AN: Hello my dear Brickers! A much shorter wait this time! And welcome to the newbies who just stumbled across this fic, I feel there are quite a few of you recently! So thanks to old timers and newcomers alike for your patronage! I'm sure everyone will enjoy this chapter ;)

Warnings: Smut in this chapter! If a severe age gap romance squicks you (and somehow you're still around eleven chapters later) turn back now!

Chapter Eleven

The prison loomed high over the group, some explosion had rocked one of the brick buildings leave a gaping hole in the structure and the bricks spilled past the section of fence that had been torn down, no doubt a result from the same explosion. They had parked the jeep and truck on either side of the gap in the fence and had easily taken down the four lingering walkers in the vicinity.

"This is the only weakness we could find. We scouted the perimeter and this is the only point of entry. There are yards around the front, fenced in a full of walkers. There's two layers of tall, chain link fencing and guard towers." Rick's eyes gleamed with excitement that Beth couldn't help but respond to with a smile. Rick had wanted a fortress, leave it to him to actually find one.

"This seems pretty ambitious, even for us. There could be hundreds of walkers in there," Morgan pointed out.

"Possibly. But this is one of the older prisons, it hasn't been updated in years so most of the doors still lock with keys instead of electronically. There's a chance that many of the walkers will be behind locked doors. We can clean them out at our leisure," Rick defended his plan.

"There's gotta be an infirmary in there, and I bet there's quite a bit of non-perishables in the kitchen," Tyreese mused.

"Imagine if we can get to one of the cell blocks and clear it out. We could have fences and impenetrable concrete and brick walls between up and this," Rick gestured to the woods behind the jeep and truck.

"Is this really the best way to do this? It looks pretty foreboding in there." Beth spoke up as she eyed the crumbling brick building and the dark maw that lead further into the unknown prison.

"Rick's plan was to take the yards first. But this way it's harder for us to get surrounded. And it's unlikely that the keys to those gates is wandering around out in the yard," Sasha punctuates with a nod towards the more administration looking buildings.

The group is set on this plan, and all the possibilities that the prison held gleams in eager eyes. Even Morgan, cautious to a fault, wanted the prison for the protection it would offer Duane and he insisted on being part of the group to enter the penitentiary. So Beth put on her brave face and made sure Rick was equipped with every weapon he could possibly need in there. Carrying an axe along with his python and every knife Beth could find a place for seemed like overkill but Rick just humored Beth with a smile and a quick kiss.

Rick headed into the burnt out building followed closely by Morgan, Sasha and Michonne. Beth let out a slow breath as Rick disappeared into the dark. That wasn't ominous at all. Beth squared her shoulders and turned back to Duane and Tyreese. Tyreese was scanning the tree line, hammer in hand, while Duane had a troubled expression as he watched his father disappear into the same darkness. "So, should we do somethin' about this fence?" Beth asked, looking for something to occupy the time besides worry.

Soon they were organized, Duane and Beth trading off helping Tyreese move bricks and debris from the fence. They had a length of barbwire, carefully pulled out of the dirt, and Tyreese wanted to string it in the gap but not until the prison was deemed viable and they found keys so they could use the gates around the front of the prison.

There weren't many walkers in the area, two wandered out of the trees while Beth was on watch and she put them down, bullets clean through the frontal lobe, before they could let out a single snarl. Beth grinned smugly over her shoulder at Duane and Tyreese, who barely acknowledge the quiet thunk of the silenced rifle. She wished that Rick could have seen the clean shots. His blue eyes always danced with delight when Beth proved her skills. She had come a long way since the day in the field when Rick taught her and Duane to take out a walker.

The work did what Beth set out to do, keep them distracted until the others returned. Morgan was the first to emerge, followed quickly by the others. They were splattered in gore from the close quarter combat but they were all grinning. No one bit or injured.

"It's not so bad in there," Sasha announced as Tyreese patted her on the back.

"It's dark though. And the batteries died in one of the flashlights," Morgan added.

