It wasn't that she wasn't physically attracted to James Potter. He was decently good looking, even Lily could admit that. It was easy to imagine running her fingers through his thick black hair, pulling it away from his face and uncovering those big brown eyes, the ones that were always shining with laughter. Even at seventeen, there were fine lines in the corners that never went away, giving him the illusion of being forever smiling. And that smile was certainly nothing to scoff at. When he wasn't smiling at someone else's expense, or at something crude and laddish, Potter's smile was actually amazing. As bright as the morning sun, it lit up whole rooms. His presence often did that. All he had to do was walk by, and the world became a lighter place.

It was when she had that exact thought that Lily realized she didn't hate James Potter quite as much as she thought she did.

She started watching him. First during mealtimes in the Great Hall, and then during classes, and then in the common room. She even allowed one of her friends - who fancied a boy on the Ravenclaw team - to drag her to a Quidditch match. Lily never watched Quidditch. Lily didn't know how they played Quidditch. But she agreed to go as moral support for her friend, and only under this pretence did she let herself watch him.

Okay, it was many looks, certainly more than one, maybe closer to a thousand. Potter's body had filled out considerably over the years. All that physical sport did a boy good. Lily drank in the lines of his back, the muscles in his arms, and the flatness of his stomach. He was exquisite in Quidditch uniform. She decided that if she were Headmistress, she would mandate that James Potter was only allowed to wear his Quidditch uniform to class, because it was such a shame for him to wear anything else when the uniform displayed his body so bloody well. Those trousers hugged his pert arse and toned thighs, drew the eye toward his unmistakable bulge... And every time he bent low over the handle of his broom and the trousers stretched across his body, Lily had to swallow down the rush of pure want that dried her throat.

Still, she wasn't going to let herself fall for his charms. She had a bit of a thing about that. She saw how other girls fell all over him, and she had a thing about not being like them. Not that she faulted them; in fact, one of her good friends had been one of those girls who had fawned all over Potter. Lily didn't begrudge it, especially when she could see herself just how fucking hot James was. It was just that… well if she gave in, he'd stop wanting her, wouldn't he? She highly suspected the reason he was still hounding her even in seventh year was because she had, in fact, failed to give in all this time.

It was the price of being a girl, she supposed. She was resigned to look but never touch. Touching ruined everything.

Which is why this happened:

"Come on, Evans, come to Hogsmeade with me this weekend. It's the first trip of the year and I want to share it with you. What do you say?"


And then two days later:

"Last chance, Evans. Come with me to Hogsmeade or I'll ask someone else. Are you coming or not?"


She was scared, damn it. James Potter was one of those scary blokes who fucked you and ditched you, and then if you tried talking to them afterward they laughed at you too. Lily wanted nothing to do with that sort, so she stayed far away from Potter, even though she did notice he had started to change. And it was fairly clear to see that he didn't openly antagonize anyone any more. It seemed he had more important things to worry about. Lily had heard rumors that Potter and his friends were involved in the anti-dark movement.

She didn't let herself think about James Potter's good side, or the possibility that it even existed, because whenever she did there was a sudden clenching sort of feeling in her chest, and it hurt, and she didn't know where it came from or what it meant. Or possibly she just didn't want to know. But thinking of James' good side made Lily want to cry. And wasn't that just the silliest thing?

"Psst… Lily." Someone whispered her name when she got back to the castle. It wasn't James, because she had just seen James in the air on the pitch; he had scored six times before Gryffindor caught the Snitch, defeating Slytherin.

Lily spun around and almost didn't see him except for the hem of his dark robes swinging around the corner. She insisted her friends go back to the common room without her, and she turned the other way and went looking for him. As soon as she rounded the corner, he grabbed her arm and pulled her into a large alcove behind a tapestry, hidden from view of passersby in the corridor.

