Smut time...you've been warned!

Sarah sat in the passenger seat next to Rick as they continued their journey to Ft. Benning, staring out the window at the Georgia countryside, still stewing over all that happened with Jim and Shane, while Rick rested his hand on her thigh, rubbing his thumb in circles as he followed John.

The only good thing that came from the last stop was that John and Glenn found gas and food at the convenience store. The cars were full and so were the kids stomachs. Sarah was thankful for that. They were traveling on a larger roadway, but found they were still quite a ways from their destination. They were still able to avoid the major highways, which were undoubtedly impassable.

Both kids sat in the back with Lisa between them, playing I-Spy to pass the time. Carl and Lori joined in from the third-row, while Rick and Sarah chimed in from time to time. But Sarah couldn't shake the bad feeling she had - and she was wondering why they hadn't seen a soul, alive or walker.

"Sarah," Rick whispered, "you doing okay?"

Sarah closed her eyes, then opened them and nodded as she turned to look at him and leaned on the center console to be closer to him. "I guess I'm still just pissed at how Shane handled the whole thing. He could have possibly helped save Jim's life, but instead he was worried about something that's none of his concern," she spat out, getting angry at him all over again.

"Look," Rick said as he took his eyes off the road and looked over at her, squeezing her thigh gently, "about what Shane said - "

Sarah put her hand up. "No. I don't care what he said. He had no right to say it and I no longer give two shits what Shane Walsh has to say." Rick looked surprised and a big smile broke out across his face, his blue eyes crinkling at the corners, as he glanced at the road and back to her. Sarah couldn't help but smile too. "What? I'm serious!" she whispered emphatically.

He nodded, still smiling. "Good. I'm just happy to hear you say that." He rubbed her thigh and she reached down to hold his hand. He lifted it to his mouth and kissed her hand. She smiled at him and laid her head against the headrest as he returned their clasped hands to her lap.

The CB radio crackled to life. "Rick," John's voice came across, "we're running out of daylight and we're still about 45 miles out from Ft Benning. Glenn has the map up here and we've been looking at a place to stay the night. There's a motel coming up in five miles. Should we check it out? Over."

He let go of Sarah's hand to answer. "10-4. Let's check it out, make sure it's clear and we can see about staying just for tonight. Over."

He put the radio down and reached over to stroke her thigh. "So for what it's worth...I'm proud of you," he said softly, leaning toward her and resting his elbow on the center console.

She looked at him, puzzled. "For?" she leaned closer to him to keep their conversation private.

"The way you handled the whole situation with Jim. You're an amazing woman and Doctor," he whispered.

"PA," she corrected.

"Practically a doctor, then." He smiled, squeezing her thigh lightly. "And…the way you handled Shane back there."

She was surprised. "Really? You looked kind of upset that I hit him."

"I was more upset that I didn't get to be the one to slug him after that comment," he admitted, making her chuckle.

"He had it coming," she shrugged.

"He's had that coming for years if you ask me," he replied. She sighed, resting her head on his shoulder. He kissed her forehead and rested his hand on her thigh, lightly rubbing circles over her thigh again. "Let's get through tonight and get to Ft. Benning tomorrow, and we can move on without him - maybe it's big enough and has enough people that we don't have to see him much. I'm hoping this will be a safe place where we can settle down."

"Let's hope," she sighed. She loved his optimism, but wasn't sure if she could remain as positive.

A few minutes later, they arrived at the motel. Litter adorned the small parking lot of the "Rode Side Motel and Inn," and it looked to be completely abandoned, a few broken down vehicles on the edge of the lot. Sarah felt uneasy.

Rick turned to the ladies and children. "Stay here." He looked at Sarah and gestured to the weapons in the console. "Use those if need be." She nodded as he got out, his Colt Python raised.

Rick, Daryl, John, and Glenn formed a small team as they made their way to the motel, their plan to clear the building and make sure it was safe. Sarah saw Dale, T-Dog, and Shane climb out on top of the RV to keep watch. She glared at Shane through the windshield as he glanced her way.

About ten minutes went by and Sarah started feeling anxious.

"Come on, John," she heard Lori whisper from the back. She turned and tried to give her a reassuring smile. Lori wasn't convinced, but she attempted a small smile back.

Just then, Sarah saw movement by the front door and the guys came out, looking a little worse than when they entered the building. Rick was covered in blood, the others also had spatters on their clothing. Rick motioned for them to get out of the cars. Sarah grabbed her gun, her knife already strapped to her leg.

"I'll stay here with the kids until we move in for the night," her mom spoke up.

"Thanks," she said, turning to smile at her. She looks tired, she thought to herself, I need to check her out with Christy before bed tonight. She walked up to Rick. "What happened?" she asked, visibly checking him over for any bites or scratches.

He gave her a brief smile. "Took out a few walkers inside. Other than that, the place is clear. We need a few people to help bring the bodies out. Bring in necessities for the night and we can hide the cars out back. There are enough rooms for everyone."

