Lily Evans had been at Hogwarts a few days. She was still trying to get used to things in the Magical world. So far she'd enjoyed her classes; she was in awe of the things the Professors could do, and hoped one day she'd be as good.

The only thing that had scared her so far was the thought of having to do flying lessons. Lily didn't see how it could be safe on a broom - there was nothing to hold a body and keep it on the broom. Also, though she wouldn't admit it she was a little scared of heights. The only thing that made her happy about the flying lessons was that they were to have them with the Slytherins. Lily's best friend Severus was a Slytherin. At least Severus wasn't a complete jerk like that Potter boy. Within twenty four hours of arriving at Hogwarts James Potter had asked her out, Lily had scoffed and laughed in his face before sweetly telling to go jump off the Astronomy tower.

"Lily, it's time to go, come on or we'll be late."

Lily was shaken out of her reverie by her dorm mate Alice Fortesque. Alice was a slight girl, with a round face and round eyes, her long dark hair was wavy when it was down, but right now it was in two long braids.

"Huh?" said Lily.

"It's time to go, we've got our first flying class in five minutes," said Alice happily.

Lily felt a swooping sensation in her stomach. But she got up from the Gryffindor table and followed Alice on the grounds. On the way down they ran into James, Sirius, Remus and Peter. Lily silently groaned.

"Hey Evans, how are you today? Looking forward to flying?" asked James politely.

Lily, merely eyed them in a distant manner, she was keeping her eyes open for Severus. Finally she saw him and smiled.

"Hey, Sev!" Lily waved frantically.

Severus turned to smile at his best friend.

"Hello, Lily," he called back

Lily caught up to him and they walked and talked together.

"Did you sleep any better last night, Lils?" asked Severus.

But before Lily got the chance to answer, Severus was flat on his face in the grass. Lily spun around and saw Potter and Black laughing their heads off. She marched off in their direction.

"What did you do that for?" Lily demanded.

"Do what Evans?" asked James.

"Magically tie his shoe laces together like that!"

"I didn't, he did!" said James, giving up Sirius as the culprit.

"You're a right nasty pair of gits!" stormed Lily.

A crack rent the air as Lily smacked Sirius as hard as she could around the face. The resultant effect made James laugh his head off. So when he shut his eyes, Lily had taken a swing and punched James in the eye and blackened it for him. This caused James to collapse in a heap, everyone else too stunned to say or do anything. Lily marched back to Severus who was attempting to untie the knots in his laces.

"Lily, you didn't have to do that for me you know, I don't want you getting into trouble for me," said Severus in frustration.

"Here let me help, and well I saw red Sev, I couldn't help it!" grinned Lily.

He grinned back and watched Lily deftly deal with his knotted laces. It helped that she had long nails - all he had were chewed-down stubs.

Eventually they were all assembled and waiting for the lesson to start. Madam Hooch introduced herself and lined them up beside a broom.

"Now, I want you to put your right hand over the broom and say 'up'."

Everyone did as they were told. Severus' broom shot up into his hand and Lily looked at him in surprise.

"How did you do that?" asked Lily.

"It's easy, you just don't show any fear. Like an animal," replied Severus with a wink.

Lily understanding what Severus meant, she took a deep breath and tried very hard to rid herself of her nerves. She kept her eyes closed, and put out her hand and tentatively said 'Up'. She felt the broom smack her hand and her eyes flew open in surprise, and Severus smiling at her.

Once everyone had their broom in their hands, the next thing was mounting the broom. Madam Hooch showed them how to mount their brooms correctly so they wouldn't slide off the end of it. This point made Lily start to shake again. Severus noticed Lily shaking.

"Lily, it's going to be fine, I promise."

Lily just nodded her head.

They all mounted their brooms and Madam Hooch went down the line correcting everyone's grip. Once everyone was correct and Madam Hooch was happy the next bit of the lesson started.

"When I blow my whistle, I want everyone to kick off the ground hard, you must keep it steady, hover a few feet for a moment, then come straight back down by leaning forward slightly. On my whistle then, three, two, one."

Lily out of sheer nerves took off like a bullet, both Severus and James were quick to take off after her. Madam Hooch was beside herself with anger, and was blowing her whistle and yelling for them to come back down.

Lily was gripping her broom for dear life. She'd never been so terrified.

"Lily?" asked Severus.

"Evans? Are you okay?" asked James, who was very obviously rattled.

"Potter, you are not required here, I can help Lily back down," said Severus in annoyance.

"One of you, I don't care which... Get me down from here!" yelled Lily frantically.

"Evans, you need to open your eyes," said James quickly.

"But...but I can't, I'm scared," blurted Lily.

Grudgingly Severus agreed.

"Lils, you need to open your eyes."

Lily slowly opened her eyes. She took in the beautiful scenery as she soared through the air.

"Oh!" said Lily in awe. Her red hair was flying behind her, her green eyes bright.

"Enjoying yourself are we Evans?" asked James in amusement.

"Oh I am," answered Lily.

"We better go back down now Lils," said Severus from one side of her.

"I guess Sniv..Snape is right," corrected James before he could antagonise Lily, and cause her to fall off.

"Right, now listen to me Evans, I need you to lean forward slightly and start heading for the ground slowly. Do you understand? Me and Snape will be either side of you just in case," explained James.

For once James was willing to work with Snape just to make sure that Lily got back to Earth safely. Lily did as James said and slowly but surely they got back to the ground. Lily landed a little harder than intended and staggered forward, but was caught by a fairly strong pair of arms. Lily looked up and saw the hazel eyes and untidy hair of James Potter.

"Okay now Evans?" asked James.

"Yes, thank you, Potter," said Lily quietly.

He strode away to his friends and Lily watched him go. Severus thought he saw something in her eyes. For a moment he thought he saw something like adoration in her eyes. He hoped he was wrong.