AN… Sigh, there's just no stopping me, apparently. WIP's in progress and I'm taking time out for this? Oh well, this is probably the smuttiest I will get…maybe….nah, it's not that smutty. Anyway, major thank you's to Odette23 for her hard work in straightening out my sloppy tenses. I never had a problem staying in the right tense before, but one fic as an experiment seems to have totally screwed me up! Hope you all like and feel inspired to leave me some feedback…


"Why, you're quite the lady."

It was as if the words actually hit her, like a lightning strike to the centre of her back. A lady. Really? Axel had dismissed her as a lesbian not so long ago, though surely that didn't mean he'd thought of her as less than female. It was only as he said the words, as the inflection of interest swam across her senses, that Carol took the meaning into herself. She was a woman, with curves and desires. How the hell had she forgotten that?

It was Ed's fault, she supposed. So many years wearing beige because colour made her look whorish, so many years styling her hair like a man in the hope he'd leave her alone sexually, so many years forgetting herself as a person, as an identity had meant she'd buried every part of herself that might invite interest, and with one careless sentence, the desires that came with being female bombarded her and the realisation almost dropped her to her knees.

Axel was flirting with her. She knew flirting, she did, though the meaning behind it seemed entirely foreign to her these days. It had been so long since anyone had made her feel desirable—like she had anything to offer other than a cooked meal or a clean basket of laundry. Like her life had meaning to someone as an entity that was capable of pleasure-giving and receiving rather than stand on the outskirts watching everyone else succumb to their sexuality. It had been so long since she'd even seen anyone as attractive—looked at a man and felt her breath catch in her throat and her fingers itch to touch. So long since she'd felt the longing so deep in her belly that the not having nearly drove her crazy. So long since she's contemplated finding release from a real flesh and blood man rather than by her own hand or battery-operated toy.

The concept of it was so frighteningly unexpected that Carol felt a tiny giggle surge up inside her and burst from her lips like a little surprise. She nodded at Axel, acknowledging his effort, and then nearly skipped away.

It was like everything around her was suddenly brighter. An entirely different colour. Hershel's voice was smoother, more lyrical, and her belly responded with butterflies. Rick's lips looked fuller, his figure sexier and her body tightened in awareness. Glenn was just cuter and it made her gasp. Axel was just…funnier…and it made her laugh. All such good things—good distractions—as it took her mind off Daryl being gone.

As if conjuring his image out of thin air, Carol stood out in the yard, keeping watch, and thought about the man that was her best friend. Was, the operative word these days, because he'd up and left her without a thought.

He was the only one she ever truly touched these days—excepting Judith. The only one she was comfortable touching, and with a mind completely absorbed with curiosity, she wondered if she'd be comfortable still with his touch or if it might lead her into feeling something else entirely. There'd been moments when she'd joked about how he touched her—completely innocent gestures that could have meant so much more if she'd been thinking straight. If she had herself gathered mentally enough to be aware. That night on the bus, when they'd first secured the prison and began to think of it as their new home, he'd soothed away the bruising ache in her shoulder she'd suffered from learning to finally use a rifle—and she'd fobbed it off as a joke. She forgotten—she'd forgotten—what having a man's hands on her body could mean. Not in her head, obviously, as she'd thrown that line at him about screwing around, laughing when he'd cringed and tinged pink in embarrassment. She wasn't sure when she'd guessed he was clueless about women, but it didn't really matter, because apparently she was clueless that she was one. Well, she wasn't so clueless now, thank you so much, Axel. No, now her body was remembering every subtle touch Daryl Dixon had ever risked on her and it burned hot and fast in the new rush of excitement. The new desire to have him touch her again, but with this new awareness cluing her in to the possibilities.

The thought that she'd never see him again had hurt before—now it was pure agony. A wasted chance, a squandered opportunity.


"Hey little lady, no cussin' or I might have to take ya over my knee."

Carol chortled in amusement as Axel grinned ear to ear. "An' then what are you gonna do?"

Axel actually winked and Carol felt the most light-hearted she'd felt in at least the last year.

"Wouldn't you like to know, Missy?"

