He was just passing by Carol's cell when he heard a rustle and a curse and a whine of frustration from inside.

"Hey, hello? little help here?"

He ducked under the sheet and was brought up short by the sight of her with her arms up, her shirt twisted over her head and caught up under her chin, her back exposed all the way down to the low-slung waistband of her pants. She was hopelessly snarled, unable to free her arms or get the shirt over her head no matter how urgently she wriggled, and Daryl couldn't tear his eyes away from her.

He whistled softly, and she jumped at the sound, trying to bring her elbows down to shield her bare breasts.

"Daryl?" she asked hesitantly, blind behind the fabric. "Crap. Could you find Maggie or Beth or someone to help me with this, please? My chain's caught, and I can't seem to get myself untangled."

His tongue was glued to the roof of his mouth, and he couldn't stop looking at her. Wanting to touch her. What kind of a self-centered fucker was he, to find a woman in a situation like this and be able only to wonder how her skin would feel under his lips? She was helpless and couldn't even see him, and he had to be some kind of peeping-tom sleazeball, because he was half-hard just thinking about slipping up behind her and putting his hands all over her.

He shoved down the urge and stepped into the cell. "Sorry, everybody else is out in the garden right now. Have to make do with me."

"Okay," Carol said, a little shakily. "See, the chain's snagged in the fabric, and I don't want to break it if I can help it. Can you just…?" His hands were already at the nape of her neck, and he felt her shiver as he touched her. The fine chain peeked from beneath the neckline of the shirt, and he curled a finger under it, tugging gently to see how much slack there was. His other hand spanned her shoulder blade, pushing the cloth up and out of the way.

"Mm-hmm, you got yourself in a pickle here. Hold still, we'll get you outta this in a minute." Her shoulders tensed as his breath sifted across her spine, and a faint blush covered her as he worked. He tried to keep things business-like, but he didn't want to chance hurting her or breaking the necklace, so he touched her as delicately as he could, his fingers just brushing her neck and shoulders as he untangled the length of chain, and kept the rest of him well back from her.

It seemed as though Carol was barely breathing. At one point she made a noise, low in her throat, but she only nodded when Daryl asked, "You okay?" He tried to figure out what it was he'd done to cause that noise, just so he could hear it again.

Finally the pendant slid free, dangling between her shoulder blades, and Daryl laid his palm over her back for just a moment before he reluctantly stepped away. "That's got it."

Before he could move, Carol skinned the shirt the rest of the way off over her head and turned to face him, holding the fabric over her chest. Her eyes were dark and wide, and her cheeks were flushed. "Thank you for coming to my rescue," she said softly, and leaned up, brushing her lips across his cheek. His hand moved without conscious thought to curve around her waist, and he felt her tremble, like a jittery horse waiting for a rider to mount up.

The shirt fell to the floor between them, and she stretched up again, this time meeting his lips, and then his arms were wrapped around her, hauling her flush up against him, drowning in her hungry mouth. She made that low noise again, and it went through him like a static spark, setting his nerves on fire, and he squeezed her ass with both hands, grinding her against him.

He loosened his grip, letting her feet back down to the floor, and stepped back to catch his breath. This was way past any of the flirting they'd done, and he searched her face for a sign that it was something she wanted to continue. He thought he might have to go throw himself to the walkers if she didn't.

Her eyes were alight with some kind of mischief, and he wondered for a second if she was only teasing and didn't mean this at all the way he hoped. All doubts went out the window a second later, though, when she moved up against him again and ran her palm up the fly of his jeans. "So, you got a thing for damsels in distress?" she purred.

"Nah," he said, catching both of her wrists and pinning them behind her back with one hand, "but I did kinda like seein' you all tied up like that, with no place to go." She struggled halfheartedly against him as he dipped his head to kiss her shoulder, nipping gently at her collarbone, and slid his mouth down to her breast, running his tongue over her flesh, circling the pebbled areola, tasting the faint salt of her skin.

She arched against his mouth, pushing her breast into his face. "More," she ordered, and he smiled against the curve of her, nibbling at the underside, and turned his cheek to brush the bristle on his jawline against her. "Do it right!" she hissed, pulling harder against his grip.

"Don't think so," he drawled, enjoying her frustration, and he loosened his hand so she could pull away. She fell back, catching her balance and glaring at him, her face and chest rosy with arousal.

