His breathing stopped for a moment, eyes wide and mouth hanging open as he gaped at her.

"Please don't freak out," she whispered. "Are you freaking out?" She asked shakily.

He shook his head, hands cupping her face as he leaned over her and kissed her hungrily. She kissed him back, groaning softly at the feel of his hard cock pressed against her soft belly.

"Hold on," he gruffed. "I don't got anythin…"

"You don't need it," she told him before he had to ask.

He nodded, lowering his hand as his fingers caressed her shaking thighs. "C'mere," he said again with a light growl, pressing his mouth to her neck.

He kicked his pants off his ankles, pushing her panties all the way down and gripping his cock into position between her legs.

Her eyes were wide, her breathing shaky as she spread her legs for him.

"Hay," he whispered, reaching one hand out and wrapping his hand around her wrist as he pressed his forehead against hers. "It's just us," he murmured, gently acknowledging her apprehension.

"That's all this is about," He added. "Just Daryl and Carol."

She nodded, exhaling slowly and placing her hands on his hips to urge him on.

"Just relax," he breathed as he began to push into her.

Her breath hitched and she gasped audibly, squeezing her eyes shut and whimpering at the slight sting.

"Sssh, ssh, sssh, s'ok," he murmured as he pushed deeper, eyes trained on her face and pupils dilating as he caught the moment when pain turned to pleasure.

Her head rolled back, eyelids fluttering and mouth falling open as soft moans started forming in the back of her throat.

"There it is," he groaned. "Fuck."

"Aaahhhhhhhh," she moaned as she adjusted to the feel of him inside her.

"Shit, you feel so fuckin' good," he whined, his voice hoarse as he slowly began to thrust.

"You too," she moaned, eyes still closed as she pushed back against him.

"Look at me," he said softly.

She opened her eyes to meet his, her heart nearly breaking at the emotion she found and then his mouth was on hers, wet and sloppy as they rocked against each other.

She wrapped her legs around him, pushing her thighs up further around his waist and crying out at the deeper angle as he pounded into her. "Oh, God, Daryl, please, that's good…."

"Oh, yeah," he groaned into her ear over the sound of skin slapping against skin. "Fuck, Carol."

She ran her hands over his back as they moved, lightly scraping her nails along his damp skin. He began to move faster, still watching her face and her voice sounded foreign to her own ears as her deep moans grew higher in pitch.

He bit his lip in concentration, his sweaty bangs falling into his eyes and breath coming out in desperate pants. He could feel her legs shaking as her body tensed. "That's it," he murmured, pushing deep.

She was moaning loudly, crying out his name as her nails dug into his shoulders.

For a moment, he knew he was going to lose it and then he saw from the expression of pleasure on her face how close she was and he thought he could feel it in her body. "C'mon, baby," he coaxed, willing himself to hold on just as little longer.

"Ungghhh, Daryl please, that's so good, right there, I- I c-can't…." she whimpered, squeezing her eyes shut.

"Let go," he whispered, trailing his lips along her neck. "Ya feel it. Just let go, Carol."

"Oh, God, right there," she breathed, "Oh, yes."

He grunted as he thrust sharply into her, and a sob escaped her lips and then she was crying out his name as she clutched him tightly, her whole body trembling as her inner muscles spasmed uncontrollably and he was still pushing into her, her hips rocking against him as she rode out her intense orgasm.

He came hard, spilling into her with everything he had, burying his face into her neck and cursing loudly and she was still clutching him and still crying out and "Holy shit," he groaned as he realized she was having another orgasm.

He stilled, holding her close against him, partly because she was still shaking and partly because he just wanted her against his chest.

Her face was wet and she was sniffling slightly and it took him a second to realize it was more than just sweat. "You ok?" he murmured, one hand wiping away her tears and the other softly stroking her hair.

She nodded. "Are you?"

"Hell yeah," he answered, shifting his body so he wouldn't crush her. "C'mere."

She nestled her head against his chest, wiping at her nose with her hand.

"Hay, Carol?"

"Hmmm?"

"You just fuckin' come twice with my dick in ya?"

She smiled lazily, still sniffling.

"Hay," he said, tilting her face up with both hands to look at him. "Why ya still cryin?"

"I don't know," she whispered, wiping at her eyes with the heel of her hand.

He frowned slightly, propping himself up on his elbow. "Ya keep doin that ev'ry time we do stuff an' I'm gonna think it's me."

She raised her hand into his hair, scratching his scalp gently and pressing a kiss into his chin. "It is you," she said softly.