Disclaimer: I do not own The Walking Dead. I only own this story idea.

A/N: This chapter is pure smut. This version of Daryl and Carol may be a stretch from reality for some people but I wanted to focus on both their issues. His with actual intimacy versus just sex. Her with intimacy and being sexual stifled in her marriage. I hope you like it. The chapter is a little lengthy so much so that I divided it into two chapters.

Nothern Games

Chapter 7

Daryl pulled back, reluctantly. His lips slipping off hers. His tongue glided across his own lips savoring the lingering taste of her on his mouth. His eyes closed, his breathing rapid and discordant. "Ya shakin'," he whispered as he stood face to face with her.

Carol's eyes remained closed. "I'm fine," she whispered her words slipping out between heady breaths, they were inches apart. She could feel his words on her face.

"Ya know there's no rush or anythin'," Daryl said as he tired to steady his own breathing. "I can wait. We can wait." Please don't make me wait.

Carol's eyes opened, her gaze fixed on him. "I don't want to wait." Her voice was strained, laced with want and need.

Daryl's eyes opened at the need in her voice. He looked down at her flushed face. Her cheeks blazed with crimson. He ran his hands up and down her arms, feeling the tremble in them. "Are ya sure?"

Carol nodded and swallowed hard as she stared into his hooded gaze. His eyes were dilated and with every heated breath that she could feel on her face, his nostrils flared a little. It had been so long for her. It had been forever since she and Ed had been intimate. He had never looked at her the way Daryl was now, feral. A little sound erupted from the back of her throat. The look in those narrowed eyes. Oh my God, her entire body shook.

Daryl's hands lingered around her wrists. His thumbs began to rub at the inside of her wrists on each side, slowly. His own hands were shaking at this point. God, he couldn't remember the last time. It had been some random fuck,. They were all random fucks. He didn't like himself much for that but what could he say, it was all that he knew. All he could say now was that at least he had been safe with every one of them, always covered. The last thing he wanted was one of Merle's lovely antibiotic regimens. Carol was entirely different. Looking down at her that look on her face of hope, trust, and fucking something else he wasn't quite ready to name. He was coming fucking undone with her.

Carol's teeth sunk into her lower lip and she let out a breath . "Daryl?"

"God, Carol. Ya gotta stop that," Daryl southern drawl was even more pronounced with his building arousal.

"I..." Carol let go of her lower lip, her face heated. "I don't want to disappoint you."

Daryl's right hand moved quickly to cup her face, tilting her chin up. "What in the hell are ya talkin' about, woman?"

"I haven't been with anyone in a long time. I just...I don't want you to be disappointed." Carol tried to drop her gaze.

"Baby," Daryl whispered. "Look at me, Carol."

Carol looked up at him, unsure.

"You could never disappoint me. Ever." Daryl admonished.

"Ed was disappointed," Carol whispered.

Daryl traced the outline of her cheek with his thumb reveling in the softness under his roughened skin, she was so soft everywhere. "Ed was an asshole."

Carol smiled and turned her head to his hand. She kissed his trailing thumb softly.

Daryl groaned, his eyes closing. His thumb grazed her lower lip, trailing along the slickness.

Carol shivered at the feel of calloused thumb along her lip. It's texture, all man. He was barely touching her yet she already felt an exquisite ache building up between her thighs. The sensation was unfamiliar and unexpected, it had her heart racing. She feared she might not survive Daryl Dixon's touch let alone anything else.

Daryl backed them up to the bed. His eyes studied hers, carefully. He didn't want any uncertainty because once they started, he knew there would be no stopping. Impulsively, he dropped a kiss on the tip of her nose before nuzzling his nose against hers. Where the fuck did that come from? Shit. It was way too intimate. He chanced a look into her blue eyes. Daryl's chest tightened with an unfamiliar sensation. What was this woman doing to him?

Carol was drowning. Daryl's touch was so gentle and loving so unexpected. Shit. She wasn't supposed to feel like this. The ache between her legs, yes. The ache in her heart, no. Oh god, what was he doing to her?