"You are fucking magnificent when you're pissed," he said, admiring the way her eyes flashed. She swatted at him, and he caught her again and pulled her toward him, cupping one hand around her bottom and running it down the back of her thigh. "Don't be like that, now. You really wanna rush this?"

"Yes," she growled, and grabbed his shirt in both hands, turning him around and pushing him back onto the bunk. He couldn't help but grin at her urgency, his own nerves gone now that he knew this was going to happen. He let his body go limp, falling back against the pillow as she crawled on top of him, letting her steer the course.

After all this time, she thought, who knew such a ridiculous situation could lead to this, and she almost laughed out loud for the sheer giddy joy of it.

He hadn't left the room when she kissed him, hadn't pulled away or shied from her lips or any of the ways he'd reacted before when she overstepped his boundaries; just laid his hands on her and crushed her against him and kissed her until she thought she might burst into flames, and she wanted to crow like Peter Pan. Topless. In private. With the man who fueled her nightly dreams and daily fantasies. She'd say it couldn't get much better than this - but it was about to.

She didn't know how long it would last, this relaxed and playful attitude of his, so she took advantage of it, bossing him around a bit and being more forward than she ever dreamed she could be. When she pushed him down on the bed, he just let her take over, falling backward under her, and she straddled his hips and took his hands in hers, pressing them into her stomach, drawing them up to cradle her breasts. She'd forgotten what it was like to feel this, the roughness of his calluses on skin that had gone too long unexplored by any hands but her own. His fingers wandered over her almost absentmindedly, like the two of them had all the time in the world to discover each other, and for all her earlier intensity she let herself unwind and sighed, pressing down into him, arching her back as he ran his thumbs around her nipples in slow circles.

"You're being too nice," she complained, and she leaned forward and rubbed one nipple over his lips, weaving her fingers into his hair and tugging until he opened his mouth to suck it in, first gently and then harder, making her gasp. He grabbed her hips and pulled her forward so he could reach both breasts, pushing them together and tickling each with his tongue, and she rocked harder against him, pressing herself into his avid mouth.

She pushed back onto his thighs, making him release her breast with a sticky pop, and she stilled for a long moment, looking down at him as he ran his hands lazily up her body, skimming over her ribs and stomach. She popped the button of his pants one-handed, and slid her fingers along his waistband for a few seconds before she moved to unbutton his shirt, starting from the bottom. As she exposed his belly, she bent her head and began to lick in long, slow strokes up the center line of his abdomen.

When she reached the top, she folded his shirt back and buried her face in his chest, running the tip of her tongue over his nipples, and he groaned when she dove in open-mouthed to give him a taste of what he'd done to her. He shuddered under the suction of her lips and tongue, driving his shoulders and hips into the bed and arching up into her just as she had, and his hands fisted in her hair, holding her head tight against him.

She pulled her head away and nuzzled his chest as he panted. "Mm, I think someone liked that more than he expected to."

"Goddamn, woman. That's fuckin'…. good. Really good."

She laughed and swung her leg over, sitting on the side of the bed and starting to undo her boots. "Good, I'm glad," she agreed, "but I nearly came from you humping up against me just now, and that's not what I had in mind at all. Take your pants off, Daryl."

She knew what she wanted, and she wasn't going to be shy about getting it.

He hardly knew what to make of this wild woman who wore Carol's face, ordering him around, rubbing herself all over him, but he liked it. When she started stripping his shirt off of him and nibbling up his stomach it was almost cheesy, but it felt good, too, and she seemed to be having such a good time he just let her go.

The sudden, electric charge he felt when she latched her lips over one of his nipples and sucked hard made him buck up into her, moaning like a damned soul. He'd had women lick them before, even suck them just a little, teasing him for a few seconds before getting on to the good stuff, but the intense feeling from Carol's hot mouth and tongue was on a whole different level. It was like there was a live wire running straight to his dick, and he was relieved when she let up before he embarrassed himself completely.

He got caught up in watching her strip and lost the race to get pantsless, because by the time he got his boots off and went to slide his pants down to join them, she was bare-assed in front of him, and all rational thought left his mind as she pushed him back on the bed again. "Raise up," she said, and shoved his pants down just far enough to get them out of her way before she climbed on top and guided him inside her.

