A/N: This is a smutty little one-shot I wrote to fill the days until the Walking Dead returns. I've never written anything like this before, so I hope I did the characters justice. All feedback is cherished and appreciated.

Disclaimer: I do not own The Walking Dead.

Daryl Dixon hated winter.

Even as a boy he had hated it, resenting the way it forced him to remain indoors, unable to escape when his pa worked himself into one of his rages. Most of Daryl's scars were made in winter. He would be cooped up inside, bored and restless, and something about what he was doing would get under the old man's skin. Other times of the year, he could hightail it into the woods whenever his daddy got in that kind of mood, and hope that by the time he came back, the old bastard would have passed out or left for the bar. But in winter there was nowhere he could go.

Daryl blew on his hands and stared out over the flat expanse of ground that lay beyond the prison fence, trying to rid himself of unpleasant memories. But distractions were hard to come by when it was dark of the moon and he couldn't see shit. Thick clouds blanketed the stars and the wind felt like ice against his skin. Winter had always been hard, but now, it was damn near torture. The prison was close to freezing and there weren't enough blankets in the whole state of Georgia to keep them all warm. The woods were silent and there was nothing to hunt, so even if the cold didn't get them, starvation certainly would. The only benefit of the cold was the effect it seemed to have on the Walkers, slowing them right down until they could barely move. But that wasn't much comfort if they were dead already.

A noise on the stairwell distracted him from his thoughts. Daryl half turned, squinting at the door that led back down to the bottom of the guard tower. He hadn't been keeping track, and there were no stars or moon to use, but he didn't think it was time for a change in the watch yet. Knowing it was Glenn's turn to be on duty, Daryl turned back around, hoping the Asian boy hadn't come up early for some kind of 'man-to-man' chat. He knew the kid had been having some problems recently, since all that fucked up shit had gone down with his brother and Maggie; but damned if he was going to be the one to talk him out of it.

"It's freezing up here."

The feminine voice made him jump. Daryl span around with a scowl, annoyed at having been caught off guard.

"What're ya doin' here?" he demanded, a little roughly.

Carol stood at the top of the stairs, her arms wrapped around herself and a funny expression on her face, as though she too was surprised to find herself at the top of the guard tower.

"The wind is so much stronger up here," she commented instead of answering him, stepping forward and letting the door swing closed behind her. She took a few paces towards him, and he stiffened.

"Where's Glenn?" he asked suspiciously.

She gave him one of those amused little smiles that he liked to think she saved just for him. "He asked me to take his Watch," she said.

Daryl felt his scowl deepen. So the boy didn't want to get out of his nice warm bed? He preferred to send Carol up here to do his work for him? He'd be having a word to him about that in the morning.

"Don't be like that," Carol said, reading him far too easily as usual. She leaned forward, conspiratorially, and he focused on not tensing up. "I think it's his and Maggie's anniversary."

He gave a derisive snort and shook his head. Who the fuck remembered shit like that anymore? "Sounds like a shitty excuse ta stay in bed, if ya ask me," he said.

Carol chuckled, apparently amused by his cynicism. "I don't mind," she said, tucking her arms around herself against another gust of wind. "It's just so cold."

Daryl let his eyes drift over her. "Where's yah coat?" he asked, finally realising what was missing.

"I gave it to Beth. She couldn't sleep."

Daryl rolled his eyes. Seemed like everyone was getting a piece of Carol's generosity tonight. "Go back inside," he said. "I'll take another Watch."

Carol blinked at him. Her blue eyes watched him closely, full of a concern he wasn't sure he had done anything to deserve. "You need to sleep too," she said at last.

He shrugged. Truth was he could barely sleep in that damn prison as it was; needed to be completely exhausted just to get a few minutes decent shut eye. Plus it was too damn cold.

Carol hesitated, then came to stand beside him against the railing. She stared out into the darkness for a while, as though searching for something, before saying in a faux-casual voice, "You know, there's another way to keep warm."

He looked at her out of the corner of his eye, trying to get a read on her expression. She seemed calm, the slight upward curve of her mouth suggesting she was teasing him again. She was always teasing him nowadays.

"Very funny," he ground out, after the silence had stretched more than was entirely appropriate.

He expected her to laugh, to break the tension as easily as she normally did. But instead she turned to face him fully and put a gentle hand on his arm.

"We could," she said, so softly he almost wondered whether he misheard her.

He stepped backwards so that her hand fell off of him. "We could wha'?" he asked, stalling for time to work out what his response would be if she was actually being serious. Suddenly Daryl didn't feel so cold. Instead, his cheeks were burning like he'd just been slapped across the face.

