A/N: Many, many, many apologies for the delay of this chapter. I made it extra long and extra smutty to win your forgiveness. Conventions, work, personal issues, and a new fanfiction all had their hand in why it took so long to get this next bit up for you! I'm planning on there only being 2-3 more chapters so enjoy and as always R&R!

xoxoxo ladyvader99

It was odd being the girlfriend of a Slytherin. Fellow Gryffindors looked down their noses at you and the Hufflepuffs whispered tales of your looseness throughout the cavernous halls of Hogwarts.

Their fourth year was dotted with many stolen kisses, many insults to judging eyes, and many explanations to her classmates about her tall, mysterious boyfriend. The winter was dotted with several trips to Hogsmeade in which Lily and Severus were able to spend the day away from prying eyes and talked to each other about everything in their lives. Hopes and dreams were shared and Lily even confided in her secret choice for her firstborn: Harry.

Unfortunately their happy times were interrupted, if not by the silvery haired Lucious Malfoy, then by the obnoxious endeavors of James Potter. Luckily those rare trips home saved them from difficult situations and at home, at their creek, they could be alone. As their birthdays came and went, Severus turned sixteen and she fifteen, the leaves began to turn back to their emerald shade and Lily struggled with their deepening relationship. It became harder and harder to stop at just kissing. She fought with herself to keep her hands in her lap, even when his roamed over her back, up her shoulders, interchanging between cupping her face and lightly touching various parts of her legs and arms. It was maddening.

She wasn't dense...several of her friends had explored that next step with their boyfriends and none of them had dated longer than a year. Even now as the school year ended and she rode the train home, her face heated up at the brief moment Sev's hand had grazed her breast. He'd broken their kiss suddenly, and kept a distance from her after. She'd thought it sweet at the time but she couldn't deny her longing. She sighed and rested her head against the soft leather of the train compartment. Her fourth year had zoomed by what with studying for O.W.L. levels and the large amount of time she spent in Severus' company. She much preferred the cold weather of winter in which she could snuggle up to Sev's lanky build instead of the hot summer where it felt like she'd never be cool again.

What was taking him so long?

Sev had excused himself to the loo and lost in her thoughts, she gazed at her watch, amazed that he'd been gone twenty minutes. She shifted in her seat and bit her lower lip. Should she go search for him?

Lily craned her neck to see outside of the compartment door and saw a tall silvery head streak past. Her pulse raced and she sat back, sure her heart was beating hard enough to hear. She hated Lucius. He always stared at her as if she were naked and his blatant licking of his lips, made her cringe. Surprisingly, Severus had never caught him doing either of these things and much to chagrin, she started to feel like she was whining each time she brought it up, so it wasn't long before she dropped the subject entirely. She pressed herself as flat as she could against the seat, hoping he'd passed unnoticed, and thankfully he didn't see her. She exhaled and straightened her skirt as she noticed the lengthy hair of her favorite Slytherin come toward her. She raised her face, eyes meeting his cool, dark gaze. He stood still for just a moment, cocking his head and taking her in, thinking. It took a few more moments for him to come into the compartment, close the door, and pull the blind so no one could peek in. She had stood up by then, her head coming to his shoulder and she reached behind him quiety to put the small lock in place. The sun was almost completely gone and it was still two hours until they arrived back in London. Severus reached up for the delicate beaded string that turned off the overhead light and she ran her hands up his chest as it blinked out, her lips reaching up for his. She didn't need to search long before his thin mouth puckered into hers and her hands locked themselves in his hair. He held her by the waist and when he didn't move them out of respect for her, she resolved to let him know it was okay to explore. She pulled him down to the seat, gently tugging his strands, and kissing him deeper until he was comfortably next to her.

Lily could barely make him out in the faint light of the setting sun, but she smiled at him none the less, pressing one finger to his mouth as she removed her loafers, carelessly sliding them off as she sat on his lap, facing him.

She hadn't thought he'd be stiff already and the surprise of the hardness waiting between his legs sent chills running up her back and arms. She heard his sharp intake of breath and she again, entwined her arms around his neck, settling herself in his lap, the only thing between his erection and her, the dark, wine colored panties she'd chosen that morning.

