Daryl was silent, leaning his head against the window as he listened to the rest of the men in the car talk about what they wanted to do with their women when they got back. It'd been a long, tough day and all he was looking forward to was sleep. He'd been hoping to take a nap in the car since Tyreese had insisted on driving back, but the howls of laughter had kept him awake.

"Man, I hope Karen is in a lovin' mood tonight," Tyreese murmured as they pulled up to the prison gates.

"Yeah, Maggie too," Glenn said hopefully, restless in the passenger seat as he watched her open the fence for them.

The vehicle had barely been shifted into park before they were barreling out, fiercely embracing the women in question and talking loudly as they all headed back inside.

Daryl snorted audibly.

Rick shrugged as he slid across the seat and out Daryl's door since the handle on his side wasn't working. "Ain't no shame in taking comfort in the nurturing touch of a woman," He said in a low voice, glancing sideways at Daryl.

Daryl kicked at a rock in the grass, looking up to see Carol waiting for him in the doorway of the main entrance as always, with a lopsided grin on her face and a slightly shy wave.

Rick waved to Carol. "Especially if you're an honest man that's found himself a good, honest woman," he added, kicking Daryl pointedly in the shin before heading on.

Daryl regarded his friend with his usual polite nod.

"Rough day?" Carol asked, raising an eyebrow at him.

He grunted, trudging inside and heading for their cell block. "Ain't they all?"

She shook her head, treating him with a warm smile. "Could you use some company for awhile?"

He shrugged. "Wouldn't hurt," He said, gesturing with his hand in front of his cell for her to go in first.

"Have a seat," He offered. "I'm goin' ta." He settled on his bunk, wincing as he placed a hand at the back of his neck.

"What's the matter?" Carol asked, brows furrowed. Of course she noticed. Carol noticed everything.

"Nothin,'" He answered. "Just a little sore."

She nodded, slowly sitting next to him. "I could, um… here, let me," she said softly, raising her hands to his shoulders.

"Um, okay," He said, recalling the irritating conversations that took place earlier in the car.

"Trust me," Carol said, as her fingers started to go to work. "Nobody gives massages like I do."

"I do trust ya," Daryl said, although his body tensed instinctively when her hand made contact.

"Just relax," she breathed.

He closed his eyes and tried to think of other, less annoying things. It wasn't that hard to do once he realized that she'd been truthful. "That's nice," he murmured as her fingers moved down his spine. "You're very nurturing."

She smiled softly. "You know, it would probably feel a lot better if you take off your shirt."

His eyes shot open and he straightened up.

"I've seen them," she whispered. "You don't have to do that. I won't judge, you know that."

He nodded once, his wide blue eyes holding her gaze. "I know." He paused for a moment and she could practically see the gears in his head turning as he thought about it. Finally, he grabbed the hem of his shirt and pulled it off over his head, never taking his eyes off of hers.

She slid behind him on the bunk, placed her hands gently on his shoulders. He bristled a little at the skin on skin contact and she bit her lip. "Let me know if it's too much for you and I'll stop," she assured him, her mouth next to his ear.

Once she'd worked out all the kinks in his neck and shoulders, she tentatively moved her hands down his back. "I am the best, right?" She tried in a teasing tone.

To her surprise, he laughed. "Hell yeah. Don't hurt nearly as much as I thought it would," he added.

She swallowed hard as she took in his double meaning. "I'm glad," she whispered.

After awhile, he reached behind him to gently grip her wrists in his hands and she stopped. He grabbed for his shirt and she scooted forward until she had a clear path to the floor and then she stood.

"Wait," he said. "Unless you gotta go start dinner, or something.'"

She shook her head. "No. Beth and Maggie got kitchen duty tonight."

"Good. Just sit with me for awhile, then."

"Alright," She made a move to lower herself next to him, but he tugged her off balance and the next thing she knew she was in his lap.

"Did that asshole ever hold ya like this?" He whispered, tightening his arms around her to keep her in place and burying his face in the crook of her neck.

Her eyes widened. "No," she whispered back, her heart pounding. "Not quite."

She raised a hand to his forehead, sweeping his overgrown bangs out of his eyes. "Did your mother ever hold you like this?"

"I don't know," He said, his eyes keeping hers again. "Don't remember."

Carol frowned slightly. "She must have."

"Yeah," he agreed, absentmindedly. "Been a long time since…." He trailed off.

She slid her hands down his face and cupped his chin, feeling bold. "Since you let anyone get this close?"

He nodded.

"Well, then I guess now's as good a time as any to try something…." She breathed. She leaned closer until their faces were practically touching, and he didn't pull away, so she closed her mouth over his and kissed him. It was a quick kiss, just a soft brush of her lips against his, but her intention was clear.

