Disclaimer: I don't own any of the characters, but if I did I'd definitely be living on piles upon piles of chocolate.

Note: This story is to further the spreading of a theory I have about why Snape is the way he is towards Harry and why he became good after/just before Lily and James were killed. Please read and review. Every helpful words matters.

He would dream about her. Unbidden images of her would flicker across his mind until they'd pronounce themselves into some coherent story, some recognizable scenario. Would they meet on the lawn, the sun shining down on her brilliant red hair, shimmering in unexpected places, bringing an uncharacteristic brightness to her face? Or would it be in the dining hall where they'd clumsily bump into one another? When this happens, there is the dubious absence of the awkward silences and averted gazes that typically follow in his waking run-ins with her. Instead she greets him warmly, a gentle smile that implies that she wouldn't wish to be with anyone else in this moment.

But it is not her actions that make his dreams so memorable. It is not her lips curling into a smile as she recounts some comical event in her day or her playful green eyes alight with the excitement of a new potion discovery to share with him. It's the way he feels. The moment her face breaks into a pleasant welcome instead of a passive, expressionless apology, he is overcome with relief. He is relieved that despite all of his shortcomings, she has spoken to him, she has acknowledged him—no, more than that. She is finally his friend. He's relieved that he must no longer watch her covertly from afar, tracing every detail of her movements, committing them to memory. She will actually call him by name, and it will not sound derisive or cruel. It will sound as simple and as casual as turning the pages of a book.

All of this marks his return to reality with all the more anguish. These things that his subconscious secretly crave will never materialize. He's not sure if he hates himself more for his inexplicable infatuation with a mudblood or his utter incapability to do anything about it. He is weak. Every time the dim hue of morning light penetrates his bed curtains, his chest tightens with . . . he is never quite sure. Anger? Loss? Bitter disappointment? Despite the understanding that he will never have this friendship, this firsthand knowledge of who she is, he is undeterred from his vigilance. He still cannot curb his need to watch her, to know her. He will always want more. He will always want her to know him in return.

The acrid stench of a poorly prepared potion gradually began to batter Snape's senses. He looked up, his black eyes needing less than a moment to isolate the source of the fetid smell. What a shocking surprise. James Potter. His lip unconsciously curled as he returned his attentions back to his textbook brew. The refreshing fragrance siphoning up from his cauldron was hardly enough to overcome the repulsive odor. To James' unfortunate credit, it didn't appear that he was the only one who blundered through the fine art of dicing the key ingredient, a blackened root from deep within the Dark Forest. His eyes narrowed as he watched James further foul up his potion, resorting to desperate measures that would surely not save him.

Snape wondered what it was about Potter's remarkable ineptitude that seemed to attract half the girls of their 5th year class. As James sloshed the ingredients crudely about the bowl in what Snape thought might be an attempt at stirring, a portion of the contents splashed onto the table, quickly eating away at the wood. Snape felt a hint of regret that James had moved his hand too quickly to be burned. He felt an even greater sense of regret that it had not been his hair that had caught fire. Snape wished any deformity, any deficiency upon James Potter for being what he was: an arrogant, bullying Quidditch star. James' popularity another point of contention. Why would anyone idolize this boy who could hardly brew a single antidote correctly, whose MO was causing trouble and insurgence at every corner? Snape had long lost faith in his fellow classmates to respect anyone worthwhile.

He continued to scan the room, heaving a sigh riddled with annoyance and boredom. Slughorn had moved anxiously to confront the catastrophe that Potter had wrought on the back of the room, with which his classmates were likewise enthralled. Only one seemed untouched by Potter's extraordinary flair for failure. Snape flicked his eyes down to the table, reluctant to allow himself his greatest indulgence. He cursed his desire to watch her fingertips distractedly curve around the tip of her cauldron, always something infinitely more important on her mind.

It was too late by the time he realized he was plainly staring at her. His self-loathing was never enough to truly curb him from his fascination. Outwardly, he regarded her with the curiosity of one drawn to the absentminded movements of a Hogwarts' portrait painting. Inwardly, he studied every gesture, every expression. With a consummate appreciation, he was intent on gathering every last piece of Lily Evans he could discern. His carefully controlled face never hinted at the truth.

He noted that her potion was one of the few, if not the only other, that held any fair resemblance to what they were making. Slughorn hardly ever ignored an opportunity to praise Lily for her singular talents in potion making. It wasn't that Snape's gifts in Potions went unnoticed, but they were certainly sung less loudly. Snape couldn't fault the bureaucratic professor for playing up the uncommonly attractive and unmistakably intelligent Gryffindor. In Slughorn's mind, Snape didn't possess half of Lily's potential in the long run. Though Snape knew it was his greatest strength that his enemies continually underestimated him, it still stung that teachers rarely acknowledged his accomplishments. He assured himself with the thought that it didn't matter. Some day they would see. More importantly, some day she would see.

