A/N: Consider this intermission! I wanted to go ahead and include this flashback scene that takes place toward the end of Season 2 after Sophia has been killed for being a walker but prior to leaving the Greene farm.

Carol sat staring into space in Dale's Winnebago. She had cried herself out by this point. There simply were no more tears left.

After years of abuse by Ed and endless, fruitless days of looking for Sophia, Carol had nothing left to give. Her soul simply seemed to have withered. She might as well be spiked in the head like those Walkers or "opt out" by a rope inside the barn.

Her reverie was disrupted when Daryl gingerly stepped into the RV. He looked at her sympathetically but said nothing as he held her gaze. She watched him settle on the counter without a word before glancing back out the window.

What was a person to say? Daryl wondered as he sat there. He had no words of comfort for the lady. She had lost her husband — even though he had been a no-good sack of shit — and her only child, who had been her whole world. He felt horrible for her; he felt a bit lost without Merle, even though he was a jerk most of the time.

Daryl was mildly surprised when Carol spoke.

"Thank you," she whispered.

Carol knew she had treated him badly earlier, shoving him away when he was only trying to help. Since Ed died and Sophia disappeared, she had found solace being around the quiet hunter. Daryl was a kindred spirit, a fellow victim tortured by others who should have loved and cared.

Daryl gave her a slight smile when she finally looked his way.

Later, when everyone was settling down for the night, Daryl made his way to Carol's side. She was sitting in a chair in front of the campfire alone.

She glanced up at him with a deep sadness in her eyes. He shifted his feet, attempting to muster the courage to speak. If Merle had been here, he would have given the words to say.

Carol stared at Daryl expectantly.

"You wanna bunk in with me t'night?" he finally mumbled. "I mean, you can stay in my tent, s' you won't have t' be alone."

Touched by his compassion, Carol nodded.

"Okay. Let me get my sleeping bag," she said as she stood up.

Once they reached his tent, Daryl hurriedly stepped in first to clear his stuff to the side so she'd have a place to lie down. Carol patiently waited for him to wave her in. He unrolled her sleeping bag next to his and both plopped down on their respective bags.

"G'night," Daryl said as he lay back and shut his eyes. Carol murmured the same as she stretched out next to him on her side facing the tent wall.

Daryl woke with a start, eliciting a soft moan from the sleeping woman curled against him. Sometime in the dark Carol had rolled toward him and eventually ended up in his arms wrapped tightly around her, her head on his shoulder, hand resting his chest, one thigh tightly seated between his. And now he had one hell of a hard on.

What in tarnation was he going to do? He didn't particularly want to part with her. She felt good and warm. But he couldn't stay like this either. It would lead down a path she probably wasn't ready for.

As Daryl pondered his next course of action, Carol shifted and stirred from her sleep. When it registered exactly the position she was in, she pulled off him and sat up, her face hot.

"Sorry!" she apologized quickly. "I didn't mean to …"

"Hey! S' okay," he responded in lower timbre than she'd heard before.

Carol turned her head towards him as Daryl raised himself up on his elbows.

"Come 'ere," he invited. She hesitantly lay down again and he pulled her back into his arms. She pressed her nose against his neck, inhaling his scent. He gently ran a hand up and down her arm.

"Daryl?" she tentatively asked.

"Hmmm?" he responded, stilling his hand.

Lifting her head so she could look at him, Carol noticed Daryl's eyes were darkened. There was no mistaking it; he wanted her but he wasn't about to force himself on her like Ed had always done.

Carol realized in that moment she wanted him, too. He had boldly protected her (and Sophia, too) since Ed had died and she wanted to return the favor.

She leaned down and kissed Daryl on the lips. He was so startled by her uncharacteristic move he was temporarily rendered immobile.

Embarrassed that maybe she had read him wrong, Carol started to pull away until Daryl grabbed the nape of her neck with one hand and placed another hand possessively at her hip. In a flash he rolled her onto her back and his lips crashed on hers. He wedged a hard thigh between hers and she involuntarily groaned in his mouth.

Daryl knew he was going to have to slow down, take it easy. Carol deserved more than a hard and fast f***. He suspected the bastard she had called a husband had raped her repeatedly throughout their marriage, before and after he beat and bruised her.

"Darlin', you're gonna need to tell me if I'm hurtin' you, 'k?" he huskily whispered in her ear before kissing along her jaw, across her neck to her collarbone.

Carol scraped one hand down his back and raked the other hand through his hair as she arched into him. She hadn't felt this good in years. Ed had been tender at the very beginning; she knew now that had been to woo her into his vicious, abusive trap.

Daryl took his time exploring her body and warming her up, pushing clothing out of the way so he could taste her bare skin. Carol grew impatient before long and yanked his head back to hers.

"You can do that later," she told him, biting his lower lip. "I want to feel you inside of me."

He growled at her but did nothing to stop her when her hands reached for his belt buckle. By the time he positioned himself at her entrance, Daryl was thick and throbbing. Carol spread her legs wider to accommodate him.

"Like I said, tell me if I'm hurtin' you, darlin'," he gravelly whispered as he slowly slid into her wet folds. He couldn't hold back a low moan as he pushed deeper into her tight channel.

It had been a long while since he'd been with a woman and he hoped he didn't lose it before he had a chance to bring her pleasure, too.

Carol wrapped her legs around Daryl and moved in rhythm with his thrusts. Her muted cries were drowned out by his grunts. He slid a hand under one of her thighs to hike her leg higher on his hip and the action allowed him to go deeper and grind harder on her sweet spot.

She bit into his shoulder as she came; her body convulsing and gripping him like a vise. He buried his face in her neck to muffle his shout as he found his own release, exploding inside of her.

They lay there tangled together for a few minutes while they caught their breath before Daryl disengaged and rolled onto his back. Carol turned on her side, facing him. He grinned at her and she promptly blushed.

"I'd be willin' to do that again," he softly said, reaching out to caress her cheek. She covered his hand with her own and nodded.

"Me, too," she whispered.

They both knew this might not happen again, as they might not live to see another day. No telling whether or not they would ever have another soft place to fall.

Daryl pulled Carol to him and tugged the corner of her sleeping bag over their bodies as they drifted to sleep.