This entire thing is smut. Just wanted to make that perfectly clear in case that's not your thing! It was a prompt from an awesome lady so I had to oblige =) Hope the rest of you enjoy it and thank you for giving it a shot!

He had slipped into her cell because he had thought she was having a nightmare and that was all. He wasn't a pervert and he wasn't some sick peeping Tom but he stood with his back to the far wall, close to the bars, watching her.

She was asleep and he knew it and he should have gotten the fuck out of there but he couldn't. From the muted light from the windows set high in the prison walls, he could just make out her form on the thin mat. He had been on his way to take watch when he had heard her as he passed her cell. Just a soft sound, like a low moan. He had stopped in his tracks, heart thundering and fists clenching, thinking she was in there with someone else. Thinking that she had let one of the men from Woodbury into her bed. It was a brief thought that hadn't lingered because he knew Carol and he knew she wasn't the type for anything like that. So he had stepped a little closer to the bars, thinking that maybe she was having a bad dream. It wouldn't have been the first time.

He had slipped into her cell, letting the thin sheet that covered the bars fall back into place and listened more closely. And that was when he heard his name. Her breathing was growing heavier and she'd shifted on the bed, kicking the thin prison issue blanket aside and he had quickly averted his eyes and took a few steps backwards until his back hit the wall. Her pale skin was nearly glowing in the meager light that filtered through, her legs were bare, long and supple. He had never noticed how fucking nice they were before now, though he had noticed a lot more than he had any right too. One knee was bent and from this angle he had a straight on view of the apex of her thighs and he could just make out the pale strip of fabric keeping him from seeing anything else.

He needed to leave the room, now that it was damn obvious that she wasn't having a nightmare. On the contrary, the dream seemed to be a hell of a good one and he felt his face flame in the dark. She moaned again, lifting her hips, her head tilting back so his eyes could follow the delicate line of of her throat. Again, she muttered his name and he almost groaned at the sound. The back of his head hit the wall when he saw her fingers snake down her stomach and between her legs. Another tortured little sound escaped her as she explored herself through her underwear.

He licked his lips and tried to adjust himself because at this point he was about to rip through the zipper on his pants but there was no adjusting it. He had never been this turned on his life and even though he was ashamed of himself, he couldn't look away from her slender fingers roaming over herself. He wanted to just pop the button on his pants and take care of himself right there in her cell, just tell himself that it was his name on her lips and was just about to do just that when she suddenly gasped and sat up.

He froze, hoping that he was deep enough in the shadows to keep him concealed. She ran a hand over her face and cursed loudly. He was still ready to burst out of his pants and he was having a hard time controlling his breathing. She stood up, cursing again under her breath and was heading right for him. He was standing next to the door and if he moved she would see him.

His mind was reeling from what he had just seen and his control was non existent after the realization that it was him that she was dreaming about. Before she could slip out of her cell, and before he lost his nerve, he grabbed her arm, hauling her backwards into the shadows and then clamped his hand over her mouth before she could scream. She struggled, clawing at the hand that covered her mouth but he wrapped his other arm around her waist to hold her still. Lips next to her ear he shushed her. "You're clawin' my fuckin' hand up, woman. Calm down," he whispered.

She stopped struggling and let her body relax against his. He was still breathing heavily, still wound as tight as a spring and knew that she could feel his erection pressing against her ass. He didn't loosen his hold on her but he did move his hand enough so she could speak, though her lips brushing his palm sent a strange electric jolt right to his aching groin. "I'm still dreaming," she whispered.

"Nope."

She pulled his hand away from her face and turned but didn't move away. At this point there was no logical reason to tone it down any so he slid his hands around to her ass and hauled her even closer and causing her to make a startled sound.

"I can go if you want," he nearly panted, his mouth inches away from hers.

"No!" she snapped, shoving him further into the wall and that was all he could take. His mouth came down on hers hungrily, demanding and she submitted with a sound of satisfaction that fueled the fire in his veins.

He worked his hand between them, which was no small feat since her body was molded to his, and slipping his roaming hand right down the front of her panties and drank down the sharp desperate sound she made. He turned them so now she was the one with her back to the wall, his fingers exploring. He groaned into her mouth and broke the kiss, his eyes wide. "Must have been one hell a dream." She was shockingly wet and as his fingers explored her her mouth traveled from his jaw to his throat.

She bit him hard, causing him to growl and retaliate by pushing two fingers into her. He had an idea of how good this was going to be and he didn't think he was gonna be able to wait much longer. He'd wanted her for a long time now, it seemed like forever, and now he was so close... "Oh God," she murmured right before he felt her muscles start to tense.

He shook his head and pulled his hand away.

"What the hell are you doing, Daryl?" she was panting and working his shirt away from his shoulders.