After the bodies were removed and the cars were hidden, they took food and clothing for the night and next day into their rooms. The place smelled musty, but it was safe.

Glenn and T-Dog took the first watch on top of the small brick and concrete awning over the front door, while Shane and John took first watch at the back glass door. Lisa and the kids were settled in a room with Rick and Sarah - Noah would share a bed with his Nana, Olivia with her mom, and Rick on the pull out couch. Lori, Carl, and John had an adjoining room and they kept the door open so they could all see each other. The others had rooms next door and across the hall, all of them deciding it was better to stay close together.

Sarah did a quick sponge bath for the kids with the cold water from the sink as best she could, not wanting to subject them to the cold shower she knew the others were taking, and got them dressed for bed. "Mom," she said as Lisa was getting ready to read the kids a book, "I'm going to talk to Christy for a minute. I'll be across the hall. Rick is here in the shower." She nodded as Sarah shut the door behind her.

"Hey, Chris," Sarah said as she knocked lightly, "will you - " she walked in to see Daryl and Christy scrambling from the bed, Christy in her bra and jeans, Daryl shirtless and in his boxers. "Oh, shit," Sarah said, scrambling to leave, "I'm sorry!"She closed the door and leaned against the wall, a smile spreading across her face. Good for you, Chris, she thought to herself.

The door opened beside her and Christy stepped out, pulling on her shirt. "We should've locked the door - sorry!" she said, a small blush on her cheeks.

"Hey, it's all good," Sarah said, laughing. "I'll wait for the 'come in' next time!" They both laughed.

"So what's up?"

"I wanted to see if you'd help me check mom. She seems kinda tired and I know we can't really run her numbers, but…you brought your cuff and stethoscope..." she trailed off.

"Yeah, sure. I've got my stuff in my bag...we can do a quick check up. And I have some antibiotics I snagged from home. We can start her on some just in case."

"Thanks, Chris, I appreciate it." She sighed, feeling her worries piling up.

"Hey - it's no problem," she replied, hugging Sarah tightly. "She's like a mother to me, too."

After Christy and Sarah checked Lisa and discovered she was just really and truly tired from being on the go all the time and nothing serious appeared to be going on, Sarah relaxed a bit. They still started her on antibiotics just in case. The kids ate cold spaghetti-o's for dinner and played cards for a bit in Lori's room before Sarah tucked them in for bed, while Rick rested for their upcoming guard duty.

"Get some sleep, Mom," she said to Lisa as she pulled the covers over Noah. "I'll be in the shower. Come and get me if the kids need anything." She handed her one of the flashlights and turned the other one on.

"I will. I promise," Lisa replied, kissing her daughter on the cheek. Sarah snuck past Rick's sleeping form and headed into the bathroom. After the coldest shower of her life, she got out and wrapped up in a towel that had been left hanging up for her by Rick. She smiled at his kindness as she dried off and got dressed in her running shorts and a t-shirt.

She opened the door softly so as not to wake anyone and stepped into the bedroom to climb into bed. She placed the flashlight on the dresser next to her and pulled back the sheets trying not to wake Olivia when two hands gently grabbed her hips from behind. She startled and turned her head to see him standing behind her, his face inches from hers.

"Jesus, Rick," she said quietly, "you scared me. I thought you were sleeping." She melted into him, her back against his bare chest. He wrapped his arms around her stomach and pulled her close.

He chuckled. "I was, but then I saw you," he said, dipping his head down to place a soft kiss on her shoulder.

"I'm sorry," she whispered. "You should really get more sleep - "

"I'm okay," he interrupted, kissing her neck. She shuddered. "I still have a couple of hours before the switch and I slept a few already. Come with me..." He grabbed her flashlight and her hand and led her to the door, pulling it open quietly. She stepped into the hallway past him and he closed the door. He turned on the flashlight and led her down the hall and around the corner to the room at the end of the hall, his gun at his hip just in case. "We already cleared the hotel and I scoped out this room, but stay behind me just in case," he whispered.

He quietly opened the door and shined the light inside making sure no one else, alive or dead, was in the room. Once he was satisfied that they were alone, he placed the flashlight on the dresser still on and illuminating the room for them, and pulled her in and closed the door behind them. Her heart started racing now that they were alone in a room together.

She turned to face him as his hands grabbed her hips from behind, pulling her back to rest against him. She looked over her shoulder and he lightly kissed her lips. She smiled at him and raised her hand to grab the back of his head as she opened her mouth to kiss him better. His tongue met hers in a frenzied attack and she felt herself grow weak from his hot kiss and the way his hands dug into her.

He broke their kiss leaving her panting, and moved his lips up and kissed just below her ear, his warm breath sending chills up her spine and making her breath hitch. "I haven't gotten much time alone with you today," he whispered as he ran his nose down to the nape of her neck and placed a light kiss over her collarbone; her knees went weak and he pulled her tighter to him, securing his arm around her waist as he brought his other hand up to grab hers on the back of his head. She gasped as she felt his hardness against her back.

