Disclaimer: I don't own AMC's The Walking Dead or any of its characters, wishful thinking aside.

Authors Note #1: This story is meant to fit during the latter half of season three, in Woodsbury, after "It's a Sorrowful life" but before the season finale. This will probably be proven very much AU when the season finale airs but hey, a girl can dream right? – Either way, consider this what I hope will happen in regards to Milton's character in the finale.

Warnings: Contains season three spoilers, references to Milton and the Governor's background, adult language, mature content, and well, smut.

Radioactive

Chapter 2

In fact, it didn't take much to realize that they were in for it. Because within a quarter of an hour, they'd slowed to a crawl, slipping in the mud and wet grass until neither of them were sure where one clap of thunder ended and the other began. Soon the rain had slicked back his hair and rendered even his glasses useless, forcing him to stow them in his pocket and squint into the distance as his near-sightedness turned the trees and bushes at the far edge of the clearing into shapeless blobs of undefined color and impossible depth.

They kept going until the rain had soaked clear through his clothes and had started running down the creases underneath his briefs. Making him feel half-drowned and decidedly soggy as he wrung out his collar and batted hair out of his eyes, forcing the soaked tendrils off his face as a few random strands began curling at his temples. Giving him flashbacks to fifth grade and that one terrible haircut that'd made his hair curl up into tight little pin curls all over his head. Just like his mothers used to in high summer.

Only Andrea kept looking back at him like she'd never seen him before, gaze lingering and intense as he ran his fingers through his hair and straightened the straps on his backpack. Not quite sure what to make of the sudden attention as he plucked unhappily at his dripping jumper, trying in vain to pull it away from his skin as the sodden material clung to every curve, highlighting every dimple, dent, and arc as the hard line of his belt bit into his navel.

It wasn't until the downpour began edging towards torrential that he finally put his foot down, tugging Andrea by elbow as they skidded to stop underneath the branches of a scraggly looking willow. He had to lean in until his lips were practically pressed against the shell of her ear, struggling to be heard amidst the thunder and rain as water streamed off their clothes with a volume that seemed to rival that of Niagara Falls itself.

"We have to stop!" He yelled, backpack hanging precariously off of one shoulder as he wiped rainwater out of his eyes.

"We're so close!" She insisted, "Maybe two miles from the main gates," only proving his point when she nearly inhaled a lungful of water in the process.

"He can't follow us over open ground with the weather being like this right now anyway. Most of the vehicles have all seasons – not enough traction if they get caught in the mud! He won't risk wiping out his only mode of transportation this far away from town," he pointed out.

"Fine, we'll rest here for fifteen minutes. And if the storm hasn't cleared, we carry on regardless. He might not be able to follow us across land, but he can stake out the main roads along the way and depending on the direction could even cut us off before we reach the fence," she said decisively.

He nodded in response, pathetically grateful for the reprieve as he pointed towards a mostly sheltered overhang, settled underneath a small carne of rocks and a massive oak before he angled towards it. Andrea hit the dirt with barely a pause and he wasn't long to follow. Mindless of the mud and gunk he sank down against the scarred truck, muscles trembling as he struggled out of his pack and slumped against the uneven bark.

He wasn't sure what prompted it, but as he collapsed against the tree, thighs burning and chest still heaving, she was on him before he could even so much as blink. Trembling hands unzipping the front of his sweater and pulling it right over his head before he could fully process the movement. Making him splutter and balk as a thin stream of water dribbled down from his hairline.

She dropped the soaked garment behind her with an audible splat. The movement careless yet still strangely graceful as she set the gun off to the side and moved in close. Too close. He was surprised by how little he actually protested when she started on the buttons of his dress shirt.

"…Wha-what are you doing?" He managed. Nearly biting off his own tongue when her thighs slid between his, leaving no secret to her interest as she pushed her knee gently into the cradle of his thighs, firm but ripe with intent as he twitched backwards. Squirming in place as the unexpected friction, coupled with his wet clothes had his cock stirring in interest, confined and uncomfortable as it pressed up against the unforgiving denim.

"Shush," she murmured.

"You don't have to-merfgh!" He began, only to be cut off in mid-word as she leaned forward, bracing one of her hands up against the trunk and the other into his hair as she took advantage of his distraction and struck.

She swallowed his watery meep of surprise with a closed mouthed kiss. Eager, yet tentative, as if she was expecting him recoil or push her away. As it turned out, she shouldn't have worried.

"I want to. I need to. I need to feel somethi-" She explained, half panting as she shrugged off her vest and peeled off her thin white t-shirt with hardly a second of hesitation. Bra askew, and straps tangling as his fingers sunk into the curve of her spine - nearly coming undone right then and there as her breasts grazed across his forearm.

But he didn't even let her finish, because suddenly, before he could think it through, he found himself surging up into her with everything he had - mirroring her words a thousand fold as he yanked her down by the elbows and kissed her.