"But we made it to a cellblock and it was mostly empty," Rick jingled a key ring with a triumphant smile.

"We think we're okay to spend the night. Maybe tomorrow we can work on cleaning out some of the yards and hopefully get to the gates so we can bring the trucks in," Sasha's eyes gleamed as the ideas raced through her mind. Michonne remained quiet and cleaned her blade while the others spoke, but she looked satisfied and at ease, which was more calming than any words.

They decided to spend the night in the cellblock they had reached, and the group grabbed supplies to trek in. They trek through the prison was dark and every slight noise echoed. They encountered a few more walkers, including one very desiccated corpse that the others had already walked by twice that let out a hoarse moan and reached for Duane. Beth yanked Duane backwards on instinct and Michonne's katana sliced through the skull and scraped against the concrete. Duane, wide eyed and panting, only grinned and thanked Michonne. Beth refused to let go of Duane after that, mostly to calm her own nerves, and Morgan nodded at her in thanks.

The cellblock was musty, but not as bad smelling as some of the corridors they had gone through. There were windows high in the concrete walls so there was some air circulation. Beth finally let her excitement build up as she surveyed the rows of cells. Duane was bounding up the stairs and then poking his head into cells, exclaiming over every minor find. Who would have thought that bleak concrete walls could feel so good?

Beth walks into the cell she had claimed for her and Rick to see Rick sprawled over the bottom bunk. He had taken the mattress off the top bunk and laid it on top of the bottom mattress for extra cushioning. There were no sheets or blankets on the mattresses but Rick lay uncaring with a self-satisfied grin on his face. His eyes were closed but Beth knew he was awake. Beth rolled her eyes but smiled fondly at the sight.

She dumped the bedding she was carrying on top of Rick. "You look mighty pleased with yourself," Beth commented as Rick pulled the blanket off his head.

"I am pleased with myself," Rick's grin was still on his face and he reached for Beth. She let herself be tugged down beside him and she kissed him once they were facing each other on their sides. It was a tight fit but Beth definitely didn't mind being pressed closed against Rick. "There were one of two moments when we were completely surrounded, walkers coming out of turns we previously thought empty, but we all held our cool and stood our ground. Nobody panicked. What we've got goin' right now, it's really good."

Beth took a moment to admire Rick. Rick usually looked like he had the weight of the world on his shoulders and seeing Rick so relaxed and worry-free made a striking sight. "The others went to grab another load from the cars," Beth told him slyly.

Rick's grin vanished, "What? We should be with them. We don't know how many walkers in are still in the halls."

"Sasha wanted someone to stay behind and unlock the door when they get back, in case they find any trouble and need to run for it." Beth left the keys on the stairs by the door for easy access. "We have, I don't know, twenty minutes to ourselves?" Beth bit her lip hopefully. There was a chance that Rick would charge off after the others instead of take advantage of their brief alone time together. Beth was full of anticipation, she was giddy from their exciting find, of actually feeling secure, and the adrenaline of clearing the halls had left her with an itch she wanted scratched by Rick.

"I wanted to wait until we had a full night together, but this does seem like a good celebratory time…" Rick trailed off as he patted his back pockets and then pulled out a small square to show her.

Beth stared for a moment, it took her awhile to realize what it was, she had never actually seen a condom up close before, "oh. Oh!" Beth grinned widely, quickly toeing off her boots and wriggling out of her jeans simultaneously.

"We can wait, there's not rush—"

"Shut up, Rick," Beth shot grin at him to show she didn't truly want him to shut up. Really, it was great that Rick was always making sure she was comfortable with how their relationship was progressing.

"Well alright then," Rick scooted down and rolled to his knees so he was between her thighs. His hands stopped hers from pulling down her panties and Beth huffed impatiently. "Don't take all my fun," His blues eyes met hers with a smirk and then his fingers replace hers and resume her undressing at a slower pace.