"And seeing as we have this room and we don't know when we will be alone again," he ran his nose back up and nipped kisses up to her ear, making her moan as her head fell back to his shoulder,"who the hell can think about sleep...or anything else?" he asked, his voice raspy with lust.

"Not me," she managed to whisper as she pushed her ass against him, her senses on overload from the taste, sight, sound, and smell of him.

He moaned and spun her around and his lips crashed into hers as he pulled her flush against him, her feet leaving the floor as he lifted her up. Her hands tangled in his hair, holding his face to hers as she wrapped her legs around his waist. His tongue pushed past her lips and claimed her mouth, making them both moan loudly. Their hot kiss continued as he backed them up to the bed.

He put her down and reached for the hem of her shirt, pulling it over her head. He reached down and pulled his own shirt off. He then pulled her face to his again to kiss her deeply as she reached down and pulled her shorts and panties off of her hips, letting them slide to the floor. Rick broke their kiss and stepped back, his hands making their way to her hips as he gave her naked body a once-over. "God damn, you're amazing."

Her heart skipped a beat and she giggled nervously, but boldly reached out and pulled him to her by his belt. "Take these off, officer. I want to see how God damn amazing you look too."

He groaned and made quick moves to take off his gun belt, followed by his belt and jeans. Sarah grew impatient and moved closer to help him remove his jeans and boxers. Once they were at his ankles, Sarah gently reached down and grabbed his hard cock in her hand and started to stroke it like she had wanted to in the shower at the CDC. Rick let out a hiss of a breath between his teeth and his head fell to her shoulder.

"Shit, that feels good. I am not going to last if you keep doing that." Sarah laughed and reluctantly let go as she moved her body closer to him.

He pulled her against him and kissed her soundly, moving his erection against her. She moaned in anticipation.

He laid her gently on the bed, barely breaking their intense kiss as he laid down next to her. He ran one hand down her chest, between her breasts and over her stomach to her center. The tip of his finger swirled gently around her clit, making her moan into his mouth and push her center against his hand, eager to find the right friction.

She broke their kiss and groaned, "Rick...Please..."

Wasting no more time, he found the right spot with his thumb over her clit and pushed one finger inside her. Her upper body left the bed as her chest thrust upwards, and Rick took the opportunity to clamp his mouth over one nipple, pulling it into his hot, wet mouth.

"Oh, shit," she moaned, her head falling back to the bed. "Ah, that feels so...so…" she tried to speak, her eyes rolling back in her head as he pumped his finger in and out and sucked and licked her nipple. The pit in her stomach came on quickly. "Oh my God, Rick..." She looked at him and he smiled at her, his blue eyes twinkling and nearly making her come from the look on his face. He added another finger.

Her orgasm washed over her, the pit unraveling in her abdomen and he moved up to muffle her sounds with his mouth, her body shaking as he continued to ride out her orgasm with his fingers. "Oh my god," she moaned into his mouth.

He quickly moved on top her, grabbed her hips and raised them from the bed as he positioned his rock hard erection at her opening. "I've been waiting for this for a long time..." he whispered, his lust-darkened blue eyes staring into hers. She moaned loudly, the feeling deep in her belly returning full force, and lifted her hips up to meet his as he pushed hard into her, filling her completely.

She moaned, biting her lip to prevent the scream she wanted to let out. His head fell back and his eyes closed as he stilled for a brief second, both of them enjoying the feeling of him buried all the way inside of her. He opened his eyes and looked into hers before he pulled out and slammed back inside of her. She moaned loudly, her head pushing back into the pillow. He gripped her hips tightly in his hands and groaned, pumping himself in and out of her tight wetness hard and fast, their breathing ragged and loud.

"I'm really not going to last long," Rick whispered. "You," he stammered as he slammed into her. "Feel…In-Incredible." His eyes closed and his face turned red with the effort to keep going for her sake.

She used her legs to pull him down on top of her, pulling his face to hers to kiss him deeply as he continued his relentless pace. She moaned against his mouth, feeling her orgasm coming on, his size and pace hitting her spot just right.

The pit in her stomach was tighter than it had ever been. "Fuck!" she mumbled against his lips, her head falling back and she clamped down around him, her orgasm squeezing him tightly while her body shook, her chest pushed up into his.

Rick moaned loudly as he let go and shot his orgasm inside her. She could feel his hardness quiver inside her, extending her own orgasm. He pushed into her a few more times, fully emptying himself inside her, his body trembling.

He collapsed on top of her, resting his forehead on her shoulder, their breathing still uneven. He rolled onto his side, pulling her with him, her head coming to rest on his chest. He wrapped his arm around her and she rested her leg over his.

It took several minutes for them to come back down from their high. She nuzzled into him, her fingers playing with the smattering of hair on his chest. She sighed contently when he hugged her tightly to his side, his hand grazing her hip.

He brought his other hand up to grasp hers. She lifted her head and looked into his gorgeous blue eyes. He smiled at her and placed a gentle kiss on her forehead, then her lips.

No words were needed after what they just shared.

The look on his face said it all for her.

They were falling in love.