Her weight shifted, and he looked up to see that she had taken hold of the crossbar under the upper bunk and was holding herself up, with just the tip of him inside. She had a funny look of concentration on her face, and he put his hands on her hips to help her as she let herself down, slow. She had her lower lip caught under her teeth, and her face read pain and pleasure and something else he couldn't quite figure out. And then he was sliding all the way inside her and he lost track of everything except that he was fucking Carol, his Carol, and she was so goddamn exquisitely hot and wet around him, he couldn't remember ever feeling this good before.

She sighed and wriggled around for a minute, settling herself on him, and she leaned down and kissed him, soft and yielding, the earlier bitch goddess left behind. "Been a long time coming, Daryl," she said seriously, "but I need to be clear - this isn't a one-time thing, as far as I'm concerned."

"Hell of a time for a heart-to-heart," he groaned, beginning to stroke up into her. She smiled and moved with him, clutched around him like a hot, slippery glove. "Wanted you forever, don't figure you're gettin' rid of me after this," and his hands clamped around her hips, pulling her back and forth against his length as she rode him.

"Yeah, baby, just like that." He wasn't sure where that had come from, baby, but she didn't seem to mind. He raised his knees, and she leaned back against them, pulling at the bar, and he thought he might go crazy from the slow slither as she tightened around him.

"Wait, wait a second. I need…" She let go of the bar and moved off of him, ending up on her hands and knees. "Like this." He didn't need a second request, and he came up behind her, sliding deep inside her, and both of them groaned at the same time. After a moment he moved his knees outside of hers, pressing her thighs closer together, and she whined through her teeth at the increased sensation. "Yeah, that's it," she whispered, "so good, Daryl, so good…"

"Jesus, so fuckin' tight," he moaned, wrapping one arm around her waist and holding her tight against him as he blindly thrust into her. He pulled her up to his chest, fucking her in short strokes, and as her breaths became frantic grunts he brought his other hand around to rub her clit. "Gonna come for me, baby? C'mon, let it go. Come for me."

Her body went rigid in his arms, and she threw her head back and screamed, "fuck! oh fuck, oh god oh god Daryl!" and clenched so tight around him he thought she might tear his dick right off. She went boneless and slumped down in front of him with her face in the pillow and her gorgeous ass high in the air, shuddering.

He ran his hands over her, stroking down her back and over her ass as she twitched through the aftershocks, her breath coming in gasps, and he went with her as she slowly rolled over on her side, holding him inside her. "Give me just a second," she whispered, and pushed back against him. He pressed her leg up and slid a little deeper, getting the angle right, and she squeaked, "oh god" again, and he moved, slow and easy, until her moans and rolling hips told him it was time to bring it home. She reached around and grabbed his ass as he picked up the pace, burying his face in her neck and rocking against her in the oldest dance in the world, and as she clutched around him again he poured every bit of himself into her, coming so hard his toes curled and his vision went white.

When he could see again, he had to look twice to make sure Carol was breathing, the way she was splayed out like a rag doll. He rolled onto his back and eased her over so she was curled up with her back against his side, her head on his arm. The cell was a little chilly, and both of them were covered with a sheen of sweat, so he pulled the thin blanket over them and just let go of everything, falling asleep in a matter of seconds.

He woke to the sensation of her hand playing over his stomach, and for a second he couldn't figure out what she was doing naked in his bed. Then he realized it was her bed, and he was naked too, and it all came flooding back, along with a pretty happy Dix Junior. It didn't help that Carol kept squirming against him, and he told her so.

"Told you it wasn't just a one-time thing," Carol mumbled in his ear. "Wanna go again, big fella?"

If he couldn't clearly hear voices in the block below he would have taken her up on it in a heartbeat. "Can't, and you know it. We're lucky we ain't had a whole crowd of nosy-ass people up here lookin' for us already. All I came in for was to get a drink and find my buck knife - didn't know you were gonna get me sex-drunk and take advantage of my weakened condition."

She leaned over and bit his shoulder. "Who was looking at me naked? I wasn't the one taking advantage."

"Well, wasn't me started it. Who kissed who first? I believe that was you."

"So, what, I tripped and fell on your dick? Sure, that's a likely story."

"You got a sassy mouth on you, miss. My vote is, we don't give 'em any story. Let 'em wonder."

"Admit it, you like my sassy mouth." And she burrowed under the covers and let him experience that sassiness in a whole new way.