"Yes?" Lily asked curtly, hating herself for even following him. She crossed her arms just so they wouldn't dangle awkwardly at her sides; and she felt somehow safer behind her shield of coldness.

Severus' dark eyes pierced her as always. The way he looked at her made her stop breathing. He had always looked at her like that. She used to love it.

"You went to watch him," Severus said, the hint of accusation making her temperature rise.

"What are you talking about?" She knew exactly what he was talking about.

Severus scowled. "Don't act like you aren't falling for him." He never took his eyes off hers, even as he moved an inch closer. It was a small space to begin with, and she felt it was sweltering. "I know you watch him during the Quidditch matches."

Lily swallowed but held her chin up. "And what makes you so sure?"

"You never gave a damn about Quidditch."

She forced herself to shrug. "I don't see how that proves I'm going just to watch James Potter."

Severus' lips curled into a bitter smile.

Ah. He had never mentioned James. She had done it for him, just now. Damn.

Lily pursed her lips and retreated further behind her shield of coldness, giving him her iciest glare. "Either way, I don't know how it's any of your business. How I feel or don't feel about James Potter has nothing to do with you."

Severus made a strange sort of growling noise and came forward so suddenly, she stepped away and found her back pressed against the stone wall of the alcove.

"The thought of you with him makes me sick." He scowled again. "I want to knock him off that ridiculous broom."

"Severus… be reasonable." Her heartbeat quickened. Would Severus really do something like that? He probably would, knowing how much he hated Potter to begin with, and how much Severus loved… "Promise me you will never do anything so stupid and rash."

He was so close she could feel the heat of his body, the light brush of his robes against her hands, which were still crossed tightly across her chest. Her shield was melting.

"I would kill him."

She had to keep reminding herself what a dick he was, what names he had called her, who he hung out with… She had to remind herself or she wouldn't stand a chance. She had known Severus for so long, she knew him at his core, and it killed her to see the person he had turned into. But sometimes, like when he pressed close to her and she had to look up to look at him and his lips were so close and she could feel him, she tended to forget…

"I would do anything if it meant…" His nostrils flared. When he spoke again, his voice was low and deep. "Lily. You must know how I feel about you. I would do anything for you."

She set her jaw. "You would abandon that wretched group of criminals you hang around with?"

He frowned. "They aren't criminals."

"Oh, so you wouldn't do quite anything, then?"

"You cannot ask me to turn my back on my friends."

Lily snorted at that word. They weren't his friends, she kept reminding him of that. But did he ever listen?

"You wouldn't understand, you grew up with Muggles."

Anger spiked white hot in her chest and she rose up from the wall and pushed him away. He stumbled back, his eyes wide. She had never turned on him physically before, even when he had called her a Mudblood in front of crowds of people.

"Those Muggles are my parents. My family are Muggles, my old friends are Muggles, and they are people that I love and respect, and who love me back." She almost couldn't speak from the rage that bubbled up inside her, tangling her tongue. She wanted to slap his face. She curled her fists so that she wouldn't. "You can't just say the word Muggle like that."

"Like what?" he spat.

"Like the way you said it! You know the way. Like it's a disgusting word."

That same bitter smile came to his face. He wore it a lot when they spoke lately, not that those times were frequent. Gone were the days she spoke to Severus. As far as she was concerned, their friendship was just a thing that had happened in her past, just a memory. At least that's what she kept telling herself, and one day it would be true.

"They say that Mud - Muggle-borns will never understand," Severus said, "and I see that they are correct. If you were born a witch you would feel differently about the cause that I'm fighting for."

She wondered if she should, in fact, slap him. He would definitely deserve it. "I was born a witch, you utter arsehole." She shoved him out of the way and left the alcove.

It wasn't until she got to the end of the corridor that she realized she was shaking. Her whole body trembled. She thought she would stop breathing altogether if she didn't calm down. She barely registered the laughter and the footsteps that grew steadily louder as a group of boys came into the castle.