Daryl's hand glided back up her arm slowly while the other stroked her cheek. His fingers moved along the smooth skin of her arm feeling the trail of goosebumps and raised hairs in his wake. He cupped her face with both hands, lifting it to his. He kissed her mouth. Her lips were warm and pliant beneath his. He sucked her lower lip between his. His teeth sunk into the swollen, softness.

Carol whimpered.

Daryl repeated the gesture just for that fucking sound. It resonated all the way to his groin. Daryl growled his fingers sliding around to grasp the back of her tiny neck while his mouth slanted to fully capture hers. His tongue slid in hungry and eager taking no prisoners.

Carol's hands flew up grasping at his upper arms, her fingernails dug into the taunt curvature of muscles. She had never been kissed like this, like he wanted to devour her. Wet. Hungry. No restraint. She struggled to keep up.

Daryl dropped his hands from her face and neck. One hand slipped around to her back pulling her flush against him while the other braced them as they lowered to the bed. Their mouths continued to move against each other, air seemingly unimportant. Daryl groaned into her mouth as they landed horizontally on the bed.

Carol slid her hands up his biceps, her fingertips trailing along his collarbone until her hands found their destination winding into his hair. His mouth continued to assault hers, a contradiction in terms, gentle and rough.

Daryl shifted easing her legs apart with his legs. Knees first wiggling in between hers making space, thighs pushing her legs farther apart. Daryl hips jerked forward in response to soft warm space now afforded him. His hands slid down her sides over her slight hips down to her thighs, he tugged.

Carol's legs wrapped around his hips, she really needed no urging. Her pelvis arched upward like the water rushing to meet the hardness of the shore, his shore. She tugged at his hair, involuntarily.

Daryl pressed downward with each upward thrust of her pelvis. Oh this was so good. His dick throbbed and jerked. Fuck. He rocked his hips frantically against hers. Oh shit! He gasped and wrenched his mouth free. "Oh! God! Carol, baby...you feel so good!"

Carol's eyes opened in surprise. She watched his face contort and his eyes closed as he came.

Daryl grunted. Shit...shit...he just fucking came from dry humping her. He didn't even have his fucking pants off. He needed to say something but right now his brain was like mud.

Carol caressed his neck. She lifted her head and sucked his upper lip between hers. She smiled as he kissed her softly before pulling back.

Daryl moaned and dropped his head into her neck. "Sorry. God, Carol. I want you so much...I just couldn't."

"It's okay," Carol whispered as she caressed his neck.

Daryl lifted his head. His premature release had only taken the edge off. He pressed his pelvis to hers making sure that she knew that they were nowhere near finished.

Carol swallowed hard, feeling his thrust. Oh God. He was still hard. Hard and big from the feel of him pressing into her.

Daryl's hungry mouth descended on hers once again though this time the kisses were languid, building back up. His hands caressed her thighs, squeezing them through her pants before moving higher.

Carol felt Daryl's hands burning a path up her thighs, squeezing her hips. His fingers splayed pushing up under the hem of her shirt. She gasped as his hot fingers slid along her bare skin, their calloused tips exploring.

Her skin was so soft, Daryl quite literally wanted to cry at the feel of it under his hands. Soft and warm. His hands began their exploration of her topography, he rubbed across her abdomen with his knuckles rewarded with a tremble. Fuck. She was so fucking responsive.

Carol tried to stop shaking from his touch, tried to stop gasping in pleasure then his mouth moved to her neck. He licked then sucked at the skin causing her hips to launch off the bed. Her thoughts were frantic. She needed more. More touching. More skin. Her hands slipped from his hair downward. She moved them to his back underneath his shirt. His skin was was hot, damp with sweat, and so taunt underneath her hands. The muscles of his back flexed as his body moved on top of hers. His knuckles grazed her abdomen and she trembled with want. She needed to get herself and her body under control. She didn't want Daryl to think she was scared even though she was on some level. She was terrified of her body's reaction to his, the utter lack of control that was now surfacing. She was going to embarrass herself with him, she could feel it in her bones. He was going to know that Ed was the only one that was for all intents and purposes she was a virgin to the sensations and emotions that he was ripping from her body. God, she had never even had an orgasm before.

Daryl's hand curved around her rib cage sliding higher and higher. His mouth nipped at the soft skin at the base of her throat. "So fuckin delicious," he muttered.

