Lily's Pensive 3 ~

Disclaimer: I do not own these characters.

a/n: sorry about the delay. I knew what I was going to write for this chapter but I just never got around to it. Thanks to all who reviewed.

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"You were so close to the exit. All I had to do was let you walk out of the common room and out of my life, back into the arms of the Gryffindors." Snape had turned his back on Lily and was now talking as if to himself. "Two more seconds and she would have been out of your reach for good. But you could not control yourself for two seconds. Two miserable seconds. Oh this is bad, this is so bad."

Snape kicked out at something invisible. Harry had a shrewd idea that Snape was trying to kick himself. He looked absolutely disgusted with himself, his face screwed up in anger, those tears threatening to take over again.

"Severus, what the hell?" Lily said, making both Snape and Harry jump. "First you try to kiss me and then pull back and then you almost throw me out and then you kiss me and then you hate yourself for it. It wasn't bad, in fact it was good, very good."

Snape turned and looked at Harry's mother as if she were someone who didn't understand that two and two made four. Again he ran his hand through his hair and bit his lip as if to decide how exactly to explain what had just happened. They stood like this for a while, Severus looking down at Lily, Lily with her hands on her hips.

Snape turned away again. It was as if he couldn't speak clearly with those two green almonds shaped eyes boring into his own. "Listen you don't understand. It just can't happen. Not between us, there can be no us. That's why I didn't want to kiss you. Your a muggle born, a Gryffindor, you just do not understand the politics of the Slytherin house."

Harry could see his mother was getting upset now. A frown line appeared between her eyebrows. Snape never saw the danger signs as his back was still turned and he continued.

"That's why I had to get rid of you, from the common room you know. That idiot Potter and his gang would have been in here looking for you if you didn't turn up for dinner. They know where people in this school are, don't ask me how, they would have figured out where you were.

"If they had caught us," Snape shivered at the very thought. "Well lets just say I would have to put up with a lot more than I already do. And they would have told the other Slytherins. They would have made a laughing stock out of me and shut me out of every house and made everyone in this school hate me."

"Is that what your thinking? You only care what people would think about you! What about me?!" The ire was rising in Lily's voice and the frown had increased.

"You don't understand," Snape said dropping his head and speaking in just above a whisper. "Everyone would have been on your side. They all would have thought that I, that I..." Snape's voice dropped so that Harry couldn't hear what everyone would have thought. Fortunately neither had Harry's mother and she insisted that Snape repeat what he had said. Snape fought against her voice but eventually he threw back his head and said in a loud voice. "They would have thought you were under a spell, that I had given you a poison. That I had forced you to, to..."

Snape trailed off again. This time no one needed an explanation. Lily's frown softened and she reached over to Snape's back. "I would have told them it wasn't true. I would have told them that I was here by myself. That I wanted to kiss you." Her hand touched his back. It remained there for all of one second before Snape shrugged it off.

Laughing in a cold cruel way Snape turned around. "Clearly Miss Evens you have never seen anyone under the imperious curse before."

Lily put her hand to her mouth. "But that's an unforgivable, they wouldn't think you used that. That would send you to Azkaban. Surely no one would believe that you would use..."

Lily broke off at the cold hard stare that Snape was now giving her. "Look at me Evens. I'm Severus Snape, the curse happy Slytherin who fights with everyone and who everyone hates. Do you think anyone would believe for five seconds that a girl would want to kiss me, let alone one of the most beautiful girls in sixth year who not only happens to be a Gryffindor but who Potter adores." Snape snorted for punctuation. "Really I think you must be suffering from something to actually want to be kissing me anyway, not with my greasy hair and my large nose and everyone calling me Snivellus and..."

Lily leaned forward and softly touched her lips to his, to stem the flow of self-hatred from Snapes own

"But you did kiss me." Lily said softly now. "What changed you mind?"

"I couldn't not."

Lily looked deep into his eyes, which were beginning to moisten again. He tried to look away. She pulled him into a hug. He tried to pull away. She tightened her grip. He tried breaking her grip. But not very hard. Harry had a suspicion that he could have left it at that if he had really wanted to.

"But I knew," Snape continued not looking into Lily's eyes, "I knew that if I did. If I did kiss you. If I did let myself kiss you. I couldn't not kiss you again. I would want to kiss you again and again and never stop. That's why I had to get you out before I did. Because if I kissed you once I might have the courage to do it again.

"But I don't. So I can't." Again Snape tried a halfhearted attempt to break free from Lily's hold. "I'm not like you Lily. I can't handle anything like this. I think it would be best if you just, I think you should just, just go. Just go." Snape shrugged his shoulders and could not look Lily in the eyes. "I'm sorry I kissed you."

Lily dropped her arms and turned to leave. She walked slowly all the way to the door, almost as if she hoped that Snape would call her back. He didn't.

At the exit she turned and spoke to Snape in a clear voice even though there was a single tear falling down her cheek.

"I'm not."

And then she was gone.