Well, I took this down for about three hours before realizing how much I didn't want to rewrite it and how it was probably good enough anyway and it doesn't have to be perfect but mostly I don't want to rewrite what's already been said. So I hope you can all find it again if you want to, and… enjoy. Oh, and this is seven chapters at once because I don't want to separate them all out at the moment. To new readers, please review! To the old ones, don't bother if you don't feel like it.

Chapter One

Severus knew that it was against Hogwarts rules to have any sort of relationship with a student other than that of a teacher and his pupil. He knew it, and yet… and yet he somehow found himself wanting desperately to overlook it.

She was an eighteen-year-old student—an adult, he would think, trying to justify his thoughts to himself—and she was undeniably beautiful. She was slender and yet full-figured, like the willow that had provided the wood for her wand. Her long, loose black curls tumbled over her shoulders like dark water and her pale, creamy skin stretched smoothly over her face with its high cheekbones and broad forehead. It was a clean beauty, so unlike Bellatrix's… something of it reminded him forcefully of the wife he had killed semi-accidentally fifteen years before. She was his best student… willing to learn—no, eager to—and she had an inherent talent for the art. Severus would find himself watching her for minutes on end as she added this and that to her cauldron so gracefully that it was almost a dance.

And Lillyan Carina—for that was her name, and one that Severus found simply beautiful—was kind. She did not insult him when he turned away. She did not criticize him endlessly. She even seemed to like him—though, he reminded himself, that might be nothing but his imagination. But she would smile when he passed and when he would stop to murmur silkily, "A beautiful potion," or "Very well done indeed, Miss Carina." She was a Ravenclaw student, intelligent beyond her years and with a streak of mischief that James Potter himself would have been forced to respect.

So Severus found it difficult to make his decision. It was the beginning of her seventh year and she had already proven that she was advanced beyond his curriculum even for N. E. W. T. students. She needed private instruction, but Severus barely trusted himself to be able to give it. There was no chance, he knew, that he was judging her talent with any bias because she had produced a Sleeping Draft that had knocked him out for three days. Dumbledore himself had had to teach his classes. Unfortunately, those three days were commonly regarded as the best Potions classes anyone had ever had—not so much, Severus knew, because Dumbledore was a good teacher as because he was simply not Snape.

Severus leaned back in the chair behind his desk, thinking hard.

Lillyan could hardly wait for her Potions class the next day. She loved potion making above all other magic, and Potions above all of her other classes. She liked Defense Against the Dark Arts well enough, and Charms and Herbology, but they were simply not Potions, and it seemed distinctly unfair to her that she had to wait until the second day of classes to go to it.

She rolled over in her blue-draped bed, staring at the sky through the gap in the curtains. She had once loved stars, but, ironically, Astronomy lessons had stolen their magic and there was no returning it. Lilly, as she preferred to be called, glanced over to her best friend's bed. Kathryn was a dreamer, much like Lilly herself, but to a greater extent. Kathryn had already convinced herself that she was in love with the new Divination teacher and she had yet to have a Divination class. Lilly enjoyed Divination—not because she particularly believed or trusted it, but because the related mysticism appealed to her.

But none of these classes were like Potions, and none of the teachers were quite like Professor Snape. Not even Minerva McGonagall could rival Snape's skill in keeping a class quiet and attentive. Lilly was one of the few Hogwarts students that respected him at all. She would quietly refrain from criticizing him, and, when her friends got too out of line by calling him "that greasy old bastard," she would even defend him. He was not, after all, greasy, and he was certainly not a bastard. He was a good teacher—occasionally unfair, she would admit, but essentially a good person. Why else would Dumbledore trust him?

Her friends had congratulated her over and over again when she had accidentally put him to sleep for three days, but she had not been amused. She had stayed behind after class, in fact, when he got back, and apologized. She had been impressed by the way he had accepted the apology with grace and forgiveness, assuring her that there had been no harm done. However, Kathryn had accused her of lying through her teeth when Lilly had tried to tell her so, adding, "You only like him because you think he's hot."

Well, that had been unfair. He was, but that was hardly the point. It was a curse, really, nearly destroying her Potions. She would be so distracted by his voice, dark and smooth as black velvet, that she would nearly forget to add essential ingredients. She would allow herself to become metaphorically tangled in him, having to struggle to regain her senses. Luckily, she had made most of the potions before, having been unable to resist. Many of them she had made against school rules; unsupervised Potion brewing was punishable by a month's suspension from the school, and for good reason. She recalled vividly the time she had set a girl's bathroom on fire in the middle of the night… she had borrowed a map that had, at the time, belonged to her boyfriend, George Weasley of Gryffindor, and snuck off quietly to make a Conflagration Solution and had only barely managed to stay out of trouble, thanks to an extinguishing spell taught only the day before in Charms.

