"Where are we going?"

"We're almost there."

It feels strange to lead Daryl through the maze that is the prison, and the fact that he nearly steps on her feet as they walk leads Carol to believe that he feels the same. The doubts about what she is about to do grow louder in her mind as they advance toward their destination.

They round a corner, and she steps to the door on their right marked 'Clinic'. Taking hold of the door knob, she looks to Daryl. He nods, knife poised and ready. She opens the door, and Daryl is at her side, one leg stepping in front of her. His desire to protect his family is instinctive now, and she wonders if he even realizes it.

The room is clear, and Daryl enters. Carol follows close behind, shutting and locking the door. He turns to her.

"We raided this room already."

She nods, her back to the door, her fingers fiddling with the knob. "I know."

"Then what are we doing here?"

"Carl and Michonne are on watch; Glenn and Rick are keeping an eye on things."

By things, he knows that she means Merle. "I know where everyone is."

She forces herself to push away from the door. "Then you know we don't have anywhere to be right now."

Confusion clouds his face as she approaches him and takes the knife from his hand. That he releases it to her without hesitation is not lost on her. She sets the knife down on the implement tray behind him. The clang of metal on metal takes his eyes from her for a moment, and then he is looking at her again, questioning.

There is an exam table behind him, and she backs him up slowly until he bumps into it. As she tries to get him to sit, his hand comes up between them.

"What are you-"

She shakes her head, raising a finger to stop him. "I'm not a forward woman. Ed's the only man I ever dated, let alone slept with. Truth is, I'm not entirely sure what I'm doing. But I've learned a lot in the past year, and one of the biggest lessons I've had to face is that there isn't much joy in the world anymore. We survive because we know no other way. I see Glenn and Maggie, and I'm glad that they have found some thing of beauty in this world. Now, you're not Glenn, and I'm certainly not Maggie. But there's something here. I don't know what it is. But I'd be lying if I said I didn't see the potential for something beautiful in you."

He looks as if she is speaking a foreign language. This time, when she tries to get him to sit on the table, he slumps onto it without a word. His legs are parted slightly, but she pushes his knees apart so she can get closer to him. Her hands now on his thighs, her face inches from his, his breathing increases. His chest moves up and down with the effort, and she is reminded of a cornered animal. He can face a herd of walkers with confidence, but her closeness terrifies him.

She searches his eyes, looking for anger, defiance, anything that would give her pause. She finds only disbelief registering there, so she tilts her head and closes the gap between them. His lips are dry, rough, perfect. She lingers, but does not intensify the contact. It is, for all intents and purposes, a chaste kiss. But it still sets her heart racing. His lips pucker in response, but the rest of him is paralyzed. She realizes that he is trembling, his lips quivering against hers. She breaks the kiss, but does not back away from him.

She can't read the look on his face, but his body is rigid, his hands in fists by his side.

"Should I continue?" Her voice is no longer confident.

He shrugs. "I don't know," he mumbles.

"I won't do it again if you don't want me to."

"It's not that." His head bows. "We're good the way we are."

She nods. "And you're afraid this will ruin our friendship."

Again, he shrugs.

She takes a deep breath. "I'm not asking you to hold hands in the yard. Or share a bunk. I just want to be us, with a little more."

He clenches his fists. "I'm not good at this."

She smiles softly. "You can't be worse than Ed."

He snorts, a tiny smile crossing his face. "First time I saw him hit you, I thought, 'Now there's a man I understand.'."

She bites her lip. "And now?"

His eyes meet hers. "I'd rip his arms off."

She knows this, of course, knows that the horrors of this world have stripped away all of his bad tendencies and allowed the good man in him to surface. She reaches out, touches his cheek. His eyes flutter in surrender.

This time, she will not kiss him chastely.

Her lips find his, her tongue probing and seeking entry into his mouth. He whimpers, allowing her access. She slides her hands down his arms, finding his hands and placing them on her hips. He balls them into fists, clenching against her sides.

He is not kissing her back, merely allowing her to do all the work. His restraint has him tightly coiled, ready to spring. She pulls back from him just enough to whisper against his lips.

"Let go…"

She is surprised that this is all it takes. His hands slide down to her ass, grabbing it and lifting her up. He scoots back on the table, and her arms wrap around his neck. With her increased leverage, she swings her legs around his, straddling his waist. This time, it is Daryl who initiates the kiss. It is rough, teeth smashing against lips, nipping and biting. When his tongue enters her mouth, she moans, her hands fisting in his hair. He has no finesse. He is only need and want and passion, and she responds in kind. His hands are everywhere, grabbing at her clothes and seeking exposed skin. He releases her mouth, his lips and teeth blazing a trail to her neck. She tilts her head back, granting him full access. He is greedy, one hand anchoring her neck to his mouth. He bites, just a little too hard, and she gasps.

