Gratefully taking the box, he glanced once again at the mess and turned away to clean himself up. "I still feel embarrassed," he mumbled. Feeling her comforting hand on his back, he felt even more ashamed, a blush riding his cheeks as sweat beaded his forehead. Pity was the last thing Daryl wanted.

She pressed her upper body against his back and whispered in his ear. "Just take them off … the boxers, take them off."

Reluctantly, he turned his head in her direction, but she was already moving away to discard her last item of clothing. He did the same and shyly moved to lie next to her. He wouldn't allow the intense urge to dress and flee overwhelm him now. Something, in which he couldn't explain, drew Daryl to this woman and she was more important than his fear.

They were naked now, facing one another as Carol ran a reassuring hand through his hair. "We could stop … or keep going if you want, and … there's no reason to be ashamed. There's more to it than just … you know? There are so many ways to make a woman come while you …" She glanced down between his legs, his member impressive even where it lay flaccid against his thigh, " … take a break. Of course, only if you want to."

"Show me how," was all Daryl got out before she moved closer and claimed his lips for a kiss which slowly but surely increased in intensity. She wrapped herself around his trembling form, providing a warm cocoon of security just for him, and he began to relax. Her taste on his tongue, her incomparable scent and the luxurious feel of her soft skin on his let him forget his previous embarrassment.

Again, she led his hand to the apex of her thighs, where her warmth beckoned to him, arousal and anticipation having left her slick and quivering with need. Her body called to him, breathy little moans and gasps, trembling signs of the pleasure he wrought as he touched her, fingers brushing where the height of her sensitive nerves converged in a small button. He circled it eagerly with his fingertips until he dared to gently explore further, learning how to fulfill her every wanton desire.

She couldn't bring herself to be ashamed of being so wet. In fact, she couldn't care less. Never before had Carol been brave enough to show what she wanted in such a blatant way, what her body needed. What she knew from the few experiences she'd had with the opposite sex was that men just took what they wanted with little care for their partner's needs, thinking they could satisfy a woman without exploring her. With Daryl, however; everything was new, and she began to release the firm grip she retained on her closely-guarded self-control, opening up to him more and more as she clung to this stranger who felt so oddly familiar, so close … not only physically, but in all ways.

The sound she made was nearly obscene, moaning into his mouth with abandon as he kissed her hungrily, seeming more than capable of what he was doing. Carol had heard of musicians who could play a song after hearing it only once, and Daryl was no different, hearing the melody of her body and creating his own composition, one which sang only for the two of them.

Unable to wait any longer, Carol reached for his turgid length, her touch causing him to moan as his flesh grew harder. The skin under her fingers was so soft and unbelievably sensitive over a steel core, and as his fingers cautiously entered her and merged with her inner walls, she had to force herself to loosen her grip on him. She was too afraid she'd hurt him with the way her body already shook, her other hand now desperately clutching the sheets beneath her in a death grip.

She whimpered, her body twitching and arching as her mouth formed a silent scream. She absorbed his touch, her irregular breaths morphing into an attempt to gasp for air as Daryl watched her in disbelief. "Are ya … did ya jus' …" he asked softly, still trying to wrap his mind around what had just happened. His only answer was a nod and a smile, her cheeks flushed as her hand came to rest on his chest. He noticed his own heart was racing, too, and a sense of pride flooded his heated body, his lips reflecting her smile.

"On the bedside table behind you," she whispered and at first Daryl didn't understand what she meant before he reflexively turned around. Previously lost in her warm eyes, Daryl immediately missed the connection to her.

He understood when he saw the decorative bowl filled with condoms there on the nightstand, and another wave of arousal, strangely mixed with fear and shame, made its way through his body. "We don't have to," he began, instantly reconnecting his steel blue gaze with her azure. In an odd way, Daryl was already satisfied, though parts of his body demanded more. However, he didn't want her to feel forced, knowing she was spent.

"Hand one to me. I want it … I want to know how you feel," she whispered, her gaze filled with genuine desire as she looked down at his erection, a small bead of moisture at its tip. The size of him elicited her anticipation, but also a pinch of fear. Did he even know how well equipped he was?