"Actually, I really don't think so," Carol admitted, laughing out loud.

"Oh come now, don't go shootin' a lonely convict down in flames." He gave her a come hither look, his eyes nearly crossing and Carol laughed even harder, finding herself unable to stop as an image of a naked Axel, wearing nothing but his handlebar moustache and a wrench flashed behind her eyes and she almost collapsed to the ground in hysterics.

"You haveta talk about somethin' else, so I can get myself together. Tell me more about your brother," Carol suggested, gearing up for another one of Axel's silly stories.

It figured that just as she was starting to come out of herself and see the world as whole again, the arrival of something evil would come along and put a bullet right through Axel's brain. It was like some kind of reminder, some kind of omen. The man had awakened her spirit and had been shot dead because of it, but this time, Carol refused to die. She dropped like a stone, cowering behind Axel's motionless body, trying hard not to stare into his wide, sightless eyes and concentrated on staying alive.

Carol felt her breath tight in her chest. She'd missed his arrival at the prison, feeling an urgent desire to wash Axel's blood off her face—out of her eyes. Temporarily, all she could see was red, and taste metal on her tongue. While she'd never hated the man, she'd only just started to trust him and she didn't feel anywhere near close enough to him to wear his blood on her face any longer than was necessary. So, while she cleaned up, Daryl and Merle had started a mini riot in the yard before the older Dixon was lead in and shut away like the criminal he'd definitely been in the past and probably was still. It seemed like hours had passed before everyone had calmed down enough to go to their own cells and destress, and Carol could finally go and welcome Daryl home.

She sidled up to his cell with her blood thundering through her veins, leaving her flesh speckled with a heated blush. Her first view of him proved to her that everything she'd known was now different; every part of her that reminded her who she was—a woman—leapt to life as he looked up at her through his bangs and gave her that self-conscious smile he never shared with anyone else. It was hers alone and she wondered what else he might give her if she asked him just right.

There was a chair in the corner of the room and Carol steadfastly ignored it, being uncharacteristically brazen as she took a seat right on the bed between his legs—one foot braced on the floor and his other leg bent at the knee on the bed—her heart thumping wildly as her arm brushed against his leg. He didn't move it and she almost crowed with her first victory. Her face blossomed with a grin and she just looked at him as her teeth caught her bottom lip, amazed as he looked right back without dropping his gaze, his hands fiddling nervously with an arrow.

"I haven't had a chance to say…" Say what? That she was glad he came back, that he dragged his brother into their little family, or that she'd get to see his gorgeous face and his fantastic arms again so that she'd have something truly inspirational to keep her from sleeping at night?

"Tell me what?" he asked curiously, still sharing that unbreakable gaze that was definitely awakening every womanly impulse Carol had ever had in her life.

He'd completely derailed her, Carol realised and her smile grew until her face almost hurt from it. "You ever have those moments when someone says something and everything that you've known or thought about yourself is suddenly completely wrong?"

Sexy, hot blue eyes narrowed and Carol swooned.

"Woman, what the hell are you on about?"

Her gaze shifted away from him and bravely she lifted a finger to snag in the gaping hole of his pants, caressing his flesh as her finger swirled around the entire tear. His shudder at her touch was exciting and Carol sucked in a lazy breath, letting the anticipation build in her gut.

"This looks bigger than before. You need me to patch it up?" She bit her lip and muffled a chuckle as the urge to lick his knee hit her hard.

"Nah, you do that an' you won't be able to see my knees. Lord knows you need something to distract you." He looked at her shyly, ducking back to stare at the arrow in his hand and Carol, in a moment that was pure insane bravery, deftly plucked it from his grip and carelessly tossed it to the floor. She was sure it would be fine, but she'd never bothered before to really consider how flimsy an arrow might be. Daryl didn't seem to mind as he really committed to studying her every action and reaction, wiggling his knee a little until her finger slipped further beyond the fabric. Carol stopped her mindless exploration, but left her hand on his knee anyway, establishing the first prolonged point of contact between them that hadn't been instigated out of necessity.