Because suddenly he wanted it all, her, this, the thunder rolling out overhead - even the growing chance of electrocution they were risking by resting underneath what was undoubtedly the tallest tree in nearly a mile. He wanted this desperate, frantic struggle as their teeth clashed together and he still couldn't figure out where to put this hands. He wanted more of the pine needles digging into his palms and the blood welling up between his fingers as a dozen different half-healed nicks and cuts split open under the pressure.

Because he understood, he needed to need something, someone. And much like her, he found that he just couldn't wait.

He'd always been so careful. Timid and maybe even a touch shy if he was being honest with himself. But now he didn't want to be anything like himself. He didn't want to be anything like the Milton Mamet that had woken up at the end of the world and realized he had remarkably little to show for it. He didn't want to be the man that had shunned people for science and given up chances for love and attraction in favor of the next big breakthrough. Nor did he want to be reminded of the Milton who had telecommuted to work rather than interact with people. Telling the same lie over and over again when people had asked why he didn't just get an apartment in the city or move closer to work - content in his simple, scheduled existence until he was suddenly faced with the realization that he didn't really like that person at all.

Because for right now, he wanted to be the Milton that Andrea wanted. The Milton that wanted everything she was willing to give him and not regret it later. He wanted it hard and fast and unnecessarily rough so that it felt nothing like himself at all. He wanted to feel it. Not just in his mind but buzzing underneath his skin. Unjaded and electric as the mere memory was enough to make him catch his breath.

Somewhere along the line - seemingly without his consent, his hand had found its way into her pants, fingers still stinging from where he'd unsnapped the button of her jeans and ripped down the zipper. Moving with more confidence than he felt as he thumbed aside her panties and made a few quick circles around her clit, rough edged and unpracticed as he used his free hand to bridge the last few inches that remained between them. Unable to stop himself from thrusting up in time as she soaked his hand right to the wrist, slick and warm around him as she gushed over his fingers with a surprised squeal. Nerve endings alive with the sensation as she contracted around his hand, soft flesh fluttering around the pads of his fingers as he slapped his hand over her mouth just in time, muffling her shriek of pleasure as a bolt of lightning lit up the premature dark.

There was a roaring in his ears that he figured he should probably be more concerned about than he actually was. Only there was no time and the sound of movement rustling through the bushes to the left was making this both the most exciting and exceedingly stupid thing he'd probably ever done in his entire life. Yet he couldn't quite bring himself to care. Not about the rain, the dirt, or the bits of forest that he'd probably be picking out of his skin for at least a week. Not when she was bearing down on his fingers, treating him to such a smooth glide that he figured it had to be illegal somewhere.

And despite the fact that this really wasn't the right time or place to be doing this, she certainly didn't seem to mind. Or even care one way or another if the way she was bucking up against him was any indication. Desperate and panting for it as he yanked the waistband of her panties clear down the curve of her hip. Hearing something rip along the way as his free hand curled around her ponytail and brought her down for a brutal kiss - all clashing teeth and too eager tongues as he rolled the nub of her clit between his thumb and forefinger. Sucking a bruise into delicate flush of her throat, giving as good as he got when she returned the favor - exercising himself of a lifetime of playing it safe as he groaned in pleasure.

He didn't know how it could be enough at this angle, but when he crooked his fingers and mashed down on her clit, she came with all the temerity of a god damned freight train. All soft, warm and wet – but with a grip like a vice as she soaked his hand to the wrist and she muffled her cry into the crook of his neck, making him groan in spite of himself as she bottomed out and sunk her nails into his shoulders.

Jesus, fuc-

She pulled free of his fingers with a liquidity sounding squelch and a moan that made his dick twitch. Leaving him thrusting into empty air in a vain attempt to get some sort of friction as she clambered off him and nearly wiped out in the muddy earth.

"Shhh, I've got you." She hummed, pulling her pants up one handed as she fell to her knees in front of him. Her blue eyes bright and decidedly wicked as she took him in hand and swirled her thumb through the pool of pre-come that had collected on the tip, pressing down until his hips stuttered.

He held back a whimper as her tongue ran across her lower lip, all sensual and teasing as his spine curled inward, away from the rough bark and pungent sap as she curled her hand around the base of his cock and lowered her head. She nearly gave him a god damned heart attack as her tongue flicked out to taste him. The action coy and downright deliberate as her eyes darted up to meet his gaze. Fixing him with a knowing look and a pleased smile when he moaned in response, the echoes swallowed by a convenient crack of thunder as she took him in her mouth and sucked him down to the root.

And when he came, spilling over her fingers with a shallow, surprised sounding gasp, muttering half-formed words into her curls as he failed to hold back the strangled whine that issued from the back of his throat, he could have sworn that he smelled gasoline.

A/N #1: Thank you for reading. Please let me know what you think! Reviews and constructive critiquing are love! – This is my first Milton-centric story and the first I have written for the pairing, so feedback would be much appreciated! Hope you enjoyed! - I also want to take a moment and thank all my reviewers for this story. Each and every one was absolutely cherished, I realize that Milton/Andrea is a tiny ship...more like a dingy really, so it is amazing to have gotten the feedback I did for this story. I am glad to know that I'm not the only one out there that has been drawn to this pair!

"You cannot teach a man anything; you can only find it within yourself." – Galileo Galilei