AN: hey all, prompt fill from Vickih. This is smut, been done before but this is one of Vicki's favorite prompts and she asked me to do. Let me know what you think:)

I do not own or profit from The Walking Dead

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Fuck...she was trying to kill him.

Daryl watched as Carol moved about the outdoor kitchen of the prison. Happily chatting with a group of Woodbury residents helping her prepare food.

There was something different about her lately she had changed. She seemed more sure of herself, more confident...and she was driving him crazy with the new clothes that was accompanying her new attitude.

It must have happened while he was out with Michonne, a run for women's clothes and Carol's wardrobe has been given a needed boost. They must have only hit one or two stores, what she was wearing lately didn't strike him as choices she would normally make. Tops showing off her tits and jeans hugging her ass seemed to be all she was wearing lately.

He stiffled a groan from the watch tower as watched her bend over to grab some pots and pans from the a low shelf. It's like she was doing it on purpose he thought as her ass swayed then she got down on her on her hands and knees she leaned forward pushing her ass up in the air as she reached under a cupboard for some mystery object.

He whimpered a little as her ass, pushed up even more as she reached even further for whatever the fuck it was that had fallen.

"Fuck me" he whispered adjusting the front of his pants. Since he got back from the latest hunt for the governor she'd been driving him crazy.

They were friends, but he knew they could have more, he wanted it too. He knew his feelings went past friendship. There was something between them simmering under the surface and neither had been brave enough to make the first move.

She clouded his thoughts constantly. He was becoming a little obsessed with thoughts about her, it was his favorite past time, and it usually involved her flat on her back or her ass up in the air kinda like she was right now. Fuck for that matter against the wall, on the table, in the shower, just about everywhere in the prison he'd spent any time he'd fantasized about having her. It was becoming a problem, it was becoming embarrassing he thought looking down at his groin.

He moaned as she stood, and both of her hands palmed her ass as she wiped some imaginary dirt away. Fuck what he wouldn't give for his hands to be on that ass.

She leaned forward then picking a box of canned vegetables. She looked as though her boobs might fall out of the top she was wearing.

He growled then as Rick walked by straining his neck to get a better look on his way up to the tower to relieve him.

It was somebody's birthday tonight, some Woodbury asshole. Carol was trying to make every birthday special. They would probably be outside for awhile tonight he thought as supper got started, light some fires and sing kumbaya and all that shit. Waste of time, attracted the walker's if you asked him.

She had to be doing this on purpose he thought as she put her hands on her boobs seemingly to adjust her bra. Fuck he leaned forward to get a better view his hand coming down to adjust the front of his pants yet again.

"Don't fall over the side of the railing"

He jumped at Rick's voice behind him suddenly. Face flushing in embarrassment at Rick's knowing grin.

"Ain't funny asshole,...and by the way keep your eyes and your hands to yourself." He gruffed out.

"Hey" Rick said putting up his hands "Carol and I aren't like that but you can't blame a man for looking...besides thought you guys were just friends."

"Pfft" Daryl said unsure what to say, Rick was right he had no claim to Carol.

"You going down to the party?" Rick asked gesturing to the gathering group down below.

"I ain't exactly the party type" Daryl snapped

"Well I know one thing your the cranky type..why don't you go take care of that" he said nodding to groin "Might put you in a better" he finished chuckling

Flipping Rick off he exited the tower to Rick's laughter.

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"Where in the world is he going in such a huff?"

Carol looked over at Maggie who was helping her set up the birthday party for Ryan from Woodbury.

They had idea what the actual date was but it was close enough and Carol was trying to boost morale especially in that little family. He had lost his wife and those two girls pulled at her heart a little even though she tried to deny it.

She was overwhelmed a little by the new group, she was trying to be everything for everyone and it was becoming a little much. She needed to let off steam, she was ready to burst. She needed Daryl.

Things had been changing between them she could feel it. It's like they were threading water though no going anywhere or moving. Neither took the initiative to make a move, she wasn't sure why. She was scared she guessed. But lately the looks he'd been giving her were so scorching hot she felt as though she was melting into a puddle of goo sometimes.

He had a possessive gleam in his eyes and it was always as though he wanted to eat her alive. She spent most of her time with him with goosebumps running down her back. They were building up to something and she knew that when it happened there would be fireworks..explosions.

"Oh you know Daryl" Carol said thoughtfully. "I think I will bring him a plate of food...I doubt he will be back for supper."

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The cell block was deserted as he made his way back to his cell. Everyone was outside for the party Carol had planned.

Rick was right he was crankier than usual...this had to change he needed to just man up and make a move.

He sighed adjusting the front of his pants yet again as got to his cell, pulling the blanket over the bars. He was doing anything until he took care of things like Rick said. He didn't want to be a like teenage boy going off before things even got started. He slumped down in the chair beside his bed and kicked off his boots and pulled off his shirt. Opening his pants he pulled out his rock hard dick relieved at the fact it was free from it's confines. He looked down at it for a moment and muttered "traitor" before grasping it in his hand and starting to jerk it slowly.