As he continued to glance furtively at Lily, he thought her green eyes flashed for just a moment in his direction. He snapped his gaze away all too quickly for him to pretend like he hadn't been staring her. Slughorn brought the spotlight back onto himself with his boisterous, invasive baritone as Snape knew with a grim dismay that Lily was watching him with a triumphant glint in her eyes.

"Well . . that wasn't quite the Sleeping Potion experience I was looking for. Perhaps next time, Potter." The Gryffindor snickered with Black in the back of the room, as if his monumental disruption of their class was somehow entertaining.

"I took some creative freedoms, Professor." Always such a laugh, that Potter.

"Hrmph. For those of you who haven't damaged school property with their creative liberties, it's time to test your potions. Hopefully nobody will be going to the hospital wing this time."

Snape sighed again. He was often without a partner due to the odd number of students in their class. Being alone, however, was preferable to Daniel Leakwater, another Slytherin whose hopeful, watery eyes often begged Snape to befriend him. Daniel was employing such a gaze now that would, once again, go ignored.

"Snivellus. Hey, snivellus," a grating voice said from somewhere behind him. Snape's insides immediately began to boil and his throat to restrict with an uncontrollable rage. He turned to the voice, eyes in snake-like slits of unparalleled loathing.

"Want to be my partner? Take a little drink of this?" Black moved James' cauldron in front of him and threateningly tipped more onto the already mutilated and scorched table. The acidic substance burned even more quickly through this time.

Snape considered ignoring him, but then thought better. "Would you really like to drink mine in return, Black? I'd be more than willing to brew it a little too well for you."

Sirius stared back unblinking, a strand of the deepest black cloaking the right side of his face, the spark of a challenge in his equally black eyes. He opened his mouth to speak when a high, female voice interrupted them. During his exchange with Sirius, Snape had forgotten about James' shameless pursuit of Lily.

"And what? Have my insides evaporate into air? Surely not." Lily declined James invitation with more than a little disgust before her gaze shifted to Snape. For a moment, he thought that she surely was not looking at him, but as he looked back at her, unwilling to break eye contact, he knew that she was. He also knew that she was about to say something.

"I would rather be partners with someone who might actually fulfill the assignment and not kill me in the process. Severus, I see you don't have a partner?" She sat in her chair, legs crossed, as each and every one of her friends looked at her as if she had just spoken the question in parseltongue. She didn't look away though. She didn't begin to laugh mockingly or to return her friends' horrified stares. She was serious. James' laugh stopped abruptly in his throat. Realizing, too, that she wasn't joking, he turned slowly to stare at Snape murderously.

"Mind if I come over?" Snape forcefully tried to form words. He wanted to tell her that her mudblood hands didn't deserve to stain his table, that her opinion weighed less than air. But he couldn't. She had spoken his name without ridicule, looked at him without repulsion, without apathy. Her eyes were as green as ever, her all-consuming kindness and charm sparkling out at him.

She pushed her chair away from the table and began to weave through the other students who had stopped watching the mini-drama, having now become thoroughly distracted by their problematic potions. All but James. Snape would be pushing his luck to look back at James victoriously, so he decided to let the hateful gaze go unreturned. Why was Lily doing this? Was she simply using him to make a stab at James? Did she pity him? Whatever her reasons, Snape couldn't contain his complete discomfort with the situation. He could hardly process an intelligible thought as she moved towards him with her enticing grace. Snape looked away as she sat down beside him.

She studied him for a moment. Her scrutiny was agonizing. "You, Severus Snape, were staring at me."

Thankfully, his brain had decided to return in this moment to provide him with a reply. "I was only . . . appraising the quality of your potion," his voice sounded scratchy and deep. He quickly realized that he had spoken less than four words the entire day.

"And the verdict?"

He had kept his eyes down until this point, avoiding her disarming gaze, but now they flicked to her potion distractedly, giving it a brief once-over. "Adequate, satisfactory at best," the superior tone came all too naturally. "You should've used more wormwood. The steam should be spiraling up in curls, not in straight lines."