"Lily, what are you -," he started to say, quietly.

She leaned down so her mouth was near his ear and gently exhaled as she nibbled his ear.

"It's okay, Sev. I just wanted a new way to drive you crazy." She whispered this as her lips grazed his lobe and trailed kisses down his neck, his hands iron clad on her hips, keeping her pressed tightly to him.

She took a brave mouthful of air and brought her hands to the bottom of his sweater and tugged it upward once. She could almost feel his inquisitive stare and she tugged it again before he got the hint and raised his arms enough so she could remove it. The car was slightly cool and she ran her fingers up his arms, fingering the light cotton of his undershirt. She smiled and leaned in, touching his lips again with hers, deepening the kiss with every grasp of hair, every touch of fabric. It wasn't long before they broke apart from air, and she felt the presence of his erection more than ever, but still his hands stayed at her hips. She smirked at him, knowing he couldn't see her, and placed her hands over his. Gently and slowly, she led his hands away from her hips and trailed one over her ribcage and the other, she slid under her white collared shirt.

"Wait."

She felt her face fall and hung her head in disappointment. As expected he pulled his hands from under hers and shifted her so she was sitting face forward on the seat. When he did not speak for several moments and she heard him shuffling in the darkness near her, she buried her face in her hands from embarrassment. She peeked through her fingers when she heard movement in front of her and sure enough a whispered voice reached her ears.

"Lumos Languidus."

A soft, warm light hovered above their heads just bright enough to cast a few shadows but nothing that could be seen from outside. Severus had kneeled in front of Lily, his chest almost level with hers and as he leaned toward her, she closed her eyes and slid herself foward so he was resting in between her knees. They shared one long, lingering albeit hesitant kiss and it felt like a dam had broke. Their kisses began to intensify, her hands again caught up in his hair and his resting on her knees just under her skirt. She quickly became frustrated and as she breathed heavily, she touched his chin with a finger and eyes glued to his, slid his hand up to her underwear and raised her eyebrow. He took the hint and stroked her gently through her underwear.

When the girls gossiped about their experiences, she had never imagined it would feel like this. Hot and aching all at the same time, a feeling echoed by the fire in his eyes. She'd never done this before and she was unsure how far she wanted to go. Another gently prod at her center stole her thoughts and she leaned back against the seat, reveling in the feeling. He straightened and leaned over her, one hand still caressing her below and the other bravely sliding under her shirt, up past her ribcage and finally cupping one breast. She smiled against his lips at his groan and on instinct, bucked her hips as he stroked a tiny bundle of nerves she hadn't known existed. She tangled her legs with his and then tugged him down so their bodies pressed against each other. He complied and as their kiss intensified so did their touches. She tugged at his undershirt, pulling it out of his trousers, and he shivered slightly as he felt her hands gliding up his stomach to his chest, around his ribcage to his back. He couldn't help himself and pulled her bra cup back just enough to pluck at an erect nipple and they broke the kiss long enough to shed their respective shirts before resuming it once more. Her white cotton bra was soon thrown across the room much to her momentary embarrassment at the lack of maturity it hinted at, and she sighed as a his hand again found her breasts, rocking upwards into him. Lily bit back a moan, the sudden desire to remove her dainty underwear at the forefront of her mind. Severus also seemed to have the same idea, so before he could, she lowered her hands to her skirt. He propped himself up on one elbow and helped her out of the skirt, both coming to an impasse when they refused to lose contact with the other. Finally, swearing softly, she wriggled free and viciously tugged at his trousers, removing his socks and shoes in the process. As Lily sat up to remove her panties, he grabbed her hand.

"Don't," he said, intently, and she shivered at the look in his eyes. Nodding, she moved her hands away, and he gently laid her back onto the seat.

She watched him hook his fingers beneath the scrap of cotton and he let out a ragged breath as she was finally revealed to him. Pausing, he let his eyes linger where they would, drinking in the perfect vision before him. Lily felt her face light up with shyness and she struggled to cover herself under his relentless gaze. How did she know this wasn't a dream, that she would wake up and find that this entire experience had been the result of a daydream spell and she would be at home having never met Sev in the first place? She was pulled out of her racing thoughts as he lifted one hand, shakily brushing a stray lock of hair off her face.

