A/N :- Another little thing from me. Not a One-Shot this time, two maybe three chapters to this fic. AU and full of smut. So if Caryl smut isn't your thing, this isn't for you.

*Disclaimer* I unforunately, don't own the characters used.

The stippled sunshine of the forest gave the green darkness a fantasy-like quality. It took their breath away. Beautiful and lavish in the late cool warmth of spring.

The ground was soft and spongy underfoot as they completed their hike, the trees dressed in moss, rocks around a quaint pool. The small pool ran off of a nearby creek and gathered, sparkling and cool, in an eroded little alcove, the boulders surrounding it creating a nice little swimming spot. It was just deep enough to stand up in and the water was clear and refreshing.

Reaching the enchanting spot was not easy, and Carol sat down at the edge of the pool, pulling her backpack off, then her shoes, and finally removing her soaked outer shirt. The breeze felt nice on her pale, exposed shoulders and she closed her eyes, smiling at the touch of wind that sent stray pieces of her curly auburn hair floating about her face. Daryl sat down next to her, removing his backpack and boots as well, then pulling off his shirt, his muscles bunching.

"Don't tease me like that!" Carol said playfully, her blue eyes now open behind her glasses, trying not to stare as he pulled the shirt over his head and smirked, his blue eyes smiling.

Daryl turned and threw his shirt over a rock, the afternoon nice and mild, the sun shining off the sweat on his back. "Feeln' gross n' sweaty. We can eat in a bit, but right now 'm going for a swim." Standing, he peeled off his worn jeans, exposing his hard calves and thighs. His short, shaggy hair and beard were dark brown against his lightly tanned skin and his arms were thick and powerful, easily vaulting over the low boulders into the water.

Carol hadn't realised just how hot the hike had made her until she saw the rivulets of water trickling down Daryl's neck and broad shoulders as he resurfaced from beneath the water. Spraying her with droplets as he shook his head, Daryl turned back to see her pulling off her own shorts. She nearly tripped as she took off her socks, but caught herself on one of the small boulders, her breasts jiggling in her tight white undershirt.

"Ya comin' in?"

"No, I'm just undressing because I hate clothes - of course I'm coming in!" Carol stepped into the water with a little squeak, then plunged in, emerging and smoothing her hair back.

"Ya forgot ta take off ya glasses."

"Dammit!" She blushed and moved to the edge of the pool, laughing and pulling herself up on the rocks, her white underwear now quite see-through and clinging to her ass. Putting her glasses next to her discarded clothes she turned to ease back into the water, her nipples pressing against the tight cloth of her bra and undershirt. Her bra was a dark stain beneath the wet shirt that clung to her curves.

Daryl felt himself stiffen in the cool water, his boxers billowing around his erection as she swam toward him. She splashed water into his face and laughed at the look of surprise.

"Mmm... the water feels nice after that hike." She dipped her head back into the water, pushing her chest up, and smoothed her wet hair. He stared hungrily at her clinging shirt and the water droplets hanging from her earlobes like silver pearls.

"Daryl?"

He moved toward her slowly, his broad chest swishing through the water. Carol bit her lip, uncertain what to do, suddenly very aware of the clinging cloth and the tingling cold water between her legs.

Reaching one thick arm, dripping, out of the water, Daryl trailed his fingers from her elbow, over her shoulder and against the hollow of her neck, feeling her tremble. Her skin was soft and slick and he heard her breath become more shallow, quicker, and he moved his hand to the back of her neck, tangling his fingers in her hair. Leaning in, he licked the delicate droplet from the tip of her earlobe, wrapping his other arm around her waist beneath the water, drawing circles with his fingertips on her hips and lower back.

"Da-Daryl..." Her hot blush radiated from her cheeks as she trembled under his touch. Carol pressed against his chest, the wet shirt wrinkling, her hard nipples leaving wet marks on his skin as the water moved her against and away from him. She looped her arms up around his shoulders, one hand in his hair, the other gently scratching his strong back. With his fingers in her hair, Daryl leaned her head back, looking at her parted lips, her wide eyes. Carol looked back, her gaze darting between his blue eyes and his mouth, her breathing shallow and warm on his face. They were inches apart.

"Dar-" He pressed his lips to hers, hard, pulling her against him. Carol collapsed into his chest, grasping the back of his neck and rubbing against him. Looping his hand under her thigh he brought her leg up and around his hip, lifting her in the water and wading to the rocks nearby.