Lilly had never been able to convince George about Snape, but she liked him too much to argue beyond a feeble protest when he insulted the Potions Master terribly. It's becoming a habit of Weasley boys to seek Ravenclaw girlfriends, she mused. Percy and Penelope had graduated two years before, and now she and George were together for the third year running. Of course, Lilly didn't know if she fully considered herself a Ravenclaw. She had come very, very close to being sorted into Gryffindor herself, but her parents were both Ravenclaws and it simply seemed best for her.

She sighed and turned over again, supposing that it would be a good idea to get some sleep—how else would she enjoy Potions the next day?—but it wasn't George's face that bloomed in her dreams…

Lillyan swept gracefully into Severus's dungeon classroom the next day. Severus smiled at her and she beamed back at him before pulling out her collapsible cauldron and ingredients. He was glad she had arrived early because he had made a decision.

"Miss Carina, a word, please?" He asked quietly.

Lillyan, looking slightly puzzled, stepped up to the front of the room, standing in front of his desk. "Yes, Professor?"

"You have clearly demonstrated to me and the Headmaster that you have an extraordinary talent for potion making. It is so pronounced—and has been so well tended—that you are already far beyond the level of this class, or, indeed, any that is taught in Hogwarts. This class will teach nothing more advanced than the Wolfsbane Potion, but you are obviously ready for more difficult potions, even including highly controlled ones, like various poisons and even Veritaserum." Severus watched her. Her face glowed with the compliment.

"But if no other class is taught here, sir, what shall I do?"

"I want you to meet me outside the entrance to the Headmaster's office tonight at six thirty. I have arranged a meeting for the three of us to discuss it—that is, if you wish to continue the study of Potions?" Severus found himself desperately hoping she would not say no.

"Of course I do!" He sighed inwardly, relieved. "It's my favorite class! I will, of course, meet with you and the Headmaster, Professor Snape. Six thirty, did you say, outside Professor Dumbledore's office?"

"That's correct, Miss Carina," he replied, disguising a smile only by pretending to shuffle some of the papers on his desk. "Thank you. You may sit down."

She walked quickly back to her desk and looked back up, clearly ready to begin, though he had reason to believe that she had already brewed this potion—what else could have set half of the girl's bathroom on fire so quickly? He noticed with a twinge of displeasure that she was sitting next to that horrible, spacey friend of hers, Kathryn Thomson. She was one of those students who enjoyed hissing insulting comments about him when he was just out of earshot. In fact, she was doing it now. Severus scowled, reading on her overly lipstick-ed lips, "greasy" and "biased". He watched Lillyan frown and whisper something back that made Thomson roll her eyes.

Severus stood up and the class fell silent as if a dementor had entered the room. He moved to the front of his desk and began to speak. "Today we will attempt to make a relatively simple potion called the Conflagration Solution. You may not let the mind wander while you make this potion because the dragon tongue, if added in excess, or the fire crab legs, if not handled properly, may cause large fires or even minor explosions. Your instructions," he finished, flicking his wand, "are on the board. You have forty-five minutes, starting now." He waved his wand at the hourglass on his desk, which flipped itself over and filled itself with the proper amount of sand. Then he let his feet fall to the slow rhythm and familiar path that he always traveled around the classroom.

"That is not the correct amount of sunflower juice, Mr. Boile," he snapped. Brian Boile was an abysmal potion maker and Severus suspected that he had only achieved the necessary "O" on his O. W. L. by writing the recipe on his wrist instead of memorizing it. Severus walked on. Then a dim red light flashed into the corner of his eye and he whirled around. "Miss Thomson!" he roared. "Did I not just tell you to be careful with the fire crab legs? Do you have a brain in there among the cosmetics?"

The fire was leaping out of control now and Lillyan was quickly extinguishing the flames on her friend's sleeve. Severus ran over to their table. "Damn you, girl, can you not listen?" he bellowed. "Pyriquellus," he hissed, aiming his wand at the flames that had already burnt her cauldron beyond recognition. When they had died away, he turned on Thomson. "Fifty points will be taken from Ravenclaw for endangering your classmates and failing to be able even to listen to the simplest of instructions!" Severus swept away, leaving Thomson red-faced with fury.

Severus was still in a bad mood at the end of class. Thomson would be receiving a zero for the day and Ravenclaw would have difficulty recovering from the dent he had made in their House Points. Incredibly, her best friend and deskmate had managed to create a beautiful solution that had, to her visible delight, consumed the cardboard Severus had provided within seconds. Only three other students out of the twelve had produced similar results, and one of those had barely been able to coax the cardboard into being slowly half-consumed, while the others had merely turned red or become mildly warm. Severus ran his hand over the scorched desk where Miss Thomson had burned it. A calm flick of his wand repaired the charring but not the anger and panic that had risen when he had realized how many students' heath and even lives were at risk, and it did nothing to heal the sickly ache in his chest that had sprouted through the class whenever he had glanced in Lillyan's direction.

