Daryl's cell was right underneath hers, so really he couldn't help hearing everything that went on up there. Pacing, humming, singing, Judith's fussing and cries... He'd gotten used to all of it. In fact, the singing and the humming tended to help him fall asleep every night, though he might never have admitted it out loud. He had a reputation after all, and it wasn't as the kind of guy that fell asleep to a young girl's soft, sweet singing.

The last few nights had been very different, and they were doing the exact opposite of helping him fall asleep. After all, how could anyone expect to fall asleep to the sounds of Beth Greene doing what he could only guess was masturbating? He wasn't an idiot, after all, nor was he at all inexperienced (thanks mostly to Merle's insistence at pushing girls at him). He knew what the sounds she was making were. It would start with little pants and gasps, and then turn to soft little moans that drifted down from the vent in her cell to his, impossible to ignore.

Four nights in a row now. The first three nights he'd listened as she'd work herself up to those breathy moans, and each time he'd find himself tensing with her, anticipating, his cock straining against his jeans... only to hear her break off in a groan instead of reaching what she was working for. Though he couldn't see her, he could imagine from the muffled frustrated noises she was making that she'd been pressing her face to her pillow in annoyance at the end.

Last night, right after she'd broken off again without coming, he was pretty sure he'd heard her start to cry. That upset him, and it wasn't just because crying women confused the fuck out of him and left him completely unsure of how the hell to handle them. It was that even knowing she was crying seemed to make a part of him want to find a way to handle it. To fix it, for her.

He'd been laying there, hard in his jeans and wanting to go up there and find a way to stop her from crying. He'd wanted to make her feel better.

He'd wanted to make her feel better.

Daryl knew he had no right to want any of those things, and yet now it was the fourth night and he was laying there listening to her working herself up, and knowing what was coming next was driving him crazy. Only this time, with his hard length throbbing in his jeans and the sound of her moaning softly above him, he gave in.

Before he could stop himself he climbed to his feet, opened the door to his cell, and walked out. Halfway up the stairs he paused, but only long enough to adjust himself in his pants and curse the fact that he couldn't just plug his damn ears and ignore her soft, sweet little moans, or the frustrated sounds he knew would follow. He just couldn't. He'd have to hate himself tomorrow, instead, because right now all he could think about was doing whatever was needed to stop her from crying herself to sleep tonight.

Daryl could just hear her moans edging towards vaguely frustrated as he gently nudged aside the curtain that covered her cell and stepped half inside into the dimly lit cell. His gaze found her immediately, and not just because there was little else in the small space. Because she looked sogood. She was laying out on the bed in little shorts and a tank top that normally he'd consider incredibly impractical but right now he couldn't bring himself to care about that. Not when she had her hand slipped under those shorts and he could see her hips rocking up faintly as her head tossed and turned, spreading her blonde hair across the pillow.

Her eyes were shut and she hadn't noticed him. As much as a part of him wished he could just stand there watching her touch herself like this, he wasn't that kinda creep. Well he was definitely some kind of creep. He was up here right now after all, wasn't he? Watching a girl who he knew was only barely eighteen touching herself and trying to get off, and standing there wanting to help her like he had any right.

Before he could lose his nerve, Daryl cleared his throat. In an instant she was freezing, her blue eyes big and wide, her mouth opened in a shocked 'O' as she gasped,"Oh my lord. Oh lord. Daryl!"

The moment he saw her begin to slip her hand out from her shorts and reach for the blanket to cover herself, Daryl was instinctively crossing the room towards her and shaking his head. "Don't. I mean-" He dropped to his knees next to the bed, knowing he'd seem less threatening if he wasn't hovering over her like that. "I just thought... maybe you could use some help."

"Help?" Her voice was strangled, but for just a second he swore he saw something like heat flash through her eyes before it faded. "How- How did you know?"

He looked at her from under a fringe of hair and gave a faint hint of a smirk as he admitted, "Well my cell is right under yours, and the air vents..."

"Oh. Oh lord." Her hands came up to cover her face instead. "I am so embarrassed." She peeked out at him from a crack between her fingers and whispered, "How much did you hear tonight?"

"Not just tonight." He figured it was best to be honest, after all, in a situation like this there weren't many options. Scrubbing his hand over his face, he admitted, "The last few nights, I could hear you. I almost came up last night when I heard you... you know." Funny that he was more worried about embarrassing her over crying, than masturbating.