In his mind he could see her, Carol. He pictured the time on the road he'd been keeping watch for Carol as she cleaned up at a creek. He'd thought he'd heard a noise so he'd crept closer and gotten an eyeful.

She'd had her shirt off and bra and was washing herself up. Her breasts were fucking perfect. The perfect size, and firm she had a body most twenty year olds would be jealous of. He had wanted to go to her that day, but he'd held back watching her while he felt like a creeper.

He pictured them again as he stroked his dick stopping to pick up some moisture from the leaking tip, he could almost picture her there with him, imagine that it was her soft hands stroking him.

He wanted his mouth on those on her breasts, he wanted to suck on her nipples, fuck he wanted to bite her so everyone would know she was his. Because she was his, she just didn't know it yet.

He picked up speed as he imagined her down on her knees in with her ass up in the air like she'd been positioned outside to grab the fallen spoon. Fuck just the thought of having her spread out like that for him ready for him to pound into her had him ready to lose his mind he thought as he jerked his dick even harder.

"Christ Carol" he groaned as he got close.

He almost missed the gasp but he didn't and looked up without stopping the movement of his hand. There she was standing there behind the bars a plate in hand. The blanket opened just enough to give her a view of exactly what he was doing.

He didn't stop. His eyes were focused on her, she was embarrassed he knew that, but he saw something else. She was flushed with heat, the sight of him doing this was turning her on.

"Fuck" he groaned "Come in here" he said his voice raspy.

She didn't hesitate stepping in, shutting the curtain more firmly and setting down the plate and turning back to him with a slightly shocked, slightly dazed expression. If he hadn't been so turned on by the way her chest was heaving watching him he might have laughed at her expression. It was so fucking cute.

She ran her hand through her hair, and then her fingertips trailed down her neck coming to rest lightly on her breast. It was almost unnoticeable but he saw it the slightest squeeze of her breast and it did him in, making him cum moaning out her name.

He was panting watching her as he came down and cleaned up, her expression unchanged.

"This is what you do to me" he grunted out.

"It is?" she whispered

"Yeah" he said "it's ways been you Carol...you're all I ever wanted, even before I knew what I wanted...your if for me it's always been you"

She smiled then, that smile he loved "That was the sexiest thing I ever saw" she said "I thought I was going to orgasm just from watching you, ...I wanted you inside me when you said my name."

He groaned as his body came back to life at her words, his dick suddenly painfully hard again at her words. "Get the fuck over here" he moaned as he grasped his dick again.

"Here" she said straddling him on the chair grasping him in her hand as his mouth attacked her neck. "Let me help you with that this time."

"Fuck" he groaned unbuttoning her top and pushing it off her shoulders. He pressed his forehead to her bare shoulder his lips lightly brushing over her clavicle as her hand continued it's movement. "I can't believe this is really happening." He panted as his lips found her nipple sucking it into his mouth, his teeth lightly scrapping down over the tip biting down lightly before his tongue flicked over the area. She groaned arching her back pushing her breast slightly more into his mouth. He was suddenly frantic standing her up and pulling her pants and underwear off until she sat back down named in he's lap.

"Fuck I've fantasized about you in so many ways. This better not be a one time thing" he growled "there's a hell of a lot I want to do to you...I won't ever have enough time."

He slid his fingers in between her folds, sliding them along her slit groaning at how wet and ready she was for him.

He circled her clit and she grinded down on him searching out more friction.

"Tell me you're mine" he grunted slipping his fingers inside of her and curling them, loving the fact that it was him after all the dreams, it was him making her lose control. She was real and writhing on his lap,not some figment of his imagination. She lifted her hips up, lining his dick up with her entrance when he moved his hand and slid down on to him "I'm yours" she groaned. She was so tight, and warm. It was exactly how he had imagined this moment only better. He thanked fucking god he had jerked it before or else he would have lost right then and there watching her eyes as she adjusted to him. He felt her inner muscles grip him tightly and let go as she rose up again and he slid out of her again, almost to the tip and she slammed back down letting him fill her to the hilt.

He was sure his grip on her hips and ass, were bruising to her. He clutched as she rode him, for all intents and purposes. Part of him was scared if he let her go she would disappear.

As her pace excels rated she held on to him threading her fingers through his hair, his mouth was continuously exploring her neck and the spot behind her ear that she loved "Tell me that YOU'RE mine" she said

He couldn't speak he was so caught up in the moment and holding himself from cumming.

When he felt her orgasm and cry out his name he let himself go, surrendering control, thrusting himself up and into her fiercely, following her.

He was rubbing her back when he remembered what she said, tracing an imaginary pattern into her skin. "I'm yours" he said hoarsely "There was never any doubt"