Daryl's hands were inside the robe, his warm touch moving over her bare skin. Carol shivered with pleasure as he found her breasts and fondled them gently, almost tentatively, which was in stark contrast to the way he was kissing her so eagerly. He was so damn confusing sometimes and a completely open book others.

Carol shifted, allowing the robe to open completely. She pushed away all thoughts of the flaws she could pick out in the mirror and just enjoyed every little part of the encounter. The longer they kissed the more passionate it was becoming. Carol moaned into his mouth and she felt his body stiffen underneath her as Daryl tried to keep himself in control. One of his hands was slowly making it's way from her breast down the middle of her tummy.

If she wasn't enjoying the kiss and the feel of his tongue exploring her mouth the way his hand was inching so slowly would have drove her absolutely insane. How long had it been since a man had touched her there? Too long. Way too long. Her sex drive was quite possibly higher in that moment than it had ever been in her entire life.

Finally, mercifully, Daryl's hand reached her pelvic area… just a little further. Carol had to restrain herself from lifting her body to meet his hand. His fingertips trailed through her curls, lower… lower… and finally she felt him touch her, slipping a single finger up inside… But it lasted no more than a split second before he pulled his hand away, broke the kiss and held both hands up like he was under arrest. "I… I'm… sorry… what the fuck are we doing?" He stammered, looking at her with the strangest expression of innocence after a far from innocent experience.

Carol blinked at him. "Well I'm pretty sure I said something about talking…" she teased.

"Right… talking…" Daryl mumbled. "You're gonna need to…" he gestured at the robe and Carol reached down to close it before slipping off him. "Okay, uh yeah… so what're we talking about?"

"Sex," Carol replied quickly. She laughed when Daryl gaped at her. "Come on, don't pretend you didn't want that to go further," she challenged him. "You wanted it… just as much as I did." His face was a shade of red she'd never seen before. "But we need to talk first…"

"Okay," he squeaked, unable to meet her eyes.

"Look at me," Carol demanded. Slowly he lifted his gaze. "If we do this I can't have you getting all weird on me." Daryl licked his lips but didn't speak. She sighed. "We're adults," she started. "But we're friends and the last thing I want to do is ruin that." It was truly her biggest fear. Daryl was quite possibly the best friend she'd ever had and there was no way she wanted to jeopardize that. She swallowed the nervous lump in her throat and got to it, "You've uh, heard of friends with benefits right?" He nodded slowly. "You interested?" she threw the proposition out on the table. It was almost amusing thinking about the woman she was barely 6 months ago to this brave, sexually charged person who was asking her closest friend if he wanted to be her fuck buddy.

The truth of the matter was simple - she was terrified of anything beyond what she was offering him - but she wanted him so badly she couldn't imagine it not happening sometime soon. Carol watched him nod slowly. "Hell yeah," he said finally, smiling though his bashful blush. "You, uh, you sure you ain't gonna get weird? You know how chicks get…" Carol raised her eyebrows. "Uh, I mean… some chicks… you know they get all jealous and crazy… But not you… I mean, you wouldn't… I don't think… you're not… uh… fuck…I mean if you do it's okay… Christ… nevermind, I'm just gonna shut up now."

"Probably best if you do," Carol replied with a little giggle, enjoying his nervous fumbling because it eased her own nerves a bit. They stared at each other in awkward silence. The butterflies had taken up residence in her stomach and were going wild.

"You're nervous," Daryl blurted, suddenly looking amused. "You got this far and you ain't got a clue what to do now."

"Busted," Carol sighed "It's not like I've done anything like this before…" She eyed him, wondering if perhaps he had.

"Don't look at me," Daryl held up his hands. "More than a few one night stands, but this benefits thing's new to me." Carol swallowed and realized her mouth was completely dry. She reached for her wine and took another drink. One night stands sounded easy compared to this. What if the sex was awful? What if they just weren't compatible that way? What if he didn't find her attractive? Then they still had to face each other and work together… Dammit, was this a horrible idea?

Daryl surprised her by standing up and moving closer to her until he was just inches away, completely invading her personal space. The sexual tension returned with a vengeance. He lightly touched her arm and spoke softly, "Close your eyes." His voice was low and husky, almost a rumble and it made her shiver with desire. "Relax," he added. Carol obliged and waited blindly with anticipation. She felt his cheek touch hers, the rough stubble brushing gently against her soft skin. "Don't think," he whispered in her ear.

Carol felt her heart hammering in her chest as the lack of vision heightened all her other senses. She could feel his presence, even though he wasn't touching her yet. There was an electric charge vibrating between them that had her tingling all over. She could smell him, his own unique scent, and she inhaled deeply to take it in.

The way Daryl had suddenly taken the lead was unexpected. Carol had figured it would be mostly up to her but it made the encounter even sexier, especially when he reached for the tie on the robe and left her completely naked in a matter of seconds. When his hand made contact with her skin Carol's eyes flew open. "Keep them closed," he said, looking at her. "It doesn't have to be me."

Carol shook her head, "I want it to be you." Maybe she shouldn't have admitted that so easily. It was supposed to be just sex, right? But she couldn't help it. She couldn't allow him to think that she was making love to him thinking of someone else even if that's what he would probably be doing with her.