"You're plenty distractin' already without thinkin' about your knees," she admitted, feeling her face flush with heat. His leg dropped flat to the cot without warning and her fingers slid further into the hole. Her heart started pounding as she realised he did nothing to extract her touch from his leg.

"Oh, yeah?" Daryl asked, suddenly captivated by the conversation as he shuffled up further on the bed. "Like how?"

Carol tipped her head to the side, looking up and down his entire body before scooting a little closer to him. He didn't even flinch and it emboldened her that he'd not pushed her hand away from his knee, that his eyes were glistening with humour as hers roved hotly over him. She made no attempt to hide her escalating desire, feeling her breath stagger in her throat as she realised she was really doing this—really playing with him, really reacting to him in a sexual manner and he was actually receptive enough to make her even more confident.

"Okay," Carol said, decidedly taking up the challenge. "These eyes?" Her other hand raised up and she let a finger trace across his eyebrow. "Distractin'." Her finger scored a path through the mud and filth that almost completely covered his face and she grinned like a crazy, wanton woman. "All this dirt?"

"Distractin'?" he asked, on a hunch, and she nodded enthusiastically.

"Oh, and these arms?"

"Let me guess," he said, jumping in with his own widening grin and a noticeable decrease in his usual reserve. "Distractin'?

"Oh yeah, completely. You wanna know what's the most distractin' thing, though?" Carol held her breath so long that it nearly caused pain, her heart pounding so hard her chest almost started vibrating with the strength of it.

"Let's see." He stuck up a finger and faithfully recounted his distracting features, and Carol shuddered as the list built up and an erotic explosion almost detonated in her head. She was thoroughly relieved he wasn't in the frame of mind to run because she had a jarring thought that if he tried, she was beyond the point of calm and would likely crash tackle him to the bed. "We got distractin' knees, eyes, dirty face and arms. All pretty flatterin', mind. What's number one on your list of things more distractin' than my knees?"

Carol decided that it was time to lay all her cards on the table and her insides melted even as she contemplated what her punishment or reward might be.

"Maybe I don't wanna say it," she teased, overjoyed when he responded with a gentle tug on her waist to move her body closer.

"Maybe you should show me instead," he suggested, his voice dropping an octave and becoming even huskier than usual and it did things to the already erratic tempo of her pulse that she was unable to describe.

Everything inside that had screamed 'woman' at her since Axel awoke the thought began to jump around inside with frenetic energy. There was nothing left to lose, except her heart, but Carol didn't think it was too big a risk, judging by the hot, sultry look he was aiming at her. By the way his gaze landed on her lips, as he licked his own, the way it darted briefly to her own before skimming down and settling across the top of her breasts, vaguely on view by her shirt.

"The thing about showin' you is, I'm not really in the best position to do that. I'm angled all wrong." Carol smothered a grin, said the words in a way that implied she'd love to let him in on the big secret, but sadly the obstacle was too big for her to, and so she added a deep sigh of disappointment and a suggestive pat to his leg to emphasise just how torn up she was about it.

With one deft move, proving how magnificent those arms really were, Daryl lifted her up and dragged her over his legs until she was straddling him and she found herself closer to him than she'd ever been, their chests almost touching, his hands rubbing absent patterns into her hips. She couldn't describe the sensations running through her, couldn't hold back the gasp of surprise at this new position, and couldn't stop looking at his mouth as she drifted closer to it.

"Does this angle work for you?" he asked and Carol wanted to slap him for being an ass, but his smirk stopped her. It was a huge step for him to walk this path with her. Carol wondered if he'd had a revelation like she had. While out traipsing around the woods with Merle, had it suddenly occurred to him that he was a man, not just a hunter, a fighter, a provider, brother or friend? A man with needs that had been swept aside for far too long. Had seeing her awakened those urges as compulsively as Axel's throw away comment had done to her?