James Potter's bright smile met her. He was grinning with Sirius Black, the two of them leading the group, laughing and sniping at one another amiably. Potter's eyes crinkled at the edges.

To Lily at that moment, the sight of James Potter was like breathing in lungfuls and lungfuls of glorious fresh air.

He noticed her standing there, noticed she had been watching him, and his hand flew to his hair. She smiled as she watched him mess it up in his usual way. He was still wearing his Quidditch uniform and carrying his broom. She wondered what he smelled like. She wanted to find out.

She might have become insane in the course of those short moments, but she found herself walking toward him. He seemed surprised as well because his mouth hung open wordlessly, and James Potter was never wordless, the prat loved the sound of his own voice.

"Potter," she said with a smile. "Great match today."

His friends exchanged glances and wide grins, but James' eyes never left Lily.

She felt strangely powerful.

"You were watching?" he sputtered.

"Of course I was, I am becoming a bit of a Quidditch fanatic now. Or at least, my friends are trying their best to convert me. We've come to every match this year."

James smiled and his cheeks turned pink, and why had she never realized how absolutely adorable he was?

"So you watched me fly, eh?" He grinned that cocky crooked grin of his, and today, it didn't seem obnoxious. Not even a little bit. In fact, it was so endearing it made Lily's chest do weird things again.

She realized something about James Potter. He wasn't scary at all. The boy was like a puppy; a mischievous, silly, occasionally raucous, but well-meaning puppy.

Lily smiled - bloody well couldn't help it at this point - and nodded. "I did, and you fly really well."

James' smile faltered momentarily, like he couldn't decide if she was having him on or not.

"Listen," she said, "I was thinking about going on the Hogsmeade trip this weekend. Are you… are you going as well?"

Sirius Black clearly noticed his friend was going into a bit of shock. "Oh, he'll be there," he said when James failed to answer, nodding emphatically. "Won't you, James?" He clapped James on the back.

"Er… yeah. Hogsmeade. I'll be there."

She prayed she wasn't turning as red as he was. "Brilliant. Maybe I'll see you there, then."

"Yeah, maybe." James stared at her like she was some sort of magical creature.

"You'll definitely see him," Sirius added.

That was how she ended up walking down the cobblestoned Hogsmeade main street with Potter following behind like he couldn't believe she was allowing him in her company. Truth be told, it did give her a small sense of pleasure.

"What do you usually do on your Hogsmeade trips?" she asked, looking ahead and not waiting for him.

He trotted to keep up. "Usually Sirius and I refill our supply of Honeydukes."

She smirked.

"And we always make a stop at Zonko's."

"The joke shop. Of course."

"And then we end the day with a Butterbeer. Why, what do you do?"

"I usually re-stock my quills and parchment."

"Very practical. I never have enough quills, myself. I have to nick them from Moony- er, Remus Lupin."

"I know who Moony is." She smiled at him, relishing his flush. She stopped walking and he almost bumped into her. Then she leaned in, so close she could smell the freshness of his shampoo, as she said into his ear, "He sits near me in Arithmancy, and sometimes I call him that, too."

Over Potter's shoulder, she spotted a flash of black disappearing into the crowd. And suddenly the bright autumn day could as well have been the dead of winter, for an angry cloud seemed to envelope her.

How dare he follow her.

What was he playing at?

He had probably heard, somehow, that she was going to Hogsmeade with James Potter. He'd probably listened in after Lily left him in the alcove. And it ate at him until he couldn't help himself. He had to see what she was doing. He had to keep an eye on her.

She knew just where to go and just how to lose him.

She touched Potter's bicep - bloody hell, muscles - and leaned in closer to him so that Severus would see and it would stab him where it hurt. She could feel Potter's eyes on her. In a way, she felt they had never not been on her, since as long as she could remember.

