Oh man. I was intending to write a whole sexytimes scene but the beginning alone ended up being 3k words so I decided to break it up into two chapters. I really appreciate everyone who took the time to read and review my first chapter, and as this is my first fic it is super helpful to me to read your responses. This one is definitely smuttier than the last one but I hope I captured their characters decently. I'm trying to keep it as "real" as possible. Please let me know what you think of this one, and stay tuned for SexyTimes Part II coming up next.


Carol sat on the edge of the bed, towel still wrapped around her as water from her hair dripped onto her shoulders. Daryl rummaged around in the drawers of her bedroom, trying to find some suitable pajamas as well as hopefully a shirt and shorts for himself. He tossed a t-shirt and plaid pajama pants next to her on the bed her, along with a pair of clean underwear that turned his cheeks pink. He pulled a shirt over himself and shyly turned away as he quickly stripped off his soaking boxers and pulled on a clean pair he had found in the closet. When he turned around Carol was still in her towel and was holding her head in her hands.

"Hey," Daryl said, moving over to her. "Ya good?"

Carol sighed, looking up. "I'm just tired, Daryl. Just so fucking tired."

Her use of a curse word startled him, he wasn't accustomed to hearing her swear though he found it oddly refreshing. This really was the real, raw Carol. Someone he hadn't seen in a long time. Daryl knelt down in front of her and pulled the oversized t-shirt over her head, tugging her towel down only after the shirt had settled around her hips.

"Bet you could use a good sleep," he murmured as he slid the underwear and pajama pants up her legs, though he knew she wasn't talking about sleeping. He turned away modestly as she wiggled them over her hips.

"Will you stay?" she asked, tentatively placing her palm against his cheek.

Daryl met her pleading eyes.

"'Course I will. If you need anything at all you just holler down to me, alright?" he indicated towards the stairs, intending to sleep on the couch.

Carol shook her head and asked in a quiet voice, "No, Daryl… stay here with me? Please?"

Daryl's heart caught in his throat and he vaguely thought that she could persuade him to do anything with that voice. He placed a quick chaste kiss on her forehead as he stood up.

"Told ya, didn't I? Anything you need," he said as he turned the covers down behind her and lightly guided her down to the bed, pulling the blankets up around her like a child. He turned her bedside light on and the overhead one off, then made his way to the other side of the bed where he propped his rifle against the nightstand and put his sheathed knife under his pillowcase before glancing over at Carol. She was curled up on her side facing away from him, though she looked back at him and gave a faint smile. It was all the encouragement he needed to slide under the blankets himself and snake an arm around her waist. He gently pulled her into the curve of his body, afraid of hurting her yet needing her closer. She adjusted her head and he slid his other arm under her neck like a pillow, enveloping her in a tight hug from behind. His heart was racing and he was hyperaware of every little shift, every little movement she made. Her contented sigh caused his chest to swell, and he had to fight hard to resist every nerve ending in his body that was telling him to do anything but remain still. She took hold of his hand that was wrapped over her and laced their fingers together, bringing them up to rest below her chin.

Daryl nuzzled his face into the back of her neck and breathed in her clean, soapy, yet unmistakably Carol scent. Her confession was still weighing on his mind, though not because he thought her a monster, as she was afraid of. He wanted desperately to find a way to make her understand that this was how they had to live in this next world. He wished he could shoulder all the baggage she carried if it would help her realize that in a world full of good people and bad people, she was still one of the good ones. Carol shifted abruptly, rolling onto her back with her face turned so it was inches from his. He looked over her sleepy eyes, her forehead lines, the light freckles on her nose and wanted nothing more than to erase all the stress and worry she carried in her tired face. She brought her hand up to stroke his cheek and the hair on his chin, then moved down to trace his neck as she spoke.

"Anything?" she whispered. "Anything I need?"

Daryl nodded apprehensively. Carol rolled further onto her side so she completely faced him. She moved her hand from his neck purposefully down the front of his shirt and slid her fingers up the hem of his shirt to spread against his solid lower stomach. Her eyes never left his face as she ran her thumb just under the waistband of his boxer shorts. He closed his eyes and involuntarily let out a heavy breath.

"I need this, Daryl," she breathed, lips brushing just over his own but not making contact.

Daryl had to fight every natural urge in his body so hard it was almost painful as he rolled away onto his back.

"Carol," he moaned as she tried to move lower, but was stopped by his hand. She did not change her expression, but looked to him for an explanation. He closed his eyes, unable to look back at her.

