She couldn't sleep anymore. Lori had kept her up most of the night, tossing and turning in an effort to get comfortable. Lying above her, Carol could hear every movement. Finally, she heaved a sigh, and climbed down from her bunk. She crouched down, next to Lori.

"Let me was all she said."

"I'm sorry I..." Lori began.

"Don't be" Carol whispered firmly.

She knew what it was like to go through a pregnancy under difficult circumstances. Pregnant women deserved some sort of pampering, and while everyone was aware of her condition, and even Daryl had offered her sympathetic looks and small considerations, the fact was that Rick, who should have been her number one source of support, was too wrapped up in his own efforts to be there for Lori. Carol didn't want to delve into that right now. She realized that Rick was tryng and she only hoped that once the baby was here, that he and Lori could heal their rift. A baby was a new beginning after all, it's own special sort of miracle. She inwardly winced at the pain of remembering Sophia as a baby. Carol had delighted in her exquisiteness, happy to just stare at her for what seemed like hours. She shook herself as she settled down next to Lori.

"Now what do you prefer. Would you like me to rub your feet or your back" She knew Lori's back was starting to bother her with the added weight of her pregnancy.

"I'd love it if you could rub my feet." Lori sighed. "Maybe you could do my back after. Work your way up" she added cheekily.

"We'll see" Carol whispered, " the foot massage might finish you off."

"Here, take this." Carol stood up to grab her pillow off the top bunk and hand it to Lori. She had insisted on bringing the pillows, knowing that Lori would be needing them.

After Lori finally fell asleep, Carol found herself wide awake. Knowing that sleep wouldn't come easily, she left the cell and stood outside on the walkway leaning on the railing.

"What are you doing?"

Carol jumped, her hand going to her mouth to stifle a scream.

Daryl was behind her.

"Can't sleep. I finally got Lori to sleep. She's so uncomfortable."

"You need your sleep too."

"I'll be fine." Carol was used to putting others before herself. She really did care for Lori though, having come to know the woman as a true friend. She didn't mind giving up a little sleep.

"Come." Daryl reached and took her hand, pulling her toward the perch.

"What..Daryl" Carol looked at him confused.

After her somewhat joking proposition, they had had a fumbling encounter, which ended rather more quickly than she would have wanted but she wasn't sure if Daryl wanted a repeat. Apparently he did.

"We can just sleep for a bit." Daryl offered as he led her up the stairs.

Was that all? Did he regret what happened? But if so why was he asking her to just sleep with him?

When the got to the top of the stairs, Caryl waited expectantly while Daryl sat down on his pallet.

He patted the mattress next to where he was sitting.

"C'mere"

Carol sat down carefully next to Daryl.

Daryl felt like an idiot. He had invited Carol into his bed and here was just sitting there. He could hear Merle's voice jeering in his head. "You knew what to do last time even if you didn't do it right"

He had made a mess of things, but Caryl had finally cornered him the next day and told him that she wasn't upset with what had happened and she'd like to try again when he was ready. Then today she had been wearing a red tank top and he'd been treated to several views of her cleavage. He'd lain awake most of the night thinking about it. Now she was next him and wearing nothing but a tank top and shorts.

Carol cleared her throat softly. "Should we…?"

"Wait", Daryl softly insisted. It was now or never. He reached out hand and
stroked her thigh slowly moving up to the hem of her shorts.

Carol swallowed, "Daryl?"

"Want me to stop?"
"No."

Daryl turned toward Carol, placing his other hand on the mattress behind her as his lips found hers. He kissed her softly at first, but quickly increased the pressure as he eased her down on the mattress.

Carol reached up and grasped his shoulders.

Daryl pulled back and hovered over her.

"Take these off." he asked gruffly, as he pulled at the hem of her tank top.

Carol nodded and wriggled out of her clothes, tossing them to the side.

Daryl began to breathe more heavily. He had seen Carol naked before. He had been keeping watch while she took a shower and couldn't help looking, but having her naked in his bed was different. His cock had already been hard from the dream he'd had about her. He'd been planning to take care of it himself when he heard her moving around in her cell.

Carol was nervous. She thought Daryl might have seen her naked before, because he hadn't met her eye for some time afterwards. She'd hoped that he had liked what he saw and apparently he had. Still she felt a little nervous. Their last encounter had been abbreviated and while she hadn't minded, she was hoping for more. She had never experienced much, if any, pleasure with Ed and he was the only man she'd been with. She lay back on the mattress waiting for Daryl.

Kneeling on the mattress next to her, he undid his belt buckle and unzipped his pants, but didn't make any move to undress.