When she pulled back, his eyes were wide and fearful and he didn't say anything for a moment.

"Not everybody that wants to touch you wants to hurt you," She said quietly.

"Who you tellin,' me or yerself?" He wondered out loud.

"I don't know. Both, I guess," she said with a half smile. "Although I learned a long time ago that not every touch is a bad touch. Some of it's good, really good," she insisted.

He opened his mouth as if to say something but closed it.

"There's like… the surviving kind of touch, and the comforting kind of touch, and the supporting kind of touch," she continued, stroking her fingers down his neck.

"The funny kind of touch," he added with a mischievous grin.

"Hmm? " She asked, with a puzzled expression.

"Like this," he said, reaching down and tickling her waist playfully.

She squealed, leaning back in his lap abruptly and he wrapped an arm around her shoulders so she wouldn't fall. She looked up at him, but he'd lowered his eyes. Her tank top had ridden up during the brief struggle and now his eyes were glued to the sliver of bare skin between the hem of her shirt and the waistband of her jeans.

"Go ahead," she breathed, and his eyes flicked up to meet hers. "I want you to," she added.

In the next second, his hand slid firmly over her skin and she gasped in surprise when she felt his mouth cover hers. She raised her hands to the back of his head to hold him in place so he wouldn't pull away in misunderstanding, but he kept on kissing her as if he needed her breathe to power his lungs.

She kissed him back just as passionately, her fingers tangling in his hair and she was so dizzy that she barely realized that her back was flush against the thin mattress until she heard the springs creak as he adjusted his weight above her.

She'd also missed the fact that he'd been pushing her shirt up as they kissed and now his fingers were gliding softly across her ribs.

"See?" She asked when they'd had to come up for air. "Not bad at all."

"Mmmmhmmm" he agreed, his mouth wet on her neck. "Probably feel a lot better if you take off your shirt."

She grinned. "I suppose that's only fair," she said, raising her arms up to let him pull it off her.

"What the fuck is fair about this?" He muttered as he clumsily fumbled with the clasp on her bra.

She laughed as she reached around her back to help him. Then his hands were back on her body and suddenly she wasn't laughing anymore.

He skimmed his hands over the flat of her stomach, the curve of her ribs and then he was cupping her breasts , thumbs teasing her nipples to hardness before moving his hands over the soft round peaks.

She sighed softly into his mouth as he explored her tender flesh, squeezing each one briefly. He moved his mouth down her neck, sucking on her collar bone and planting wet, sloppy kisses all over her chest. She let out a low moan when he took her breast into his mouth and sucked on her nipples.

"No fair," she said breathlessly, reaching down and placing her palm over the bulge in his jeans. "You're getting me all worked up and I've barely had a chance to touch you."

He groaned loudly as she rubbed him through his pants, unconsciously pushing his erection into her hand. "Shit," he moaned as she slowly undid the zipper on his fly.

"Sssh," she whispered as she tugged his jeans, boxers and all down his hips.

He nearly cried out when she wrapped her hand around him. "Fuck," he hissed as his cock twitched in her grip. "It's been ages since a girl's jerked me off. This might be over real quick."

"That's fine," she said, rubbing her thumb firmly over his already moistened tip. "I just want to feel you." She began to jerk him slowly, twisting her wrist slightly in what she hoped were the right intervals. From his heavy, desperate breathing and the way he was bucking his hips against her hand she thought she was doing alright.

"Shit, that's good," he moaned. "Ain't gonna be too much longer."

She tightened her fist around his dick, increased the pace of her strokes until she felt his entire body stiffen, and then he was squirting all over her hand.

"Definitely a good kind of touch," He murmured against her neck and she grinned.

He made quick work of the button and zipper on her pants, lowered his hand between her legs. He slipped his hand into the waistband of her panties, placed his palm over her mound and cursed when he found how wet she was. "Shit, you're fuckin' soaked," he murmured, his mouth hot against her throat.

She closed her eyes and leaned her head back to give him better access as he kissed down her neck, nibbling and sucking her soft skin all the way down to her chest. "I gotta taste you," he whispered, licking at her nipples and the curve of her breast briefly before moving his mouth down her ribs and across her stomach.

Her eyes shot open. "Wait," she said, bolting upright and tapping her hand under his chin. "Don't… don't do that."

He moved his hand in her panties and she moaned softly. "But you're so fucking wet," he nearly whined. "Come on, I'm much better with my tongue than my hands anyway."

"Daryl, please…. I …. I never….." she sucked in a breath, feeling slightly panicked.

"Ya never been eaten out," He said in understanding. "Fuck, now I haveta do it," he added, only half-joking.

