Author's Note: Obviously, the characters aren't mine, so don't sue. This has been kicking around in my head ever since I read an interview with Norman Reedus that said he played Darryl as a virgin. Considering we don't know what will happen in season 3, I took a few basic ideas from the comics when the characters were living in the jail and went with it. This got the M rating because of language and some sexy times, but it's not too detailed in that area. Feedback is appreciated!

"You can't make us go live in there...with them."

Darryl flinched at the disgust he heard in Carol's voice. Rick, Glenn, Hershel, Andrea, Michonne, T-Dog and he had spent most of the day, and most of their remaining ammo, cleaning out one section of the prison of Walkers and locking down the rest of it, making it safe for them to hole up for the night. The Grimes gang along with the help of the few surviving prisoners, that is.

And that's who Carol was objecting to - the former residents of the only secure place left in the world.

"We have the Walkers contained," Rick said. "At least until the morning. We can't work in the dead of night, too much of a chance of one of them sneaking up behind us. But Axel and his crew sealed them up in the other block a long time ago, Carol, and they've been living in here all of this time without a problem. And we've gone back and made sure to jam all of those exits. There's no way they can get to us..."

"She doesn't mean the Walkers, Rick," Lori said, her face taunt. "She means Axel and his friends. The prisoners. And I agree. I don't know how safe I feel knowing that they're roaming free..."

"I don't feel safe sleeping tonight knowing they're nearby," Carol said in her soft voice.

"I agree," Maggie said. "They're convicts. They were put in this place for a reason..."

"You've all been sleeping near one ever since I joined up with this little party." The words were out of Darryl's mouth before he realized it. He felt all of the group's eyes turn on him, but the ones that seemed to burn through him were Carol's. "Never seemed to bother you before." He met Carol's gaze, knowing full well the direct eye contact along with his gruff voice would make her look away and back down, that her worthless now ex-husband had conditioned her to fear a coming blow at the least sign of anger. She didn't object to that abuse, but spending time in a place like this she objected to. "But maybe it's just because you didn't know, ignorance is bliss and all that shit." He had unknowingly turned all of his attention on her, turning to speak directly at her, even taking a step forward. As he knew she would, she put her head down at his approach. "So yeah, woman, you're now living with an armed robber, a tax fraud, a drug addict, and a guy who murdered his wife and her boyfriend. Oh wait, and me. The other murderer." He turned back to Rick. "You gonna lock me up with them in some cell in another wing to keep me away from the general population now that you know?"

Rick stared him down in that quiet way he had. "How long did you serve?"

"My whole sentence. It was a stupid mistake a long time ago when I was kid." He looked back at Carol. "These poor bastards are no more of threat than I am. Or Rick." He looked back at Rick as if challenging him to deny it.

"Or me," Michonne said from behind them. Everyone practically jumped as she spoke up. She had a spooky way about her that made everyone forget her presence, that is, until she did something deadly. Darryl would have to disagree. Of everyone currently on site, Michonne was the most dangerous one of them all.

"We all have blood on our hands," Michonne continued. "That is the way of this world. The old one is gone, including whoever or whatever we were before."

Rick nodded quietly to himself. "We can bunk up together in the cells if it bothers anyone. Eventually we can all spread out more when we're more...comfortable. But for now, let's try to get some sleep."

Darryl watched Carol follow the others inside.

He was surprised to find her in a cell by herself. He figured she would hole up with Beth and Andrea. But he found her in a cell at the end of a hallway, about as far away from everyone else as she could get. All of the cells were the same, two bunk beds and a toliet. Home Sweet Home.

He knocked on the bars of the door that she had kept open (he didn't blame her - although nothing was powering the doors now, he wouldn't want to shut them either) and she looked up, questioning, from arranging the two mattresses from the bunk beds on the floor next to the two battery-powered lanterns that were illuminating the room.

"I brought you an extra blanket," he said, holding it up. "In case you get cold."