Carol was lifting her upper body now as his hands moved higher. She was arching for them.

Daryl's fingers slid over her bra and he stopped. His breath caught in his throat feeling the soft mound beneath his hand. He squeezed lightly then not so lightly earning another sexy sound from her. He lifted his head to look down at her. Her eyes were closed and her face was flushed pink. Her lips parted as she panted out little breaths. Fuck if that didn't make his dick harder. Fuckin sexiest thing, he had ever seen. His fingers curled around the cup of her bra tugging it downward. His palm rolled over her breast feeling the distended pebble.

"Oh God," Carol moaned as her head lulled to the side.

Daryl tugged at her shirt with the other hand almost frantic now. "Car..baby...your shirt...now...off."

Carol barely acknowledged his words or actions her mind was already beyond processing anything but the feel of him. She felt her shirt slide over her head then she was only in her bra with one cup tugged down exposing her breast.

"So beautiful," Daryl crooned. His thumb grazed her hardened peak. It was a breathtaking pink shade sitting atop her breast. He tugged lightly capturing it between his finger and thumb.

Carol cried out her teeth sinking into her lower lip.

Daryl's mouth watered with need, he leaned down cupping and lifting her breast to his ready mouth. His tongue ran around the now wrinkled pink skin that surrounded the precious bud in the middle. He licked the distended peak his tongue greedy.

Carol's body pressed upward. His tongue moved over her nipple, wet, warm, and slightly rough. Her nails tightened on his lower back.

"Mmmm," Daryl muttered. "So fuckin' delicious. So good. Baby."

Carol listened to the litany of words escaping Daryl's mouth as his tongue played with her breast. It had to be the most words that he had spoken to her, ever. She would not have guessed that Daryl Dixon would be so vocal in the bedroom. Oh God. He was suckling her nipple. She felt it all the to her core and then some.

Daryl's other hand slid underneath to her back trying to one handed release her bra clasp. He tugged hard. He was gonna rip that fucking thing in two if it didn't come off.

Carol was panting. The things that man could do with his tongue. Then, he tugged at her nipple with his teeth. Carol jerked back at the sensation and warmth that coursed down her body pooling between her legs.

Daryl looked at her, his face flushed with arousal. "Did I hurt ya?"

Carol shook her head from side to side, her heart was pounding.

"Carol, what is it?" Daryl said, a look of alarm crossed his face. He didn't know what this was. Did she want to stop? He was gonna cry if she wanted to stop. Real honest to goodness tears, he was sure.

Carol closed her eyes. She swallowed hard. "I don't know."

"Talk to me," Daryl whispered his hand moving to her face. "Come on, baby. Talk to me."

Carol opened her eyes. "I almost came."

Her words were so low that Daryl was not entirely sure that he heard them correctly. "What baby?"

"I almost came," Carol's hands moved to cover her face. "Oh God."

"Baby," Daryl peeled her hands back. "That is nothin' to be embarrassed about. If I have anything to say about ya gonna be comin' for hours."

"Oh God. You don't understand," Carol whispered her eyes remained shut. Did he really just say hours? Holy shit!

"What?" Daryl asked as he got even more confused.

"I never have," Carol's eyes met his, warily.

"Never what?" Daryl asked, he had to hear her say the words.

"I never orgasmed. Ever." Carol blushed, crimson.

Holy fuckin hell. She never? Her husband really was an asshole, Daryl couldn't help but relish the idea that he could be the first. "It's okay," Daryl whispered. "We can go as slow as ya want, okay?"

Carol nodded. She felt so backwards. She had never orgasmed and according to Ed she had sucked at sex. Daryl was probably regretting this already.

Daryl continued to study her face, he wasn't entirely sure what to say. He could tell she was still worried. He just wasn't used to this much talking certainly not during sex. He wasn't used to this tug in his heart, this need to reassure her. "Somethin' else, botherin' ya?"

Carol shook her head avoiding his eyes.

"Carol," Daryl said.

"I suck at this,"'Carol whispered, her eyes rolled to the ceiling.

"Ya, I guess me comin' in my pants was a fluke," Daryl smirked. "Ya know since ya so bad at it and all."