"Fifty points from Ravenclaw," Kathryn was still howling at the end of break. "For a little fire!"

"Kathryn," Lillyan finally snapped. "It was considerably more than a little fire, and I'm amazed it wasn't more than fifty that he took away. You were careless and you know it. Of course he yelled! You put thirteen people in danger today because you didn't listen. Frankly, I think you deserved it. And I'd appreciate it if you wouldn't insult him so much. If you truly try in his class and give a good effort and are polite, Professor Snape's a fine person." Lilly marched away, black hair swaying.

She was still dizzy. It wasn't the adrenaline that had coursed through her blood when her best friend was on fire. It wasn't the way she had managed a beautiful Conflagration Solution… it was the way Professor Snape looked when he was angry. Lilly shivered at the memory and smiled slightly.

She was, unfortunately, pulled out of her thoughts by a red-haired young man who came up behind her and threw an arm across her shoulders, saying, "Hello, Lilly! Missed you over the summer! Come and sit with the Gryffindors at dinner today?"

"Hi, George," she said affectionately. "I'd love to, but I won't be at dinner tonight."

George frowned. "Another potion, I assume? Going to try and blow up the toilet outright this time instead of setting a wee little fire?"

Lilly laughed musically and shook her head. "No, Snape and Dumbledore want to see me at six thirty."

"Causing trouble already?" He raised an eyebrow. "Fred and I, at least, wait until the second week to start."

"No! I'm too advanced for N. E. W. T. level Potions. We're trying to work out a new plan."

George rolled his eyes. "Like you need it. But they'll probably just give you the counter-jinx to the spell on the restricted section and let you look up whatever you need."

"Except we figured the counter-jinx out three years ago," she replied.

George chuckled. "Well, I have some dungbombs to drop before Care of Magical Creatures, so see you at lunch," he said, and loped off to catch up with Fred.

"I thought you said you were waiting for next week!" she called after him.

"This doesn't count!" He grinned over his shoulder. Lilly stared fondly after him. She didn't know where she was going with George… he wasn't the type you stay with and get married to. She shook her head in a semi-amused sort of way and hurried off to Herbology.

Chapter Two

Severus waited for Lillyan outside Dumbledore's office, as had been agreed. It was six thirty-five, and he was impatient. Surely she had not forgotten?

But then she ran up, panting, her hair and robes looking more than a little mussed. He frowned slightly. "You're late," he said, trying not to sound too accusing.

"I'm sorry, sir," she said, looking charmingly ashamed. "I… I was talking to George."

The smallest stab of jealousy shot through his chest, but he shook his head. "It's alright. The Headmaster is usually busy, anyway." He turned to the statue. "Fizzing Whisbee," he muttered.

The gargoyle jumped aside and Severus led the lovely Lillyan up the rising stairs to Dumbledore's office. He rapped softly on the door, acutely aware of Lillyan's breath on his shoulder. He bit his lip, turning away from her. The Headmaster appeared at the doorway seconds later and welcomed them in.

"Ah! Severus," he greeted them. "Lillyan!"

"Lilly, if you please, Headmaster," Miss Carina corrected shyly.

"Certainly," Dumbledore agreed. "Come in and sit down."

When they were settled, Severus in an armchair and Lilly on a small couch, Dumbledore began the discussion.

"As Severus has undoubtedly informed you, you are quite above the level of our most advanced Potions class," he said. "We thought it best to talk over your options for correcting this problem."

Lilly nodded.

Severus caught up the thread of the conversation next. "You have three options," he said in his silky, low voice. "The first is for you to drop Potions entirely, but, judging from your reaction when I suggested it this morning, am I correct in assuming you don't think much of that?"

Lilly nodded vigorously. "Yes, sir, you're right. I love potions too much."

Severus stifled a smile with difficulty. "The second option is for you to continue the study of potions by yourself. You will be given the counter-jinx to the Restricted Section in the Library if you choose this option, you will be given license to practice potion making on your own time, and you will be given access to my collection of ingredients."

Lilly frowned. "I don't think that's a good idea, sir," she said politely. "I wouldn't trust myself to make potions unsupervised."

Dumbledore smiled. "A wise decision, Lilly. There is only one other option, I'm afraid. Professor Snape would be willing to give you private instruction in the evenings three times a week and on Saturday afternoons. You would be supervised and guided in your study, and he has assured me that it would be a pleasure." The Headmaster's face showed the shadow of a frown and Severus knew what he was thinking. Severus had told Dumbledore of his feelings about this particular student, but Dumbledore had expressed, as usual, trust in him to do the right thing. This trust bothered him slightly, but he had promised himself that he would do all that he could to follow Dumbledore's rules.

Lilly was smiling. "That sounds wonderful!" She exclaimed. Then, lowering her voice in mock-confidentiality, she said to the Headmaster, "I was afraid I'd have to give up Professor Snape, sir, and he's just such a wonderful teacher that I was worried I might not be able to stand it!"