For a moment, Lily wanted to run. Fuck both of them, and fuck all boys. Fuck what they wanted, always wanting something from her, always looking with their greedy eyes, one from the shadows and one blatantly in the open. Maybe if she ran as fast as her legs could carry her, she would reach the outskirts of the little town before either of them even noticed. And then she would look back and would hardly be able to see them, and she would keep running until she was free of them both.

It was then that she looked into James Potter's eyes, with the urge to flee tensing her legs and arms. And his gaze. There was something else there. Oh there was still all that want, but there was also something like… something like…

She had to know for sure. She had to know he wasn't a scary boy who wanted to take from her. Always take and never give.

So she didn't run. She pulled Potter closer.

"There's this place I go to sometimes to be alone."

He was looking at her like he was actually listening. Like he really wanted to know what she was going to say next.

"It's a little bookshop. It has lots of… books." She bit her lip. Truthfully, she felt scandalous.

"A bookshop that has books in it, Evans?" His grin was crooked and oh so cocky. "I cannot imagine such a place."

"And alcoves." A pleasant, warm sensation snaked its way between her legs.

"Alcoves." He raised his eyebrows. "Now that's interesting."

As she pulled him to the bookshop with a hand on his bicep - because how could she ever let go of all that firmness now that she had her fingers on it? - she made sure they became lost in the crowd, so that any stalkers wouldn't be able to keep up.

She led Potter up the stairs, where the stacks were thicker and the alcoves deserted. The little shop was deceptive from the outside; no one could imagine what a labyrinth of literature lay within. She took him up another staircase. The books here smelled like they weren't opened in the last decade. The titles were discernible only where the weak lamplight hit, and some stacks sat completely in shadow.

It was the perfect place to hide. She used to hide here with Sev and they'd laugh and talk about books and philosophy and life. When they were like that, she thought she could spend the rest of her life with him. But now, that felt like lifetimes ago… Now, Lily pressed James against the nearest bookshelf.

She took a good long look. If she was going to do this, she might as well enjoy it. She looked at his lips, and a hunger beat from deep inside her, starting somewhere in the stomach. His chin, his cheekbones, his wild hair, the way his shirt collar lay against his throat, hiding it from her eyes. She couldn't have that. She reached out and played with fabric, brushing her thumb along his warm skin.

"Why are you wearing your uniform on a Saturday?"

James' fingers seemed to tremble as they touched her waist. "Laundry… I ran out of shirts."

"Well, lucky you, I rather like a boy in a school uniform."

James exhaled, his cheeks bright pink. HIs lips were parted so gorgeously, she couldn't resist any longer.

With bated breath, she tilted her face up and slowly, lightly, let her lips touch his. His lips were perfect. How could she have ever known? James' mouth was soft but firm, the most kissable mouth in the entire universe. Why had she never realized that? Why did she wait all these years to kiss him? Lily couldn't believe her own foolishness as she sucked on his lips and heard him grunt at the back of his throat, felt his hands tighten around her waist. She opened grabbed his face and pressed her thumb against his chin, and he let her kiss him with tongue, parting his lips in answer to her demand.

There was a thump, and she and James both flinched. With a rush of panic, she thought Severus had found them and was hiding somewhere, watching them. But then she saw the book on the floor. Her chest unclenched.

"We knocked it over," she said, and when had she become breathless? "You're a fierce kisser." She smirked at him.

James smiled again, and god fucking damn it he was the fittest bloke alive.

"You know," she said, "I never thought this would happen."

"Fucking hell, neither did I!"

"I just never thought you cared…"

"Lily." His grip on her waist became rock solid, and he was suddenly so focused on her, it almost scared her. And thrilled her. "I have always cared."

There was so much conviction in his gaze, she couldn't help but want to believe him. And maybe if this were a few years ago, she would have. But she knew enough boys by now that something in her brain screamed in heart-wrenching panic, Don't trust him, you stupid girl.

"Can you prove it?" The words left her lips before she really even thought about them. She only had the tiniest idea of what she was doing. Maybe she'd scare him away. But maybe … maybe Potter wasn't so easily scared.

