Author's note: Smut warning for Part 1 in this chapter.

Carol waited until they were both seated and comfortable before speaking. She took a deep breath and Daryl attempted to calm his own nerves with a similar breath. "Ok, well... Wow, I'm really nervous..." Carol admitted. Daryl noticed that the hand she was resting on her knee was actually shaking. He reached out and covered it with his own and she gave him a smile of thanks. "What I need you to know is... As a child growing up my family was quite religious, church every Sunday, live by the good book and all that..." She paused every once in a while to collect her thoughts and Daryl waited patiently for her to continue. "I was taught that you don't have sex until you're married..."

Her words punched Daryl straight in the gut and left him instantly reeling with confusion. If she didn't believe in sex before marriage why on earth would she agree to a singles cruise and why would she act like that's exactly where they were headed?

Carol must have recognized the panic on his face, "No, no, it's not that... Let me finish okay?" she said soothingly. Daryl gave her a nod but the knots in his stomach remained. "So I did wait, with Ed... He seemed okay with it too, but I realized a couple years in that it was only because he'd been getting it elsewhere, while we dated... When we were engaged..." Carol looked like she might cry, just for a second, but it passed as quick as it came. "I gave up on God for a while, while I was being beat and isolated. I figured there was no way I could believe in a greater power that would allow that to happen to me." Daryl knew those exact feelings. "Even now, though I've found belief again, it's not the same free and trusting way I felt before..." Carol looked up at him, "Anyway, I'm a bit off track. The point of this entire conversation is that my ex-husband is the only man I've ever been with." Carol looked away, shyly.

The news was a bit shocking for Daryl, but it really wasn't that big of a concern to him. It might actually help him feel a little less pressure in his ability to please her. But it was obviously a concern for her. She spoke again, "I know this might sound absolutely insane, but... When we do it... If you still want to... It's going to be kinda like my first time." Her cheeks burned bright red and all Daryl wanted to do was pull her into his arms and comfort her. But he knew she wasn't quite finished and he wanted to allow her to get everything out. "Ed wasn't... I mean, he didn't..." Carol sighed in frustration and Daryl knew it wasn't often she struggled this badly with words. "He didn't care... About me... Only himself..." Daryl felt an uneasiness in his stomach. He knew he'd been the same way with pretty much every woman he'd ever fucked. Daryl knew he should come clean as well, but he had no idea where to even begin. He reached his fingers around her hand, so he was holding it instead of just resting his on top. "Anyway," Carol continued, while he was thinking. "I know this probably wasn't the type of thing you thought you were signing up for, so if you change your mind and don't want to do it now… I'll understand."

Was she fucking kidding him? Did she really think anything she had to say would make him change his mind about being with her? Daryl was quite sure he'd never wanted anything more in his entire life. "Carol… there's something you should know about me…" Daryl started, knowing he had to spill it, but still unsure exactly what to say. "What you said about your ex…I… I ain't never cared about a woman enough to… treat her like I should." He was afraid to look at her eyes, afraid to see the disapproval or disappointment he expected would be there. "But you're different, I know that," Daryl continued, still avoiding her eyes. "I guess this might be kinda like a first for me too… I mean… if you still want to…" Finally he gathered enough courage to look at her. Carol was smiling. She was fucking smiling. Why the hell was she smiling?

"We're quite the pair, you know that?" Carol chuckled. "Both terrified the other is going to change their mind."

"Well I ain't changed my mind, not one bit," Daryl said.

"Me neither," Carol replied, leaning against his shoulder. "Daryl, I trust you… and honestly, right now, that's all that matters to me. I've said it before, but you make me feel safe and it truly has been a long, long time since I've felt that way." He wrapped an arm around her. You make me feel things I've never felt before. You make me happy and terrified all at the same time. You make me want to be a better man. All those thoughts were running through his head, but he couldn't say them. Not yet. He hoped sometime soon he would find the courage to tell her all that and more. But right then, all he could do was pull her closer and hope she knew. "Did you want to head back now?" Carol asked, her voice gentle, a bit shy perhaps.