Severus felt his face flush and he looked away.

Dumbledore's eyes twinkled. "Well, then, Miss Carina, that seems settled. Severus, would you like to give her your schedule?"

The Potions Master jerked his eyes back from the fire and looked at Lilly. "Miss Carina, I have arranged to be able to teach you on Monday, Wednesday, and Friday evenings, each from eight o'clock to nine thirty. On Saturdays, if you do not mind giving up your free time, I will meet with you from two o'clock to four. Does that suit you?"

Lilly frowned slightly, but nodded. "Yes, sir, I'll make it work."

"If it does not work, tell me now and I will do my best to better arrange the schedule," Severus insisted.

"Well, I'm Ravenclaw's seeker and Quidditch team captain," she said hesitantly. "We meet on Wednesdays and Thursdays from seven to eight thirty. I suppose I can change it to six thirty to eight, but that would mean skipping dinner one night a week."

"Of course, I can move back that lesson to eight thirty," Severus answered quickly, eager to set a time that did not disrupt her own schedule.

Lilly's face relaxed into a smile. "Oh, that would be wonderful," she exclaimed. "Thank you, Professors."

Severus nodded and Dumbledore said, "Of course," and they left the office and went their separate ways—Snape back to his dungeon rooms, Dumbledore to another, more secretive meeting with Sirius Black, and Lilly to the Gryffindor Common Room.

George had given her the password to Gryffindor's Common Room against school rules so that they could see each other in the evenings. She would slip in as often as she could, and the meeting hadn't taken long, so she had time. Anyway, she didn't want to talk to Kathryn tonight.

But then, she thought confusedly, I don't really want to see George, either… They had been quite intimate already that evening, causing Lilly to nearly miss the meeting. But George simply wasn't serious. He was fun, but not committed, and Lilly was forced to be very tolerant of the other girls George was friendly with. She spun around and went to her own dormitory.

She lay back down in her bed, still unmade from the morning, and thought, gazing up at the canopy on her bed. Private Potions classes, she thought dreamily. And four times a week! Her normal class was only ever taught twice a week, and only once was it a double period. Lilly rolled onto her stomach, glossy black curls framing her face, and closed her eyes.

†

Lilly patched things up with Kathryn and they almost enjoyed the rest of the week. Friday rolled around and Lilly was looking curiously forward to her regular Potions class (because the private ones would not start until the following week). She didn't know what she'd do during them, because there seemed little point in actually taking the class.

She stepped shyly towards Professor Snape's desk, intending to ask him what he had planned for her. She cleared her throat; he was grading papers that were clearly from a first year class.

"Excuse me, Professor?"

He looked up and Lilly saw the corner of his mouth twitch almost into what might have been a smile. "You have a question, Miss Carina?"

"Yes," she said apprehensively. She was slightly nervous around him, but she didn't quite know why. "I was wondering if you wanted me to participate in this class still?"

"No, that does not seem necessary, Miss Carina." Lilly swayed slightly, dazed by his beautiful, deep voice.

She nodded with difficulty. "What…" she cleared her throat again. "What would you have me do instead?"

"You may take this class as a study period. You can have a desk at the back of the classroom and nothing should bother you. Unless, of course," Snape scowled, "your friend sets the room on fire."

Lilly nodded, still slightly mesmerized by the sound of his words, and walked to the back of the room, pulling out a book.

"You may notice," Severus told his class, "that Miss Carina is no longer participating in this class. That is because," he looked around, glaring at them, "she, unlike many of you, is not a dimwitted dolt who doesn't know how to handle her ingredients and make potions." He paced around the classroom. "Today we will be making a simpler potion than the Conflagration Solution since so few of you managed it…" He continued, explaining the procedure and telling them to begin. Then he resumed his walk around the classroom.

"Four drops of armadillo bile," he hissed to a Hufflepuff student. "Four, and no more! Your potion is ruined. Evanesco." The potion vanished. "Since it is so early in the class, I will allow you to begin again, but I doubt you will do much better."

The class went by as slowly as ever, leaving Severus thoroughly bored. One of the potions exploded into a cluster of blue stars, forcing him to take twenty-five points from Hufflepuff. Another began foaming as if the student's cauldron were somehow rabid. He glanced at Lilly a few times during the class and once he found her looking at him. He returned her gaze steadily for several moments before she blushed and looked away. His advanced Potions class walked out thirty minutes later, he and most of his students furious with each other as usual.

Chapter Three

Lilly spent the weekend in the library working on a difficult Transfiguration assignment. She was secretly hoping to become an animagus, but she doubted she'd be able to. Her Transfiguration was acceptable but not particularly distinguished, and only the best could turn themselves into animals. She jotted down the counter-spell to un--transfigure a teacup that had been turned into a hamster. Kathryn sat beside her, muttering fragments of curses that were clearly directed at her Ancient Runes professor. Her wand twitched on the table beside her.

