A/N: First my sincerest apologies for the tardiness of this update. My life seems intent upon getting in the way of my writing. I do hope to get some up faster in the next week. Other characters will be coming into play in a few chapters, Daryl will certainly be there, and probably some of the others - I am not quite there yet... and with no further ado...

Ch. 2

Marian was hiding behind a dumpster at the end of the alley she needed to get down, having been pinned there for about a half hour now. She had bags and didn't want to make the noise the couple of shots would give, no ringing the dinner bell. She stood up, and started making her way towards the dead with a pipe in her hands. Suddenly, the door of her building flew open and there was Merle Dixon taking down the three zombies who'd been in her way.

She stopped and stared at him as he rifled through the clothes of the dead pulling out a knife, a pack of cigarettes, and a zippo lighter all of which he pocketed. He stood up and looked at her, "I woke up and you were gone."

She limped back to the bags she had, and wondered why it was that she couldn't catch a break. She'd had to run to avoid both the dead and living and fell hard, now her hip and knee ached. Grabbing the bags she stood up and limped back to the door Merle was now standing in and holding open. "Sorry, I didn't mean to be gone as long as I was." She admitted tiredly.

Merle grabbed the bags out of her hands and let her go up the stairs while he put the lock back on the door. He followed her up the stairs watching the swing of her hips and decided he needed a good fuck. To keep his mind off his hardening dick he asked, "so what kept ya?"

Marian looked back at Merle, she shrugged trying to decide how much he needed to know and sighed, "The dead and the living. There's a group in the area I don't have anything to do with. I've seen them grab women off the street; they are never gentle so I just prefer to avoid them. Two of their guys came in to the store just before I got out. I kinda went into hiding cause I left my gods damned knife here in case you needed it. I didn't know if I could take them both so I just hid. When I got back to the alley there were dead in front of the door, had to wait till there were few enough for me to handle."

Merle noticed her hands were shaking a little as she explained while emptying the bags. She'd been more shaken up by the encounters than she was letting on. When she finished putting everything away she went to the darkest corner of the darkening room and slid down into the corner. Quietly she said, "I'll fix us something to eat in a bit, I just…need a few."

Tilting his head, Merle said, "come'ere." He held out his hand to her. She stared at the hand for a moment and figured what the hell. He hadn't said another word or dropped his hand so she came close to him and he pulled her into his side. "Now you wanna tell Old Merle what's got you shook up? You tell it like you run into those men before; what'd they do?" He pulled Marian further into his side and stretched back on the bed pulling her into him so her face was on his chest.

Marian furiously wiped the tears away and thought she was being stupid. "I'm really just being silly. I promise. I heard them talking about a woman I used to know… they were talking about her like she was a whore, and maybe she is now, but she was a good, kind, young woman and it sounds like they raped her over and over and I couldn't get away from their talk. See it's silly."

Merle took a deep breath and rubbed the woman's back, he was no good at comforting people, but he figured it was worth a try for all this lady had done for him. He liked how she felt against him, soft and warm. In a soft, almost gentle voice he replied to her, "I don't much cotton to men who hurt women. Ain't never taken nothing wasn't freely given and think men who do ought to be put down like the dogs they are. You're safe with me, and don't ever fuckin leave without your knife again. I got one a my own." He looked down at Marian and asked, "Got me Woman?"

Marian looked up at Merle and was startled by how close he was, she could see just how blue his eyes were, she whispered, "gotcha." She never could figure out why did what she did, but she closed the distance between them and kissed him softly. He made a soft growling noise and responded with more heat than she ever would have expected.

He kissed her like he was going to crawl into her mouth, exploring every inch and holy mackerel could this man kiss. Marian couldn't prevent the moan from escaping her lips as she was kissed more thoroughly than ever before in her life. She felt Merle's arm tighten around her and she felt his hand leave her back and move down to her ass, causing her to moan again as an unfamiliar heat flooded her system.

Merle wasn't expecting the gentle kiss she laid on his lips or his absolute need to finish it. She wasn't the type of girl he'd ever been interested in, she was too fuckin smart, and a little curvier than he had generally liked, but he was rethinking all of that as he kissed her. She responded like no woman in his experience, she was moaning and squirming from just his kiss, and he wondered what she'd think of his dick.

When he pulled back from the kiss her eyes were glassy and instead of relaxing she started kissing his neck, "Damn missy, you want a piece of Merle? Well don't ever think I don't want to please a lady." With that he pulled her face back to his and started kissing her again. He flipped them around so he was more on top of her than the reverse and went right for her breasts. He massaged first one then the other as he kept kissing her. After a few minutes he felt her hips start to move like she wanted more, so he broke away from her lips and started kissing her neck, his hand moving down her belly to the waistband of her pants. He looked up at her, "you sure about this?" And immediately he wondered what the fuck had gotten into him, she was squirmin' like she was fuckin sure.

Marian didn't trust her voice, and she didn't trust much else except whatever Merle was doing to her was what she wanted. She wanted more of his hand, and damn what must he have been like with two of them. Honestly, she wasn't even sure what she wanted except she didn't want him to stop. So instead of saying anything she nodded and kissed the side of his neck.

Merle started pulling her shirt up when he felt her back off. He looked down at her and saw tears in her eyes. Fuck… what had he done wrong? He had no fuckin clue; she'd been writhing and moaning till he started to take clothes off. He moved his hand from under the shirt and asked gruffly, "what's the problem, you know we can't finish this with clothes on, right?"

Marian shook her head and wiped her eyes. "I…I'm sorry Merle. I just… You don't wanna see me without clothes on. I ain't real pretty, I'm older than I look, and I have more than a few extra pounds on me. I just… fuck I don't know." Marian all but threw herself off the side of the bed and went back to her corner. Sorry, just sorry. I'll get up and cook in a sec."

Merle did not understand what this woman's fucking problem was. He got up and went to the bathroom and slammed the door. Marian realized she must have left him in a terrible state. She didn't want him to think she was a cock tease. She hated women like that. If you work a guy up he's yours to finish. So she took a deep breath and stood up. Pulling her courage around her, she walked to the bathroom door and knocked lightly. "Merle?"

"The fuck you want?" Came his gruff answer.

"To a… talk… to you." Marian stuttered out.

He unexpectedly pulled the door open, his pants were open and the largest penis she had ever seen was hard and ready for action. She stared for a second before he cleared his throat. "Thought you were done."

She shook her head, and with a deep breath she dropped to her knees and took his cock in her hand, then licked the tip.

"Holy fuck." Merle looked down at the woman on her knees. He almost told her she didn't have to suck him off, he was a big boy and could rub one off. He knew he shouldn't have started with her, but the urge to be a gentleman left as soon as she took him into her mouth.

She started pretty tentatively, but found she enjoyed what she was doing so licked down the length and back up before taking him into her mouth to see how much she could handle. She kept her hand pretty high up cause man he was huge. Continuing her up and down motions with her hand she took the head of him in and sucked like she was taking a stiff hit off of a tight joint. He grunted and exclaimed, "Fuck!" and exploded into her mouth. She did everything she could not to gag as her mouth was flooded, she swallowed and cleaned him up before standing up and limping back to the makeshift kitchen without a word.

Merle remained in the bathroom door stunned.