She shook her head. "You're doin just fine with your fingers, now…"

"Come on, girl. Don't ya want your first time ta be with someone who knows what he's doin?'"

"I don't know…" she said quietly. "I just…. what if I can't handle it?"

His mischievous grin was wolf-like. "Shit, Carol. That's what I'm countin' on."

She studied him for a moment, her gaze caught on his full lips.

"Come on, baby. Let me eat you," he breathed. "I'll stop if ya don't like it."

She nodded, leaning back into the mattress.

"Just relax," he added, kissing down her stomach as he pulled her panties down. He gently pushed her thighs apart, ducking his head between her legs.

He placed his hands on her sides, his thumbs slowly stroking her hipbones as he slid his tongue along her slit. She moaned softly and he took that as a good sign, licking into her folds.

She gripped the edge of the bunk with her hands, writhing slightly as she reveled in the feel of his hot mouth and wet tongue as he explored her pussy. He sucked softly at her clit and she cried out, her hips bucking off the bed and he tightened his grip on her to hold her in place.

"Oh, God, oh God," she moaned, nearly screaming as he plunged his tongue inside her.

He licked greedily at her before pushing his tongue in her again and it was all she could do to keep from trying to shove more of herself in his face as he fucked her with his tongue.

"Daryl, please," she begged and he could tell she was close, so he pushed two fingers in her and licked her clit until she was cursing and screaming his name.

She was still panting when he slid his fingers out of her. "Do ya need a minute?" He asked.

She shook her head. "I need you inside me."

He hesitated for a moment.

"Is that too much for you?"

"Naw, it's just I-I don't have a condom."

She raised her hands to his face."You won't get me pregnant."

His eyes were wide as he thought for a moment. "Alright. But you should know, I never been in a woman's pussy without nothin' before. Can't promise I'll be any good."

She reached a hand down to stroke him back to full hardness. "I've never done that either."

He snorted.

"It's true," she insisted. "The condom broke, the last time. And Ed never wanted any kids, so…"

He groaned. "This'd be much easier without you mentionin' that bastard's name."

"Sorry," she said, gripping him more firmly.

"Put it in your mouth a second," he said, a little gruffly.

She sank down to her knees on the mattress, using one hand to guide him into her mouth as she circled her tongue around his tip.

He raised his hands to the top bunk to brace himself and his eyes started to roll back into his head as she went up and down his length. "Fuck," he breathed. "If I didn't wanna fuck you so bad, I'd be beggin you to suck me off."

She released him with a loud pop, "Next time," she promised.

"Lay back," He said, leaning over her. "I wanna be on top the first time, if that's alright."

She nodded, welcoming his warm weight.

He gripped his cock to guide himself into her, tempting her thighs apart with his knee as he advanced.

"Slow," she pleaded, squeezing her eyes shut as he positioned himself at her entrance.

He pushed into her slowly, letting out a breath he didn't know he'd been holding as he stretched her open. He searched her face for any sign that he was hurting her, but she sighed softly.

"Good?" he asked.

She nodded, eyes still closed.

He pushed all the way in, groaned at how tight she was around him. "Fuck, you feel so good."

"You too," she said, opening her eyes to look at him as he thrust into her.

"This ain't gonna last long at all," he warned.

"That's fine," she said, pulling his face down to hers for a kiss. All of a sudden, he was kissing her hungrily as he slid in and out of her and she wrapped her arms tightly around his neck as she kissed him back.

"Ahhh," she cried out as he hiked her legs up on his hips and he moaned loudly at the deeper angle as she pushed back against him.

"Shit," he groaned.

"Right there," she moaned when he unknowingly hit her spot.

His thrusts became more erratic and she cried out in pleasure.

"Carol, f-fuck… I'm gonna come," he moaned, not really knowing if she was even close.

He thrust into her hard and to his surprise, she spun over the edge with an "Oh, Daryl!" as her muscles clamped down around him and then he was spilling into her with a loud grunt.

"Shit," she whispered as she attempted to catch her breath.

"Now that was some damn good touchin,'" he murmured after a long string of incoherent curses.

"Fuck yes," she breathlessly agreed.

"We ever gonna do that again?"

"Oh yeah," she assured him, brushing his hair out of his eyes with her hands.


She smiled lazily at him, continued stroking her fingers over his scalp.

"You like doin' that," he observed.

"Hmmm… what?"

"Playin' with my hair."

"Yeah," she said. "Why, do you want me to stop?"

He shrugged. "Don't gotta."

"Alright," she said.

"I kinda like it too."

She turned into him, smiling against his chest. "Good."

He wrapped both arms snugly around her and she stroked his hair until he fell asleep .