Lillyan couldn't wait for Monday evening. She wanted, for once, to make a potion she'd never heard of—or one that she had, but hadn't had the chance to try. She wanted a challenge. Something new and unusual. And it would be so good to have a Potions lesson without her friends constantly hissing insults and threats directed towards Professor Snape.

Severus watched from the high table in the Great Hall as a group of older Ravenclaw girls walked in on Sunday evening. He picked Lilly out and he felt his face soften. He watched her glance at the High Table, but she didn't look at him and he finally looked away.

Severus ate quietly, not talking much. It wasn't unusual. He was well-known for going days on end without saying so much as "hello" to other teachers. Lilly walked over to the Gryffindor table and kissed George Weasley. The Potions Master felt again the quick stab of envy. And then she was gone.

Severus clutched his forearm suddenly. It had burned red and black and filled Severus with a familiar anger and dread. He stood up and walked over to Dumbledore. "Headmaster," he whispered. "The Dark Lord is calling us again."

Dumbledore nodded gravely. "Good luck, Severus."

Severus swept out of the Hall and out of the castle, headed for Hogsmeade… and then to the one he called 'master'.

†

He returned hours later, slipping silently into the castle. When he finally arrived in his dungeon rooms, he fell to he ground. He let his knees hit the floor hard. Severus spread his pale, slender fingers out on the cold stone floor and he bent his head down, panting. He had made a mistake—it had almost lost him his life and Voldemort's trust. He had let himself refer to Dumbledore as the greatest wizard of the age, and Voldemort had heard. Severus wiped blood off of his forehead with the back of his hand and pulled himself to his feet. He needed sleep, that was all. He'd be alright in the morning.

Lilly fell asleep in Divination on Monday morning. She and George had been up much too late the night before… Kathryn poked her. "What were you doing out so late?"

Lilly felt her face slide into a smile, but she didn't answer. She stared off into space, remembering it. It had been new and fun and she somehow knew that that wasn't the last time they'd do it. "Nothing," she said finally.

Kathryn scowled. "'Nothing' doesn't take an hour and a half and make you so tired that you fall asleep in Divination."

The Potions student just shook her head, still grinning foolishly.

Dinner came and went uneventfully, and Lilly hurried up to get her potion supplies. She stepped through the door to Snape's office at exactly eight o'clock and found him waiting for her. He greeted her with a faint smile and motioned to her to sit down. She sat, looking eagerly at him, ready to begin.

"I'll be starting you with an Invisibility Paste," he informed her. "It allows the user to make invisible anything covered with it."

Lilly's mouth fell open. The Invisibility Paste, she knew, was a controlled substance. Anyone wishing to make or use it had to get a permit from the Ministry of Magic. "Sir," she interrupted. "I don't have a license for it!"

The professor fixed her with his steady black gaze. "I do."

The girl nodded and Snape continued. "This will require concentration and some spells that you'll have to cast with your wand. Here are your ingredients and instructions. Please start."

Severus watched her begin with a generous heap of ground unicorn horn. It sparkled as it fell from her cup to the bottom of the cauldron. She checked each line twice before she followed it. Then came the phoenix feather oils. Lilly stirred it to make it thicken to a dense paste. Once she had added poppy essence, cinnamon, and a touch of water, she looked up at him. "Sir, what spells do I need…?"

Severus jumped. He had been lost watching her. "Concealment Charm," he finally managed. "And an Illusion jinx." She cast the spells quickly.

"Did I do that right?" she asked hesitantly.

Severus bent over her cauldron.

The Potions Master bent over Lilly's cauldron. His shoulder-length black hair fell forward over his pale face and Lilly found herself fighting a sudden impulse to reach out and brush it away, just with the tips of her fingers. It frightened her and she stepped back.

"Everything seems to be in order," he murmured. "Would you like to give it a try?"

Lilly nodded, returning to her cauldron. She pulled a hairpin out of her bag and, with the protection of her dragon-hide gloves, she rubbed it all over with the paste. Both the tip of her finger and the hairpin flickered once, then disappeared entirely.

"Very well done, Miss Carina," Professor Snape said, smiling. "Very nice."

Lilly felt herself flush with pride. There were not many Hogwarts students who would be able to make this, she knew. She also suspected that it would be beyond more than a few teachers. She looked happily into her vat of shining, silvery Invisibility Paste. Then she pulled out her willow wand and, murmuring, "Evanesco," watched it vanish.

Severus was smiling. He was proud of her because he knew that he and Professor Dumbledore were the only two teachers who would have been able to make that. Lilly smiled back for a few seconds, then asked, "Is that all for today, Professor?"

He nodded. "You may go." She was almost all the way out of the door before he called her back. "Oh, and Miss Carina?"