"You're…"His voice sounded hoarse, and he swallowed again before trying once more. "You're perfect, Lily Evans."

He kissed her once more, desperately, and Lily's hands slid up and down his back, and he nipped at her jaw before placing several open-mouthed kisses along her throat. She whimpered as he left a mark where her shoulder met her neck, and gasped when he moved to her breast, his soft lips enveloping the tiny bud. Now that she could feel him through only his boxers, she hesitated again. If she allowed this to happen, she wouldn't be able to take it back. She studied Severus for just a moment and when he kissed the back of her hand before leaning toward her again, her heart fluttered. She wanted her first time to be with Sev. No one would need to know. It'd be their secret. As she gently tugged at the last bit of fabric separating them, her eyes trailed down his body hungrily, mapping the angles and planes of his chest, caressing his flat stomach before drifting lower. She held his breath, watched as she realized that, though his penis was just like any other male's, it was much different than hearing about it or looking at it in a science book. She met his eyes again, all at once fearful and with her last bit of courage, she met his mouth in a searing kiss, once more reigniting the postponed passion between them. Her hands slid down his back, gripping at his lower hips, and he gasped before claiming her lips once more.

There was no gentleness this time. The last of her hesitance had been scattered to the winds, and the kisses were now deep and hungry. He matched her desire, squeezing her hands and she began rubbing wantonly against him and as he let out a deep growl, he sucked at the skin on her neck. Hearing the pleased noises she was making, he moved lower, nipping at her skin before soothing it with his tongue, peppering her skin with tiny red marks that declared, in no uncertain terms, that she belonged to him. Every reaction was catalogued, every moment she memorized so this single memory would be with her for the rest of her life.

When it felt like everything she was feeling, from the constant rubbing against her now moist mound to the almost painful kisses he showered onto her breasts, she found her legs wrapped themselves tightly around his hips. Needing no other encouragement, he thrust into her quickly, powerfully, only to freeze as pure, unadulterated bliss swept over her through the red hot sting of her innocence breaking. Lily was trembling, hardly able to believe that they were actually here, had taken this step, had stopped dancing around each other and their feelings. Finally.

She watched him as they moved as one, her hips rising and falling under him, and she was mesmerized by the sight of him moving above her. Her hands drifted around and down, resting lightly on his back, and she shifted, allowing him to penetrate deeper. Mouth dry, she arched up on instinct to kiss him, the action slow and languorous, matching the pace he had set as he entered and left her. Slowly, she felt a heat begin to build, magma turning into a wildfire, and as she felt a wave of pleasure rattle her straight through her bones, he stayed inside just long enough for her to finish and pulled away, his own orgasm causing him to collapse with his head on her stomach. It felt like hours to her when the sensations had finished sweeping through her body and when she sat up, she felt changed in a way that would be obvious to anyone looking at her. She smiled as he cleaned himself and sat next to her, pulling on scattered bits of his clothes, one of his arms wrapped around her waist. He stopped for a moment and idly connected the freckles on her arm. Her eyes were closed, a soft smile on her face, and she heard him speak softly, "What'd I do to deserve you?"

Blinking her eyes open, she looked over at him. "What do you mean?"

He shifted slightly so she could look at him easier. "I mean, I'm nobody. A poor wizard with an affinity for mixing potions. I haven't even taken my O.W.L. levels yet and now… now I get to be with you any time I ask. Why me? What've I done to deserve this?"

"Sev," she murmured, smiling tenderly. "You make me laugh and view the world through eyes that are calculating and able to see things I can't. You taught me what I was and I felt like I was going to be alone after knowing what I could do and suddenly, you were there."

He hugged her close suddenly and at that moment reality intruded into their private world. A distant horn sounded and they knew the train would pull into King's Crossing in roughly twenty minutes. They dressed in silence and when the time came, they went their separate ways, knowing they'd meet up at their creek soon.

A/N: So what'd you think?