As Lily gave him a brief reprieve from her staring to look at the straight, wispy strings of smoke, he took the moment to analyze her from the corner of his eye. Her hair was up in a ponytail, the loose red strands firmly pinned behind her ears. The red was more subdued in the dim light of the dungeon. Her face was a soft, pale white with a smattering of freckles that had otherwise gone unnoticed from the far distance Snape was accustomed to when watching her. She tried to change the steam's course by twirling her finger in and out of it, but it was no use.

She looked back at him perplexed, their eyes meeting only for a moment. He eluded her eyes again; some irrational part of him fearing that she could see everything that he had so desperately tried to hide if he looked into her eyes.

"But I did exactly as the book said and even added my own touch to it." Snape shrugged. He had given his analysis. "Why is yours' better?" she said, her eyes following the thin curls of steam that wafted delightfully over his potion. "Do you have a different book?"

As she reached out to take his book, Snape caught her instantly by the wrist. Realizing his overreaction, he dropped her arm limply and looked away, trying to regain his composure, trying to appear poised and collected, not awkward and nervous.

He muttered an apology as Lily looked at him questioningly and with what might've been the faintest amount of hurt. After a vicious internal battle with himself and an irritated sigh, he moved his book in the table space between them and cracked open the weathered spine. He turned the pages slowly, allowing her ample time to take in the tiny, cramped handwriting that scrawled over nearly every inch of each page. Her brow furrowed slightly as she began to understand what he was showing her. Her hand slid onto a stopped page, lightly sliding over the Sleeping Drought Potion instructions. They were hardly legible after all of his revisions.

"Is that your handwriting?" A pause. "You've done all of this, then? But—wouldn't that mean—?" She left the question hanging, as he met her inquiring gaze.

Wouldn't that mean he spent his friendless hours testing and experimenting? Wouldn't that mean he was far more adept at potions than any student in this classroom, than any student in this school through practice alone? The question could've ended in any number of ways but Snape chose to understand her hesitancy to finish her thought as a hesitancy to know. It would be too hopeful, too optimistic for him to think that she really wanted to know anything about him. Him. He was an oily haired, quiet Slyhterin who held no advantageous social value to someone like her. Her brief interest in his book notes was only a temporary distraction from the only thing she could ever offer him: pity.

His first impulse was to close the book, her hand in it or not, and ignore her for the rest of the period. He had let his personal, unexplainable affection get in the way of sense. He had shown her what he was capable of without any real knowledge of how she might use that information. He had allowed himself a brief vulnerability because of Lily's patient, considerate demeanor. There was no excuse for weakness.

He pulled the book from under her hands and, closing it, slid it to the opposite end of the table. He looked at her impassively. "Now you see. Just the same as yours. It's an older edition, so it seems that if anyone has the upper hand, it's you."

"Oh, I don't think so—"

"We should begin testing our potions," he said, sharply cutting her off. She seemed like she might go on, but saw that he was intent on changing the subject and thought better.

Taking charge of the situation, he pulled her cauldron toward himself and deftly began to chop a few extra cubes of wormwood. "Just to be on the safe side," he added. Though in the back of his mind he recognized that his commentary wasn't necessary, he was in his element doing potion work, therefore, he hardly bothered to check himself. "I don't want you putting me into an unintentional coma."

He opened his mouth, but all too slowly. "You first," Lily said quickly.

She looked at him amused, her captivating eyes articulating an irresistible mischief. Snape replied with a dark look of defeat before reluctantly dragging her polished cauldron towards his lips. She continued to examine him as he took a single mouthful and swallowed. Gingerly placing her cauldron on the table again, he looked back at her. Her perfect face and poise was the last thing he saw before dropping off.

In what only seemed like a few moments of languid images of Lily Evans flashing in and out his mind, Snape sniffed, his eyes jerking open. Lily held a pink plant in front of his nose on the table, a trace of concern touching her perfectly stenciled features.

She sighed with relief. "Good. I haven't killed you," she paused for a moment. "But perhaps you'd be headed for the worse if you hadn't fixed my 'adequate' potion." She smiled. It felt infectious, but the most he could do was soften the hard, determined expression on his face. Curling his lips in any small manner was just asking too much.

"Your turn," he said. Was that eagerness in his voice? He only prayed she didn't notice.

She didn't appear to as she downed a few lazy mouthfuls of the potion. Snape was overcome with an involuntary panic. If someone could've warned him that Lily Evans was going to be testing his potion, he certainly would've perfected every step in the process, allowing no room for error. Instead, he had gone through the motions with only a passing attention. He had reasoned that there would be little sense in preparing a perfect potion that no one was going to take.

