Xena was draped over Daryl's chest when Carol stepped into the room. Quietly shutting the door behind her she made sure to not wake him. It was surprising the animal wasn't with Sophia but then Sophia wasn't upstairs. She was still asleep on the couch.

Daryl started to roll and Carol winced watching nails sink into his chest and bicep. Xena was butting her head against Daryl's throat trying to get him to roll back on to his back. He just grunted and buried his face into her pillow. Carol grabbed one of his shirts and slipped on a pair of his boxers before flipping the lights on out. Climbing into the bed she settled and waited. It usually only took Daryl a few seconds to feel her there. When he did he always moved closer to her.

Looking over her shoulder and letting her eyes focus she frowned. She'd never seen him sleep this hard. Carol rolled to her stomach and grunted when suddenly Xena decided she was her new perch. Carol swatted at the cat and got a hiss in return. Daryl's rough chuckle into the bed where he was face down had her looking over. He slowly turned his head his hair a complete mess.

"You feeling okay?"

"No." He shook his head, "Wore out."

Carol crawled closer to him and he rolled to where he was pressed into her. His face was buried in her chest and his arm wrapped around her. Carol started running her hand up and down his back able to feel the tension in his body. He was bothered about something. Mac didn't seem upset. Even Merle looked fine when she seen him a few minutes ago. In fact both men looked relieved and lighter. Whereas Daryl looked pale and was distant. Neither brother was badgering him though she dismissed it. But seeing him now she knew that it was something that needed to be addressed.

"Is this about Phillip?"

Daryl huffed against her chest and she smiled. He tried to roll and she tightened her arm around him and threw her leg up over his hip. Using her leg she jerked him in tighter to his body. The rumble from his chest vibrated into her own but she waited.

"Not the way you think." He yawned, "He was going to hurt Brian. Tried to kill him- don't regret what I done."

"Then what?"

He sighed. He was quiet for so long she was beginning to think he finally nodded off. HIs arm tightened though and she leaned down kissing the top of his head.

"It shouldn't have come to that. Hannah got him started and he came here with intent to kill." He growled, "You know what woke me up?"

Carol swallowed. She never thought to ask how he knew Philip was downstairs.

"No."

Daryl pushed himself up enough to meet her eyes. His face was so close that his lips were brushing hers. Any other time and it'd have her ready to jump him. Even now she could feel heat pooling low in her body. Ignoring it she waited him out.

"He opened the doors up here. It woke me up. I knew I'd shut our door. He was looking for Sophia."

Carol felt cold all over. If Sophia hadn't slept in their room she could very likely be dead right now. In one night they could have lost both kids. His eyes never left hers and she searched them and understood what it was that was bothering him. He knew just how close they'd come. Carol closed that last fraction of an inch between them and kissed him. It wasn't rough but not exactly gentle. All her worry, panic, and every feeling she had for this man poured into that kiss. He groaned his hand gripping her hip roughly before he pulled back.

Carol panted and he let his weight drop again his head going back to her chest. She smiled feeling his thumb sweeping against her hip bone before sweeping up into his shirt. His hand came up cupping her breast right next to his jaw. Carol bit her lip holding still watching him. His body was relaxed but he never moved his hand.

HIs breathing was slowing down and he yawned pressing his face into her more. Despite being able to clearly feel his erection pressing into her he was nodding off. Carol started rubbing his back and shoulders again. He was tired. THe stress of the everything going on and his own mind working things over and over had wore him down. Not just physically either he was mentally exhausted.

"You're a good man, Daryl." He snorted but stayed quiet, "You're an amazing father."

He stilled at that as his hand flexed against her breast. Biting her lip she tensed her own fingers against his back. She could feel the heat from his face where he'd blushed. She grinned at how easy it was to get him flustered.

"Stop." He mumbled.

Carol opened her mouth to say something about the time Xena jumped back onto Daryl. He lifted his head and looked over his shoulder. Carol smiled watching as the cat pressed its face into him. He shifted away and pressed his own face into her. The cat gave her the evil eye and Carol scowled.

"Sophia hasn't came to get Xena yet?"

Carol laughed, "She's still asleep. Mac said he'd pack her up here before he goes to bed."

Daryl sighed heavily. "What he means is he'll cover her up on the couch."

Laughing lightly she could hear the annoyance in Daryl's voice. He started to move to get up and she tightened her leg around him again and her arm. He growled and Carol just held on.

"Daryl you're dead on your feet. She'll be fine. Merle, Carter, Mac, Martinez and I think another of those men that served under Merle. I'm not sure he's quiet- anyways they're all down there."

He dropped back down and huffed, "If she wakes up without an eyebrow or dicks drawn on her because my brothers are fucking assholes who think they're seventeen then that's on you."

"They would not draw a dick on her!"

Daryl smiled against her and she jerked when his thumb swiped over her nipple. "Carol they drew a dick on Brian when he was five. I don't think they give to fucks."

Carol stared wide eyed into the dark. The thought of seeing her daughter covered in sharpie designs of the male anatomy was to much. She looked to the door and bit her lip.

"Maybe we should go get her..."

He suddenly climbed her body and wrapped around her completely. Carol was on his chest as he rolled on to his back. "You said she'd be fine Carol." His voice was amused. "Besides Andrea is down there asleep to on the couch. Mac will probably start in on her before getting to Sophia. By then Brian will wake her up."

"You sure?"

"Yes." Daryl laughed, "Think he'd have a stroke if he seen her like that, so yeah, he'll wake her up."

Carol didn't want to think to much into what he said. Instead she just accepted it and sighed. His brothers were giant mansized babies. If they made a mess or done anything to Sophia she was going give them hell. Sophia would be worse though...and despite his nonchalance Daryl would be the worst. He'd beat the hell out of them.