Carol's face flushed. She looked up at him. He was smiling at her.

Daryl kissed her softly, a deep suctioning kiss. He lifted his lips just millimeters from hers. "I want ya so much, Carol. I. Want. You."

Carol shivered. "Ed-"

"Ed was an asshole," Daryl grimaced. "What did he say to you?"

"He said I was really bad at it," Carol whispered as her face paled.

Daryl could barely contain his anger. That fucker. His whole body trembled with a different emotion than before. "What exactly did he say to ya?"

Carol shook her head. She could not share this with him. It hurt to much to admit such a intimate failure in her marriage, her own failure as a women. She felt a tear slide down her cheek. Oh God. Do not cry.

"Hey," Daryl whispered catching her tear with his thumb. "None of that, baby. Please tell me."

Carol shook her head, her lips pressed tightly together. She was scared to death if she opened them she would burst into tears.

"Please, Carol." Daryl said as he tilted her face toward him.

Carol swallowed hard. "He...we stopped having sex the last year or so. He got really frustrated with me. He said I made it uncomfortable for him. He said I was too tight, too small. It was over so fast each time and he would get mad at me. It got really ugly the last time." The words tumbled out one after another.

Daryl was stunned. That asshole couldn't hold his wad so he made her think something was wrong with her. He hit her because he couldn't keep it up if Ed wasn't already walker bait, he would've kiled him. How he could explain to her that it wasn't her fault because he really needed to erase that look on her face. She looked ashamed.

"Carol," Daryl swallowed hard suddenly wishing that he was better at this stuff. "Baby, you weren't the problem."

"Yes. Yes, I was." Carol reiterated.

"No, you weren't." Daryl whispered. "He had the problem. He was embarrassed cause he couldn't hold his erection. It felt too good. You felt too good."

"He said I was too tight that it was not comfortable." Carol whispered back.

Daryl groaned. "Baby, it is never too tight for a man."

Carol looked up at him. Daryl's cheeks were more than a little red. "Really?"

Daryl nodded unable to say anything more his mind had already gone where it shouldn't have his groin tightening at the idea.

Carol ran her fingers slowly down the length of his face feeling the unshaven stubble. "Thank you."

Daryl shook his head. "What are ya thankin' me for?"

Carol smiled, softly. "For being you, Daryl Dixon."

His eyes clouded over with emotion.

Carol raised up on one elbow sliding her other hand behind her back. She unclasped her bra her hand coming back around to slip it off.

Daryl's hand stopped hers. "I got this," he whispered as he eased her bra down her arms. He moved slowly, savoring. He growled looking down at her already exposed nipple wet from his mouth. He watched as her other pale breast came into view. "God, ya beautiful."

Carol bit her lip as he pulled her bra completely off over her wrists. "I think you're overdressed," Carol whispered as she laid flat back on the bed. She tugged playfully at his shirt hem.

Daryl gave her a crooked smile before reaching back and pulling his shirt off one-handed.

Carol's eyes widened. He was beautiful. His body sculpted from years of hard work. A sprinkling of light brown hair decorated his upper chest. His waist curved into that delectable vee that body builders strived for. Her hands trembled as she placed them against his lower abdomen. She felt him tense in anticipation, his muscles quivered as she splayed her hands on his abdomen.

Daryl's mouth dropped open and his breathing accelerated as Carol's small hands began to delicately explore his chest. His body tensed and shook under her fingers. Fuck, it wasn't like he had never been touched before by a woman. What the hell was wrong with him. Her hands moved almost reverently over his abdomen then up to his pectorals and over to his arms.

"Daryl," Carol breathed his name.

Daryl groaned as he dropped down on her again capturing her mouth.

They kissed and rocked together until is was just too much. Hands began moving and exploring more southern territory. Carol slipped her hands down the back of Daryl's pants meeting bare skin. "Oh," she whispered as she clutched at his ass.

Daryl's hand had wedged between them pushing lower and lower until he cupped her, there. "Fuck."

Carol thrust into his hand.

Daryl ran his thumb up and down the seam of her pants. He could feel a dampness there that had nothin do with sweat.

A/N: Part II Southern Games, a tad more risque. If you want?