His eyebrows drew together, but he nodded instantly. "Prove it? Yeah, I'll do anything."

Now that was interesting. Actually, it was scorchingly hot. The air up there was already musty but it grew heavier by the second. And besides, James' kisses had rattled her brain and made her dizzy with emotion, so this was really his fault.

She walked backwards toward a worn, leather armchair. The one Sev used to sit on. She shook the thought from her brain and cursed herself for thinking of him. The chair creaked when she sat down.

James stared at her from his spot against the bookshelf, a hesitant grin on his face. What was she doing? he was thinking. What did she want? Lily's veins seemed to thrum with nerves and excitement.

She spread her legs, and his eyes flew down to her skirt. The smile fell off his face.

"Get on your knees."

She wondered if he would stay like that forever, in shocked silence, staring at her like she was insane. Part of her started to worry she was right about him; that he would have much preferred her on her knees instead.

So it was almost orgasmic in itself when he finally stepped forward. Her heart raced as she looked up at him.

And then James Potter, slowly, miraculously, began to kneel down. First one knee, then the other. He placed both hands on her legs. He licked his lips, as if preparing them for their task. Then the boy bent his head.

His lips were just as amazing between her legs as they had been on her mouth. He was not shy about his task, using his tongue to part her and lick over her clit, kiss her in places she'd never been kissed. He sucked on her like it was his favorite thing in the world to do, like he only ever wanted to do this. And maybe he had. Maybe James had fantasized about her in just this way, fantasized about getting on his knees in front of her and eating her out. Maybe this was what he'd always wanted. It certainly seemed so now, with the eagerness he was doing it. She knew his face was getting messy, it must have been. With her eyes closed, she imagined the slickness of his mouth, the tip of his nose, and the drip over his chin.

Then it suddenly stopped, and she opened her eyes fully demanding to yell at him and push his face back down.

The boy was gasping for air. Honestly, it was hot as fuck. His lips were red, his cheeks flushed, and his hair messy and… pullable?

"I had to look at you," he said, raspy-voiced.

She spoke quietly and clearly, so that there was no mistaking her. "Get your face back between my legs, Potter, and don't come up again until I've come. Do you understand?"

He paused again, his face forming that questioning look; but just as before, he did as she said. And this time harder. God, so much harder. So much faster. Like what she said had been a challenge. Could he make her come? It was his mission, and he pursued it with complete determination. Lily even gasped as he placed his lips over his clit and sucked… then flicked it with his tongue over and over and over again.

"Yes, James…" she half whispered, half keened. "Fuck, yes, you're amazing. Your mouth is amazing. Fuck, eat me out, just like that, eat me out, god yes…"

Her body clenched up, her climax peaking, and the waves of pleasure washed over her

"Oh! Oh, James!" When she thought she was done, it came again. Another flurry of waves from deeper inside her. This time she panted and shouted. She reached down to grip James by the hair, like the tangle of strands in her grip would show him how much she loved this, but she gripped at nothing. He was already sitting back.

Two thick fingers entered her, and Lily almost screamed.


He fucked her with his fingers. He stared at her face in awe. He wasn't even touching himself with his other hand.

"Oh, James." The noises she were making shocked her. "James…"

James kissed her. She let him kiss her in the hallways now. She even let him hold her hand and carry her books between classes. Breakfasts and lunch were for their friends, but he insisted he sit with her at dinner time, and Lily found herself looking forward to dinner with flutters in her stomach. Dinner never gave her flutters before.

She still went to the Quidditch games, and just because she was stubborn she continued to insist it wasn't to perv at James. But this time, no one believed her.

Especially afterward when he'd nearly crash into the stands in his haste to dismount his broom and take her into his arms. He was a fierce flyer, that one, just like his fierce kissing.

And if anyone was watching, Lily didn't care anymore.