Daryl smiled, that little sexy half smile. "Me too," he said, surprising her yet again as he brushed her cheek. What the hell is going on she wondered? It must have showed in her face. "Stop overthinking," he breathed before cover her mouth with his and kissing her slow and easy. There was a gentleness about Daryl that was very unexpected. His kiss, the way he touched her body, even the way he pulled her against him - it was all very tender.

But it certainly didn't stay that way, especially after his clothes were off too. His body was every bit as beautiful as she remembered, even more so since he was fully aroused this time. Just seeing his erection, knowing what it meant and what was coming made her so ridiculously wet. Her pussy was aching for something… anything… she just needed to be touched in some way, so desperately she couldn't keep her own hand away. It was just a quick touch but Daryl didn't miss it, he groaned and the sound was so erotic she felt a throb inside her.

He might have started things, but Carol couldn't wait any longer to get what she needed - what she wanted. "Come on," she said, grabbing his hand and leading him to bed. She went over her options on the way and decided missionary was the best choice for their first time. Carol lay in bed and looked up at him. "Please…" she said, pleading with her tone of voice and her eyes.

Daryl didn't hesitate and she was thankful for that. In a matter of seconds he was positioned between her legs and seconds after that she felt exactly what she'd been waiting for - his dick easing slowly inside her, inch by inch until he was completely buried in her pussy. His face… it was so blissful and beautiful she committed the look to memory. He stayed inside her, frozen in place until she begged again. "Fuck me, please?"

After the first slow stroke he whimpered and Carol sighed with pleasure. It felt so damn good, even better than she remembered...it really had been such a long, long time. He moved in her again and pushed so deep it was her turn to whimper this time. She lifted her hips off the bed and Daryl grabbed her ass. Any restraint he had was gone as he started to pound her - hard and fast. Carol could feel her breasts jiggling with every thrust. It was magical, intense… perfect. How silly had she been to worry the sex wouldn't be good? The look still etched on his face told her that Daryl was enjoying every second too.

Carol let go of all control of her body, relinquishing it completely to him. She was at his mercy and it was exactly where she wanted to be. He continued to drive into her and Carol knew she was almost done - but she'd lost all track of how long they'd been fucking. It could have been barely a couple of minutes, it could have been more than 1 - she had no idea and she didn't care. All that mattered was how good it felt and how Daryl was giving her everything she wanted - pleasure, an orgasm - any second, and him - all of him.

"Oh… oh…" she gasped at the blackness of complete bliss overtook her body. Whether her eyes were open or closed she couldn't see anything but dizzying flashes of light in the darkness as her body rippled with pleasure from head to toe. As her vision started to return she felt her pussy start to throb and she shivered, clinging to Daryl, who had slowed - likely almost done himself. His body jerked and shuddered and he groaned, squeezing his eyes shut with his cock pushed way up inside her.

"Wow," she sighed as Daryl flopped beside her. "Whoever's idea that was is a genius," she joked.

"Mmm," he agreed with a moan. They laid there quietly for a moment, all she could heard was the thudding of her heart as it tried to return to normal. "Now what?" Daryl finally asked.

Carol laughed. "Well, I'm not opposed to doing that again later…"

"Oh thank God," he sighed, making her laugh again. So far… it wasn't weird and Carol was so thankful. Suddenly there was a knock at the door. "Fuck," Daryl grumbled and they both scrambled for their clothes.

Carol put the robe on, waited for Daryl to get covered up and then headed for the door. She did it again - pulled the door open without looking to see who it was. "Well, well, well… I knew I'd find you here," Merle said, strolling into the room and addressing Daryl. "Oh my, my… what have we here," he added, smirking as he looked back and forth between the two of them. "You two had sex."

"What the fuck are you talking about?" Daryl scoffed. "We did not. I'm just staying here while you and your playthings get busy."

"Uh uh… I know," Merle said, still smirking. "You two have been bumping uglies… it smells like sex in here."

Carol was too dumbfounded to reply so she let Daryl handle it. "You're a disgusting motherfucker," Daryl hissed at his brother. "We weren't...we didn't…" he tried again.

"You're a terrible liar baby brother," Merle chuckled. "I bet this ain't the first time you two have done the nasty…"

"It is too," Daryl snapped. "Oh… fuck…" he said, realizing what he'd just done.

Carol shook her head and sighed. "Remind me to never trust you with a secret." She couldn't help but laugh at the pout on Daryl's face.

"Don't worry, this Dixon can keep a secret if that's what you want lovely lady," Merle flirted with her. "And the offer still stands if you wanna fuck a man with real skills…"

Daryl looked angry. "Nope, I'm quite satisfied thanks," she said, smiling at Daryl.

Merle grinned, walked over to Daryl and hugged him. "Proud of you man, she's a fox." Carol blushed and looked away.

"You better keep your big fucking mouth shut," Daryl warned.

"Promised I would, didn't I?" Merle replied. "You two kiddos have a great night," he said, heading for the door. "Hey, remember what I told you," he added. "Get the fingers right up in there… and your tongue…"

"Get out," Daryl snapped, shoving Merle out the door and pushing it shut. "Fuck, I am so sorry," he said, looking absolutely mortified.

"Relax," Carol said with a smile. "I like your brother, he's funny."

"He's also an asshole," Daryl sighed.

"Forget about him," she said sweetly, walking over and putting her arms around his neck. "I never did get that shower… you wanna join me?"

"Uh huh," he replied, swooping her easily into his arms and carrying her straight to the bathroom.