"Carol, I… I'll do anything, I will. An' I can't pretend that I don't wanna. But I can't… I don't wanna be just a cheap fuck to you." He couldn't believe the words that were coming out of his mouth, rejecting the beautiful and willing woman beside him that had secretly wanted for so long.

Carol sidled closer to him and raised herself on her elbow. "Is that what you think?" she asked, tone neutral.

Daryl pressed the heels of his hands to his eyes and shook his head, wondering how the hell he'd gotten himself into such a predicament. "No, I… I just thought that, you know, you and Tobin-" but Carol cut him off.

"Tobin," she said firmly, "Is a good man. And maybe in some other world, he and I… I don't know. But frankly, he doesn't know shit about shit," she said, echoing Abraham's words from when they had first arrived. She pulled Daryl's hands away from his eyes and intertwined their fingers. "He think I'm who he wants me to be. But you know me, Daryl." Her tone softened as she said, "and you're not a cheap fuck." She gently brushed his hair from his eyes and moved closer to him. "I've wanted this since you found me in that cell, since you stopped me from leaving, since you tried so hard to find Sophia."

Daryl's heart broke at her mention of Sophia and he could feel his resolve start to crumble. "I just thought you two were already shackin' up is all," he said weakly, trying not to betray just how much the thought had bothered him over the past few weeks.

"No," Carol said firmly, and left the discussion of Tobin at that. "I'm tired of pretending that nothing is happening here. Either one of us could die every day, and I'm tired of acting like we don't mean something to each other when we don't know if we're going to be alive tomorrow. I miss you, Daryl," she said, softly touching his face.

Emboldened by the news that Carol had not in fact been falling for Tobin, Daryl propped himself up onto his elbows in a half sitting position. He allowed her to trace her hand back down his chest and when she reached the waistband of his boxers he once again gripped her wrist, but this time carefully twisted her onto her back. He rolled on top of her and his heavy eyes raked over her face and body. He was keenly aware that what he was about to do was going to change everything. His eyes went from her eyes to her lips and back again.

"You sure?" he asked, his voice husky with anticipation.

Carol responded by wrapping a hand around the back of his head like she had when she had kissed him before on the forehead, but this time brought his face down evenly with hers. Daryl had never known why people equated kissing with fireworks until the moment their lips met. She was so soft and small and warm and inviting beneath him and her furiously kissed her back, the sweet taste of her tongue almost enough to send him over the edge right there. He pulled back, breaking their kiss and panting heavily. She squirmed under him, urging him closer with her legs and the hand still behind his head. He resisted, though he had no idea how. If he was going to do it, he decided, he was going to do it right and make it good for her. He was going to make her feel loved and important and worthy if it was the last thing he did. He lowered his lips to hers and gave her a few soft pecks before trailing kisses up to her ear where he found a soft spot behind her ear that made her gasp. He made a mental note to return to that spot and alternated soft nipping with kisses as he made his way down the curve of her jaw and down her neck to her collarbone. Carol's heavy breaths turned into whimpers as she clutched at his neck and shoulders which gave him the confidence to run his hands up from her hips, feeling out the curves of her body and taking her shirt with it. He sat back on his heels to pull the shirt over her head and took a moment to drink in her entire naked upper body displayed in front of him.

"Jesus, Carol," he breathed. He had already seen her in the bath, but this was entirely different. Before had been about making her comfortable, but now was about making her feel good. She shifted a bit, clearly uncomfortable with his lustful stare.

"Come back," she whined, trying to pull him closer with her legs.

"I can't have a second to look?" he said in a low tone, running his calloused hands over the smooth planes of her stomach and ribs.

"I know I'm not-" Carol began, but Daryl leaned down swiftly and silenced her with his lips.

"You're the most beautiful goddamn thing I've ever seen in my whole life," he drawled huskily, letting a hand brush over her breasts which caused her to suck in through her teeth. "An' don't you fuckin' forget it."

Daryl returned to where he had left off on her collarbone, kissing down her chest while pressing the hardening bulge in his boxers into her leg. He moved from one breast to the other, cradling the soft mounds in his hand while gently flicking at her nipples with his tongue. This made her tangle her hands in his hair and her soft whimpers turned into breathy moans as she arched her back towards him. Daryl continued to kiss a trail down her stomach, pausing to pay extra attention to her light stretch marks, before hooking his thumbs under her underwear. Before he could go any further however, he felt a tug at the top of his head. He looked up, wondering what the in the hell she could possibly want that was more important than what he was doing.