He watched Lily's expression relax until her head dropped gingerly onto her crossed arms, an utterly blank expression taking the place of her otherwise cheerful, lively façade. Today was an exceptional day. He glanced away, picking up the root, and stopped as his hand halfway bridged the gap between them. He paused because he didn't want this moment to end. He wanted to study her, up close, safe from her penetrating gaze. He wanted to truly grasp what it looked like when she slept, what it might look like if she ever trusted him enough to actually fall asleep in front of him. He couldn't control his inability to move any closer as a strand of her bright red hair balanced precariously on the edge of her ear, threatening to fall across her face. It did fall, diagonally halving it two distinct entities, he moved to correct the distortion.

"What do you think you're doing there, Snivelly?"

Through the course of their interaction, he had mercifully forgotten about the two banes of his existence. He pushed away the intensity of his thoughts and turned in his chair to meet whatever inane fiasco they were planning. He began to stand, but hesitated again. Lily was still asleep. He would have to protect her.

He gave a slow, calculating look to the front of the classroom to find, almost with a laugh in his head, that the professor had allowed a student to test their potion on him. He snored obliviously. What a fool. Allow yourself such vulnerability with Potter and Black in the class? Snape's desire for Slughorn's approval evaporated instantly. Black and Potter loomed over the table behind him, each with equally identical grins of arrogance. They always believed they'd successfully trapped him.

"I'm not surprised, Potter," Snape countered with a precise enunciation, filling every word with painstaking hatred and contempt. "You go about your girls the same way you go about dueling. Wait until they're at their weakest and attack in a group. This must be a dream come true, Lily sleeping like she is. I doubt she'd even have to move before—" he smiled sickly, "you could take what you wanted—"

The smirk on James' face promptly died. He rounded the edge of the table, the boundary between them vanishing. Snape's chair grated across the floor, pushed forcefully back as he stood up. He had dropped the root on the table, crossing his arms across his chest and into the folds of his robe. His hand rested on the tip of his wand. He kept an unsavory eye on Sirius, who was still perched like a hawk on the other table, looking just as eager for a fight as he had before.

"You don't know the first thing about me, Severus." James was mocking Lily's voice, adding his own inflection of disdain.

"Don't I?" Snape moved forward, only inches from the ruffled black hair, the thin face, and the cruel expression. His wand was now perfectly aligned at Sirius from beneath his robes. He really didn't need to say anything too articulate, too insightful here. One word always worked. He said it low, beneath his breath, in a snake's venomous whisper. "Coward."

As the two struggled for their wands, Snape contemplated which curse he would use on Sirius, the greater enemy of the two. Just as their wands were almost out, and the curse on the edge of Snape's tongue—

"What.. What's going on?" The statement had started out drowsy, but ended with a definitive authority. The root. It must've woken her with whatever light breeze had carried the rousing scent to her nose. They all froze. Though Snape had mostly blocked James and Sirius from view by standing protectively in front of Lily, her ill-humored tone indicated that she didn't need to guess what was going on.

"Seriously, what kind of joke is this, James?" Snape didn't turn to look at her. He did, however, feel a flush of victory as the other two regarded Lily warily, their wands both drawn, both guiltily caught.

Slughorn finally took a cue to roar obnoxiously to life. He coughed a few times before taking a quick scan around the room. Slughorn examined the boy who had been desperately waving the root in front of his face for the better part of ten minutes. The Gryffindor had apparently made his potion far too strong.

"I think that'll be enough from you, Peter. Try to follow the instructions a little more closely, hm?" Slughorn glanced uncertainly at Snape, Sirius, Lily, and James, who were all staring back with fixed, impenetrable expressions. "The rest of you may return to your seats, class is dismissed."

James and Sirius looked like they might protest, but withdrew slowly after one severe look from Lily. After they left, she calmly collected her things, a trace of fatigue still faintly present in her movements.

He moved to do the same when she stopped suddenly, with an expression that implied she had a whole slew of angry things to say. She opened her mouth and closed it, inwardly trying to control herself. Snape continued to pack while watching her intently. She finally sighed, resigned.

"The sad thing is, I always feel somehow responsible," she laughed lightly because it made no sense. "I know I can't control them but the things they do . . . they just . . . " she trailed off. They shared a knowing look. It was a moment that seemed to extend for an eternity.

"It was nice being partners with you."

He had no idea what to say, so Snape simply nodded and headed out of the room, leaving Lily with her things half packed. He knew he would dream about her, try as he might to resist. For a moment, for a brief hopeful moment, he believed that he could have more than her pity, that he could finally have her friendship. But the idea was pushed away; he had more to worry about. His Defense Against the Dark Arts O.W.L. was tomorrow.