A/N: 11/02/2013 I have finally fixed the error in this chapter, everything should flow nicely and match up and make sense and la di da :) Thanks to the reviewers who pointed it out, and sorry to everyone who read the story and got confused.

A/N: I can't even help but love Lily/Teddy :P This is just a little thought that wouldn't leave my head until I wrote it down. I hope you guys enjoy it. Beware of Lemons.

Lily walked towards class with a purpose, Defense Against the Dark Arts was beginning soon and she was determined to not be late. She walked into the classroom and sat in her usual seat next to her cousin Hugo Weasley. Their professor entered the room and Lily couldn't help but smile at Teddy Lupin as he placed some parchment on his desk and began speaking.

She knew these feelings were wrong, but she couldn't help it. She couldn't help that her heart pounded whenever he walked into a room, or her throat closed up when he started talking to her. She couldn't help that she was in love with him. Sure he was attractive, almost all the girls in Hogwarts were swooning over the new Defense professor, but Lily knew Teddy. She had grown up with Teddy, and those fond feelings she felt as a child developed into admiration and love.

"Lily Potter, please stay after class. I want to speak to you about your werewolf essay." Lily perked up as Teddy called to her at the end of class. Her classmates filed out of the room, until finally the two were left alone. Lily stood up and walked to his desk. Teddy stood as well, eyeing her.

He remembered Lily as a child, she was always beautiful; but Teddy found himself wondering now when had she grown up. She was no longer the little girl who used to follow him around during the summer holidays; she was a young woman. Merlin did she look like it, just shy of seventeen Lily was of a medium height, with dark red hair and bright green eyes, with a hourglass figure and a fair proportioned body, Teddy knew she must be highly sought after by the boys in Hogwarts… or the professors. He gulped and tried with little success to stop picturing the girl standing in front of him writhing underneath him and screaming his name. He closed his eyes and tried to focus, but Lily had seen that look he had given her.

Her heart leapt, Teddy had looked at her, and that look had been filled with lust. She had seen that look from a few of the boys in her year, they wanted her. But Lily had been saving herself for this very moment. For the moment when Teddy Lupin admitted her wanted her.

"Teddy?" She asked hesitantly, she didn't want to act upon her suspicions in case she was wrong. He didn't respond so she reached out and touched his arm gently.

"Lily, please don't touch me right now." He almost hissed.

She gasped lightly, Teddy had never taken a tone like that with her before. She looked at him hard, "Teddy, if there's something you need to say, say it." She demanded.

Teddy looked at the defiant red head, and sighed. His imagination was running wild. He needed to get away from her. "I can't. Listen we'll talk about your paper later, you missed some key points and I think you need to rewrite it. Maybe after class tomorrow." With that he turned away and walked briskly out the door, he didn't stop his pace until he reached his private chambers. Sweet Merlin what had gotten into him? Lily was underage, if barely; but she was supposed to be akin to a sister to him. No, he had never seen Lily as a sister. She was too perfect, to desirable. Her body was too ripe and luscious. He imagined what she must taste like, kissing her, their tongues dancing, hot, wet. He imagined taking that stupid robe off of her, and then the uniform, maybe leaving the red and gold tie on for a little while. Teddy could imagine her moaning, saying his name over and over again as he pleasured her.

Teddy found himself lying on his bed, trousers gone and boxers pulled down, he stroked himself and shuddered, what if it was Lily touching him like this. Instantly his cock hardened to the point of near pain, he began tugging imagining Lily's tongue licking his member and swirling around his tip, bringing his whole dick into her mouth and then bobbing her head up and down. He imagined her kissing his navel and his stomach and his chest, he imagined her sitting astride him, moving forwards and backwards as he thrust into her again and again. He imagined her leaning over him, her breasts bouncing against his chest, her long hair a curtain of fire. He imagined her whispered dirty things in his ear as he pounded into her. At this point Teddy was so close to the edge, he reached down with his other hand to cup his balls, rolling them in his palm, he imagined Lily cumming, her screaming his name, her nails would dig into his back, and he would cum with her.

Teddy lay in the bed naked and ashamed. He had just wanked off to the thought of shagging Lily, Harry would kill him. He groaned and rolled over, there was no way he could ever look at her again. Teddy sighed and decided he may as well get on with life, he was a professor and he needed to attend dinner. Fuck, he was a professor who had just cum while thinking about a student. Things couldn't get worse.

Oooo

But things did get worse, the next day Teddy dreaded the last Defense class of the day, it was the class containing Lily. He groaned as she walked into the room and proceeded to come to his desk. "Listen, Professor," She said scathingly, "I would really like to know what in the world I did wrong in my paper. And if I have to rewrite it, I expect your help." She stated and then turned around and sat in her seat. She was surprised at Teddy's look of horror, had she been that mean?

Teddy couldn't help but stare after her, where had that surge of dominance come from in her? And why was it turning him on? Fuck, no, you have to teach a class you pervert! Teddy thought to himself. He forced himself to think of more innocent things as he struggled through teaching his last class of the day.

Lily couldn't help but notice Teddy's distractedness while teaching the class that day; he looked almost scared. After class Lily leapt out of her seat and followed Teddy who had fled the classroom before even the students. "Teddy! Teddy wait!" Lily called to him. He stopped and spun around to face her seething.

"What Lily? Why must you bother me?" He asked vehemently.

"Teddy, I don't understand. Why are you mad at me?" She whimpered.

Seeing her fear Teddy forced himself to take a breath, "I'm sorry Lils, I've had some things on my mind lately." He tried to explain.

"Anything I can help with?" She asked with a sly smile.

"Well… no actually. Absolutely not." He tried shaking her off, but she walked along stride with him.

