Author's note- This is a bunch of smexy goodness and basically me praticing my smut. I'd say I'm sorry but I'm not ;) Anywho, it's just me having some fun with a little Caryl goodness, so please review and tell me what needs work and what not.

It's AU to ep.9 and I disclaim all that you recognize.

"Yer afraid," Daryl spat at her.

Carol didn't- couldn't, reply. Yes she was afraid, every second of every day. She was terrified.
He continued, relentless in his anger- and he had every right to be angry, he'd nearly died out there for nothing, just her empty hopes.

"Yer afraid 'cause yer all alone. Ya got no husband, no daughter, ya dunno what t' do with yerself."

A choked sob came unbidden from the back of her throat, she knew that he was right, there was no one now.
No one who cared for her, she was placing her bets on a man that didn't, couldn't want her. She was frail, weak, ugly and always had been. The past couple of weeks with Daryl were a sham, his way of showing pity to a grieving mother.

"You ain't my problem! Sophia wasn't mine," he paused, glaring at her to check for a reaction.

She just stood there, letting all his rage sink in, revealing nothing. Why wouldn't she react? It struck him that she would of been like this every time that bastard Ed came at her, never talking, never fighting back. He stepped forward, infuriated.

"All ya had to do was keep an eye on her!"

She flinched, stepping backward as if to avoid a blow and that hurt him more that any punch that had ever been thrown his way. She had thought that he was going to hit her.

"I'm sorry...I should of been watching her and you nearly... you could've-" her words died into soft little sobs.

"Hey," mumbled, slowly closing the distance between them, "ain't none of that yer fault, ya loved her, tha's wha' matters...What I was sayin'...It don't mean nothin', was upset is all."

His blue eyes met her tear filled ones, searching as he carefully wrapped his arms around her slender shoulders.
"I wouldn't hurt ya Carol, I promise."

Her eyes shone and crinkled in a sweet little smile that only she could manage, her face tilting towards him.
"I know."

Her lips met his then as she leaned forwards, planting a soft kiss that he was too surprised to react to.
Her mouth pulled away from his and she moved as if she was about to apologize, only to feel him pull her back hungrily. His lips moved across hers urgently, but she had no complaints as their tongues tangled together, parting only to surface for air. Warmth spread through her body, heat settling between her legs as they kissed.
His arms traveled up the back of her shirt while she slid her fingers into his hair, moaning as she tugged him closer.
They toppled into the dirt in front of his tent and Carol crawled over top and straddled him, pressing against his hard, taut body. Her lips pressed against the rough stubble on his jaw, licking and nibbling her way down to the hollow of his throat.

"Fuck, Carol..." he moaned, almost unable to believe what was happening.

After countless nights waking up in a sweat from thoughts of her against him, after barely resisting the temptation to simply take her in the stables or near the roses, he had her.

And it was fucking mind-blowing.

Bracing his arms against her back beneath her thin shirt, he expertly unhooked her bra, removing it along with the troublesome shirt in one swift movement. Carol gasped softly as the cool fall air hit her while Daryl stared at her, savoring the moment.

"Jesus yer beautiful," he growled into her chest, nibbling on the soft mounds of flesh.

She arched her back, hot desire coursing through her while she sighed his name. "Daryl..."

He loved the sound of his name coming from her mouth, he wanted- needed more of it. The mouths met again and he groaned pleasurably as she bit and tugged on his lower lip and nibbled down towards his torso.
Her tongue traced the scars that littered his chest as she pulled off his shirt, dancing lower and lower until she ran into his belt. She smiled coyly as she unfastened it, placing her hands upon the hardness and length of him and stroking. Daryl moaned and growled huskily, expletives flying out as she took him into her mouth. Damn, she could work magic.

"Goddamn...Christ..Fuck..Holy shit Carol!"

He pressed his mouth against her fervently as she rose up to him, tongue and lips tangling together.

"Now Daryl..." she pleaded,"I want.."

"Say it," he demanded, as his lips sucked on her breast.

"I want...I fucking need you Daryl, please," she moaned.

"Yes ma'm," he growled hungrily as he removed her jeans and panties, crawling on top of her, her words nearly driving him insane with need.

She groaned as he filled her completely, filling her core with pleasure.

"Say it again," he growled as he thrusted into her.

"I need you Daryl."

"Again."

"I-" words failed her a waves of pure ecstasy filled her, allowing no space for words, only guttural sounds of pleasure.

Daryl moaned as they finished, falling beside her slender frame and placing a protective arm around her waist while she curled up next to him. He studied every inch of her beautiful body happily. Mine, he thought as he placed a soft kiss upon her hair and drifted to sleep. Mine.