Ok...so this has been working around in my head for a while now, so I figured I should write it down. Whenever I listen to this song, I always think of Snape and Lily because I feel it fits them perfectly. Hope you all enjoy :) review please.

Disclaimer: I don't own Harry Potter (That would be J.K. Rowling) or the song "What If" by Kate Winslet. I'm just a fan who admires them both.

"Oh, look!" Catherine whispered excitedly, elbowing Mary in the side. "Mary, It looks like your sister is going up to sing!"

Lily glanced over at the stage where the Weird Sisters had just stopped playing. Fourteen year old Millie Macdonald was making her way through the crowd of students and towards the stage, her light blue gown swishing around her feet. All Hogwarts students fourth years and up had been invited to attend the Christmastime Ball before they left in the morning to return home for the winter holidays. Lily had been hesitant to go at first, but her best friend Mary had insisted. Lily had finally agreed, so long as both Mary and Catherine promised not to pester her about dancing with anyone.

Of course, James Potter had asked her to dance a total of nine times so far that night, and Lily could tell that he wasn't even close to giving up yet. She wished that the boy would just leave her alone. Couldn't he tell that no meant that she didn't want to go out with him?

"I didn't know Millie was going to sing tonight," Lily remarked.

Mary shrugged. "Neither did I. Actually, I don't think I've ever heard her sing before. She doesn't like being up in front of people."

"Then why is she going up to sing?" Catherine asked.

"Um, hi," the young girl murmured into the mike. "I uh, I wanted to sing a song for you guys tonight. Um, yeah, so this song is for a close friend of mine, and I hope she really listens to it."

As the music started up and a few couples began to sway to the slow music, Lily turned to Mary.

"Not to be rude or anything, but does Millie even have any close friends? I've never seen her hanging around anyone before. She's always off by herself."

Mary shrugged. "Beats me. She never talks about anyone."

"What about Snape?" Christine asked. "Ever since the beginning of this year she's been hanging around him a lot.

Lily frowned, but said nothing. She didn't want to think about Severus Snape. Ever since their friendship had ended the previous year, she felt as if there was a hole in her life. A hole that she couldn't seem to fill no matter how hard she tried.

"Christine!" Mary hissed.

"No," Lily inturrpted. "Its ok, really. You're right. Millie has been hanging out with…Snape a lot. I've noticed too. But that cant be who she's talking about. Millie said the friend was a 'she'."

Here I stand alone
With this weight upon my heart
and it will not go away
In my head I keep on looking back
Right back to the start
Wondering what it was that made you change

"Wow," Christine murmured. "She's really good."

Lily had to agree with her friend. Millie's voice was absolutely beautiful. The girl didn't even look nervous anymore. Her hands gripped the mike calmly and there was no tremble in her voice. It was as if she was an entirely different person.

Well I tried
But I had to draw the line
And still this question keeps on spinning in my mind

What if I had never let you go?
Would you be the man I used to know?

Lily's heart stopped as she locked eyes with the singer on stage. Millie was looking directly at her, singing those words to her. She knew it. But why?

There was something about those words that struck a chord with her. Something that…that tugged at her heartstrings. That made her want to sit down and, cry. She didn't understand it, but Lily knew that was how she felt.

If I'd stayed
If you'd tried
If we could only turn back time
But I guess we'll never know

Severus. That's what this was all about. Millie had been spending a lot of time with the boy. And she was standing right there in front of the whole school, singing, when Lily knew she was petrified of being in front of crowds. The young girl was trying to tell her something. A message that, until this moment, Lily had refused to hear.

Many roads to take
Some to joy
Some to heart-ache
Anyone can lose their way

That much was true. Severus had lost his way. He had started hanging out with the soon-to-be death eaters and had slowly destroyed the friendship the two had with each had chosen Mulciber and Avery over her. And in doing so, he had chosen a life of darkness. A life that Lily would have nothing to do with.

And if I said that we could turn it back
Right back to the start
Would you take the chance and make the change?

Do you think how it would have been sometimes?
Do you pray that I'd never left your side?

Lily chanced a glance over where Severus had been standing the entire night. He was still there, a stern expression on his pale face. But he was looking up at Millie, listening to the song. Was it possible, what she was saying? Did he wish things could go back to the way they were? Did he really miss her as much as she missed him?