"Yes?" She half-turned, looking as though she hoped there would be more and Severus was seized by a sudden desire to reach out and touch her shoulder, just above her breasts. He mastered the impulse and remembered what he had to say.

"You have unicorn horn in your hair. I suggest you wash it out well, or you will wake up tomorrow with silver streaks in your hair and, quite possibly, all over the rest of you as well."

She laughed in a cascade of high, happy notes, and turned back. "Good night, Professor," she called back.

Severus sat down at his desk and thought for a long time. He didn't know what he should do—he knew what he wanted to do, but he knew that wouldn't happen. He wouldn't let it. Dumbledore trusted him and he wasn't going to lose it.

Chapter Four

Lilly was exhausted. She was dirty and sweaty and the last thing she wanted was a Potions lesson. She was angry with her team. They weren't working hard enough and they all knew it. Gryffindor and Slytherin would flatten them if they didn't catch up and she was sick of Ravenclaw being pushed aside and shadowed by the more prominent teams. Dragging her bag and broom with her, she marched into Professor Snape's office for the second time. He was waiting for her. "Sit down," he said. "You look tired."

"I am," she said, frowning. "I'm exhausted."

"Well, the sooner we start the sooner we're done."

Lilly unpacked her things and waited. He handed her a list of instructions and waved his wand at a cabinet. It unlocked itself and he told her she should start.

He watched her working. She was distracted and kept almost making mistakes. Finally, she picked up a bottle of pomegranate juice and almost added it.

Severus reached out and grabbed her wrist, jerking it back and away from the cauldron. "No," he hissed. "Salamander blood, Miss Carina! Pomegranate juice would cause this entire castle to be blown off of its foundations!" He was shouting now, unable to control himself. "Be careful!"

Lilly was startled. Severus had not yelled at her for five years. "I…I'm sorry," she stammered.

Severus was breathing heavily. "You must pay attention," he snapped. He picked up the bottle of salamander blood, pulled her hand toward him and slapped it into her palm. "Finish the potion," he snarled.

The young woman stared into her cauldron. He saw tears forming at the corners of her pretty blue eyes and he softened slightly. He couldn't help it. Severus reached out and touched her shoulder. "I'm sorry," he apologized.

She nodded and finished the potion. It worked well, but she still looked hurt. He frowned a little. She turned to leave, but he caught her forearm and held her back. She flinched, as though expecting him to shout again. "I didn't mean to yell at you, Miss Carina," he said awkwardly. "You're the best student I teach."

She tried to smile, but tears still leaked out of her eyes. Severus reached into his robes and pulled out a handkerchief. He reached out and brushed them away. "Don't cry," he said. Lilly looked at him in mild surprise. Then she took half a step closer.

Severus couldn't stop. He knew what was going to happen, but he could not stop himself. She was close now. The hem of his black robe brushed that of hers.

Snape's eyes had suddenly cleared, as if a veil behind them had been lifted. She saw warmth and an expecting hunger that nearly scared her. But she couldn't stop. She turned her face up towards his and watched him.

Severus kissed her. He pulled away looking guilty. "I can't," he said, turning away. "It's against school rules." But Lilly was still there. Her beautifully shaped fingers were touching his chest. He pushed her away, but she watched him still. Finally, he looked back at her. "I'm sorry." Somewhere deep in his chest was aching. Unhappily, he sighed. "You may go," he said. She swept forward and kissed his cheek, then said, "Good night, Professor," before leaving.

"Good night, Miss Carina."

Lilly went straight to bed. Kathryn walked in telling her George wanted to see her, but she replied only, "I don't want to talk to him," and rolled over.

"Did something happen, Lilly?"

A lot is happening, Lilly thought. But she answered, "No," and Kathryn left. She didn't know what to think. Snape had yelled at her, but then he had kissed her. He had let her see a part of him he kept hidden, but then he had pushed her away. She fought with herself, finally deciding she'd just have to talk to him on Friday. When she closed her eyes, she saw Snape, and when she fell asleep, she felt him again.

Severus turned over in his bed, covering his face with his hands. He didn't know what had come over him. He had broken a promise to Dumbledore and a promise to himself. He needed to talk to her about it, but did he trust himself to? He didn't know… Lilly's face swam in the dark before his eyes. He moaned softly and tried to sleep.

Chapter Five

Lilly drifted from Thursday to Friday, dreamily unaware of herself. George tried to talk to her, but she was confused and confusing. She answered questions vaguely and was alone often. The Divination teacher thought that she was experiencing vibrations from some mystic source, but, as Lilly often thought, there was only one thing she wanted to see…

Friday brought rainy weather and a regular Potions lesson. She walked in, early as usual, and glanced at Snape. He was staring quite openly at her. They were the only two yet in the room. "Hello, Professor," she whispered.

"Good morning, Miss Carina," he replied, looking down at his desk. She sat down in her usual seat at the back of the room and busied herself with an essay.