She tilted her head to the side, coyly, and the twinkle in her eye told him she didn't buy his ignorance. "Nobody would know," she said instead.

He frowned. As if he gave a shit what anyone else in the group thought about him and Carol. Bunch of gossiping housewives. She was still watching him, though, clearly expecting an answer. He cast his eyes around desperately. "S'posed to be on Watch," he mumbled.

She followed his gaze to the few sedentary Walkers that had gathered against the fence. "Nothing's going to happen," she said confidently. "They're half-asleep with cold, just like us." She reached out her hand and curled her fingers around his own, her face almost owlish in the darkness. "You don't have to be afraid."

Immediately he snatched his hand free. "I ain't afraid," he growled.

"Okay."

"I ain't," he said again, roughly. His breath was harsh as he exhaled. He waited for her to say something corny and clichéd, like 'prove it.' But Carol only lifted her chin in that familiar, slightly defiant way she had. It was the kind of look that said she'd taken enough shit in her life and wasn't about to take any more, and certainly not from him. It had been the first thing he really noticed about her, that look..

"Neither am I," she said.

Her voice was soft, yet determined. Daryl sucked in a breath, his insides tightening at the thought that she might actually be serious this time. Panic flooded him and he tasted it in the back of his throat. He opened his mouth, closed it again before he could start stuttering like a goddamn fool. Backed away until the railing that circled the tower dug into his lower back, and he couldn't go any further.

Carol stepped toward him and he had to force himself not to lift his hands in front of himself, an instinctive act of self-defence that he had learnt very young. Her eyes were beseeching. "I wouldn't ask if I didn't need this, Daryl," she said. "I'm just so cold. I need to feel something – anything – that's alive. Please."

He didn't know whether it was her use of his first name, or her pleading tone, or simply the fact that when it came down to it he could never really deny her anything, but somehow Daryl found his defences crumbling. He stood stock still, sizing her up, making damn sure that this wasn't any kind of joke before he opened himself up any further. He had never done anything like this before. Hell, he had never even wanted to do something like this before. Not that there hadn't been opportunities. There were always skanks hanging around the house, chicks Merle picked up from the bar, either hoping to score from him or else just piss off their daddies by getting with one of the infamous Dixon brothers. His brother had a reputation, and for a while Daryl had had one too. Girls saw him as a challenge. At least until he had kicked enough of them out of the house for people to write him off as not worth the effort. By the time he was twenty girls were already steering clear of him. Merle called him a pansy but he didn't give a shit. At least he didn't get the clap.

The sound of Carol sighing brought him back to the present, and he blinked in surprise when he saw her step away from him. She smiled at him, but it was strained, and there was a sadness in her eyes that hadn't been there before.

"I'm sorry," she said.

He frowned, wondering if she had been joking after all. "For what?" he asked gruffly.

She shook her head. "I shouldn't have come up here and asked that of you. It wasn't fair. I didn't – I mean, you're not obliged – you don't owe me anything." She was blushing, he was sure of it, even though it was hard to tell in the dark. "Let's just forget it."

She turned to go, and he felt a part of him slump with relief. She wasn't going to force him to open up to her. He wouldn't have to reveal how inexperienced he actually was at this. His scars could remain hidden, untouched.

She had the door open and was halfway through it when he called out, "Wait."

Carol paused. Her face turned toward him and there was no judgement there, just a small smile of acceptance. "It's alright Daryl," she said. "I didn't mean to make you – "

"Shut up," he said. Her eyes went wide in shock, and remained that way as he strode toward her. "Where ya goin'?" he demanded, biting out the words real quick before he lost his nerve.

She blinked at him. The expression on her face might have been funny in another situation. "I thought – "

"Did I say I didn' wanna?"

She bit her bottom lip, her eyebrows drawing together slightly. "You didn't say anything," she pointed out.

Because he hadn't had a fucking clue what to say. "Well, I'm sayin' it now, ain't I?" he said, and she smiled.

"Yeah." Her hand left the door as she took a small step back toward him. "Yeah I guess you are."

Right, well that was that. He'd accomplished his primary goal of stopping her from walking away. Now, he didn't have the slightest idea what to do next. He was no fucking Romeo – that was for Glenn and Rick and Shane, not him. He couldn't give Carol what she wanted. He was going to fuck it up and then she would laugh at him. She wouldn't believe that someone like him could be so inexperienced. She would expect him to know what he was doing and he would disappoint her. He should have let her walk out that door.

