As soon as she felt Daryl's warm lips on her cool neck, Carol instantly felt sensations she'd never felt before in her entire life. Obviously she was no virgin, but with the few other men she'd been with, sex had been a chore, nothing more, nothing less. It had honestly never occurred to her that sex could be so much more than that.

It could actually be...fun.

Who'd have thought a shy, backwards redneckish guy a few years younger than her could have made her feel so...moist?

The insides of her thighs were already trembling with anticipation, and her own female parts were aching- but in the most pleasant way humanly possibly.

Yes, Carol was more than ready for this.

But was Daryl?

She wanted to open her eyes, to tell him they didn't have to do this, that they could still be friends. But it was kind of hard to think of Daryl as just a friend while his tongue grazed the inside of her ear.

It was quiet, so quiet. The only noise audible to Carol was the sound of her own breathing, slight gasps for air in anticipation of what was to come. Then Daryl caught her completely off guard- he was still behind her, tracing kisses hungrily along the nape of her neck, when she felt something that stopped her dead in her tracks.

He'd now pulled her as close to him as possible, and in that moment, Carol realized- this was real. He wanted this as much as she did. The stiffness coming from his own body against hers spoke volumes.

It told her everything she'd wanted, needed to know.

She was dying to reach around, to see if that stiffness was real (like it wouldn't be, especially at this point) but for some reason she just couldn't bring herself to touch him. Not yet. Daryl Dixon was standing behind her, obviously very ready to make love to her for the first time. This could not get any better.

She started to turn her head, to take in the sight of Daryl doing whatever he was doing, but he wouldn't have none of that. He started kissing her neck with just a little more pressure, and for the life of her, she couldn't move even if she wanted to.

There was no chance in hell she would move away at this point anyhow.

Suddenly she felt the oddest sensation-it took her a minute to realize what was going on. Daryl had taken his tongue and glided it down her neck, just for a second. She'd never had any orgasm without her vibrator, but at that moment, she knew she could throw it away forever. If he kept doing what he was doing...Carol would no longer care if she ever had another orgasm in her life.

She stood so quietly, taking in every little kiss he'd been planting on her, that she became suddenly very self-conscious of her heavy breathing. So she held it in, only to realize that it wasn't her own breathing she'd been listening to. It was Daryl's, which only served to make her feel like she was dying the most heavenly death possible second by second.

She started to reach around, wanted to, needed to know him in every way possible. But Daryl abruptly grabbed her hand and held it against her chest. The way their hands hit, she opened her eyes and realized that Daryl Dixon was now touching her chest.

She could definitely die a very happy woman at this point.

It didn't take long for Daryl to quickly slip his hand under her shirt and find what he was looking for. She could feel his hand trembling against her skin, that he was as nervous about this as she was. But any kind of verbal encouragement would only ruin the moment, and she couldn't take that chance.

So she backed into him just a little more, now fully appreciating the effect their actions were having on him. She was dying to know what he was hiding underneath his jeans, but for right now, the position she was in left her a pretty good idea.

The more she wiggled, responding to every touch and kiss, the more it only encouraged Daryl to keep on going. It was getting dark, very dark, but she'd never felt safer in her life.

After fumbling with her bra a bit (it was a bit old, not one of the prettier ones she'd wished she could have had at the moment) but if it bothered Daryl, he didn't let on. She could feel his hands shaking so bad as he tried for the life of him to unhook the damn thing.

Finally, breaking free from his grip, Carol stepped out in front of him, her back still to his front, and she quickly unclasped that awful barrier. She quickly removed her shirt, then strap by strap she let the bra hit the floor.

She couldn't put this off any more. She just had to see him, to take in the sight of him at this moment. So Carol slowly turned around, half-naked but absolutely perfect in Daryl's eyes.

Just the way he couldn't take his eyes off of her- that was more than any other lover had ever done with her. Most of the time Ed, when he was in the mood, would turn her over and just take her, the hell with any kind of foreplay.

But to see with her own eyes- Daryl didn't have to say it- but she could see that he thought she was beautiful. It was more than she could have ever hoped for.

Finally he averted his gaze from her chest to her eyes, oh so briefly. But the look of pure lust in her eyes answered any doubts he might have had still. He walked closer to her, and instead of looking away from each other, they both gazed at each other's faces, gauging the emotions they were both experiencing.

"Close your eyes,' Daryl muttered.

Confused, she reluctantly obeyed, and she was glad she did. For in the next second she felt the slight pressure of his lips on hers, and they were both hungry for more.

She opened her mouth just a bit more, to receive his tongue, to try to drive him as crazy as he was her.

But he had other plans for her, it seemed.

Daryl quickly started kissing her face, down to her neck. That alone felt amazing, and she tightened her eyes.

What happened next totally threw her.

She opened her eyes and saw what she'd never even let herself imagine- Daryl Dixon's mouth was now all over her small chest. Oh, God, she thought.

"You okay?" he looked up.

Damn. She must have been thinking out loud. "Yes...please...don't...don't stop," she begged.