"Yep," Daryl replied, hopping down and offering her a hand. The feelings floating around inside him intensified with the knowledge that it was going to actually happen. There was excitement, nervousness, sexual desire, and sheer terror swirling around like a vicious twister.

Carol led the way back to his room and Daryl trailed closely behind, attempting to calm himself, knowing he only had a few minutes to get his shit together. He hadn't even realized his hand was shaking until he attempted to put the key card into the lock and missed twice. "Sorry," he mumbled, finally getting it in and unlocking the door.

The room was dark so Daryl turned on one of the bedside lamps, instead of the main light. There was an awkwardness in the room he'd never felt with Carol before, but it was a natural awkwardness due to the situation and he was fairly confident it would go away once they were distracted. They were alone. They both knew what they wanted and the air in the room was heavy with desire. As soon as he met Carol's eyes he moved to her and found her lips. One thing they were both comfortable with was kissing each other – might as well start there.

This kiss felt a little bit different to Daryl, maybe because there was an expectancy of something more than before. It wasn't just a kiss, it was the start of something else, uncharted territory, in more ways than one. Aware that he didn't have to hold back anymore Daryl parted his lips and darted his tongue out, pleased to find Carol had the same idea as their tongues met. He loved the feel of her kisses, so warm and eager. Daryl pushed deeper and she moaned. He pushed even more, twisting his fingers into the short curls at the nape of her neck to pull her closer. She was absolutely intoxicating. After only a few seconds of passionate kissing Daryl was completely hard, cock throbbing and screaming for attention. Normally he would have listened. He would have removed only enough clothing between the two of them to get the deed done. He would have been selfish, completely, and never thought twice about it. But that wasn't going to happen with Carol. He wouldn't use her solely for his own pleasure. This was about them both, but her first and foremost. For once in his life he felt an emotional connection that mattered even more than anything physical.

Daryl broke the kiss and searched her face. "You okay?" he asked softly, wanting to be sure she was comfortable.

"I'm very, very, very, okay," she whispered back, biting her lip afterwards. It was so sexy he had to take a calming deep breath. Daryl was still very nervous, but he found the courage to reach out with a shaky hand to undo her shirt. He struggled a bit at first, until Carol added her shaky hand to his and began to help. Once her shirt was hanging open they switched and did the same thing with his. Carol's fingertips brushing his chest was almost enough to send him over the edge. She was so gentle and patient about everything, Daryl shouldn't have been surprised this was any different.

Once their shirts were both dropped to the floor Carol reached out and put a hand flat on his chest, over his heart. Daryl's body reacted with a tiny shiver that he couldn't hold back, flooding his skin with goosebumps. "It's beating so fast…" Carol commented with a tiny smile. "Just like mine." With her other hand she lifted his to her chest so he could feel the thudding. Daryl kissed her again as their hands slipped away and started to explore other parts of each other's bodies. While they kissed he undid her bra and pulled it off her shoulders, backing off enough for it to fall away, but not enough to break the kiss.

Daryl reached his hands behind her thighs and lifted Carol's legs around his waist. He turned his attention to her breasts as he slowly carried her to bed, sucking each nipple gently in turn, feeling it stiffen in his mouth, sending an electric shock through his body both times. When they made it to the bed he set her down gently and eased her back to work on her pants. He removed them quickly, leaving only a very cute pair of silky panties. Daryl had to fight the dizziness away as he peeled them off, leaving her fully exposed. Carol bashfully pulled her knees together, but Daryl very gently eased them apart, staring into her eyes the entire time, silently letting her know he wanted to see every part of her.

He didn't immediately turn his eyes to what was between her legs, but instead achingly slowly trailed his fingertips down the center of her body, dragging his gaze with them, moving between her breasts, over her stomach, slowing even more as he got to her pelvis. Daryl's heart was thumping so hard it hurt his chest as his eyes anticipated what they were about to see. As his stare finally met the most secret part of her body the dizziness intensified and he had to put a knee on the bed to help support himself. He needed to taste her, so badly. Daryl repositioned himself and made a move to put his head between her legs, but felt Carol's hands in his hair, stopping him. "Don't," she said softly.