He moved away from her for only a moment to reach for a small foil square, placing it hesitantly in her palm and hoping she didn't notice the trembling in his hands. "I think ya can do it better," he said, looking down at himself, moving his body slightly so she could reach his sensitive member.

"Relax … it's alright," she crooned softly, wanting him to calm as she ran her fingertips reassuringly over his temples. She held his gaze as she opened the small package, slowly and deliberately and slid the condom over his length.

Supporting himself on trembling arms, he gave her space to move and then she was lying beneath him, her eyes open and trusting, just like her body, flushed with desire and ready to receive him. She gently pulled him to her for a kiss which tasted like so much more than it should have under these circumstances.

Daryl had often heard the first time should be a unique experience with someone special, unless your name was Dixon. Merle had had no problem disabusing his brother of that silly notion. Sex was sex, and he'd made sure Daryl knew it. Even if Daryl had been able to accept another's touch - physical contact always having been anathema to him - it had all been a fairy tale … until now.

"Look at me," she commanded softly when she zeroed in on his narrowed eyes. He lay between her legs now, but his entire body was taut with tension. Mindfully, she let her delicate fingertips glide over his back as she continued to breathe soothing words into his mouth. Still, she wondered how insecure he was and how she could soothe him. Feeling his scars, she could tell he'd suffered some time in his past, but she wouldn't ask about them, as it was, after all, none of her business. He was so handsome and well-formed, but what had really caught her attention had been something else entirely, a mixture of his low-graveled voice and the soul-deep pools of his eyes and what lurked within. Why he hadn't ever gotten closer to a woman, she couldn't explain.

His body was slow to relax, the blood in Daryl's veins molten as he felt her hands roam his back and give his hip a gentle squeeze. A guiding hand moved from his back to his cock and he let himself lean into her touch as she led him, closing his eyes as he gave a tentative thrust. The unbelievable softness and warmth his fingers had already explored now wrapped around his cock as he entered her cautiously, careful not to hurt her. His eyes clenched tight, his breath harsh, his pleasure unimaginable as her tight heat enveloped him.

A mixture of pure pleasure and sweet pain went through her core as he slowly slid into her, filling her more with each careful movement. He was reluctant, but she was sure he, too, felt her craving that connection, her core sucking him in deeper and deeper.

Daryl moved, driven by his feelings, his mind blissfully numb. She spread her legs wider for him, allowing him to go deeper as her hips met his thrusts, the rhythm now steady while her soft sighs of pleasure became more and more pronounced. She clung to him, her slender arms banded about his shoulders, her legs wrapped tightly around his waist. Again, he closed his eyes, his teeth sinking into his bottom lip, worried awkward noises might escape him, but Daryl was powerless to prevent the deep grunts from fighting their way out of his throat. She just felt too incredibly good.

Again, and again, he hit the spot which sent an intense tremor through her entire body. Everything below her belly button burned with desire as his thrusts got deeper and faster. Pulling out almost completely to dive back into her wet silk, she missed the absence of his cock every time, but only to almost burst with anticipation as he filled her again.

Daryl felt his body develop its own will, the tightness of her warm soft walls becoming unbearable as his movements became frantic, but as he began to tremble, he also felt her shivering beneath him. They were clinging to one another, their bodies becoming one as they moved, the fine layer of sweat on their skin mingling. Eventually, a deep grunt mixed with an almost sharp scream filled the thick air.

As Daryl finally regained his senses, he couldn't help but notice her closed eyes and parted lips as she fought to return her breathing to normal. He admired her flushed skin, glistening with a fine sheen of sweat as Carol seemed lost in a haze of pleasure. He'd never seen anything so beautiful in his life.

Tasting the smile on her lips as he kissed her, Daryl couldn't help but smile himself, unable to remember the last time he'd felt so good and free with his body and his mind. Never before had he allowed anyone to get this close to him, the presence of other people enough to send him into a panic attack, especially women.

Still enjoying the intimacy of her embrace, he had to remind himself to forget where he was, how he'd gotten there and why this woman had done this with him as he fought the shame creeping upon him which screamed that he'd used her for money. He wasn't like that, damnit!