Deciding they'd talked enough and with no further care to how this could all backfire on her, and directed by the devastating urge to place her lips against his, to consume them, Carol pounced. The first touch felt like a gentle pop, but it quickly built up as their mouths went from a tender caress to all out war, the two of them barely surviving the battle. It had been years since she'd kissed anyone like this, since she'd been attracted enough to anyone to want to, and Carol could finally admit that what she felt for Daryl was an attraction so deep, so real in ways that she'd never thought possible again after Ed. It was an attraction that was hungry, starving to be fed and as Daryl relaxed into her kiss, Carol let go and ravaged his mouth, the last barriers finally torn down and it went off like a bomb blast that blew all her preconceptions away.

She felt his palm against the flesh of her lower back, her shirt slowly being hitched higher as his touch wandered further up. She strangled a sob of relief in her throat before it escaped and sagged against him, pouring even more of herself into the kiss. His fingers fiddled with the back clasp of her bra, and without pulling her attention away from his mouth, without pausing in the eager sups of him she took with her lips, she reached back and gave him some much needed help. She moaned into his mouth as his calloused hands swept the fabric aside and took a firm grip on each of her breasts, his thumbs circling maddeningly around her nipples. Every womanly impulse was fully awakened now, throbbing her need like an alarm clock screaming at her to wake up and get to work.

Her brain completely shut down and instinct viciously kicked in when his eager fingers pinched both nipples at once, her body arching sharply against his and locking his unmistakable hardness between her legs. The rest was a flurry of clothes being flung around the room with nakedness being the first relief she sought, the second being the sensation of stretching around him as he pushed against her and thrust inside.

"Oh yeah," she breathed huskily against his lips, "the thought of this was pretty distractin' too."

She raised herself up, her heart nearly bursting from her chest at the sensation of pressure, of tightness that overwhelmed her as she dropped down, taking him in deeper and holding him there longer before the urge to move again took hold of them both.

"Shoulda told me sooner," Daryl rasped almost painfully, his head jerking back and cracking against the prison wall as Carol squeezed around him, experimenting and challenging him as she relearned the steps she'd thought she'd known but had obviously been fooled by all those years she'd been married to Ed. "Bein' this distracted coulda got your ass killed."

"Hmmm, it'll be okay now," Carol agreed. "Get this out of my system and I'll be safe as houses."

Daryl's hands clamped around her hips and held her still, and Carol looked up and saw the confusion and insecurity on his face.

"Is that what this is? Getting something out of your system?"

Panic was too weak a word to describe what Carol felt as wounded eyes seemed to dart away from her and he wilted a little inside of her. She grabbed at his jaw and roughly jerked his face back to hers, waiting impatiently until he looked her in the eye.

"You should know," she said, and then felt guilty about all the things she thought he should know but probably didn't because they were both too stubbornly stupid to ever say what they felt out loud, let alone to each other. "There'd never be enough hours in the day—even if all we did was this—for me to ever get you out of my system. It was a stupid thing to say. I'm sorry."

He studied her, his hair flopping over his face and the dirt still smudged across his cheeks and Carol knew it wasn't just about being a woman, feeling this attraction and acting on it. It was so much more than that, and she and Daryl both knew it.

She knew she was forgiven for saying such a dumb thing the instant he swelled back to life inside her and he started forcefully manipulating her ride on him, urging her hips up and then gripping them hard as he slammed her back down, and she whimpered every time she hit bottom.

"'Pology accepted," he purred around her nipple right before he sucked it into his mouth, tongue flickering and then teeth gently biting. The sensation rocked her resistance and Carol shuddered wildly. Eyes rolling back into her head as she slumped forward, sparks and heat spreading out and overwhelming her while all the while Daryl extracted every bit of energy out of her, bumping and bucking himself up into her until his own release matched hers. "Good Lord," he panted and Carol smiled happily, fingers weaving tightly into his hair as she pulled his head back, surveyed that grimy face and decided she'd never loved any man more.

"So before, when I first came in?" Carol giggled when Daryl blinked at her stupidly, obviously trying to recall the precise moment she meant that wasn't physically that long ago but emotionally seemed like years. "I was going to say that I was glad you came back."

Daryl smirked, then licked her neck right up to her earlobe, sucking that into his mouth.

"Glad you didn't," he said. "Words don't mean nothin'. I much prefer how you showed me."

So she did. Again.