Even in the dim light he could see the flush on her cheeks, but her fingers parted a slight bit more to look at him as she stammered, "I just... I keep trying but I can't seem to..."

"Get off?" He said the words simply in his rough drawl, and he wasn't surprised to see her blush even more at his bluntness. Something about the sight of that rosy color to her skin only made her look more pretty, though. (And fuck if he didn't know that Merle would never let him hear the end of it for thinking Beth was pretty, but he didn't give a fuck right now. He was the one looking down at her right now, barely-clothed, flushed and looking up at him with the faint scent of her lingering in the air, and she was so fucking pretty.)

Drawing in a deep breath at her little nod, he asked in that same low, rough voice, "I meant what I said... about helpin' you. If you want."

It turned out Beth wasn't all complete shyness and naivete. After a moment he saw her hands drop slowly down from her face as her eyes fixed on him in the darkness. Bravely, she asked him, "How? How would you... help me?"

This was it, really. The last point where he could stand up and walk away and not take this step and change things between them. To his surprise he didn't want to take that other option, even if maybe a tiny part of him thought he should. Even if it was the same part of him that whispered that she deserved someone better showing her things like this. Someone sweeter and gentler, someone less rough and dirty and wrong.

The thought of anyone else touching her like this made him want to growl, and as that unexpected possessive urge rose up in him, he lifted his hand and rested it gently on her leg, feeling her soft warm skin beneath his rough palm. She was like silk beneath his fingers and he had to fight back a shiver of his own as he answered her, "I could show you." He brushed his hand slowly up, stopping only when he reached the hem of her shorts. "I could show you, how to touch yourself. How to get yourself off the way you need to."

Daryl saw Beth lick her lips and give a faint little shiver as she asked, "With... with your hand?"

He slowly nodded. "If you want." His breathing hitched as he ghosted his fingers up over her shorts to the stretchy waistband of them. "Do you trust me, Beth?"

"Yes." She spoke it so easily, without any hesitation, and it actually took his breath away for a moment. He knew on some level that the people in this place trusted him for some unknown reason, but none of them had ever said it to him at all, let alone in a moment so personal and intimate as this.

He couldn't deny her now even if he wanted to. And he really, really didn't want to. Daryl's fingers hooked in the waistband of her shorts and tugged them slowly down. He kept his eyes on her the whole time, wanting to make sure she wasn't going to change her mind, and though she blushed Beth never faltered. Only when he felt the shorts reach her knees did he look down for the first time.

His breath hitched again at the sight of her; that faint thatch of curls between her legs all damp with her juices, revealing the slightest hint of pink folds just begging to be touched. By him. Hesitantly, Daryl let his fingers graze up the inside of her thigh, noticing the way her breathing caught in her throat as she watched him.

Pausing just at her upper thigh, he looked up hesitantly and asked, "Okay?"

Her voice was a whisper in the darkness of the cell, but she didn't look away from him as she breathed out, "Yes. Yes... Please, Daryl. Show me?"

The sound of her saying please to him was sexier than he could have imagined. With a turn of his wrist, Daryl pressed his palm flat against her mound and began to rub in slow circles. He could feel how slick and hot she was against his hand and he had to bite down on his lip to hold back a low groan.

Beth wasn't trying quite so hard to hold back her own noises. As soon as he touched her he heard a soft breathy moan spill from her lips and fuckif it wasn't a hundred times better than it sounded from downstairs in his cell. He couldn't hold back the faint pleased expression on his face as he continued to rub his palm against her, working her up until she was whimpering and squirming beneath him.

"Please-" She gasped out all breathlessly, "Daryl, I- I need more." She said it like she didn't even know what it was she needed, but whatever it was, she wanted it. From him, and that was what really hit him.

"S'ok," he whispered without thinking about it, "I've got you, Beth. Gonna give y' just what you need." When that made her moan, Daryl felt his cock twitch inside the confines of his jeans, but he did his best to ignore it. This was about her, one hundred percent. It was about her, all hot beneath his palm, her folds so slick when he shifted his fingers to gently graze through them. He stroked her there, finding every little spot and twist and tease that made her gasp or moan or had her hips arching up.

Just when he thought she was ready for it, her shifted his thumb to press it against the bud of her clit. His reward wasn't just the throb of her against the pad of his thumb, but the way Beth's whole body arched up for him as she exhaled in another soft moan.