Rick's fingers were still smudged with dirt and blood, Beth should not want his hands anywhere near her but she craved his touch. Rick's intense look of focus was trained on her skin that he was slowly revealing, there was rarely enough light to see by when they found chances to fool around. Rick had her panties down to her knees and she resisted the urge to press her thighs together. Even though she wanted Rick, wanted this, it was unnerving to be the subject of his intense focus, especially that part of her. Beth was already breathing heavily just from anticipation and she was glad the others weren't around when Rick's lips met her skin and she gasped loudly. Rick's lips were on her inner thighs, kissing a trail north and his fingers tracing soothing circles against her skin. And then his mouth was on her, licking between blonde curls and headed straight for her clit. Beth cried out, her hands sinking into Rick's hair, and then Rick's tongue was inside of her, just for a moment before licking back to her clit.

Beth began to feel the tingling tells of an orgasm but Rick pulled away, resisting her grip in his hair that wanted to pull him and his mouth back to finish the job. He sat back, hunched to avoid the top bunk, and fumbled with his belt and then zipper. Beth watched eagerly, hungrily, Rick left her at the edge and she wanted more.

"Will you put this on?" Rick asked as he tore open the condom packaging. "Your hands are cleaner than mine."

Beth took the condom out and fumbled awkwardly. She had dirt under her nails but otherwise her fingers were pristine compared to Rick's. Rick's fingers hover over hers, helping her to roll the condom on his smooth length while not actually touching the condom.

Beth looked up to meet Rick's eyes with a triumphant grin once the condom was fully on, and Rick was staring down at her with a look of adoration. Beth blushed happily. Rick made her happy and sometimes she barely believed he was happier with her than he would be with someone tougher like Sasha. But that look, Rick looked like she was the only thing that mattered and it squeezed her heart. She threw her arms around his neck and tugged him down for a kiss. Their noses bumped and Rick let out a small laugh before kissing her properly.

He tugged on her arm until she let go and he guided her hand back to his cock. "Guide me in," He whispered against her lips. Beth couldn't resist running her nails along his length, Rick groaned against her neck, before guiding him to her entrance. Rick pushed in slowly, just the head, and Beth couldn't keep her face from scrunching in discomfort. The feeling was weird, more alien than his fingers, and her muscles stretched uncomfortably.

"This okay?" Rick's rough voice asked.

"Yeah," Beth nodded, she wished that she had paid slightly more attention to girls in her class that used to gossip about their first time, she knew that it would be uncomfortable at first, but how long would it last? Rick continued his measured pace, pushing in slowly and watching her face until he was in to the hilt. Rick let out a drawn out, "fuck," muffled by Beth's hair and he breathed deeply to settle himself.

Rick tilted his head enough so he could look into her eyes, his gaze was dark and full of need. "Touch yourself," his voice was low and rough and sent a shiver down her spine. Beth's hand left Rick's back and shyly traced along her stomach heading further down. Rick's eyes were hungry as he watched her, and Beth forgot her discomfort as she grew heated under his passionate look. As Beth's fingers brushed against her clit they also bumped against where they were joined and Rick hissed while Beth moaned at the added stimulation. Rick began to move, he tried to keep his pace slow but quickly lost his pace with encouragement from Beth.

It didn't take Beth long, with her fingers on her clit and Rick inside her, before she burst. She clenched around Rick, her cry muffled by Rick's still clothed shoulder. Rick let himself go a moment later. Rick rolled to his side, sliding out her and Beth felt her sore muscles protest the movement. But then Rick was pulling her into a kiss and they spent several long moments exchanging deep kisses. Beth was oblivious to the world until Rick pulled away with a groan and began fumbling with his clothes. Beth then heard distant voices and moved to sit up but was stopped by Rick. "I got it," he said and then gave her a quick kiss before crawling off the bunk.

Rick was exiting the cell when Sasha's voice rang out for them and Beth slowly pulled her own clothes back on but stayed on the bed, in no hurry to move. She couldn't keep the content smile on her face as she listened to the others talking with Rick. She looked forward to dishing with Sasha later.

