A/N school is so boring. But its where i write all my fanfics, so i guess its a good nothing we do nothing all day long. Ok this is about severus looking back at his favourite memory and its of him and lily. Enjoy! And i don't own anything.

Severus stormed around his office, snarling and glaring at inanimate objects. Potter had just walked out. Their occlumency lessons were a total failure. Besides the fact that Potter was obviously incompetent, he was also sneaky and nosy. Potter had just brutally attacked him when Severus was only trying to do his job. Anyway, Potter ended up seeing his most hated memory. James Potter had hung him up and revealed his underpants to the entire school and Severus and called Lily a mudblood. He groaned. The humiliation and pain was coming back all over again.

He eyed his pensieve and grabbed the vial that contained his favourite memory. Whenever he was upset, this memory made him feel better. It was of him and Lily at a muggle carnival the summer before their fifth year. There was no James Potter, no Slytherin and Gryffindor, no Death Eaters and no magic. There was nothing of their usual lives. It was just him and Lily – best friends forever. It was like before they went to Hogwarts and nothing could stop their friendship. He poured the memory into the pensieve and leaned in.

She showed up at his house wearing a green sundress that made her eyes look bigger.

"Hello, Sev! Want to go to a fair with me?" She exclaimed happily.

"Sure, where is it?" He asked.

"Just at the parl. It's going to have food and games and rides! Change into some muggle clothes and let's go!"

He wore a pair a jeans that were too short and a shirt that was too big. He felt awkward and poor next to shining Lily Evans but she didn't seem to notice. Music was playing and lights were sparkling when they got there. The sun was setting on Saturday night so there were mostly couples there. Lily ran straight to the midway. She was admiring a stuffed tiger so Severus said he'd try and win it for her. She grinned. It was one of those games where you have to knock down all the milk jugs. She was delightedly surprised when Severus did win it for her. He had amazing aim.

They played a few other games and Severus bought Lily a cotton candy. She placed the delicate pink clouds in her mouth and felt it melt away.

"Want some?" She asked him.

"Sure." He replied.

She pulled off a piece and stuck it in his mouth. He felt his cheeks burn and the sugar coat his cheeks. They went on the Tilt-A-Whirl and Lily shrieked and her hair whipped around her head. They were both laughing. Severus half expected James Potter to show up and ruin their fun but it was just him and Lily. She suggested they go on the Ferris Wheel next.

"I don't know, Lily." Severus murmured.

"Why not?" She asked.

"I don't really... like... heights." He muttered.

"It'll be okay, Sev. I'll hold your hand the whole time. It won't be that bad." She promised him.

They got to the front of the line and Severus took a deep breath and stepped onto the seat. It was only built for two and he and Lily fit comfortably. Like she promised, Lily took his pale hand in her own cool, soft one smiled at him. Her beauty took his breath away.

They got to the very top and the ride stopped.

"Why did it stop?" He asked, anxiously. "What's wrong? Is it broken?"

"No, it always does this. It's so you can enjoy the view." She explained.

"Oh. Okay." The view was nice. They could see all the twinkling lights of the carnival below them.

"I think I can see our houses from here!" She cried, leaning forward to get a better view.

"Lily, be careful!" Severus shouted and dragged her back.

He knew she wasn't in any real danger, but just seeing her lean out of a tiny box fifty feet in the air freaked him out.

"You're sweet." She said and squeezed his hand.

His heart dropped to his toes. His breath caught in his throat and he couldn't drag his eyes away from her face. He so badly wanted to kiss her. He was about to but then the ride ended. They got off and Lily dragged him over to a photo booth.

"Let's get our picture taken. I want to remember this night." She said.

They squeezed into the booth and posed. They got out and Lily kept two pictures for herself and gave two to him. She got the one where Severus and his eyes crossed and she had her tongue sticking out and the picture where she was making a model pose and he had pretended to take her picture.

He looked at his own picture. The first one they were both laughing and the other one, Lily had thrown her arms around him and kissed his cheek. The pictures were muggle so they didn't move but Severus loved them all the same because they were of him and Lily.

"Want to go back now? It's getting kind of late." She said, yawning.

Severus walked her home and when they got to her front door, he kind of wanted to kiss her goodnight but she had already inside, calling over her shoulder, "'Night, Sev!"

He walked home by himself and moved his fingers over the muggle picture of him and Lily and stil felt the burning in his cheek from where Lily's lips had touched him.

Severus popped out of the pensieve feeling the same way he felt whenever he saw that memory. A sort of bittersweet feeling. He was so happy at seeing Lily again but very hollow that that was the last summer they had spent together. He had called her the "M" word and she had married James Potter.

He reached under his bed for the little box he knew was there. In it was his half of the muggle photos from the photo booth. He ran his fingers over Lily's smile and her face as she kissed his pale cheeks. He wondered sadly if she had kept her pictures of him and her.

A/N thank you for reading and please review and tell me what you think!