"There y' go," he murmured, his voice huskier now and rough with the need he was shoving down in order to please her. "Just like that. Let go, Beth. Just feel it." His thumb circled her clit nice and firmly, until he felt her hips begin to rock gently up to meet the same rhythm. Daryl could feel her breathing begin to hitch and knew she was working up to that point, but wasn't quite there yet.

If she'd been anyone else, he'd have slipped his fingers inside of her by now, or knelt between her legs to use his mouth instead, but judging by her frustrating sounds the previous nights, this was all new to Beth. He wanted to take it slowly, for her. He wanted her to enjoy it.

Tonight he could show her just this, but tomorrow night...

The thought had his other hand brushing up under her shirt, over her taut belly and to her chest. He ignored any nagging voices telling him that maybe she wouldn't want another night like this. All that mattered was right here, right now, making Beth come undone for him.

Her soft little breast just fit against the palm of his hand and he could feel her heart, pulsing like the fluttering of butterfly wings against his palm as he cupped and squeezed it. Soon his fingers were gently teasing her nipple to the same rhythm of the thumb working her clit, tweaking and gently pulling the way he knew would feel good for her.

Beth's head tipped back in a moan, but her eyes didn't close. They stayed open, big and blue and fixed on him as he worked her closer and closer to the edge until she was panting and gasping and straining for something he knew was just within reach. She just needed something to send her over the edge...

Daryl leaned in and held her gaze with his own and he rolled her hard little nipple between his fingers and brushed his thumb over her clit. In a near-growl, he breathed out, "Come for me, Beth. That's it. Just let go and come for me." He felt her shudder, felt her body arch like a bow and he exhaled huskily, "Good girl." And that was it. She came undone, trembling and shivering beneath him as her clit pulsed out the rhythm of her climax against his thumb as she gasped, "Daryl!"

Her moans spilled from her lips and the moment he realized that they might get loud enough for other people to hear, he did the only thing he could think of. He freed his hand from her breast, cupped her cheek, and drew her lips to his in a slow kiss that lingered even as he continued to gently work her clit and guide her through her orgasm until she slumped back to the bed and brought him with her.

When he finally broke the kiss so they could both catch their breaths, there was a blissful smile on her lips. He didn't think he'd ever seen anyone look so sated before. He'd definitely never seen anyone look so beautiful before like this, all sweet and smiling and satisfied and covered in just the faintest sheen of sweet.

"Wow," she breathed out, as she lay back against the pillow. He almost began to draw away, thinking this might no longer be the place for him, and then she reached up. Her fingers curled through the hair at the side of his head, and that smile on her lips pinned him there in place even as he gently slipped his fingers away to rest on her thigh. "That was amazing."

"Yeah?"

She was giving him that smile again and he felt her fingers curling around his ear as she murmured, "Lord yes." Then, as if it were the simplest and most obvious thing ever, she asked, "You'll stay here, right? Tonight?"

When she was looking at him like that, he couldn't say no. He didn't want to. He just nodded, and before he even really knew what he was doing, he was lying in that tiny bed next to her. Daryl was on his back with his arms behind his head, still fully dressed in jeans and a button-down sleeveless shirt, ignoring the fact that he was definitely more than half-hard in his pants, because she looked so content, curled up next to him, her leg hooked over his and her arm over his stomach and her hair spilling a little across his shoulder.

"Hey Daryl?"

He looked down at her, and raised an eyebrow.

"You're going to come by tomorrow night too, right?"

Daryl just smiled, and shifted one hand down to rest against her warm back and hold her close as he felt her already beginning to drift to sleep. "I'll be here if you want me."

'Of course I do." Again, her simple and easy reply took his breath away. By the time it had returned, she was half-asleep on his chest and drifting even deeper. As sleep began to finally claim him as well, Daryl couldn't help thinking that he could easily get as used to this as he'd gotten used to the sounds of her above him every night.

And for once, it didn't even occur to him to think he didn't deserve to get used to something like that.

**A/N: I blame badassbethgreene on tumblr for this. She was talking about prison smut, and Daryl walking in on Beth, and so this happened in the course of about an hour. I hope you enjoyed it! If people like this enough I MAY be tempted to do a few more smutty scenes in this same scenario. He did promise to come back the next night, after all.