"If you're planning on comin' that quick then I plan on tastin' it," he growled before his fingers went to his mouth. The taste of her had him groaning. He heard her sharp intake of breath when his knees hit the floor and he wasted no time, actually tearing the thin cotton panties away and tossing them over his shoulder. He forced one of her legs up until her foot was balanced on the unused sink and then he buried his face between her thighs. He quickly reached up, covering her mouth with his hand again. He tasted her fully with the flat of his tongue, his eyes darting up and trying desperately to see the expression in her eyes but they were too deep in the shadows for him to see. Her breath was coming fast already but when he eased his hand away from her mouth she kept quiet. His fingers traced her lips and he felt them part.

He closed his eyes, savoring every drop of her then pushed his tongue as deep as it would go, needing more. He felt the tip of her tongue swipe across his middle finger so he slid it between her lips. She sucked hard, humming low in the back of her throat. He wasn't going to drag this out any longer than he had to so his tongue went to work, her body giving him every cue he needed and soon her fingers were tangled into his hair and he was trying hard to keep her mouth covered. He didn't need the whole fucking prison to know what he was doing to her. Her legs trembled and her grip on his hair grew more painful as she held him steady as she came. Her muscles shook almost violently and he wondered briefly how long these kind of dreams had been occurring, and how long had he been the special guest star. The thought was ridiculous really. He sure as hell wasn't the sort that women should dream about. He was dirty most of the time, stinking of sweat and blood and dirt, he was a total fucking grump and he was introverted as fuck for the most part. So her having dreams like this about him was flat out fucking ludicrous.

She finally let go of his hair and pushed weekly at his head until he leaned back on his haunches, working on catching his own breath and steadying himself by gripping her upper thighs. Before he could move she dropped down in front of him, her mouth on his as she ripped his shirt open. She didn't even paused before she was shoving it and his vest away from his shoulders. He could appreciate her hurry but a part of him wanted to force this to slow down a bit. It was surreal and he needed to think about what the hell they were doing. He'd had no intentions of coming to her for this. Not ever. Even when he desperately wanted to, and now it was all happening fast and if he somehow fucked this up, he would never forgive himself because... well... he fucking loved her. Even though he wasn't experienced with the emotion, he knew that what they were doing right now didn't have a damn thing to do with love. This was need, primal and overpowering, and he didn't want her regretting it.

Her hand snaked between them, somehow working his pants open before he was able to shove her shirt over her head. Before she had a chance to work her hand into the front of his pants he grabbed her wrist.

"You sure you wanna do this?" he asked. He barely recognized his own voice.

Instead of answering his questions her lips met his greedily and her hands, warm and soft, ran over his chest, mapping him out, traveling lower and lower until the muscles in his stomach tensed reflexively. He wasn't used to being touched like this. Her tongue explored his mouth, her teeth grazing his bottom lip just as she finally slipped her hand inside the front of his pants.

He growled into her mouth when her hand wrapped around him, moving over his entire length slowly, humming her approval in the back of her throat. His resolve crumbled along with his worry that he would somehow mess up. The woman was like a live wire, a coiled spring already at the snapping point again. How she could feel this way about his gruff ungroomed ass was beyond him but he would take it. He would take it for as long as she wanted to give it.

She broke another searing kiss, her grip on him tightening. "Can we..." Her voice trailed off and she moaned softly as his teeth sank into the side of her neck. He ran his hands up her sides and she shivered against him.

"Can we what?" he asked, his lips closing over her earlobe.

"Huh? Oh..." Her whole body felt like it was shaking. "I want it how we did it in that dream," she said softly, sounding almost embarrassed despite how turned on she was. Her hand was still moving over him.

He chuckled low, "At this point, if you said you wanted it down in the common room durin' breakfast, I'd likely agree."

She moved her hand then and he had a half a mind to shove it back down his pants. When she pulled away from him completely he nearly protested, until he realized what she was doing. She turned then, leaning her back into his chest and his heart stuttered against his ribs. She turned her head, catching his lips with hers, that hunger still present in the way she kissed him, and the way she was grinding her ass against his groin.

He gripped her hips, the tips of his fingers digging into her skin before his hands moved up, finally palming her breasts and eliciting another moan from her that sent another electric charge south. She reached up, her fingers gripping his hair when she broke the kiss.

"Please," she whispered desperately and the word had him aching even more.

"You sure as hell ain't gotta beg for it," he groaned, moving away from her long enough to finally free himself and he felt his eyes widen, looking down. He had never been this fucking hard in his life.

She let go of his hair and moved, bending over all the way. Her skin was pale and almost glowed in the darkness. He wanted to take a few seconds to admire the view but he had to have her. He needed her as badly as he needed air and she was right there, so willing, waiting for him to do to her whatever the hell he wanted.

She moved then, glancing over her shoulder. "You said I didn't have to beg," she whispered her voice strained.