But she was smiling at him; a full, happy smile that made him feel like maybe he had done something right for once. Her hand slid into his and he focused on that small touch, the warmth of her fingers like an anchor. This was Carol. She wouldn't laugh at him. She had already seen him at his worst and for some reason she still wanted his sorry ass around. Surely he couldn't fuck things up more than they already were.

"Shall we go inside?"

Her voice jerked him out of his thoughts, and he saw that Carol had the door to the guardroom open, her eyebrows slightly raised in question. Her hand was still holding his, preventing him from fleeing.

He swallowed the panic in his throat like a lump of dry bread, and nodded.

Inside was still cold, but in comparison to the chill wind outside it may as well have been heaven. There was a mattress on the floor, dragged up by Rick for those nights when he and Lori needed to be as far away from each other as possible. Daryl tried not to look at it.

As soon as the door was shut Carol moved closer to him, her hands resting on his chest. Her touch was featherlight but he still had to fight the urge to step back and away. He was sure she could feel the rapid thuds of his heart beneath her palms. She had to know now that he was fucking panicking. But her smile didn't falter; he watched her like a hawk, and saw no sign of judgement in her face.

"Try and relax," she murmured, moving even closer, so that her face was only inches from his own. He bit back a scowl. Relax? When every muscle in his body was screaming for him to run into the woods and climb the tallest tree he could find? He'd have an easier time stabbing himself in the eye.

Nonetheless, he tried to soften his arms as he drew them awkwardly around her, resting a hand on her elbow and the other, tentatively, on her waist. Carol gave him a small smile, so close now that he felt like he was drowning in the bright blue of her eyes. How had he never noticed how long her eyelashes were before? Her breath smelt like mint, and he wondered how that was even possible nowadays.

He felt frozen in place, unable to move as her lips brushed his own, light as a whisper. He could hear Merle's scornful crowing in his head. Call yourself a Dixon, boy? First hint of pussy and you're acting like a beat up pansy. Man up, little brother! He clenched his jaw, then immediately regretted it, because his lips tightened and Carol stepped away from him with a small sigh.

"It's alright," she said, in the soothing voice she normally reserved for the smaller children, when they were scared or having nightmares. "It's alright."

He glowered at her, knowing his face must be bright red. His tongue was cloven to the roof of his mouth, though, and he couldn't have used it even if he had known the things he wanted to say. When she made to move away from him he grabbed her wrist, yanking her back to him so forcefully that she stumbled into her chest.

She looked up at him with a little 'oh' of surprise, her eyes wide. But there was no fear there. There was never any fear in her eyes when she looked at him.

Do it man. Don't be such a goddamn pussy. Steeling himself, Daryl bent his head slightly, narrowing the distance between them. Carol seemed to understand what he was trying to do, thank God. She met him halfway, and her lips were soft and warm. She made a little sound of pleasure, and he felt his chest swell, wanting her to make that noise again. He reached up with one hand and cupped her face, using his tongue to part her lips and deepen the kiss. He was rewarded with another delicious whimper. Daryl gripped her hip with his other hand and drew her closer, deciding he could get used to the feeling of her against him.

Her own arms circled his neck and the weight of her made him stumble backwards, hitting the wall. She didn't stop her assault on his mouth, her tongue curling around his and making him groan with the unfamiliar pleasure of it. He was hard now, knew she must be able to feel the length of him pressing against her belly. But she didn't seem to mind, breaking their kiss just long enough to pull her shirt over her head. When she moulded against him once more, his hands went to the bare skin on her back, carressing the warm, soft flesh there. He ducked his head to her neck, kissing the hollow of her collarbone and groaning as she ground against him. He was already dangerously close to release. If he wasn't careful he was going to make a fool of himself.

"The bed," Carol gasped, sliding his jacket off and clawing at the buttons on his shirt. He hissed as the cool air hit his chest, instinctively trying to shield his body from view. He knew how he must look, the scars criss-crossing his chest in thoughtless, ugly strokes. Knew what she must be thinking as she looked at them.

Carol must have sensed his tension, for her frantic movements stilled a little. She caught his gaze and held it as she trailed her hand down his chest, following the line of hair over his stomach to the waistband of his jeans. His breath hitched when her soft touch wandered lower and he clenched his fists to stop from bucking into her.

"You're beautiful," she whispered, still pinning him to the spot with her eyes.

He snorted, wanting to shake his head. He was many things, but beautiful wasn't one of them. Still, he wasn't about to start arguing with her when she was standing there biting her bottom lip at him, her fingers hovering agonisingly low on his hips.