Carol nodded, a small smile on her lips. "Thank you."

"You're welcome." He held it out and she took it, her fingertips barely brushing his. She did that a lot, reach for things and touch him not-so-accidentally. Probably had something to do with needing human contact.

"So who did you kill?" her voice was so soft, unassuming like her, though he would swear he would hear it across a field, so aware of her he was. It scared him that the first person he sought out in camp, no matter what, was Carol. Where was she? What was she doing? Was she all right? And why did he care so damn much?

"Conveinence store clerk. Merle and a few of his buddies decide to rob the place. I was 17. Guy had a gun behind the counter and pulled it so I pulled mine. I was just quicker. Not quicker than Merle and his boys when it came time to run - they left me in the dust behind and I was pretty much just waiting for the cops to show up. Since I was 17, I was tried as an adult. It was a stupid thing to do to some poor guy just trying to make a living. I'm not making any excuses for it. But I came to a place much like this, I served my time, I survived." He shrugged. "So now you know."

She nodded. "I do."

"Look, if you're still worried about those guys and you're not scared of me..."

"I'm not scared of you," she interrupted with a clear voice.

"I can stay here, make sure none of them mess with you."

A small smile flickered across her face. "OK."

He dropped his pack containing his stuff inside the door to her cell, and then grabbed his bedroll, ready to go back outside.

"What are you doing?"

"Going to guard your door for you."

"I didn't think you meant that."

He stared at her blankly. "What did you think I meant, then?"

"That you were going to sleep with me."

She said it so matter-of-factly he was sure that he was the one now that had misunderstood. He shook his head as if to clear it. The others in the group had many times slept huddled up next to each other for warmth or protection. He was the only one who was more comfortable out in the woods away from people. She was just wanting someone to lay next to that would make her feel secure. With the two mattresses on the floor, they made a fairly large sized bed. There really wouldn't be anything intimate about simply sleeping together.

"Oh. All right then," he said, dropping his stuff back down. She smiled that small, soft smile again at him, that bare curve at the corner of her lips that somehow always made him feel like he was watching a sunrise. He watched the delicate curve of her neck, the graceful way she moved as she spread out the blankets, the pillows, like she was making a bed at home instead of a run-down jail cell turned hideout from the zombie hoardes that you could still hear moaning if you listened carefully.

Wait a second. These were thick walls. He shouldn't be able to hear any of the noises from outside. That could only mean...

He whirled around, his hand automatically reaching for his gun, clicking off the safety, the hairs on the back of his neck standing on end as the moaning grew louder.

Carol ducked her head and put a hand to her mouth, and he heard her soft laugh. And it occurred to him that what he was hearing wasn't zombie moans at all...

"God damn Glen and Maggie," he said, putting the safety back on his gun and holstering it. "It's like people get a basic amount of privacy and forget that sound travels really well in a place like this when its empty." He raised his voice just slightly at the end, hoping they could hear him and maybe try to quiet it down a bit.

"I had neighbors like that at my first apartment," Carol said. "And paper-thin walls."

"I think we all did." Darryl set his gun down on one side of the makeshift bed, wondering how now he was going to lie next to a woman like Carol and try to ignore what was going on around him. "I'll lie nearest to the door so I can keep an eye on it, I'm a pretty light sleeper..."

His words were cut off when she pressed her lips against his.

Her lips were how he always thought of Carol - soft and warm and inviting. Her small hands pulled at his shirt, bringing him in closer to her, so she could press her curves against him in a way that made his head spin. He didn't know where he was supposed to put his hands, though he knew where he wanted to, all over her, but his confusion finally won out over other parts of him and finally put his hands on her shoulders and gently eased her away from him. So much of himself wanted to pull her back, throw her down on the bed, do all the things that he had accidentally witnessed Merle doing with his various girlfriends throughout the years, but this was Carol. He didn't want to hurt her. She was good, and didn't need to be mixed up with the likes of him. So though it killed him, he gently pushed her away and said, "What is this? If you can't beat 'em, join 'em?"

