy.

"Carol. What are you doing?" He tightened his fingers around her wrist as she began to wiggle her fingers against his dick.

"Daryl," she was looking at him like he was dense. "I'm undressing you."

He huffed out a laugh. "Yeah. I figured that part out. What…" he paused, uncertain of what exactly he wanted to ask her. "What are you going to do?"

She looked up at him, a smart remark on the tip of her tongue until she saw the uncertainty in his face. All at once, everything became clear. Daryl's hesitancy. His distance. She had figured with his history that he would have little experience in this area but she suddenly had a suspicion that he had no experience.

Carol stopped moving her fingers but didn't pull away. She decided to leave it up to him. "What do you want me to do, Daryl?" Her question had the opposite effect that she had been hoping for. Daryl looked panicked and started to move away from her, shaking his head. Before he could move very far, she grabbed his waistband and pulled him back. "Don't. Don't go. Please."

Daryl still looked wary but didn't try to move again and Carol took that as an encouraging sign. She had never been the aggressor before and suddenly she was nervous. Swallowing hard, Carol strengthened her resolve. Somehow she knew if she let him run away now, they would never get this chance again.

"Why don't I –" she stopped, surprised at the squeaky, breathlessness of her voice. Laughing a little, she started over. "Why don't I tell you what I want to do…and you can tell me if you're okay with it?" Daryl relaxed slightly and nodded, curious what she would say.

Carol licked her lips and, moving her hands to his chest, she began smoothing her palms over the muscles in his chest and abdomen. She looked at the man before her and met his gaze. The desire still evident there gave her courage.

"Daryl…that…um. What we just did…" she giggled nervously, then bit her tongue. She did not giggle. "That was the best sexual experience of my life. God. My knees are still weak. And I just want…I need, to show you how wonderful you made me feel by doing the same for you." Once she started talking, it all came out in a rush and then she held her breath, waiting for his reaction. At first he didn't do anything. Then his lips started to pull up at the corners and he was grinning at her. Her knees nearly buckled in relief.

"Yeah?" he asked, his eyes twinkling now. Carol rolled her eyes in response. She had probably just created a monster. A sexy, redneck, monster than could make her come without even really touching her. She could live with that.

"Yeah," she confirmed, sliding her hands back down to his pants, she looked at him questioningly. His eyes darkened and dropped to her mouth.

"You still haven't said what you want to do."

Heat flooded her cheeks. He was really going to make her say it! She narrowed her eyes at him. Fine.

"I want to take off your clothes. I want to touch your…" she paused, oh god, should she say penis? Dick? Cock? She swallowed hard. "I want to touch your cock, Daryl." Carol watched with satisfaction as his shocked eyes flew up to meet hers and she smirked at him.

"I want to run my hand up and down…then I want to lick you. I want to taste you. And then I want to have you inside me. That's what I want, Daryl." As she spoke, she watched the blood rush to his face and his hands ball into fists at his sides, as though he was trying not to touch her. Carol stepped closer to him so that she could feel his erection against her belly, and she rubbed herself against him. "Now, what do you want?" she asked, her voice husky with renewed desire.

She watched as Daryl swallowed, his throat working. "Um, yeah," he croaked. "I want that." Jesus, hearing her say what she wanted to do to him nearly had him coming in his pants before she could even touch him. That was the sexiest thing he had ever heard. Daryl's eyes were drawn to her lips as she smiled at him.

Carol leaned forward to kiss his chest, her hands resuming their exploration of his back and abdomen. She kissed and licked her way up his chest until she reached his neck, running her tongue up the side until she reached his ear. He stood stock still as she kissed him and moved her hands over him until she reached for his pants again. As her fingers slipped beneath the band of his boxers he couldn't help but thrust his hips toward her. She felt so good and while he worried that he would embarrass himself by coming before he wanted to, he craved her touch.

She smiled against his neck and pulled back, falling to her knees in front of him. Carol met his heated gaze as she began tugging his pants and boxers down his legs. He toed off his boots and she helped him kick his feet free of his clothes. When she looked up at him again, he realized, self-consciously, that he was now completely naked and she was kneeling before him, fully clothed. All thought vanished the moment she reached up to run her hand along his length.

"Carol." Her name came out in a breath. Daryl felt his balls tighten and had a moment of panic. He wasn't going to keep it together for much longer and he found that he needed to be inside her. Carol chose that moment to release him, sliding her hands behind him, running her fingers up the backs of his thighs. He shuddered at the light touch and then she leaned forward and ran her tongue from the base of his cock to the tip.

Daryl sucked in a breath and his eyes rolled back when she slipped the head of his dick between her lips, sucking lightly. Carol started to slide him deeper into her mouth but he suddenly stepped back, his cock coming out of her mouth with a pop. She nearly lost her balance and started to fall forward but Daryl moved back to her and caught her under the arms. He hauled Carol to her feet and crushed his mouth to hers. Before she knew what was happening he nearly had her naked. He pulled her shirts over her head and brought his mouth back to hers before she could take a breath.

Still kissing her, Daryl walked her backwards until her legs touched her bunk and he pushed her back. With a short laugh she fell backward across the bed. In one fluid movement he pulled her boots and pants off and her laughter cut off abruptly at the look of hungry desire on his face. She scooted back so she was lying fully on the bed and held out a hand to him. Daryl ducked his head under the top bunk and crawled over her.

He kissed her hip while running his fingers up the inside of her leg. Daryl kissed and licked his way up her body until his hips were cradled between her thighs. She reached between their bodies to guide him into her and he propped himself up with his forearms on either side of her head. With a gentle thrust he slid deep inside her and stilled. He was so hard and she felt so damn good but he needed to savor this moment. He looked into her eyes and she reached a hand up to smooth his hair away from his face, tucking it behind his ear.

"That's better," she smiled. Carol let her fingertips trace his features while he watched her, half afraid to move. When he finally couldn't stand it any longer he pulled his hips back and she gasped at the sensation. Daryl had barely moved back before he thrust into her again. She was so wet and tight around him, he was on the edge of losing his control. He leaned down to kiss her, causing her nipples to brush against his chest and she bucked her hips up, bringing him deeper into her.

"Carol…" he began to move in an unsteady rhythm, barely pulling out of her before slamming back into her again. After only a few thrusts, Carol's legs tightened around his hips and she began to spasm around him. The feeling of her orgasm sent him over the edge and he pumped into her, coming hard.

Daryl dropped his head to her shoulder and didn't move for a moment. Carol took her time memorizing the feel of him, still hard inside her. They lay there, chests pressed together. Her legs wrapped around him, holding him in place.

Suddenly he rolled off of her, pulling out suddenly. She thought he was going to jump up and leave, with the way he moved but he wrapped an arm around her waist and drew her with him until he was on his back with her head resting on his chest. Carol lifted herself up a little to look into his face but he wouldn't look back at her. Daryl cleared his throat.

"That went faster than I wanted it to," he said this to the underside of the bed above them and she smiled.

"It seemed pretty perfect to me." He glanced down at her to see if she was joking but she was looking at him steadily. She looked…relaxed. Happy. Definitely content. "Actually," she continued, "that was fairly amazing."

He couldn't help the smile that lit his face. "Yeah?"

Carol grinned back at him, "Oh, yeah."

Daryl jumped when her hand closed around his still hard erection. "Definitely worth a repeat performance."