"Come on," she said, giving him another small smile as she tugged him by the belt toward the mattress. Her hands were undoing the buckle before he had even come to a complete stop. He kicked off his boots while she worked on her own jeans, sliding them off and leaving her in only a simple, no nonsense black bra and panties. He paused for a moment to admire her, feeling sluggish and thick-headed from the sight of her pale, curvy body. If anyone was beautiful, it was her.

She blushed a little when he did nothing but stare at her. "Stop," she mumbled, her arms crossing over her stomach self-consciously.

He pulled her towards him with a growl, kissing her so fiercely their teeth clashed together. His hands fought with the strap of her bra, but he had no clue how to get the cursed thing undone, and eventually he gave up, allowing Carol to do it while he dragged off his own jeans.

He groaned again when his hands returned to her chest and found the soft, naked flesh of her breasts waiting there. They were softer than he had imagined, and he squeezed them experimentally. Carol's head fell back. Encouraged, he tweaked a nipple beteen his thumb and forefinger, eliciting a low moan from her.

"Fuck," he muttered. His cock was painfuly hard, straining against the material of his boxers. If she kept making those goddamned noises he was going to go off like a teenager. Still, he was starting to get addicted to them. He rolled her nipple between his fingers again, then ducked his head and brought his mouth to it. Carol gasped and her legs buckled. He managed to catch her just in time.

"You alrigh'?" he asked, studying her face intently for signs that he had hurt her. There was a small smile playing at the corners of her mouth and the look she gave him was hooded.

"Better than fine," she whispered.

He huffed out a breath in relief, then lowered her the rest of the way to the mattress and quickly returned his mouth to her breast. Carol was squirming beneath him; he could feel the wetness between her thighs and it made his cock throb. When her hand reached down and brushed against his length, he couldn't help but buck into her touch.

"Fuck," he muttered again, tearing his mouth from her breast and resting his forehead on the mattress as he fought for control. His lower body was straining for release; at this rate he wouldn't even get a single thrust in before he came. And he was certain that was not what Carol had had in mind when she came up here to find him.

"What's wrong?" Carol asked, her voice thick.

He pushed himself back on his knees, his eyes raking over her, trying to memorise her image in his mind. The sight of her there, naked save for those fucking black panties, breasts heaving with each breath, her face flushed and her lips swollen from his kisses, was doing strange things to his insides. Daryl realised he would be perfectly happy to stay exactly like they were, just the two of them, alone, forever. He wanted to keep Carol just as she was now: beautiful, naked... his.The word was in his head before he could stop it.

"Daryl?" Carol pawed at his hand and he allowed himself a brief smirk at seeing the normally stoic, calm expression on her face crumple with longing. "Please," she whispered. Oh yeah, he could certainly get used to this.

Snippets of his brother's advice, gleaned over years of Merle's 'trying to make a man out of him', came flooding back. Something about making your woman squirm before offering the main course. But fuck that, thought Daryl, as Carol arched her hips invitingly at him. If he waited any longer it'd be him squirming, not her. Next time. Another forbidden thought that he hadn't meant to have.

He took a deep, steadying breath, then tucked his fingers into the waistband of her knickers and pulled them down. Before he could even stop to admire how fucking perfect she was, she was sitting up and tugging at his own briefs. He hissed as the material dragged over his erection. It sprang free, revealing him fully to her for the first time.

He was taut as a bowstring now, unable to look at her face as he waited for the moment of rejection. He knew he wasn't good enough for her; hell, he wasn't even in the same damn ballpark and never had been. He was ugly, dirty, scarred. How could she possibly want him? But god did he want her. And now she knew exactly how much.

"Daryl?"

He felt her fingers against his chin, but couldn't bring himself to raise his head and look at her. If she rejected him now, after everything... he couldn't hide behind some cocky defence or lameass joke anymore. He was completely at her mercy. He was fucked beyond belief.

"Daryl, look at me."

He dragged his eyes upward at her stern command, trying desperately to brace himself, to put his mask in place in time. He felt his eyes tighten in a scowl, an automatic reaction to show that he wouldn't break, not even if she didn't want him. That he could manage just fine on his own, like he always had.

For the briefest of moments their eyes locked, blue on blue. Then she smiled; a full, broad smile that told him he was stupid, utterly stupid, to think that she wouldn't want him. Hadn't she asked for this? Wasn't she lying there too, as naked and vulnerable as he was? His throat clenched as he thought how close he had been to throwing this away, the best and most beautiful thing that had ever happened to him. What the fuck was wrong with him?

She reached out for him. "C'mere," she said, drawing him close.

He nodded, then lent forward and captured her lips with his, knowing he had no more words left. He could only show her, and hope that would be enough.

A/N: I hope you enjoyed this as much as I enjoyed writing it :P And please let me know what you think!