He realized as soon as he said it that he had miscalculated and had hurt her in a completely different way. The hurt in her eyes flashed, almost as if he had hit her. Then she put her head down and said in that soft voice, "I'm sorry. I shouldn't have... I misunderstood. I'm older and I know I'm not much to look at. If you were looking for that you would probably go to someone like Beth - young and pretty and blonde. That's what Ed always preferred over me."

"God damn it, Carol!" he blasted, his voice bouncing off the confines of the cell and he winced as he saw her duck her head again, waiting for a blow that wasn't coming. "I'm not Ed. I don't want some stupid little bimbo like Beth, I want you! You're beautiful and you're sweet, so God damn sweet. You're too good for the likes of me, don't you get that?"

She shook her head emphatically, and were there tears in her eyes? "You're a good man, Darryl."

"You keep saying that but it isn't true. I'm a fucking high school dropout. I went to jail. You wouldn't even look at me if it wasn't for all this shit. If we were living back in the real world, you'd cross the street to get away from me!"

"No I wouldn't."

He sighed, looking at her directly. "No, you probably wouldn't. Because that's just how good you are." She was so close, so God damn close, and all he wanted to do is take her in his arms and prove to her how desirable she was. If Ed wasn't dead all ready, he would be now. He tried again. "And I'm...I'm..." He shook his head. Why bother anymore? "Damn it." He moved over to her, pulling her close and kissing her hard. She didn't fight it at all and instead threaded her fingers into his hair, kissing him back, her tongue brushing against his. She tasted like honey.

He slid his hands under her shirt, relishing the softness and warmth of her skin against his rough hands. When he reached her breasts, God, she wasn't wearing a bra, she made a soft noise against his mouth and reached between them, yanking her shirt up and over her head, standing unashamed in front of him and making quick work of his shirt. He let her undress him, a bit surprised at how aggressive she was. Who knew that under that quiet exterior lay someone who was practically ripping his clothes off? He kissed her neck, letting his hands roam on her now naked body. "You're gorgeous."

That small smile at the corner of her mouth practically killed him. "You're the first to say that in a very long while."

"Then I'll say it again. You're fucking gorgeous."

She practically pulled him down on the bed on top of her - he was really beginning to like this new side of her - and kissed him hard, wiggling under him to position herself just right...

And it was suddenly like the world dropped out on him because there was nothing else but her - her nails digging into his shoulder, her little gasps and moans, his name on her lips. She gasped and shuddered under him and then he went over the edge with her.

He came back to himself and realized he was laying heavily on top of her and moved so he was lying next to her, facing her. "Damn, the neighbors are going to be complaining about us too," he said, kissing her shoulder.

She smiled, ruffling his hair with her fingers. "We gave Glenn and Maggie a run for their money. I think the rest of the building probably hate us."

"Oh well, let 'em."

"You know, I was with Ed for 12 years and only had an orgasm twice in all that time. And with you it was like, bang, instantaneous." Her smile was practically indecent.

"Beginner's luck," he said and then realized what he just said. "Oh, my God."

She was staring at him. "What?"

"Jesus, you're like truth serum."

She was really staring at him now. "Are you...were you..."

He sighed. "Yes. Congratulations, you popped my cherry. You nailed a 34-year-old virgin." He dared to meet her eyes. "Merle used to torment the fucking hell out of me for it. Even tried to buy me a woman a few times, but I didn't want to be so pathetic that I'd have to pay for it."

"Why would you ever need to pay for it? Look at you."

"Yeah, look at me. I'm not winning any awards, I know. And I don't have the most winning personality, either."

"You are joking right?" She shook her head. "You are a decent, good looking man who doesn't see it at all. I hate Merle for doing that to you."

"And you're a gorgeous, amazing woman who doesn't see it either," he said. "I hate Ed for doing that to you." He kissed her again. "We're the perfect couple."