He ran one hand down her spine, causing her to squirm while he lined himself up. He wanted to slam into her. He wanted to finally take the one thing he thought he would never have. Brand her as his own, make her scream and forget the whole world. But he didn't. Moving slow, so agonizingly slow, he pushed into her, inch by inch. She was so wet, slick with arousal but still her muscles tensed and relaxed around him, gripping hard and causing a friction that had him nearly gasping. Never had anything felt this good to him. He couldn't recall one instance that could even come close to comparing to this.

"Oh my God," she whispered roughly once he was finally completely buried inside of her. He was going to take his time but that wasn't an easy feat, considering. He smoothed his hands over the flair of her hips, started a slow pace but she pushed back against him hard, demanding. He wasn't worried about being heard by the others at the moment. The only thing he was worried about was giving her what she wanted and right now, she sure as fuck didn't need him to give this to her slow and easy. And he was happy to oblige.

She must have put her hand over her own mouth because she cut off her own sharp cry once he set his brutal pace. He wasn't worried about hurting her, especially after her body gave a hard shudder and those hot slick walls clamped around him like a vice, drawing him deeper. He didn't break stride as she came but did bring his hand around, his fingers making quick work of her, amping up her orgasm even as he kept his pace. The muted noises that reached his ears spurred him on until all of his focus zeroed in on her. He had brought her over that edge twice now, and he knew she had more in her.

This was how he could make up for all the time he had wasted. All he had to do was keep himself from letting go, enjoy the feeling of being with her, even if it wasn't anything like he had imagined it would be between them.

Time became a sort of abstract thing and the moments blended together, movement and sensation all that existed. He felt the pleasure mounting, the pressure building until his rhythm faltered and he couldn't do anything but grab her waist and hold on as tight as he could. When the damn broke he stilled completely as a pleasure so raw it had his head literally spinning tore through him. He felt a growl try to escape him but he bit it back.

As his senses started to return to him he realized that he had no idea how loud they had been, or if they had been loud at all. He loosened his grip on her waist and eased away from her enough so she could move and he could right his pants. He rolled his shoulders and blew out a heavy breath, looking up through a fringe of hair. She had rolled onto her back, one leg stretched out, the other bent at the knee. She was leaned up on her elbows and he could see well enough to tell that her chest was still heaving as she caught her breath.

She grinned up at him when he pushed his sweaty hair out of his face. Even in the dark he could see how flushed she was. Now that it was over and his pulse was slowing down to normal he was in a state of disbelief. There was no way any of that had actually happened. It had to have been in very vivid dream. Soon he would wake up to a sticky mess in his boxers and would walk around for three days avoiding eye contact with this woman. It had happened before. The first time was on the farm. It happened at least once a month after that. She definitely wasn't the only one around here with a head full of perverted thoughts that came alive once she was asleep.

She reached for her shirt, slipping it on before finally climbing to her feet. He followed suit, scooping his own ruined shirt up from the floor and shoving his arms through the sleeves. Before he could say anything she cupped his face and pulled him closer. Relieved, he wrapped him arms around her and kissed her hard. He had hoped that it wouldn't be weird.

Well, it was weird, sure, just being with her so easily, but he was worried that it would be weird in a bad way. That maybe she wouldn't know how to act towards him now. He knew that without her making the first move, he would have been having trouble figuring things out between them. The kiss was sweet and slow, a startling contrast to everything else they had done thus far and it kind of made him feel like things between them were going to be fine. Different, sure, but not in a bad way.

"How did you end up in here?" she whispered, gripping his shoulders and searching his eyes.

He snorted. "I was on my way to... Fuck! I was suppose to be on watch!"

"Oh," she stepped away from him then but he kissed her one more time before heading towards the door.

"Daryl?" she called, keeping her voice hushed.

He turned, one hand braced on the cell door. She was wringing her hands in front of her and the look on her face was so unsure that it had his chest aching a little. She was worse than him! He pushed away from the doorway, not stopping until he had her around the waist, pushing her back against the wall. This time when he kissed her he poured as much of his feelings as he could into it, hoping that she would be able to tell that he wanted this, her, all of it, without him actually having to say the words. He wasn't that great when it came to articulating how he felt and he wasn't positive that there were even adequate words out there to convey what he felt for her.

Her arms wound around his neck again and he was surprised when the kiss slowed down and he felt her smiling against his lips. He pulled back just enough to catch her eye and she nodded slightly, biting her lip but the smile was still there.

"Me too, Dixon," she whispered.

He knew then that she understood exactly what he was trying to tell her. He actually laughed, a little too loud, but he didn't care. This had turned into one hell of a fucking night. "I'll be back."

She let him go, the smile still lighting up her face. "I'll be here."

He took off, trying to hurry down the stairs without making too much noise, knowing that Glenn was probably going to want to skin him alive for being so late and not giving a damn either way. It was worth it. Not just the sex either, even though that had been one hell of a shocking surprise, but the rest of it too.

He felt like a brand new man.