He mumbles a 'sorry' against her reddened skin, kissing and licking as a penance.

She is overwhelmed by him, the fear of what they could be rearing its ugly head in her mind. She reminds herself that Daryl is, on the outside, hard and rough. As if on cue, she feels him begin to suck at her neck. She is torn between letting his need for her guide them, and allowing herself to voice her own needs. Both prospects are terrifying.

"Daryl," she whispers, her hands bringing his face to hers.

He looks dazed, his eyes glazed, his mouth parted.

"Can we…go slower?" Her voice trembles.

"What do you mean?"

She no longer trusts her voice, so she decides to show him. With shaking hands, she reaches for the hem of her shirt and pulls it over her head, exposing herself to him. He gapes at her, taking in all that she is, and hopefully, a hint of what she used to be.

Reaching for his hand, she brings it to her breast. "Easy," she says, her hand caressing his.

His hand shakes as he begins to explore her, fingers tracing her lines and curves. This. This is what she needs, has always needed. She closes her eyes in relief, allowing a single tear to fall down her cheek.

He notices, and cocks his head questioningly. She nods, smiling at him to continue.

He hesitates, then leans in and kisses her cheek, wiping away her tear. She bites back a sob, her hand coming up to cradle his face.

"Sorry if I was rough," he says.

"No. Don't be. I like rough. I just need…softer."

He frowns. "I don't know how to be softer," he admits.

"Oh yes you do. You're doing just fine."

His lips curl into a smile. "You deserve that."

She tries, and fails, to hold back a sob. She was taught to believe that she didn't deserve to be handled delicately, that she wasn't precious in a man's hands. Now, finally, she knows the truth.

She tucks her head into the curve of his neck, her lips planting tiny kisses against his skin. His arms encircle her, his embrace unsure and unsteady. She waits him out, willing him to relax around her as she continues her gentle ministrations down his neck.

Finally, she feels him settle against her, his hands beginning their exploration of her back. She nuzzles his neck, letting him find his way. His touch is tentative, his hands trembling against her skin.

His lips are at her ear. "You want to do this in here?"

She pulls back from him to take in their surroundings. There are blood splatters on the wall behind them, and a rather large stain in the left corner, but truthfully, this is one of the cleanest rooms they have in the prison outside of their cell block.

She nods against his shoulder. No more waiting.

If she could have it her way, she thinks, he would take the lead. She doesn't know it any other way. But she senses something in him – not exactly inexperience, but close to it – that might make that impossible.

Her fingers find the top button on his sleeveless shirt, freeing it with merely a fumble. She makes quick work of the rest of them, kissing each bit of newly exposed skin.

His hands have not moved from her back, caressing her spine with calloused hands.

"I need to get down," she whispers against his chest.

"You want to stop?" The tone in his voice suggests he was waiting for her to put the brakes on this the entire time.

"No. I need to take my pants off."

"Oh, okay."

She grins at the relief she hears in him, and with his help, slides off his lap. She kicks her boots off and reaches for the button on her pants in one motion. He watches her with wide eyes. Fear pools in her belly under his gaze. Undressing was something that was done in the bathroom, before putting on a long nightgown and slipping under the sheets. Ed never wanted to see her naked after Sophia was born. The baby had wrecked her body, he'd said, and it was a turn off to look at her.

The fear finds its way into her arms and hands, her limbs starting to shake. She forces herself to look at Daryl. Concern is written on his face, but she knows he's not sure what to do about it.

"Ed never wanted to see me naked. It turned him off, he said."

"Ed was an asshole."

In spite of the moment, she can't help but laugh. She covers her mouth to keep the sound down, but she allows herself to feel the mirth bubbling inside her. This time, she frees the button on her pants and pulls the zipper down with no hesitation. When her fingers brush against the bare skin of her navel, she blushes.

"I normally wear underwear..." she starts.

"I'm not wearing any, either," he interrupts.

"So we're both behind in washing our unmentionables."

He nods with a smile, and beckons her close with his hand outstretched. She slides between his legs and wraps her arms around his neck. As he begins to kiss her again, his hands slide down her back to her ass, pushing her pants down. She can't help but laugh, breaking the kiss.

"That was pretty slick," she says.

He shrugs. "I'm trying."