They were all lined up to help clear the courtyard that was off their claimed cellblock. No one had been able to see the yards since Rick and Sasha initially scouted the prison two days before. Duane was standing in front of Beth, bouncing on the balls of his feet and eager to contribute. Beth was full of nervous energy, the anticipation of purposely facing so many walkers totally ruined the blissed out haze she had been in since last night.

Sasha had peeked out the door fifteen minutes ago, just enough to see that most of the walkers were along the fence line. She thought that something had caught their attention but from her limited view she couldn't see what. She didn't think it had been living people to distract them, or at least not people with guns as they never heard any shots, so that at least ruled out that other group they kept bumping into.

Beth was distracted, staring at Rick as he and Michonne discussed strategy, his stubble was beginning to cross the line into beard territory and Beth grew warm just thinking about how it felt against the inside of her thighs.

"You gonna be okay out there?" Sasha's elbow in her side drew her attention.

"Of course, one hundred percent," Beth tried to sound confident but her cheeks burned at being caught staring.

"Yeah, I'll bet you're at one hundred percent," Sasha flashed Beth a cheeky grin.

Just as Rick was signaling that he was about to open the door they heard a gunshot. Everyone froze. Then they heard another, and another. There was clearly more than one gun being fired, they weren't in the prison or right outside but perhaps in one of the further yards.

"Oh, Hell no," Sasha cursed.

"Is it them?" Morgan wondered out loud. There was no need to clarify them, there was only one heavily armed group running around Georgia that they knew of.

Michonne was at Rick's side in front of the door. With a sword and axe they were the deadliest threat to walkers and therefore in the lead. "Only one way to find out," Michonne replied before pushing the door open with her hip and sword poised to do damage.

Rick let out a curse as he stumbled at Michonne's unexpected maneuver and followed. Sasha wasn't about to wait around and went out after them. Duane and Beth had been right behind Sasha and Duane slipped out before Beth could think to stop him so she followed. Morgan and Tyreese were right on her heels.

There were only walkers in the courtyard with them, and there was too much chaos for Beth to clearly see what was happening but a quick glance at the yard showed there were a few people in one of the towers firing at walkers. "Sasha, get the gate, we got this one!" Rick yelled and pointed at the gate most of the walkers were emptying out into the yard while he and Michonne ran towards a different open gate separating their courtyard from another that had walkers spilling through it. Duane followed Rick and Beth knew that Morgan would too so she followed Sasha.

Sasha reached the gate and started tugging on the chain links to slide the gate closed. Beth had Jimmy's bat in her hands and swung low at a limping walker that had turned around at the new noises and was reaching for Sasha. She hit it in the knee, the force of the blow caused the walker to stumble back into the open yard. Sasha grabbed Beth's upper arm and pulled her back as Tyreese finished sliding the gate closed. Tyreese only had carabineer clips to keep the gate closed against walkers but not other people. He used it anyway and then the three of them turned to take out the rest of the walkers in the courtyard.

Beth did catch sight of Rick struggling with a walker wearing a guard's riot gear while Michonne sliced through walkers that dared to step through the gate. Duane was pulling the gate closed while Morgan fought another walker further on. Rick pushed the armored walker away using his axe's long handle and then drew his python and fired. The helmet was not bullet proof and the walker crumpled.

"Well, well, well, what do we have here?" Beth jumped at the voice behind her and turned around to face a man leaning against the gate and leering at her.

Beth was the closest to the gate and she dropped the bat to draw her pistol. Her aim was steady even though her heart was pounding as she studied the man surrounded by walker corpses. The man was wearing a dirty wife-beater, probably in his forties with brown hair. He had a tough face and a dangerous air about him. He held up his hands in surrender to Beth and his southern draw thick as he said, "Easy now, sugar lips. Looks like great minds think alike."

AN: I hope I described him well enough you can all guess who...

The group sure did take the prison easy enough... but c'mon, they have Michonne AND Morgan. They're like the apocalypse Avengers!

Review please? :)