Carol felt the rocks against her back and curled her toes in the pebbly bottom, Daryl setting her down. Her leg was wrapped around his hip and she could feel the warmth between them as they drew closer together. His mouth was hot on hers, his tongue darting and exploring her soft mouth. She pulled away slightly, bit his lip, sucking on it before she surrendered again to his kiss.

Daryl could feel heat emanating from her opening, wet and soft, as he brought his leg between hers, pressing into the mound beneath her panties. Her hand dropped to his chest, trailing fingernails down the hard muscle and around his side, dipping under the waistband of his boxers, and circling back and forth around his tip until the skin was exposed to his upper thigh.

Carol dug her nails into his hips, softly, trailing her fingers to the front and slowly reaching lower, caressing his hard length which twitched under the fabric. She giggled into his kiss, her hand tracing circles to the outside of the other hip where she worked the waistband down as well. She broke the kiss, moving lower, kissing his jaw and neck, shoulders and chest as she continued to drag his boxers down.

Daryl ran his fingers through her hair as her wet, hot mouth kissed and licked the droplets of water from his burning skin. Feeling his boxers move lower and lower he pressed his leg against her pussy again, grinding her into the rocks at the edge of the pool. His hard cock was out of it's fabric prison with one final tug and he grasped Carol's wrists, pulling her arms over her head and holding them with one hand. With his free hand he yanked the edge of her shirt up, the fabric peeling away to reveal supple skin.

Wiggling the rest of the way out of his boxers he threw them and the shirt out of the pool. Running his hands over her stomach, sides, hips and ass Daryl pushed Carol harder against the rocks, rubbing against the junction between her thighs through the thin underwear, her soft moans close to his ear as he leaned into her.

As Carol wrapped her arms around Daryl's neck again she pushed against his chest with her wet bra, the now bare skin slick against his abs and hips. She felt him unclasp the strapless bra and it fell into the water between them, ignored as his warm, rough fingers cupped and squeezed her tender breasts, her nipples hard against the palms of his hands. As he played with her firm breasts he met her mouth with his again, kissing her softly, one hand wandering down to the edge of her panties and pulling them down just enough to slip his hand inside and grab her ass.

"Mmmm..." Carol moaned softly into the kiss, her eyes closed and her breaths coming in short bursts.

"Daryl... I... " He could feel her blush as she formed the words, barely a whisper, "Daryl... I want you... "

Slipping his hand around to the front, Carol gasped as he slid his fingers down over her pussy, wet and hot, and whispered back, close to her ear, "I wantcha' more."

Moaning into Daryl's neck, Carol arched against his fingers, letting one hand travel down to his cock, grasping the hard shaft in her petite hands, squeezing gently, trailing her fingertips to his head and sliding back down the shaft. His breath caught in his throat as she reached to cup his balls and stroke them.

Daryl circled his thumb over her swollen clit as his fingers ran between the soft lips of her slick opening, teasing the tight hole. Pulling softly away from her, Daryl pulled down her panties and she stepped out of them. He threw them and the bra into the pile of wet clothes.

He took a moment to look at Carol, shy and blushing, as the water lapped softly just below her round breasts, her skin patterned with drops and rivulets of water. Her hair was still slicked back but had started to curl as it dried. Her lips were red, her skin soft and light, and her gaze trailed over him as well, a nervous smile quirked across her face.

"C'mere." He said, his voice quiet and intense.

Biting her lip, Carol closed the gap between them, the water cool as it touched her intimately, tingling across her feverish skin. Grabbing her delicate shoulders, Daryl gently turned her around so her back pressed against his chest. He moved the hair from her neck and trailed soft, hot kisses from behind her ear, down her throat and across her shoulder, wrapping one strong arm beneath her breasts where the water lapped at her skin, the other caressing her hip and lower stomach.

Carol leaned her head back against his chest to better expose her tender neck, her lips parting, the breath a silent moan as she trembled under his touch. Pressing her ass against his throbbing member, she swirled her hips in the water, driving him crazy.

Daryl moaned into Carol's shoulder, pressing back and twisting against her. Swiftly, he ran his fingers down the center of her stomach, lower and lower, as she arched against him. He slipped one finger inside her slit, brought it out and back in again, twisting and thrusting, his other hand rolling one of her hard nipples as he trailed kisses up and down her silky neck. The tightness and heat of her opening as he dipped his fingers inside her made his cock twitch.

Daryl pulled her harder against him, grinding against her ass. Releasing her nipple, he pulled her thigh up from behind, fingering her deeper, adding a second finger as she moaned.