She steps out of her pants and kicks them aside. Her hands fall on the waistband of his jeans, and she looks at him questioningly. He nods for her to continue. The button is hanging on by a thread, and she makes a mental note to fix it later. She slides the zipper down slowly, the sound echoing through the room. Her heart pounds in her chest, and she knows she can't wait another second to feel him. Sliding her hand in his pants, she brushes her knuckles against his hardness. He jerks forward, his forehead knocking into hers.

"Ouch!"

"Sorry."

"No, I'm sorry. Should have warned you I was going in."

He tries to smile, but fails.

"You want to take these off?" She fingers a belt loop on his pants.

He swallows hard, then nods, sliding off the table.

He makes quick work of his boots, then shimmies out of his well worn jeans.

She wants to stare, but is afraid she'll make him uncomfortable. But the small glimpse of him she gets before averting her eyes arouses her in a way that she has never felt before.

"Um...how do you want to..." He bites his lip, looking completely out of his element.

She hesitates, then curses herself for it. One of them needs to take charge, and it's going to have to be her. Ed never allowed them to have sex any other way than with him on top. She isn't exactly sure she can be as confident as she needs to be, but she's willing to try.

"The way we were," she says.

He gets back on the table, and reaches for her. They are careful this time as she gets on his lap. Face to face with him, finally, she relaxes. She savors the feel of his skin flush against hers. Again, his touch is tentative, but she waits him out.

"Do you have a headache?" he whispers against the shell of her ear.

She is lost for a moment, before remembering their foreheads colliding moments before. "No. Do you?" She nibbles at his earlobe.

His 'no' ends on a squeak as her tongue caresses the sensitive skin under his ear. She smiles against his skin.

"Can I touch you?" Her hands slide down his chest.

Off his nod, she trails the thin line of hair under his navel with a finger. She is slow, the anticipation getting to both of them. She tucks her forehead into the crook of his neck so she can look down between them. Her hand grazes him, and he shudders. Her touch is cautious, but she cannot resist gripping him fully. The thickness of him in her hand makes her ache in places she's thought were long dead inside her. Tentatively, she begins to stroke his length.

His breath is hot against her ear; his body trembling against her.

Her thumb swirls around his tip, delighting at the wetness she finds there. He moans, his hand quickly stilling hers.

"Please don't. You have to stop. Too much."

She releases her hold on him, idly wondering just how far they'll be able to go on this day. She is afraid to touch him anywhere, but doesn't want to fall off his lap. He has one strong arm around her, so she leans into it, giving him a moment.

"Fuck," he curses, his hand curling into a fist on his thigh.

She wants to tell him that it's okay, but neither one is much for platitudes. She quickly decides on a different tactic.

"Can you touch me?"

His focus returns to her, his fist relaxing against his leg. He only has one free hand, but she closes her eyes as he reaches for her, his finger tracing her nipple.

"That's nice," she hums into his neck.

She is reminded that Daryl does not seem to need much encouragement. He tilts her back just slightly, to allow himself better access. He sucks and licks at her breasts, his touch fumbling, imperfect. It is easily the best thing she has ever felt.

Her body is throbbing now, aching for him. The sensation is new to her, and she is desperate to explore.

"Lower," she says, surprised at the husky notes in her voice. "Touch me lower."

He grunts, his hand at her belly. "Show me."

Her hand finds his, sliding it down to her center. She rubs his middle finger against her clit in tiny circles. Her hips begin circling in tandem, and she is momentarily surprised at her body's response.

"Fuck," he breathes, watching as his hand gently works her.

She bites back a moan before reminding herself that she is not with Ed. It's Daryl holding her, coaxing pleasure from her. She forces herself to relax. Not only does Daryl want to hear her, he needs to hear her, she thinks.

Without warning, his hand slides lower, one finger teasing her entrance.

"Oh, God, please..."

"You like that?"

Later, she will remember how she loved the way he sounded. Genuinely curious, eager to please.

"Mm hmmm..."

His finger slides into her, and now it is her turn to curse, the word sounding foreign on her tongue.

He manages only a few strokes before she realizes she needs more.

"Inside me. Please."

He looks at her, his expression that of a man who's just won the lottery. She plants a kiss to the side of his mouth as he pulls his hand from her. Using one arm for leverage, he slides further back on the table. The back is raised, so he settles against it, tugging her closer.

She takes the opportunity to look at him, take in the sight before her. His eyes are locked on her face, waiting. His strong arms are outstretched, his hands gripping her legs. His stomach is flat, but not rock hard. She likes that, and longs to explore the expanse of skin peeking out from his unbuttoned shirt.

