Carol was nervous - there was no doubt about it. Being with him was something she not only wanted but needed, yet the butterflied were almost overwhelming. But her desire for Daryl was way beyond that primal urge she felt the first night he had been at her house, not all that long ago. If it was just that, she certainly wouldn't have felt the knots in her stomach, and her hands wouldn't have been sweating like crazy. But his palms were clammy too and the comfort in the moisture she felt was incredible.

She tried to remind herself that the nervousness she was feeling was likely nothing in comparison to what he felt. Daryl was complicated and there was still so much she needed to learn about him, but the one thing Carol did know was that Daryl had a big heart and he was one of the good guys. As a single woman in her 40s there were days she felt like all the good ones were gone, but here he was, an angel with a broken wing that somehow found her when she needed a hand. And he was still here. And Carol still needed him.

It was an admission that struck her in the moment, but if she thought hard it likely had hit her long before then. Maybe it was want, more than need, but only because she was too stubborn to fully admit that she didn't really want to be alone her whole life. And to not be alone one simply did need another person - that was a fact.

Carol led him into her room and closed the door behind them. The last thing she needed was a cat or dog interrupting or watching them. It's not like it had never happened before, but it was a little unnerving to open your eyes and find a puppy staring at your bare ass. She was pretty sure Daryl wouldn't be comfortable with voyeurs, even if they were only of the pet variety.

In their situation, given the fine line between his embarrassment and wounded pride, Carol wasn't sure what Daryl would want in terms of which one of them would take the lead. The last thing she wanted was to leave him feeling emasculated or embarrass him, and it was still difficult to know which way he would interpret her actions. Carol was arguing with herself, trying to decide if she should ask or just start things and see what happened.

Carol chose to look at him first and try to see what was going on in his mind before she made the decision. She turned and the instant her eyes met his Daryl blushed fiercely and looked away. It was then that she thought she knew for sure this was her show. But she still needed to assess his comfort level. "Hey," Carol put her hand on his cheek and guided his gaze back to hers. "I need to know you're okay with me..." she struggled for the least offensive word... "initiating," felt like the best choice. "I don't mind. In fact, I enjoy it," Carol added, hoping it might ease some of his anxiety. "But talk to me. I want this to be... Well perfect. As perfect as a first time can be anyway," she added with a smile, knowing it might be amazing but would likely get better each time. Daryl didn't speak, but he didn't look away either. He needed to hear something else, but what?

Carol thought of something, another truth, that might help. "I want this. You need to know that. I want you Daryl," she spoke slow and clear, leaving lots of time for her words to sink in. "This is going to be different, for both of us, and that doesn't have to be scary. Let it be exciting. Can you do that? Can you let me show you just how much I want you? How much I want to make you happy? To satisfy you?" She hoped that in making it all about her pleasing him he could let go of his masculine need to be the one doing the pleasing. If somewhere along the way he wanted to try, she would gladly let him, but she wanted him to know he didn't have to. It wasn't anticipated or expected.

As they often did, Daryl's words surprised her. "No, I want to do it. Tell me what you like, what you want, but let me do it." His face was a brighter shade of red than she had ever seen it, but his words hit her straight in the heart. It would have been easy for him to just agree and let her do everything, but Daryl didn't want easy. He was willing to risk all those things she was so concerned about because he needed to show her she was worth risking them for.

Carol fought off the urge to break down with emotion and instead she nodded with an encouraging smile. "I guess we should start by getting naked," she said, with a nervous giggle. She lifted a hand and was going to unbutton her own shirt, but suddenly she felt him cover her hand with his own to take over.

It was the first of many times Daryl surprised her during the encounter, reminding her that just because it was something new for him, didn't mean he wouldn't be naturally good at it. Carol chastised herself for judging a book by its cover and assuming that because Daryl was shy and hesitant he couldn't be skilled at the same time.

Carol felt the shirt fall off her shoulders and drop to the floor. Daryl leaned in and kissed her shoulder, then moved to the pulse point on her neck. His mouth was hot as he sucked and licked her delicate skin. She let him stay in control for a long as she could hold herself back, but soon the urge to see him naked took over and she fumbled with his jeans while he continued to kiss her.