"Hey … are you okay?" Carol asked softly, noticing the genuine smile on his lips had given way to a serious expression. She was asking herself if it was actually sad she'd had the best sex in her entire life with a client who'd been a virgin, a man who wouldn't come back because her deed had been done. There was so much she wanted to know about him, but so little she needed to ask, sensing the more time they would spend together, the closer they would get to reading each other without audible words.

"I just … uhm," Daryl mumbled as he looked down where they were still joined and the following procedure of pulling out of her an getting rid of the condom left him awash in embarrassment again. Seeing Carol moving to hide under the thin covers, he just didn't feel like leaving this bed with her, so he felt only a brief moment of hesitancy before climbing under the sheets with her. Her body was still covered in a thin layer of sweat, but she welcomed him, molding into him like he was sure wasn't standard for this business.

OOO

Even before Carol opened her eyes, she knew something was gravely wrong. The ache of panic, a tightness she knew all too well, clawed at her breastbone with the realization that … she'd fallen asleep.

Oh, my god! Sophia! Fuck! The bar! As if those thoughts weren't enough to send her sprinting around the room to the tune of 'Flight of the Bumblebee', the warm body of the man pressed so intimately against her back surely would. Frenetic, panic-driven energy jolted her from the bed to frantically search for her clothes. A loud rumble followed quickly thereafter, the first sounds of life to greet her ears that morning.

Eyes finally open, even the heavy blackout curtains couldn't disguise the fact night was over, and Carol's whine of frustration at her own stupidity was almost louder than the man groaning on the floor. Crap! She'd thrown Daryl out of bed in her haste to flee.

"Fuck! What the –" she heard him mutter as he stretched his aching limbs and sat up to stare at her over the width of the mattress, his eyes widening when he, too, realized he'd overstayed his welcome.

"Oh, my god, I'm so sorry," she frowned as she slipped, half covered with the sheets, to the bedside and looked down at him. "Are you hurt?" She brushed her hand over his shoulder as the words spewed from her in a frantic rush.

"No, everything's a'right ... ya just startled me. Holy Christ! Did we -" Daryl was still not completely awake when the sunlight, which was creeping through the curtains, stabbed at the corners of his eyes. He'd slept?

"We fell asleep! Are you really okay? I have to go to ... my daughter ... the bar!" Carol wanted to be everywhere at once, and one part of her wanted so badly to stay in bed with him.

She saw his nod as he straightened up and moved his tired body to sit on the bed, apparently still trying to get his bearings. After she was sure he was actually all right, she got up quickly but reluctantly to dress as fast as she could, however; the sight of him made her pause for a moment. Admiring the beautiful man with his disheveled hair, who was still sitting on the bed - half asleep - her cheeks blushed, not only out of stress, but because of the memories of last night.

"Yeah, everythin' is a'right. We fell asleep? I fell asleep?" He shook his head in disbelief.

"Yes, I think so," she giggled lightly as she pointed to the clock on the nightstand, revealing it was past six in the morning. "Usually, I never sleep at night, not even when I have a few days off. I always work at night," Carol explained.

Since Carol had moved in with Tara and Denise, it was her habit to make breakfast for everyone after coming home from work before taking Sophia to school. Only then, would she make her way home and sleep. At fourteen, Sophia rode the bus home from school to spend time with her mother before Carol would go in to work. Of course, Sophia could take the bus in the morning, but being driven to school by her mother had become a routine they both cherished.

"I cain't remember the last time I slept at night," Daryl mumbled, peering up at her from beneath his lashes as she dressed. Sighing, he let his gaze wander the room in search of his own clothes.

"Neither do I," Carol smiled sheepishly and what followed was a seemingly endless pause in which both stared at each other in confusion. "I … I have to go. I need to make sure everything is alright and … fetch my cell phone from my office," she explained, pointing unnecessarily towards the door. "Come on out when you're dressed, ok?"

Daryl nodded, a small smile blooming on his lips after Carol left the room, the door falling closed behind her with a quiet snick.