Her heart skipped a beat when she saw him glance over at her. The green eyes met the black ones for only a moment before Lily turned away. Had that been…sorrow she had seen in his eyes? Severus Snape was never sorrowful. It couldn't be.

What if I had never let you go?
Would you be the man I used to know?
If I'd stayed
If you'd tried
If we could only turn back time
But I guess we'll never know

Was she making a mistake, not taking him back? What if she was, in fact, pushing him right into You-Know-Who's arms, by rejecting him? Was there still a chance that the two of them could be friends? Was there a chance he could be saved?

"Lily, Lily, are you alright?" Mary asked worriedly. "You look a little pale. Do you want to go sit down?"

Lily shook her head violently. "Shh," she hissed. "I'm listening."

If only we could turn the hands of time
If I could take you back would you still be mine?

'Cos I tried
But I had to draw the line
And still this question keep on spinning in my mind

No. Severus had chosen his path, and she had chosen hers. There was no going back. He had called her a mudblood, her of all people. Lily knew she was nothing special, but for some reason, though he used the word when describing others of her birth, he never once used it to refer to her. Lily had thought that maybe, he might still cherish their friendship, despite how far into the dark he had traveled. But all those hopes had been shattered the day he uttered that horrid word.

What if I had never let you go?
Would you be the man I used to know?

Lily could feel her heart tighten as Millie's eyes began to brim with tears. The young girl shut her eyes and let the final chorus soar over the orchestral music. It was a beautiful sight to behold. It was almost as if, for a moment, Millie had been the one to lose Severus, not Lily.

What if I had never walked away?
'Cos I still love you more than I can say

That was it for Lily. As she felt the first tear slip down her cheek, she turned and ran from the room. She couldn't take it anymore, the suffocating feeling in her heart. Why? Why did she have to hurt so much? Why did Millie have to sing that song? Why wasn't she over losing Severus? Why couldn't she let go?

If I'd stayed
If you'd tried
If we could only turn back time
But I guess we'll never know
We'll never know

Lily could hear the ending of the song and the applause from the courtyard where she had taken refuge from the feelings inside of her. Tears were streaming down her face and she prayed that her friends wouldn't come looking for her.

"Lily," a soft voice murmured beside her. A voice that she missed dearly. "Lily, are you alright."

Her head whirled around to find Severus Snape kneeling beside her on the ground. His hair had been washed and he was wearing a rather nice pair of dress robes. She wondered briefly where he had gotten them. He looked rather nice in them.

"What do you think? Do I look alright to you?" She snapped at him, her anger building up inside of her.

"No," he said quietly. "No you don't."

Lily scowled at him, waiting for him to say something, anything. But her former best friend was silent.

"I should really be going," she muttered as she stood up and started walking away from him.

"Wait." A cool, bony hand grabbed her wrist lightly and she shivered at the touch. "Please Lily. Don't go."

"Why not?" she questioned. "Do you have something to say?"

"I'm…well, I."

"Go on. Spit it out."

"I'm sorry!" he growled, frustrated. "I'm sorry, ok? I don't know how many times I have to say it until you'll forgive me."

"Forgive you?" Lily asked. "Forgive you. Severus, you hurt me! By calling me that name, by choosing your Slytherin pals over me."

"I said I was sorry, Lily. I didn't mean to."

Lily folded her arms across her chest. She really didn't want to fight with him, again, but that song had shaken her up so much that she had lost almost all of her self control. She couldn't help it. "Yeah. I know. That's what you keep telling me, but I don't believe it. I think you did mean to call me a mudblood. That's what you call everyone of my birth. Why should I be any different?"

"Because I…Because you…I just," Severus stuttered, trying to find the right words.

"You know, deep down, I knew something like that was going to happen eventually. You were headed down that path for a long time. I just didn't want to admit it to myself. I didn't want to lose you. But I see now that it can't be helped. You've chosen your way, and I've chosen mine."

"NO!" Severus shouted, and for the first time, Lily was at a loss of words. "No. You're wrong. I didn't mean for those words to come out. I never meant to choose them over you, and I haven't chosen my way. Not yet. I can't have, not if I still feel the way I do."

He paused, and Lily's heart clenched as she saw tears brimming in his eyes. "I will never choose them," he began, his voice quavering, "if the price is losing you. I would give up anything, everything, for you Lily."