She's never found the male form arousing in any way. But now, seeing his hardness resting on his belly, waiting for her, she feels a surge of excitement flood through her.

"You're going to hate that I'm going to say this, but you are beautiful," she says, reaching out to tenderly stroke him.

He doesn't reply, but tugs at her again.

She inches forward, straddling his hips. She watches his hand slide between them, positioning him at her entrance. He teases her, stroking the tip along her folds. She hisses, her hands coming up to grip his shoulders. He is tense, and she instantly knows this is already half over. Looking into his eyes, dark with arousal, she waits for his imperceptible nod before gently sinking down on him.

They both moan as she takes her time, her wet heat taking him in slowly. She worries about too much too soon with him. An eternity seems to pass before her hips are flush with his. He grips her waist tightly, stilling her.

"Need a minute."

She leans forward to rest her forehead against his. His teeth are clenched, his breath quick and shallow on her cheek. She closes her eyes, focusing on the pinpricks of sensation pooling deep within her. He feels thick, almost heavy inside her. She can't recall the last time she had sex, but she knows it's never felt like this. Finally, she thinks, this is what all the fuss is about.

Still holding tight to her waist, he begins to grind his hips, the tip of his cock teasing her cervix. She gasps at the new sensation, her nails digging into his shoulders.

"That hurt?" He stills himself, alarmed.

"No, don't stop."

He smiles coyly, resuming his efforts.

It only takes a moment for her hips to respond in kind, countering his movements. His lips seize hers, tongues dueling. The kiss is searing hot, but she needs more. Releasing his mouth, she steadies her hands on his shoulders and raises her hips. She sinks back down on him gently, creating a steady rhythm.

"Oh fuck..."

"Good?" she whispers, knowing the answer but wanting to hear it anyway.

"This isn't going to last long..."

She wants to tell him to think of walkers, his brother, anything that might take the edge off. But the look of ecstasy on his face stops her. She wants to help him let go.

Her body is humming, chasing its own glorious end. She reaches down between them, only to have him push her hand away.

"I'll do that," he says breathily.

She closes her eyes and silently tells him that she loves him, wishing she could say it aloud. All proper thought is lost, however, when his thumb begins to circle her clit. Holding tight to him, she surrenders herself to the feeling building inside her. Her hips speed up, her moans and whimpers escaping freely. She is so very close...

But he is already there, his hips bucking up into hers once, twice before he is grunting in her ear, and she knows it is over.

His body trembles beneath her, and he gasps into her hair. "Oh...shit...fuck..."

She wants to reassure him, but her body is still moving, bucking into him, seeking release.

"I'm sorry..."

She shakes her head, swallowing hard, willing her body to stop moving. "Just give me a minute to calm down," she manages.

"You still close?"

"Hmmm...yeah..."

She gasps when his hand returns to her center, his thumb resuming its ministrations.

"Daryl, I don't think..."

"Shhh. Let me try..."

She is too far gone to protest, surrendering to his touch easily.

Her head rests against his, and he whispers in her ear. "Please..."

That he wants her release as much, if not more, than she does is what pushes her over the edge.

She comes hard and fast, pleasure rushing through her in waves. His hand does not still, and she's not sure if it's genius or inexperience, but he keeps coaxing tiny surges of ecstasy from her before she begs him to stop.

She collapses against him, spent. "Oh my God..."

"Was that okay?"

She nods, her nose rubbing against his chest.

His hands rest on her sides as they both come down, his fingers tracing patterns on her skin. She feels it then, how much she loves this man. The raw emotion seizes her heart. But this isn't the time to say it. That time may never come. Instead, she silently mouths the words against his skin.

"Probably got a search party out for us," he murmurs into her hair.

She smiles against his chest. "I think if they figure out we're both missing, they'll draw a safer conclusion."

"Yeah. This one right here." He sits up, his hands moving to her back to steady her.

She nods, sighing wistfully. "Is it okay that I don't want to go back just yet?"

"Yeah, this room has quite an ambiance." His eyes fall on a bloody hand print smeared on a cabinet door.

She shrugs. "It's private. Aside from the guard tower, I think this is the only place."

He purses his lips. "I have guard duty tonight."

Her heart soars at his unspoken suggestion, then falls as she reminds herself that he takes his duty very seriously. Her emotions must register on her face, because he smiles softly.

"I mean, you usually bring me dinner. You could bring yours too, if you want."

She leans in and kisses his collar bone. "I'd like that."