A/N I wrote this so long ago that until now I had no idea it existed. I stumbled across it when I was looking through my disorganized files. Enjoy it in all it's angsty, Lily/Snape glory :)

The Lesson

Lily Potter was not talented at potions.

She never had been. She lacked the patience and persistence that was required when potion making. She found it a rather pointless exercise. Ironically she often cited to her close friends that anyone could throw a few ingredients together and stir.

She liked subjects like charms; where an exciting lesson was always guaranteed for just the price of the ear lobe that would be taken off when pointy objects that were supposed to be gracefully cart wheeling across the desk flew through the air at a thousand miles per hour.

She wasn't quite sure why Severus Snape helped her tirelessly every lesson. Although what Severus did for Lily wasn't so much helping as it was telling her exactly what to do and then doing it for her. They were friends certainly, but even she would have grown tired of Slughorn praising someone else's work and then staring in disdain at her own empty cauldron that she had abandoned in the bid to help someone else.

Severus never did do any of his own work. His cauldron always remained empty. It was Lily's cauldron that bore the evidence of his potion making brilliance.

After a while Lily began to pick up on his methods. She stopped squinting her eyes in frustration and simply watched what he was doing. She didn't bother asking questions because more often than not the epiphany hit her later when she was lying in bed and thinking about that day's potion lesson.

She never admitted to understanding though. Not even when she was quite confident that she could have made the potion standing on her head. She liked the smile that appeared on Severus' face when he produced her potion for her and watched Slughorn treat her like a potion making goddess. The smile that appeared so little and yet was so beautiful (if you could call a thirteen year old boy with greasy hair and a slight gaunt look beautiful).

She wondered sometimes why he did make her potions for her. She knew he liked potions, but he would have liked them just as much in his own cauldron. And it wasn't that he got to spend time with her, because he did a lot of that anyway.

One day she asked. They were sitting in class making (or rather, he was making) a Helix potion (Designed to help coughs and colds) when she asked.

"Why do you help me?"

"Because you need help." He answered swiftly.

"But what if I didn't need help? Would you still help me?"

"Why would I help you if you didn't need help?" He asked with a raised eyebrow.

She agreed that it sounded crazy, but she often thought that Snape would help her, even if she dragged him kicking and screaming from her cauldron, insisting that she no longer needed help.

She had always fought with him. Not about anything big like this though, this was bigger than she dared think about.

It wasn't the word, but more that he thought it was a mark of how much lower she was in society compared to he and his Slytherin mates. He had always (rather hypocritically, she realized) stated that it didn't matter who her parents were or that she didn't have any magical relations.

In the summer she received an O in her potions OWL. It had all been thanks to Severus but that was a link she didn't dare recognize, tearing up all his letters claiming how sorry he was.

On return to Hogwarts she took up her potions class once more. It was the first period of the first day back.

He had saved her seat for her; the cauldron set in front of him bore no signs of having been prepped but hers was set above a fire and was sparkling slightly.

She stalked over to it, promptly removed it from the fire and sat it down in a deserted fire place in the corner.

She was tempted to look back but knew that that smile would be gone from his eyes; and she wasn't sure she could deal with that.

Slughorn received their flasks that day. Of course, she, Lily Evans, the freaking mistress of potions was raved about until Slughorn looked like he was going to have a cardiac arrest. But also, Snape was recognized. Slughorn seemed slightly dubious about the authenticity of Snape's potions but praised it none the less.

He cornered her after everyone left. She turned to walk out and he was standing in the door way.

"You don't need me anymore."

Lily nodded, "No, you're right. I don't."

"Do you remember when you said 'Would you still help me if I didn't need help?'?"

She sighed, "Yes I remember. Do you mind if I go to class?"

"And I said…"

"Because McGonagall will be in a really snippy mood first day back…"

"'Why would I help you if you didn't need help?'"

Lily lost her patience, "Exactly! You were right weren't you? Why would you help me if I didn't need it?"

"Because I love you."

Lily blinked, "What?"

He didn't repeat his statement, choosing merely to stand defiantly.

"I'm below you, remember?" Lily said.

"It was a slip…"

"A slip of the tongue none the less it must have been on your mind." Lily snapped, "I just want to go to class. I don't need your help, nor do I want it regardless of whether you supposedly – love," She laughed in an unamused manner at the word, "me, or not."

She stalked out of the dungeons wiping her eyes as she went.

Severus felt pain when he thought about the words. Felt pain that she had laughed no matter how unamused she had sounded.

But when he confessed to Dumbledore that he had passed the prophecy to Voldemort, had practically served the Potter's on a platter with strawberries and cream and had taken the only chance to rectify his mistake, her lack of need didn't concern him.

He didn't want to help Lily Evans because she needed it anymore, because even if she did, he only wanted to do it because he loved her.

Free HP character of choice for those who drop a line :)