"Take me wh-where... it's shallower..." she begged between moans, breathing hard. Slowly Daryl moved toward the shallowest area, the water receding until it only came half way up to their hips. Twisting, Carol turned and kneeled on the rocky bottom, the water caressing her shoulders as she kissed down his stomach.

"Mmmm... " Daryl groaned as she teased him with light kisses. Curling his hand around the back of her head he tangled his fingers into her hair again, struggling not to force her mouth down around his hard shaft as she licked the tip and gently took his head in her mouth. Her chin grazing the waters surface. Carol sucked and his arm stiffened, his hips and ass flexing as he struggled to stay in control.

"Relax... " she whispered, lightly scratching the fronts of his hips and thighs, one hand moving to cup his balls and stroke the patch of sensitive skin. Taking his head in her mouth again, Carol took the rest of him deep, torturously slow, flicking her tongue around his engorged cock, grazing it with her teeth. Sucking hard as she pulled away, Carol grasped the shaft with her hand, pulling toward her. Moaning softly she took him again, faster, her hand pumping, her lips wet and red around him.

"Fuuuuck..." he moaned as she went faster, swallowing him, taking him deeper and deeper into her wet, hot throat

Daryl could feel himself hitting the back of her throat as his fingers dug into her hair, pushing her harder, his hips moving forward to meet her as the tightness and heat brought him closer to coming. His balls squeezed, tightened, and he pulled her head back hard, spraying hot cum all over her lips and chest, dripping from her open mouth.

Carol licked her lips, swallowing his cum and dipping her fingers in the thick liquid, sucking his head to get the last drops before they fell into the water. She stood, the water trickling from her back and shoulders, and wrapped her arms around his neck, kissing him softly, sensually, his taste on her lips. Breaking the kiss, Daryl lay his head on her shoulder, his breathing evening out.

"Mmph." he grunted, his head heavy on her shoulder. Carol laughed and pushed him off, splashing him with the cool water. "Let's clean off, have lunch and take a nap. Remember, we've got to hike back down, unless you want to sleep under the stars tonight?"

She pushed at him playfully, wading out into the deeper water, cleaning off the pale streaks he'd left on her. With their waterlogged clothes drying in the sun, Carol and Daryl sat down to their picnic, wearing hiking shorts over bare skin, Carol with her over shirt buttoned once above her stomach. They laid a blanket on the spongy forest ground between the spreading trees and the rocky edge of the pool. A little cooler packed a perfect lunch for two and they pulled out sandwiches, chips and baby carrots, cucumber slices, homemade potato salad and sliced fruit. They chatted as they ate slowly, savouring the afternoon, laughing and telling stories.

The breeze was warm and the afternoon light streamed down between the green leaved canopy, dappled sunlight making patterned on the dark blue blanket. The air smelled of pine and wild flowers, and the occasional seductive hint of musk as the wind blew Daryl's smell to Carol, stirring deep in her stomach as she tried to focus on the conversation.

"So how did you come across a place like this?" Carol started, "it's like a perfect little fairy tale, how'd you find it?" She asked.

"Oh, uh, my grandpa n' me would come here when I was a kid, s'outside the normal paths, our own lil' place, after he died I couldn't find it no more. Then one day when me n' Merle were huntin' we took a wrong turn n' ended up here. Right in grandpa's secret spot."

It was a sweet memory, laced with sadness, and Carol smiled, looking around.

"It's beautiful." She looked up into his intense blue eyes and swallowed hard.

"You're beautiful..."

Daryl put his hand on her knee, rubbing softly as he looked around at the trees and landscape. She gathered napkins and plastic forks and empty baggies from the meal and put them back into the cooler.

Carol tried to keep herself distracted as Daryl's fingertips began to outline patterns under the edge of her shorts, moving up her thigh.

"Are you ready for a nap?" She asked, hoping a nap would help her relax.

"Sure." He replied, laying on his back on the soft ground, his hand still on her leg. Carol lay down next to him, curling onto her side and looking at the muscular shoulder and arm as Daryl brought his other hand up to cushion his head. Moving into the hollow of his side, she lay her head on his shoulder, kissed his cheek softly, and nuzzled into his chest, spreading her fingers slowly over his skin.

The drowsy warmth soon had them both dozing softly under the rich green leaves, breathing deep and slow. The air was calm, birds chirped and insects buzzed as they inhaled and exhaled in the comfortable afternoon.