When they were finally in Daryl's room Carol breathed a sigh of relief. "I don't know how you deal with that," she muttered, taking a long deep breath.

"I'm gonna be honest," he admitted. "That bothered me, a lot."

"It did?" Carol was shocked. "Why? I figured you'd be used to it. Nothing scares you."

"I am used to it, but you're not," He said, moving closer to her. "I could see how anxious you were and it was my fault… My idea to go out… I'm so sorry." He paused.

She was truly touched by his concern, but it wasn't necessary. She didn't blame him at all. "No need to be sorry. I agreed to go and we couldn't plan for that to happen." His face didn't change, he was beating himself up over what happened and it was the last thing she wanted. "Hey, stop," she said in a tone that he couldn't help but pay attention to. "It's not on you. It's over. I'm fine. Let it go." He nodded, but not convincingly so she tried another approach.

"Okay fine, it was allllllll your fault, but you said you were gonna make it up to me, so…" She stepped into his arms and breathed into his ear, "I'm ready." Daryl pulled back and looked at her. He had that strange look in his eyes again, but Carol chalked it up to lingering concern for her well being. "You want me to leave the wig on?" she teased. "Maybe you were looking for a blonde tonight."

"Nope," he replied, releasing her to pull it off and toss it aside. "Much better," he said with a smile. "You're the only one I was looking for."

Carol narrowed her eyes, "What's wrong with you?" He was acting so strangely and she just couldn't place it.

"Does flattery ever work with you?" Daryl shook his head. "I'm complimenting you. Deal with it." Oh so that's what it was, a compliment. He enjoyed having sex with her and was willing to put off the possibility of others while she was there. That's all. But she could have swore there was more to it. Maybe he was just being extra attentive because he begged her to come. Yeah, that's likely it, Carol decided.

"You know flattery makes me all squirmy," she replied. "Not all of us enjoy being the center of attention."

"Well that was a cheap shot," Daryl grinned. "I can't help it if I'm loved."

"Loved, worshipped, stalked, obsessed over…" she muttered.

Daryl grabbed her and pulled her flush against him as she giggled. "Tonight I wanna love, worship, stalk and obsess over… you," he whispered in her ear, walking her backwards towards the bed. Before he could say another word Carol attacked his lips with a hungry kiss.

He responded, just as eagerly, but his kiss didn't have the same lusty edge that hers did and Carol picked up on it right away. She knew this time wasn't going to be anything like it was earlier when she first arrived in his room. She was all for changing things up… but when she drew back and realized he had that damn look again… she felt the panic start to rise. The one thing she hated more than anything was when she couldn't figure someone out. She knew Daryl. She knew him inside and out. She knew all his quirks and his faults and she adored him despite of them. She knew all the good, all his talents - well, now more than ever she realized with the new aspect to their friendship, and everything he was proud of. But this look on his face was so damn perplexing.

"What's wrong?" he asked. Fuck, that made her even more upset because he could clearly read her still. "Are you still upset about the mob?"

"No, no, I'm fine," Carol shook her head and smiled at him. Forget it. Quit over thinking, she told herself. Have fun - that's what this thing is all about. She reached for his shirt and they started to undress one another in turn. She was fine as long as she didn't look at him so Carol kept her eyes thoroughly distracted, which wasn't too difficult when Daryl was standing naked in front of her.

He moved her to the middle of the bed and it began. It wasn't at all like any other time they'd been together. There was that one other time that he was a bit different, but she'd figured that out and pushed it out of her mind. But what was happening was something on an entirely different level. It felt like… well, it felt like… he was… in love with her. When that thought entered her mind Carol went from terror to almost laughing out loud. What a stupid idea.

Daryl was just so completely different from any other man she'd ever been with. That's what it was. He was something unique and special. He had the ability to make a woman feel sexy one time and make her feel loved another. Ugh, Carol grumbled internally. She already promised herself she was gonna stop overthinking, yet her she was again, lost in her mind while Daryl was worshipping her body and she should have been enjoying every second of it.