Her cheeks were burning as she said, "You don't have to do that, really. Come back up here."

Daryl didn't respond, instead he just looked at her like she was crazy and continued to slide her underwear and pajama pants down.

"Really," she said, more forceful this time and forcing him to look at her again. "I know men don't… I don't want you to feel obligated."

Daryl raised his eyebrows. "Woman," he said, his voice so close and so hot that she could feel it brush over the sensitive spot between her legs. "There ain't a fuckin' thing in this world I'd rather be doing and you're just gonna have to believe me."

Carol sighed in exasperation and laid her head back, though she made no further move to stop him. He took his time kissing all around the inside of her things and the top of the junction between her legs. She started moving her hips in anticipation, trying to get him to quit teasing her. He pulled back and gently parted her slick folds with his hand before placing a delicate kiss on the tiny nub that he knew would drive her crazy. She gasped as she tightened her grip on his hair, but her next breath caught in her throat as he surprised her by licking a swift, firm path right from her entrance to her clit. She threw her head back and emitted a low, guttural moan that boosted his confidence immensely. He obliged her desperate moans by swirling his tongue in little circles around her clit, careful to maintain a steady rhythm.

Daryl could count on one hand the number of times he had gone down on a woman, though never sober, but had never experienced this level of enjoyment and intimacy from it before. Her taste was intoxicating, her insistent moaning and squirming driving him crazier with each passing second. He stole a glance up at her naked body now bathed in moonlight from the window, and the sight of her holding her breast with the hand that wasn't firmly gripping his hair caused him to furiously increase his pace. He adjusted his weight and spread a hand on her stomach to brace himself. He could feel the muscles of her lower stomach start to contract and release as her moans became quieter but her breaths came faster. He realized she was close and the knowledge that he was about to bring her to orgasm sent a rush to his boxers and he bit back his own moan.

She threw a hand back onto the pillow and gripped it tight and her breathy pleas of, "God, Daryl, please, please," was enough to shift his attention from the aching in his jaw to her stomach muscles that were clenching with increasing intensity. Her breaths were coming quicker than before and goosebumps rose on her skin and Daryl knew she was right there. He willed himself to go harder and faster, trying to give her the push she so desperately needed. The increase in speed was just enough to send her tumbling over the edge of an earth-shattering orgasm, and he felt her stomach harden and she pulled the pillow over her face and cried out into it over and over, hands gripping his hair tight enough to bring tears to his eyes as she rode out wave after wave of pleasure. She shoved his head away abruptly and he sat up, looking over her limp, panting body with a reverence he had never experienced, hardly able to comprehend what had just happened.

Daryl tried to ignore the almost painful throbbing between his legs as he reached down to move the pillow from her face. Her cheeks were flushed, mouth half open as she tried to catch her breath. Her eyes fluttered open and found his, and she let out a tiny giggle as her face broke into a genuine smile. He laid down beside her, pulling her onto her side to rest her head on his chest and he decided he was content to leave their exploration at that if that was all she wanted. He would have to take care of himself later, but for the moment he was content to just hold Carol and enjoy her post-orgasm glow with her. Her breathing slowed as he traced lazy circles over her neck and back.

"Told ya," he murmured into her forehead, "Anythin'."

Carol's soft giggle turned into a full blown laughing fit which startled Daryl at first. He chuckled along with her but remained confused. How could a woman so broken less than an hour before be so light and happy all of a sudden? As if she had read his mind, Carol leaned into his chest and said,

"That was unbelievable. I've actually… I've never done that with someone. Finished like that."

Daryl frowned and looked at her. "Never?" he asked incredulously.

Carol shrugged. "My high school boyfriend never cared to try. And then there was Ed…" she trailed off. Daryl stiffened at the mention of her dirtbag ex-husband, but he said nothing.

"Well," he said, still tracing his fingers up and down her creamy smooth skin, "Glad I could be the first."

They laid there for a few moments, Carol still coming down from her high and Daryl still amazed at everything that had just transpired between them. Finally, Carol rolled onto her stomach, half on top of him.

"Carol, we don't have to-" he started to say, but Daryl was caught off guard by her sudden descension into the crook of his neck. She began to kiss and lick up and down both sides of his neck and jaw with a fury he didn't know she possessed and he was barely aware of the heavy groans passing his lips. She moved up to his face and kissed him deeply, pulling back only to whisper,

"Shut it, Daryl," a wicked gleam in her eye.