Severus's eyes drifted often towards Lilly. Once or twice they caught themselves looking at each other. Severus desperately wanted to go talk to her, but it would have to wait for the evening. She bowed over her parchment, her black hair contrasting sharply to the bright white. He wasn't snapping at students as he usually did, and he wasn't checking potions as well as he should have. It would have been quite good for his students if Kathryn hadn't spoiled it by melting her cauldron.

"Thirty points from Ravenclaw," Severus shouted as three students limped up with feet burned from the melted metal. "Miss Thomson, if you cannot control your potions, I must insist that you leave this class!"

Thomson's face was red with anger and embarrassment. "Fine," she snapped, and, collecting her things, made to leave the room. Unfortunately, Lilly was waiting for her at the back of the room. She caught her friend and hauled her back in.

"Go apologize," Lilly said to Kathryn. "You made a mistake. If you apologize, he will too, and maybe you'll get along better." Kathryn grumbled something, but walked up to Professor Snape's desk. Lilly heard what was said.

"I'm sorry I melted my cauldron, Professor," she mumbled.

Snape frowned. "I'm not going to say that it's alright because it's not," he replied. "But if you are willing to give me a serious effort in this class, you may try again."

He wasn't doing it for Kathryn and he certainly wasn't doing it for himself. If it were any other class, she would never be coming back. He was doing it for Lilly, who was standing a ways away, watching her friend. "You need to pay attention in Potions lessons, Miss Thomson. This is not Arithmancy or Ancient Runes where all that is lost is time and parchment. Lives can be lost from mistakes in Potions."

Kathryn mumbled something that he couldn't hear, but that possibly had the words "sir" and "thank you" hidden in it. He nodded stiffly and she walked back to her desk, Lilly by her side. Lilly saw him watching and smiled slightly before blushing and looking away. He continued to watch her long after that.

†

"Good evening, Professor Snape," Lilly said, announcing herself. Severus looked up and frowned slightly.

"Good evening, Miss Carina. I need to talk with you before you get started tonight. Please sit down."

She sat. Severus took a deep breath. "I don't know what I was thinking on Wednesday night. I am not allowed to have any relationship with you other than that of a teacher to his student. I'm sorry about what happened."

Lilly looked down. "I'm not," she whispered sadly. She glanced back up at him and he could see the emotion welling in her eyes. He shook his head to clear it. That look in her eyes was weakening him. He wanted to walk around his desk and kiss her again.

"It's not good for either of us," he tried to explain. "You have a boyfriend. I was married… I've never had a healthy relationship with a woman. It would hurt you."

She shook her head as if trying to prevent him from saying it. "I don't care, sir." She stood up and walked around his desk. Lilly kissed him. Severus didn't want her to stop. He stood up and held her there, keeping her from moving away. He didn't care, either. His hands went to her narrow waist. He could feel her hipbones just under his hands. When she finally stopped, he watched her eyes. They were shining with the shadow of a flicker of hope. He nodded slowly. She turned red and turned away.

"Miss Carina—"

"Lilly," she corrected.

"I will prove a difficult lover, Lilly," he confessed, almost to himself. "I find it hard to be gentle."

Severus pulled her towards him from behind, wrapping one arm around her waist and the other just below her breasts. She lay her head on his shoulder, her eyes closed. He looked down at her pale face and continued, "But if you will have me, I will try, and perhaps I can learn to be something of the man I once was."

"Yes," Lilly whispered, so faintly that he almost didn't hear. "Yes."

Chapter Six

They didn't get any Potions done that evening. Lilly was slightly in awe of him. He was giving up Dumbledore's trust—and probably many other people's respect—for her. She looked at him from where she half-stood. She was leaning against a wall in his office, facing him. They were simply looking at each other, wondering where they would go from there.

But then it was nine thirty and time for Lilly to leave. She slipped away, collected her things, and left the room, saying as usual, "Good night, Professor."

"Severus," he called after her.

"Good night, Severus…" She walked through the dungeons and up into the entrance hall before heading to the Ravenclaw dormitories. Lilly was still distantly remembering the "lesson" when she bumped into George.

"Lilly," he said, smiling. "I've been looking for you."

"Hello, George," she said in an oddly formal way. She couldn't meet his eyes.

"What's wrong, Lilly?" he asked, looking concerned. "Are you sick?"

She shook her head and tried to keep walking, but he blocked her.

"Tell me what's wrong."

"Oh, George," she finally exploded. "There's someone else now! And you know we were never really in love, so can't we just give up?"

George looked startled, then angry. "Lilly, we've been together for three years! You can't just leave like that!"

"Watch," she snapped, and finally walked around him and ran to the Ravenclaw dormitory, leaving George looking sad and lost in the corridor.