He could tell. Carol realized that when he popped up from between her legs and gave her a strange look, then delicately kissed each of her hip bones before going back to what he was doing. This time she let herself go and focussed on how good his tongue felt, probing her and gently teasing her clit. He was delicate, yet extremely thorough and before long Carol had her hands on his head, her fingers twisted in his long hair, begging for everything he had.

She arched her back, lifting her hips off the bed, and squirming, trying to get every last little bit he had to give before it was over. Daryl flicked his tongue quickly over and over… and with one final shudder she exploded. Once again she was complete putty in his hands. It didn't matter what Daryl showed up - he always took her over the edge just like she wanted and needed.

Normally he would have been inside her, fucking her, taking what he needed before she even had a chance to recover, but instead when Carol opened her eyes he was lying beside her, holding her, caressing her body and watching her. Fuck, and there it was again… the look. She had to make it go away so she did the only thing she could think of - she took over.

Carol shoved him to his back and quickly got on top. The only disadvantage of her new plan was that she had to look at him and she wasn't ready to look at him. So she threw her head back and rode him. She didn't have to pretend it felt good because it did feel good, really good. But she did perhaps play it a little more dramatic than necessary to make the lack of eye contact believable.

Carol pressed her hands down on his hips, using his body for leverage as she grinded on him, taking him deep and rubbing her clit against his pelvis for extra pleasure. Daryl groaned and she smiled, opening her eyes and risking a look. His eyes were closed, she was safe and by the look on his face she was doing a really good job.

By working herself to a second orgasm she took Daryl over the edge with her. But her body was exhausted and sheened with sweat as she collapsed beside him. They were both silent, but the attentiveness Daryl had displayed earlier had returned. He was gently grazing her body with his fingertips, seemingly enjoying touching her even though her skin was damp.

"You said something tonight," Daryl spoke, breaking the silence. "Earlier you said nothing scares me. That's not true."

Carol smiled, his response was bound to be something crazy, but she asked anyway, "What scares you?"

"You," he said. Carol felt the smile melt off her face. "I'm terrified you're gonna break my heart."

"Wha… what do you mean?" Carol stammered as her blood started to boil inside her veins - always the first signs of a panic attack for her.

"How can you not know?" Daryl replied, shaking his head. "You've always been able to read me," he mumbled. "So if you can't see it, it has to mean you don't want to."

"What are you talking about?" Carol said, taking a deep breath to calm her anxiety and sitting up to look at him. "What don't I want to see?"

"That I'm in love with you," he said simply, as if it was the most natural thing in the world. But it wasn't simple for her. Carol's world was reeling, spinning, spiralling out of control. She felt dizzy and she couldn't see, couldn't speak. "Jesus, is it that terrifying? Am I that terrifying?"

When she got her focus what she saw just about broke her heart. Daryl's face was etched in pain. She was hurting him. She didn't want to hurt him. He didn't deserve it. She couldn't bear seeing that look on his face. "No…" she mumbled. "It's not you…" her voice trailed off. But it was him. He was the problem. Daryl was the problem because this wasn't him. This wasn't the Daryl she knew. The Daryl she knew was a huge flirt. He loved sex and had one night stands. He slept with a lot of woman - more than she even wanted to know about. He wasn't looking to settle down or fall in love… but somehow, apparently, he had. And now it was on her. "How did this happen?" she whispered.

Daryl smiled. God, his smile was so beautiful and it made her heart ache in a completely different way. "I don't fall in love easily," he started. "I don't. I've avoided it for years." Carol looked at his face and into his eyes. Now she knew what that look was and it wasn't terrifying anymore, but still scary. She knew he was right about one thing. She hadn't wanted to see it because she couldn't fathom the possibility of it being true. "When I do fall though… I fall hard," he admitted. "And well… I've fallen for you," he said, reaching for her hand. Carol let him take it and enjoyed the comfort of his touch, even within such a strange situation. "Tell me there's a chance for us…"

Carol met his eyes and she spoke honestly and from the heart. "This is a lot for me to take in all at once and I'm gonna need some time to think…" Daryl nodded, maybe a little too eagerly and she smiled. "But… I think… I think there might be…a chance..." She leaned forward and kissed him, wondering how the hell this craziness was gonna work? But as his tongue brushed hers and she melted into the kiss anything seemed possible.