He didn't say anything, but returned his attentions to her chest. Just as soon as Carol thought she would just flat out orgasm right then and there, he distracted her by picking her up in his arms.

What would happen next, she honestly had no idea.

He laid her on her cot, while he knelt at the end of it. She opened her eyes.

"I can't do this if you're gonna be looking at me," he complained. Smiling, she shut her eyes, fully prepared to take in Daryl at any second.

But what happened next...totally blew any expectations out of the water.

She could feel him fumbling with her jeans, trying to take them off of her. Next came her panties. She was so wet she spread her legs knowing he would have no problem getting inside her.

But then the most overwhelming and unexpected sensation Carol had ever felt hit her like a ton of bricks.

Actually it felt more like waves, waves of the most intense pleasure she'd ever known. The pressure was way too gentle to be his cock or even his finger. That could only mean...

Oh, dear God, Carol thought as she arched her back and clung tight to the makeshift pillow she'd found. He couldn't...he wouldn't...

But as her long-awaited climax hit her, she knew without a doubt what he'd just done.

Never in a million years did she ever think that this could happen to her, let alone with Daryl.

But there was no question- he'd just given her oral sex, and there were no words to describe what she was feeling.

Smiling contently, her hands starting to release their grip from the pillow, she let out a sigh.

"You okay?" he asked as he started to stand up.

"Hey you, where do you think you're going?" Carol smiled suggestively as she started to kneel in front of him.

"You don't...I don't think...you really...Oh, God damn it!" he closed his eyes as Carol knelt in front of him on the cold hard floor, all the while taking him in her mouth.

He'd had that done to him a time or two, of course, but it had been a long, long time. He'd just assumed Carol wouldn't do that, either through bad experiences or whatever, but it turned out, he was wrong.

He'd never been so happy to be wrong in his life.

He just had to peek- he couldn't help himself. Carol's eyes were closed, completely focused on nothing but his pleasure, and he loved her for that. She opened her eyes just for a second, and continuing what she was doing, her eyes met his for a second.

Someone so innocent looking, so fragile looking- doing that...it should have seemed so wrong, but if it were, he sure as hell didn't care.

Now using both her hands and her mouth to pleasure him, part of him was just ready to let go, to come right then and there. But he couldn't do that, not to Carol. She deserved better.

So he pulled back and she looked at him, waiting for his next move.

"I think you'd best lie down," he growled.

After obeying, it didn't take long for Daryl to climb on top of her. It was a narrow cot- a bed would have been perfect- but after everything they'd each been through, individually and collectively, there was nothing gonna stop this, no matter what.

As soon as he entered her she moaned. "You okay? Do you want me to..."

"OHGODDON"TSTOP!" Carol breathlessly replied.

Frozen, he wasn't sure what to do next. Carol took the lead in a way by wrapping her legs around his and pressing against him. Guess she meant what she said.

With not much space, Daryl propped one hand on the cot and the other on the wall to steady himself. He'd kind of forgotten just how awkward sex could be.

She was giving every bit as much as he was. She wasn't like the few girls he'd been with, just laying there and letting him do all the work.

No, he was fucking Carol, and she was definitely fucking him right back.

He could sense by the tightness of her thighs that she was definitely gonna come. He slowed down, figuring she needed a minute.

"Damn it, Daryl, don't you stop now. Fuck me hard...harder!" she breathlessly ordered.

He'd never heard her talk like that. There was no time to ponder it, what it meant. So he obliged and he felt her tense up in ways he didn't think she could.

She didn't look at him, but the look on her face- the satisfaction, the pure happiness...and damn it, she was pretty smokin, and it had been a while, so it didn't take much longer for him to come, too.

"Shit," he muttered as spasms took over his entire body. He collapsed on top of her, and for a minute the only sounds they both heard where of heartbeats and two people desperately trying to catch their breath.

After a minute, Daryl now felt self-conscious, more than he ever had in his life. He grabbed his clothes, turned around and tried to hide in the corner as he dressed. Carol wasn't ready to dress yet, but she did cover herself with her sheet.

He was turning around. He was going to leave! Carol didn't even care that she dropped the sheet, that she was completely naked while he was dressed and aiming to leave.

"Don't you want my phone number? Maybe you could call me sometime," she grinned. He turned around and found himself laughing as well.

There was so much more he wanted to say, but he just couldn't. Not now. Instead he just nodded his head and excused himself.

She would have liked for him to stay longer, but as things still stood- she had no reason in the world to complain at all.

After getting dressed, she wanted to crawl up and go back to sleep but there were wet spots on the sheet.

She smiled and folded it up. In a few hours she could wash it. So instead she slunk down on the floor, against the wall, and closed her eyes. She would be reliving this moment over and over again just as long as she could.

Yes, she was sure it was a one time thing. She couldn't have asked for a more perfect evening.

Little did she know that for Daryl, whatever it was that had started between them that night, it wasn't over. Not by a long shot.

tbc