"You busy?" Carol asked as she passed Daryl in the hallway of the prison cell they'd all been sharing for some time now.

"Kinda. Gotta help Rick take care of a few walkers. You okay?"

She smiled. "Want to come by my cell tonight?"

He looked at her, puzzled. "What for?"

"I don't know. Guess we'll find out when you show up," she teased. Without waiting for a reaction Carol walked off, leaving a confused Daryl to watch her and wonder what she was up to.

0000

During his errands with Rick, he couldn't help but wonder what Carol was planning. Of course, he didn't dwell on it- walkers were still a danger, even if they seemed a bit contained at the moment.

Still, the thought of being alone with Carol at night both excited him and scared him to death at the same time.

"Daryl!" Rick shouted. "You paying attention? There's a few over there I need you to get."

Brushing off all thoughts of Carol, Daryl nodded. "You got it."

Man would night ever fall? Apparently it would, just not soon enough.

0000

He really, really didn't know what he was doing. He'd stopped to turn around more than once. But he'd made it this far, he might as well see what she wanted from him.

"Hey.." he tapped on the wall, getting her attention.

"You came," Carol said, seeming a bit sure of herself.

"Why wouldn't I come?"

"I'd give anything if I could," she replied quite mystically.

He had to do a second take. Sure, she'd flirted with him, hell, he'd even flirted back, but that...she couldn't mean what he thought she did, did she?

"Come on in, Daryl. I won't bite. Not unless you want me to."

He took a step back. Grinning, she stood up and took his hand. "It's okay. I'm just messing around. You don't mind, do you?"

He really did not know what to say.

"Come on, it's me. I just...I just needed to talk to someone."

"You couldn't have talked to Rick?" he muttered.

That made her laugh. "Ummm...no."

This was getting stranger and stranger by the minute.

"Sometimes a girl's just got to have someone to talk to, to listen to her...sometimes she just needs a friend," she explained.

"What's up?" Daryl finally asked, wondering what was really going on.

"Here, sit by me. It's okay. I promise." Carol took his hand, catching him by complete surprise. Sure, they shared the occasional touch or nudge, but the longest act of physical contact they'd shared was on that awful day at the barn.

For some reason though, he decided not to protest. Sensing his hesitation, after they were both seated facing each other, Carol relaxed her grip. "Can I ask you something? It's kind of personal. I don't mean to embarrass you; it's just that, well...it's you. I trust you."

He looked down, unaware of the slightest trace of a grin that spread across his face. Not a huge grin by any means, but it was there, and she had noticed.

"You ever been with someone- since all of this started?"

Her bluntness made him nearly choke on his saliva. He knew what she meant- since all the walkers and all, but still for her to bring something up like that...

He was ready to laugh her off, to walk away knowing she'd played a great joke on him, but something stopped him. It was the look on Carol's face. She didn't look like she was joking around or teasing him. It seemed-kinda honest and real. "It's been a while," Daryl finally settled on answering.

"You miss it?"

He shrugged. "Ain't got no time to think about it. Really ain't no point."

"I do. I think about it a lot."

For some reason that totally took him by surprise.

She sensed his hesitation-or was it embarrassment? "I know, you're probably thinking I'm crazy, with everything Ed put me through."

He hadn't wanted to say it, but she was right.

"It's okay, Daryl. He hadn't always been the man you all saw. At first he was kind of charming, kind of sure of himself- he made me feel pretty. He made me feel special."

With everything in him, he wanted to tell her she hadn't needed to depend on Ed to make her feel those things. She sure was pretty, and sure as hell was special.

She looked down. "I really- really hadn't been around the block that much. A high school boyfriend, but we both wanted different things. I wanted to settle down, have a family. He wanted better things, college, money, stuff like that."

He said nothing, still, he listened.

"Then when things with Ed got bad- I swore I didn't want to be with anyone else. I didn't want to be in the position of needing anyone else, of feeling anything else."

He couldn't look at her. He had a feeling he knew where this was going, and he had no idea how he would respond.

"Daryl, look at me," she ordered gently but firmly. He obliged, and their eyes met for what seemed like the longest time. "I know with everything going on and all the craziness that's out there, sex is definitely not a priority for anyone. It shouldn't be, anyhow. But I'm only human. I have feelings. I have needs and wants. I'm tired of being alone."

"You're not alone."

Just the gentleness of his tone of voice seemed very reassuring to her. "I know, Daryl- we all know- you're a great looking guy. If the situation was different- if we all led normal lives- we both know you could have any girl you want."

"But-" she put her finger on his lips. "I want you, for whatever that's worth."

That meant something to him, but he couldn't' bring himself to tell her that. It meant a lot, actually.

"My question is- do you want me, too?"

Taking a deep breath, Daryl tried to think about how to proceed. But yet again, Carol was full of surprises tonight. She leaned in and kissed him. Not on the forehead or on the cheek, the way a good friend would.

No, that kiss was so much more than that. He touched her face, and found himself returning the kiss.

Carol wrapped her arms around his neck, and he drew in closer to her.

This was going to be one hell of an evening.

TBC+