This is my version of the flirting-on-the-bus scene from 3x01. Most of the dialogue is from that episode and doesn't belong to me. The Walking Dead and all related characters do not belong to me - I'm just taking them out to play.

Daryl stood on the overturned bus eying the fence line wearily. They had made their way into the prison yard, though they were all exhausted and nearly starving. They were far from safe, but this was the most defensible place they'd had in months. The group was gathered around the fire up the slope behind him, resting and sharing what little food they had. Daryl had chosen to keep watch, even though Rick paced the perimeter repeatedly. He knew Rick was too exhausted and strung out to be truly reliable on watch. Besides, he'd rather be on his own. When the group gathered around the fire in the evenings, they tended to get all touchy-feely, talk about their feelings, and share stories about the good old pre-apocalypse days. He made a face. He never saw the point of dwelling on things past. Good or bad, they were done and gone. No need to stir up shit.

He heard her approach, but didn't look back. She'd be bringing him food, of course – always hovering around him being the mother hen. Used to be that woulda bugged the hell out of him, but he'd come to find he didn't mind so much. He felt at ease when she was around. Didn't feel like he had anything to prove, because for some damn reason, she seemed to like him just like he was. Over the hard winter they'd found an easy friendship. He'd taken to skipping meals more often because he knew she'd notice and bring him something.

Carol circled around to the bus's undercarriage and slid a bowl up to him before scrambling up herself. He knew she was perfectly capable of reaching the top, but he slung his crossbow over his back and offered a hand anyway. He retrieved the bowl and picked at the meager bits with his fingers.

She spoke first. "That's not much, but if I don't bring you something you won't eat at all."

"Yeah, I guess lil Shane over there's got quite the appetite."

"Don't be mean," she chided him, but a smile broke through anyway. "Rick's gotten us a lot farther than I ever thought he would, I'll give him that."

He grunted a vague affirmative.

"Shane could never have done that," she added. She scrunched up her shoulder then, stretching it as if it hurt her.

"'S wrong?"

"That rifle? The kickback? Just not used to it." She gave her neck a squeeze, then folded her arms back in front of her.

Daryl put down the now empty bowl and waved her over. "C'mere." He sucked the last of the squirrel grease off his fingers and turned her away from him. He worked the muscles of her neck and shoulder, trying to loosen them up a little. She glanced back at him for just a moment, then turned away with a little smile. He was suddenly terribly aware of his hands on her, making him fumble and hesitate. Despite being too thin, her body felt soft and warm to his touch. An image of her flashed into his head – of her arching into his touch, her hot skin bare beneath his fingers.

He dropped his hands and shifted his weight uncomfortably as his face heated. "Better get back."

She slowly turned to face him with sparkling eyes and a sassy grin. God, he hoped she couldn't see the flush spreading through his cheeks. If she knew what he'd been thinking, she'd either die of embarrassment or tease him about it until HE did.

"Pretty romantic," she drawled, blinking sweetly at him. "Screw around?"

The image of her skin under his hands flashed through his head again – hot and slick with sweat as bodies moved together... Aw, shit. Instant boner. Goddammit!

"Pffft!" he scoffed. He chanced a look at her face to see if she noticed his...situation. Her eyes were bright and she burst out laughing. Damnable woman loved to make him squirm. Did she even know what she did to him?

Time to get the hell out of there. "I'll go down first."

"Even better."

Fuck! His mind supplied all kinds of images for that one. His pants grew increasingly uncomfortable.

"Stop!" He was unable to think of anything more coherent. He hopped down from the bus and shifted himself as discreetly as possible, trying to think of anything but Carol's skin. Or her smooth shoulders. Her eyes. The soft curve of her... Dammit.

She climbed down after him, smirking and clearly very pleased with herself. She grabbed the bowl and turned to round the bus and head back toward the fire. He scowled to cover his blush. She peeked over her shoulder at him as she walked, flashing a wicked grin. His eyes narrowed.

That's it. Two can play this game. Fuck embarrassed. Fuck flustered. It's all in.

"Wait."

She stopped near the far end of the bus and turned back.

He caught her eyes with his own and held them. He tipped his chin up. "What would you do if I said yes?"

The teasing smile on her face faltered and she blinked, eyebrows climbing. "What?"

"What would you do," he moved toward her steadily, stalking her, "if I said yes?"

"Um. If you said yes? You mean...if..."

He stepped closer, pressing into her personal space. He could feel the heat of her skin. Turning so she was between him and the bus, he looked down at her face, never breaking their gaze. Her eyes were huge, and her mouth hung open after her words trailed off. She shivered as he trailed one finger gently down a collarbone. He reached out to rest his hand on the bus beside her head. Leaning in to the other side, he let his lips just barely brush against her ear as he spoke.

"Don't ask a question unless you're ready for the answer," he growled softly. Then, just to be ornery, he nipped her earlobe, letting his lips linger for a moment. Her breath hitched and a squeaky little moan escaped her.

Satisfied he'd sufficiently turned the tables, he took a couple steps back. He quirked a smile as he let his eyes wander up and down her form. No wonder she seemed to get off on teasing him. Knowing he was the reason for her ragged breathing and glazed eyes sent a powerful rush straight to his groin. Damn that woman anyway. Guess it didn't matter who was doing the teasing – his body responded to her either way.

Carol leaned against the bus, empty bowl still clutched in her shaking hands. He turned and sauntered away as casually as he could with a raging erection. He'd have to take care of that later. Still, he thought. Totally worth it.