Carol placed a hand on his chest.

"Daryl" she implored, "I'd like to see all of you this time. Please." She had actually seen all of him since she had accidentally walked in when he was showering. Actually doing more than showering. The images had fueled many fantasies for Carol. She didn't know if she'd ever tell Daryl what she had seen though. He might never speak to her again.

Daryl hesitated for just a few seconds before taking his shirt off. He didn't like taking his shirt off in front of anyone, but Carol was different. She had shown him that she'd really wanted him and she'd already had sex with him even if he had sucked at it.

He quickly pulled off the rest of his clothes and lay down next to Carol on the mattress. His hands went to her breasts, teasing her nipples with his thumbs as he cupped them.

Caryl moaned softly, wrapping her arms around Daryl, caressing his shoulders and arms. She'd often dreamed about doing that

Daryl eased Carol down on the mattress, so he was lying on top of her positioned between her legs. His lips were exploring her collarbone, his tongue darting out to taste her skin. He had wanted to so this for some time. His hands continued exploring as he finally parted her legs, trailing one hand through her folds. Carol gasped, tensing a little. Ed always hurt her when he touched her there.

Feeling her tense, Daryl stopped and lifted his head to look at her.

"Okay? Want me to stop?" he whispered anxiously. He hoped he wasn't messing this up again. He wanted Carol to enjoy herself.

Carol bit her lip and shook her head. "It's just...it's been a long time… "she whispered. "I'm not used to it.

Daryl took his time, caressing her inner thighs until she relaxed and opened them to him. He gently caressed her curls, earning a small sound from Carol. Listening for sounds of protest or distress he gently parted her and inserted a finger just inside her moist opening. Carol made an encouraging sound and lifted her hips up to him. Daryl drew the moisture up over her clit and rubbed gently.

Carol was responding to his touch. Daryl was taking his time to make sure she was ready and she couldn't believe how good it felt. She was used to the touch of her own delicate fingers and the sensation of Daryl's rougher,thicker fingers was incredible.

Daryl listened for Caryl's reactions as he continued rubbing. The sounds she was making told him what kind of touch she liked best. He tried a few different motions until he found the right one. Then he replaced his finger with his thumb and inserted a finger inside her.

Carol responded by bucking her hips up to him. She had no idea this could feel so good, but she wanted more.

Daryl added a second finger and Carol cried out softly.

At this point his cock was aching to be inside her. He couldn't wait much longer. Not stopping the motion of his hand, he whispered her name.

She responded by whimpering his name. He didn't think he could take much more.

"Carol I have to be inside you" he pleaded softly. "I can't wait."

"Yes, please Daryl, please." Carol whined as she writhed beneath him.

Daryl carefully positioned himself as he thrust inside Carol, stopping to let her adjust.

Carol moved her hips to signal that she was ready and Daryl began to slowly thrust as they worked to find a rhythm that worked for them.

It didn't take long. Carol could feel herself building. She bit her lip to stifle her moans. She was sure that everyone was asleep, but she didn't want to wake them.

Daryl's face was buried in her neck. His thrusts were becoming harder and she was matching them.

Oh God. He moved his hand between them, fining her clit. Oh God, he was….He didn't stop. HIs lips had moved to her ear, where she could her his ragged breaths.

"You gonna come….Carol..… You comin?"

Daryl was whispering hot questions in her ear.

She clutched at him as the pressure built to an unbelievable level.

"Yes, Oh Daryl. Oh, Oh God."

The intensity surprised her and she could only cling to him as she rode the waves of pleasure.

"Carol" Daryl groaned her name as he stiffened and came inside her, finally collapsing on top of her.

He rolled off and lay next to her, panting, reaching over to take her hand.

They lay there for a few moments.

Carol felt the urge to sleep overcome her and she turned on her side snuggling into Daryl who pulled her close. She quiclkly fell into sleep, not waking until later that morning when Daryl gently nudged her awake.

Carol dressed quickly, almost afraid to meet Daryl's eyes. but when she did look up she received a shy smile.

She smiled back at him and he nodded.

She was still smiling as she made her way down the steps and walked through the cellblock to the cell she shared with Lori. There were no other sounds save for the sound of Hershel's gentle snoring.

She carefully made her way into the cell observing Lori's sleeping form as she started to gather her things for the coming day.

She had just started to arrange her headscarf, when Lori turned over and looked at her.

"Sleep well?" Lori asked, not being able to hide her smile.

Carol blushed, not being able to meet Lori's eye.

"I'll see about getting breakfast started."

Lori snorted softly.