Daryl sat up, "Why? Please? I want to…" It was far more than want by that point.

"You want to? Really?" Carol asked him shyly. "Are you sure?"

Daryl smiled with relief, she was just concerned about him. "Relax," he said easily. "Don't be afraid to let me know what you like," Daryl added, a bit bashfully, though he hoped she would help him make sure she was thoroughly enjoying it. Going down on her, while his intent was to pleasure Carol, was a bit selfish because he wanted it so badly. It was a strange circle of logic where he was getting pleasure from giving her pleasure, but all that mattered in the end was Carol enjoying it.

Daryl wasn't exactly sure what he was doing. He'd only given oral sex a couple of times before. Merle talked about it all the time so he'd tried it, but just found the woman to be rather annoying and take way too long to come. Of course he assumed he was doing something wrong and didn't try it again for a long time. The next time seemed better, but it still took forever when he really just wanted to get off himself. With Carol, even if it took all night it didn't matter, he would enjoy every second.

He started by kissing the inside of her thighs and felt her shudder against him. Well that's definitely a good start, Daryl thought. He moved the kisses to her slit, starting at the top and working his way down lower, finally darting out his tongue for his first lick. "Oh God," she moaned the second he made contact. She was fucking wet with desire already and he gathered up some of her juices on his tongue as he licked. The taste and the smell was making him crazy. He delved deeper with his tongue, flicking it over her folds and delicate, sensitive areas. Carol was making tiny gasping noises, maybe even panting, as he moved over her. Daryl avoided her clit at first. He remembered Merle said something about making sure she was fully aroused before you go there. Daryl also remembered him mention something about getting a couple fingers inside her as well. He mostly ignored all Merle's sex talk, but perhaps the fleeting memories would come in handy this time.

Carol was practically squirming and Daryl decided it was time. He spread her enough to get his tongue into the right spot and licked gently. Her entire body jumped and Carol cried out, "Jesus, holy shit…" He licked a couple more times, eliciting a similar response. Daryl had no idea how he knew, women were mostly a mystery to him, but he was sure Carol was going to come soon. Taking Merle's suggestion he moved two fingers over her opening, getting them wet with her moisture to lubricate them, then slipped them inside her. Immediately Carol bucked her hips into his hand, pushing against him, moving his fingers even deeper inside her. "Mmm… fuck…" she moaned as he slipped his fingers in and out while he continued to lick her swollen nub. "Oh god… oh god…." She cried, in a high pitched voice. Daryl switched from licking to sucking and almost instantly Carol's body jerked. He could feel a flood of moisture on his fingers and her body started to contract and tighten. Daryl sat up so he could watch her face. Carol was clutching the bed, sheets bawled up in both fists. She looked like she was in pain and Daryl panicked for a second, until he realized it was just intense pleasure. Her face was beautifully contorted and he watched her experience the entire orgasm, from start to finish until her eyes fluttered open to look at him.

There were tears and Daryl started to freak out, "Fuck, are you okay? Did I hurt you? What's wrong?"

Carol reached for him, shaking her head. "No, no, not at all… that was… it was so amazing," her cheeks were rosy with heat, her face still flushed with desire. "I've never felt anything like that before… seriously." Carol hugged him and Daryl could feel the moisture of her tears against his shoulder. "Thank you," she whispered in his ear.

Her words instantly made him feel better and gave Daryl the boost of confidence he really needed. He stood up and started to undo his pants. "That's just the beginning," Daryl replied, his voice low and filled with lust. Carol smiled, sitting up so her face was level with his waist. She pushed his hands away and took over. As her hands brushed his erection, even through the material, Daryl's entire body ached for her touch. He was ready. So fucking ready.