Lily was shocked. Never had she expected Severus to say those things about her. She had wanted him to say them, but never had she actually expected him to say it. "I want to believe you Sev," she said softly, reverting back to his childhood name. "I do. But I can't. Time and time again, I've told you how I feel about the things you are doing, and you haven't once changed your ways. The incident at the end of last year is proof of that."

She made a move to leave, but Severus stopped her once more. "You have no idea what it's like to be me!" he shouted.

Lily could feel her anger rising again. "Oh, I'm sorry," she spat back. "I didn't know I had to make special exceptions for you because your life is so hard."

"You don't understand!" he growled. "I grew up alone, in a house with a drunken father and a sickly mother. My mother was the only one who ever loved me, and when she died back in our third year, I lost everything. You were the only friend I had and we were seeing less and less of each other over the years. Potter and his cronies were relentless in bullying me. I was constantly being made a fool of. I didn't know how to stick up for myself. And I was terrified that you were going to leave me. That you would choose him over me."

Severus stopped and his eyes fell to his feet. "That afternoon, when it happened, I felt humiliated. Potter was there, torturing me in front of everyone, in front of you. And all anyone could do was laugh. They thought it was funny."

"I never thought it was funny," Lily said calmly.

He didn't seem to hear her at all. "The reason I started going down the path I did, I wanted power Lily. I wanted…to stop being put down all the time. I wanted revenge on Potter. But most of all," he looked up and met her tear filled eyes. "I wanted to show you that I could be great. That I wasn't weak. I wanted you to be proud of me. I wanted to be, in your eyes, what James Potter was in everyone else's. I wanted to be your hero."

"By joining a madman who murders people?" Lily asked, unsure of what to make of her friend's, former friend's declaration.

"What other choice did I have?" he asked desperately. "How else could I get you to notice me? I'm not brave, Lily. I don't know how to be brave. I don't know how to be someone you can be proud of. Someone who is worthy of you."

"Oh, Sev," Lily breathed.

"I know it was stupid. And believe me, I would take it all back if I could. I would go back to before our third year and do it all right. I would be the kind of friend you deserve. I would stand up against guys like Mulciber and Avery. I would tell you –"

He stopped suddenly. Lily frowned slightly and took a small step forward, resting her hand on his arm.

"Tell me what Sev?"

He turned his head away from her, but with her other hand she made him turn and face her. Lily's heart was racing and her palm tingled where it touched his soft skin. Gently, she stroked his cheek as she gazed into his deep black eyes.

"Lily, I –" He was trembling now. Lily could feel him shaking beside her. She wanted nothing more than to take him into her arms and hold onto him forever, but she held back, waiting for the words she wanted –needed – to hear him say.

He reached up and stroked a strand of her red hair that had fallen out of her elegant bun. His fingers lightly ran themselves over her cheek before resting themselves on her neck, his thumb still stroking her face.

"I love you."

The words were soft, but said with such a conviction that Lily almost lost the support of her legs. She heard her breath catch in her throat as she struggled to say the words back to him, to tell him that she had longed for him to say that for such a long time. And that she felt the same way.

"I've loved you Lily since we were kids. I loved you then. I love you now. I will love you 'til the end of time. You are my best friend. You're funny, and smart, and kind. And the most beautiful girl in the entire universe. You're the one that I laughed with and the one I cried with. The one I shared my secrets with. And I know that you hate me, but I promise I can change. I can change for you Lily. I can be the man that you deserve, I promise. Just give me another chance. You don't have to say you love me back. Just be my friend again. I won't ask for any more than that. But I need you Lily. I need you in my life. Please."

Lily was still for a moment, and then she was kissing him. Severus stood motionless, complete shock in his eyes. Then, registering what was happening, he wrapped his arms around Lily, pulling her close to him. Lily pressed herself even closer and placed her hands on either side of his face. Slowly she pulled back, her green eyes shining with tears.

"You don't know how long I've waited to hear you say that." She kissed him again. More sweetly this time. "I love you Sev," she whispered. "I always have. It just took a young girl with a beautiful voice and a lot of courage to make me see what was right in front of me."

"I'll change Lily, I promise," he murmured into her hair as she held him close. "I'll make you proud of me. I swear it."

Lily smiled and pulled back to look at him. "Severus Snape." Her voice was stern, but there was a twinkle of joy in her eyes. "You've already made me proud. Anyone can point a wand and shoot spells at someone. It takes real courage to throw everything on the line and tell a girl you love her." She leaned in and kissed him once more.

"And I, for one, am glad you did."