Severus waited for Lily by the restricted section of the library. It was their standard meeting place, being often deserted and dimly lit. It was a place where they could talk without being interrupted, a place where they could help each other with homework, a place where they could be themselves without people looking and whispering. He stared around straining his ears to hear her soft footfalls. He couldn't hear anything though and he started feeling anxious, he really needed to talk to her. He started to daydream, his brain playing out horrible situations. Lily falling for James. Lily hating him, him failing at school and being forced to live with muggles. He was in the middle of a particularly disturbing one in which he was walking through a ruined house only to find a screaming baby who looked like James but had Lily's eyes and the still dead body of Lily blank eyes staring into his, when he felt a touch on his arm. He spun around, breathing heavily around a lump in his throat, and found Lily staring back at him, her green eyes the only colour in room around him. She looked quizzically at him and frowned.

"What's wrong?" she asked softly.

Severus shook himself and cleared his throat.

"Nothing, don't worry." He croaked, trying for a smile which did not fool Lily.

She stepped towards him but he ducked away. Lily looked hurt but didn't approach any further.

"Sev! Whats up?"

Severus stuck his hands in his pockets so Lily wouldn't see them shaking and sighed.

"Its nothing, I'm fine, don't worry." He said firmly.

Lily dropped her hand and stepped back.

"I always worry about you Sev, especially when you are sad like this!"

Severus jurked his head up. "Well don't!" he snapped.

Lily stepped back again confusion and hurt in her eyes. Severus could see them darken as she stared at him. He sighed again, sinking back onto the desk behind him and dropping his head onto his hands.

"Sorry, Lily." He mumbled after a few minutes of silence.

He looked up slowly, not expeciting her to still be there.

She was there, staring at him mutely, green eyes boring into his.

He stood and took a step toward her but she ducked away. Severus sank back again rubbing his face. Lily could see now that the hands he had tried to hide before were shaking, she sank down onto the desk next to him bumping her shoulder against his.

"Sorry." He mumbled again after a few minutes.

Lily didn't look up. She didn't want Severus to see how worried she was about him. About how distant he was. She felt him move and get up from the desk, she was suddenly afraid he was going to leave without another word. She grabbed his wrist on the way past and he turned sharply. They looked at eachother for a few moments before Lily let go.

"Please, Sev," she whispered, "Tell me what is wrong!"

Severus shrugged and pushed his hair back from his face.

"I don't know, in all honesty Lily. I'm having bad dreams, doing rubbish in everything exept potions and," he said, looking down, "im scared."

Lily tood a step toward him and this time he did not move away.

"Scared of what?"

"Scared of sleeping, scared of failing my exams. Scared of….."

Lily reached out and brushed his hair away from his face looking directly into his eyes.

"Scared of what?" Lily repeated.

Severus stepped forward "Scared of loosing you. I know I have been distant lately, but I hate you to see me failing. I am the one who told you about this world, about spells and magic and Hogwarts, and I'm failing at all of it. I can't fly a broomstick, I can't…"

Lily put a hand onto his chest, stopping him from saying anymore.

"I pomiced you. We promiced eachother, there would never be a time when we wernt friends, there would never be a time when we lost eachother. You will always be my best friend, the one who showed me all of this, the one who has got me through these three and a half years. Spells and charms, flying a stupid broomstick, isn't important. All that is important is that you don't keep slipping away from me. It scares me too that you are so distant. I don't know what I would do without you here."

Severus closed his eyes and breathed out a long sigh, Lily felt his breath tickle the back of her neck.

"Please promice me you wont worry anymore about losing me, because it wont happen, I promice that. I can help you with your lessons if you need, and dreams are just dreams, don't think about them, they can not do harm to you or anyone who appears in them."

Severus nodded silently, then pulled her tightly against him in a hug. He felt Lily hug him tightly in return and felt happy and at hime and truly tired for the first time this year.

"I promice." He whispered, as he broke away and headed for the door. "Sleep well."