She pushed them down and immediately began to rub his erection through his underwear as Daryl kicked off the jeans. Carol gave him a breather and they both went to work getting off each other's clothes. When she took off his shirt she saw the brief flicker of fear in his eyes, but didn't give him the chance to dwell on it. She knew the story of every mark on his back, he'd trusted her with the details, now he needed to trust that she could handle seeing them and he needed to be comfortable with bearing them to her. "It's okay," she whispered as she pulled his shirt over his head. Carol reached around him and let her fingers graze over the raised bumps of damaged skin while she kissed his shoulder.

When she looked up his eyes were closed, but Daryl didn't look uncomfortable at all, he actually looked almost blissful. Carol realized her touch was soothing him. She had the honor of being the only person to have ever seen or touched his scars. It was a privilege she would never take lightly.

Daryl opened his eyes and they got the rest of their clothes off quickly. She realized that quick was just better because it didn't allow him time to hesitate and be shy. But once they were naked Daryl seemed like he was afraid to look or touch, so Carol did what he asked and gave him guidance. She grabbed a breast in her own hand and then pulled his head down to let him know she wanted him to suck.

It was rather intriguing how skilled he was once he got started. Eventually he would lose the timidness and things would be different, but Carol was quite happy to give him all the help he needed until he was ready to take complete control.

She somehow worked a hand in between their bodies and started to rub him through the thin cotton material. "Carol, God… I'm sorry," he groaned as he let go of her nipple. "I can't take that…" he mumbled. "You're gonna make me..."

Carol nodded and stopped, then cupped his face, giving him a little smile to let him know she understood and that it was okay. She knew he needed the reassurance. This was such a different thing for her and it was so erotic it made her body ache and he head spin. She considered getting him to go down on her - she was curious how skilled he would be at oral. But she decided against it, not wanting to put any extra pressure on him.

Quite honestly there were more pressing matters to take care of anyway. Carol moved to the bed and sat down, then she slid back a bit and offered her hand to him. "It's time," she said softly, giving him an encouraging smile. Daryl took one slow step towards the bed, his eyes never leaving hers. There was something so bold about the way he was looking at her which contrasted with the fact that she knew his legs were wobbly and his hands were shaky.

Daryl set a knee awkwardly on the bed and Carol opened her legs, trying to make it as easy as possible for him. When they were lined up he pushed into her slowly, almost as if he was scared of how he was going to react. She reached up and touched his face again to calm him. "Easy," she spoke gently. "It's okay. Whatever happens, it's okay."

That was the last thing she consciously said. Daryl wanted to take the lead so she let him do whatever he wanted or needed, and enjoyed every second of it. But there was something very different about being with him that Carol absolutely loved - watching his reactions. The expression on his face when he was fully inside her was so exciting. It was bliss, but also wonder and something that looked like gratitude. It made her feel sexy that being with her was causing him to look so awestruck.

Carol was sure this was the first time she'd had sex that she really, honestly, didn't care if she came or not. It wasn't on her mind because she was so focussed on Daryl. This was his show and she wanted to watch him enjoy it. But what she didn't expect was that watching him was actually turning her on even beyond the erotic things he was doing to her physically.

When she came tears stung her eyes, she couldn't help it they just started and there was no holding them back. Luckily Daryl had his eyes closed and didn't notice because she knew he would have stopped and worried he'd done something wrong. What happened next was the most beautiful thing she'd ever seen. With her orgasm causing strong throbs inside her, clenching his dick in repeated pulses his face started to change until finally Daryl gasped and his strokes stopped. Carol watched his face the entire time with tears streaming onto her cheeks. And when he finally opened his eyes Daryl was crying too.

"C'mere," she said immediately, sitting up and holding open her arms. Daryl instantly accepted her offer and Carol held him against her chest. They cried together. She soothed him and kissed his hair, his shoulders, rubbed his back and whispered calming words through her own tears, both for his benefit and her own.

Finally she felt Daryl take a long deep breath and sit up. "This may be the smartest or the dumbest thing I've ever done," he mumbled before looking her directly in the eye. "But... I think... I think I love you..."