Twenty minutes later, Lilly had her face buried in her pillow. Angry, confused tears streaked her face. She like George, but she liked Severus… Severus was a teacher. Severus was off-limits… But he didn't care. He felt more for her than George ever had. George was relaxed and laid back. Severus was powerful and intense. He was deeper and faster underneath his mask of cold, calculating anger, like an old river. He was as dark as the sky that Lilly could see through the window… he was hard and smooth like glass and, oh, Lilly didn't know what to think. She stared miserably at the deep blue canopy above her bed and waited until sleep would claim her.

Severus was still trembling from what he had done with Lilly. He could still almost feel her cool, shiny hair under his hands. He could almost feel her lips on his. She was like and yet unlike his wife as she was like and unlike Bellatrix. She had none of Bella's fury, but she was stronger than Bella. She didn't have the full, uncaring love his wife had had, but she was deeper than his wife. There was more to her. She was like a new mine and he wanted to absorb all of her in the way the miner treasures each gem.

He didn't know what he would do the next day when he saw her again. They would resume Potions lessons—they had to. He would not betray Dumbledore to that extent. I shouldn't have done it at all, he reminded himself. But he found that he needed Lilly. She was already beginning to heal old wounds that he thought were too scarred to disappear… she was gently washing Bellatrix away and beginning to smooth out the tender skin under which his dead wife lay.

In a strange way, Lilly thought, he's teaching me. It wasn't Potions… it was a strange new magic that didn't require a wand. She was learning him, figuring him out like a puzzle. He was hurt deep inside him, she knew. There were marks she knew would never truly heal, but she would be sensitive to them. She would help if she could. She wanted to see him truly smile. She just wanted him to be happy, but Lilly knew she wanted that, too. And together they might find it, if only for a day.

Chapter Seven

Lilly had progressed far beyond Severus's expectations. She had not quite the talent he had, but she was close. It had been four months and it was time for their last meeting of the term. Severus tried to concentrate on several moonstone essays from his fifth-year class, but there was something gnawing at the back of his mind. He knew something was going to happen that night… if only he knew what! He gazed moodily at the door to his office, thinking gloomily that it probably meant he'd have to go see Lord Voldemort again.

The door swung open, and there was Lilly. "Severus," she said. He stood up and walked to her. He greeted her with the usual kiss, pulling her close to his chest. But once he started, it seemed he couldn't stop. He turned his head to the side and kissed the sensitive area just below her ear. She held him tighter, shivering.

"You're cold," he said. It sounded like a regular statement. Severus was slow to let go of old habits, and he struggled to show his feelings, but he did worry about her and he wanted her to know. "Where've you been, Lilly?"

"Outside," she answered. "Taking a walk."

He kissed the top of her head where her hair was parted. "I thought we might have a break from potion making," he said roughly. "You've done very well, Lilly. A single drop of last week's poison killed four mice."

Lilly smiled. "But what will we do tonight, then?"

Severus didn't answer. He rubbed her back up and down with one of his hands—the other was around her waist.

Lilly didn't need an answer. She put her head on his chest, just over his heart. It beat steadily… a calm, soothing rhythm. He stroked her back softly… gently, she realized. He tried so hard to be gentle. Occasionally he would slip up—the most memorable of these times was when he had bit her lip so hard that he'd drawn blood—but he was getting so much better, and she only loved him more. "Mmm," she moaned, enjoying the feeling of his hands on her back.

Then his heartbeat changed. It got faster and he was breathing more heavily than usual. She looked up at him, concern apparent on her face. But Lilly was surprised to see that he was looking almost as calm as usual… but he was biting his lip, letting go of her, and looking like he was trying to control something.

"What's wrong, Severus?" she asked.

He looked away. Lilly asked again. "Sev, what's wrong? Are you alright?"

Finally, he answered. "No," he said abruptly. "I'm not." He took Lilly's hand and led her to a door off of his office. He opened it and nudged her softly into the room.

It was very different from the rest of the dungeons. There was a carpet on the floor, and more furniture. She saw a table and chair, a dresser, a wardrobe and… and a bed.

Severus pushed her further into the room and closed the door behind them. "Colloportus," he muttered, pointing his wand at it. Then he turned to her, still fighting not to let himself hurt her. He couldn't break her like Bellatrix… she was stronger than Bella, for one thing, but he didn't want to hurt her.

With a hand on her chest, he pushed her so that she fell backwards onto his bed. She didn't protest. She seemed hypnotized and he didn't know how to read her face. He pulled his robes off silently before running his hands through her dark hair. She was fumbling with the buttons on her own robe. Severus helped and had them off quickly enough. He simply couldn't stop himself now. There was nothing he could do to stop.

Lilly prayed that he wouldn't realize how much he was breaking Hogwarts rules. She prayed he wouldn't stop. He wasn't troubling to be moderate anymore. She couldn't blame him. And then…

Surely there was no one else in the world. There was only Severus left. He was hot and rough but behind it there was love She cried out his name, but it seemed only to encourage him. Don't stop, she begged silently. Don't let it stop.