"Come on Teddy, is it girl trouble?" She asked innocently. In fact, Lily had a sneaking suspicion as to what was bothering her professor; she had seen the looks he had been giving her of late.

"No, Lily. Nothing you can help me with." He picked up his pace.

"Teddy, I promise nothing bad will happen." Lily quickly blurted out, "I want it just as bad as you do."

Teddy looked at her slowly, "Lily," He started warning, but before he could finish his sentence she came up and stood against him, she didn't kiss him, she just stood close, their bodies touching.

Teddy could feel the heat of her body against his; he couldn't help the flush that came across his neck, or his breathing that had rapidly sped up. His heart was about to beat its way out of his chest. He also couldn't stop his instinct to kiss her.

Lily felt Teddy's lips crash against hers; she wasn't expecting something so passionate or forceful. She had been expecting a tentative kiss. But she liked this kiss so much more. Lily had never been kissed like this before, a kiss filled with longing and heat.

Her soft moan brought Teddy back to his senses and he pushed her away, "For the love of Merlin, Lily!" He couldn't help the disgusted feeling he felt for himself. He had taken advantage of her, he had kissed her… and it had felt so damn good.

"Teddy, please. There's nothing wrong with this." Lily whispered, "Please don't tell me that something that feels so right can be wrong."

Teddy was at loss for words, "Lily, listen; I cant get only half deep with you. The way I feel for you, well I would never be satisfied with only half a relationship. If I'm to have you, and you to have me, I want all of you." He growled forcefully.

Lily suddenly understood his predicament, "Who is saying you can't have all of me?"

"Well, your father first of all, would probably kill me. I would also be fired as a teacher, and well, Lily you're too young! Five years is too is too big a difference." He tried to reason with her.

"Teddy, love doesn't know age. And my dad can deal with it, at least he likes you. And we can keep it a secret until I graduate, then you wont get fired." Lily smiled.

"A secret?"

"Yes, a secret. That way if it doesn't work no one can make fun of us, and if it does work, well then we'll be far ahead and people will be happy for us." Lily took a few steps closer to him, "Now, were you planning on taking me to your room?" She asked.

Teddy had never heard Lily talk in that sultry tone, it was so seductive; suddenly his trousers felt far too tight. "Are you sure, Lily?" He asked.

"Yes, Teddy. I am positive. Now, are you going to show me how much you love me" She pushed her body up against his, not like before, it didn't have any urgency, it was slow, hard, and confident. He moaned softly as she ground her hips against his. Teddy grabbed her hand and lead for through the corridors of the castle, praying to God that no one would come across them.

Lily was brimming with excitement and nerves. She began thinking, she didn't really care about the age difference between her and Teddy, but she realized he had probably already done a lot of what she hadn't. She had snogged more than a few boys and even given a few blowjobs, but that was all. Teddy had probably done everything already. Suddenly she was a little scared, what if she was no good at it, and what if she was so horrible that Teddy decided he didn't want to be with her ever again. As she worried, Teddy had reached his chambers and brought her inside. He quickly locked the door and cast a silencing spell, you could never be too careful after all.

He saw Lily standing in the middle of the room looking apprehensive. "What's wrong Lily, I thought you wanted this?" He asked softly.

"I do." She answered.

"Then what's wrong?" He whispered as he placed feather light kisses on her jaw and neck, trailing down to her collarbone. Teddy heard her sigh.

"It's just… What if I'm no good at it?" She blurted out.

Teddy couldn't help but laugh, "Love, you'll be magnificent I know it." He kissed her deeply now, he wanted her so badly.

Lily could feel the hard bulge in his pants pressing against her thigh; this is what she did to him? She moaned as she felt Teddy's hands run over her body, and cup her breasts. He squeezed them gently, listening to her soft noises of pleasure. Teddy took her robe off and started unbuttoning her blouse. He noticed she looked a little nervous, he smiled at her and kissed her gently, "It's ok Love." She nodded and started unbuttoning his shirt.

With both of their shirts discarded, Teddy picked her up, she squealed and instinctively wrapped her legs tightly around his waist. She gasped at the feeling if his hard cock pressing against her wet flesh. They both groaned as Lily rolled her hips into Teddy's.

Teddy couldn't take it anymore; he gently laid her down on his bed and unzipped her skirt, and peeled off her stockings. He kissed the inside of her legs, up to where they met, he continued to kiss the soft skin of her tummy, and up her ribs, and her breasts, he paid careful attention to each of them, gently teasing the sensitive skin. He took a rosy nipple into his mouth and sucked while massaging the other one, then switched. Lily had never had this experienced; she had had fleeting moments in broom cupboards, but never something like this. What was happening right now was right out of the pages of those dirty romance novels her mother read sometimes. She felt Teddy hook his fingers in her underwear and pull them off. She hadn't even noticed his lack of clothing, in fact he was stark naked. She felt a pulsating heat in her as she took in his body, his broad shoulders, his defined chest, and abs, following the grooves that led to his dick, which was impressive, despite the fact that Lily had only seen a select few. She looked at Teddy, who was staring at her, his eyes roamed over her whole body, with desire burning in them. She felt wonderful under Teddy's steady gaze.

"Do it." She whispered.

Teddy grinned, "Do what, my sweet Lily?" He teased. He felt her wetness and heat and knew what she wanted.

"Fuck me." She hissed.

Teddy moaned as she nipped and sucked on his neck. He positioned himself between her legs and slowly pushed inside of her. She gasped and scrunched up her face, she had been anticipating pain, but this was a little much. Teddy slowly started rocking in and out of her, letting her accommodate him. Soon the pain gave way to pleasure. Teddy knew when he heard her breathing hitch and her soft moans that she had gotten past the initial pain. He grinned, this was everything he had been dreaming of, Lily felt spectacular, without any prodding she lifted her hips to meet his, rocking along side of him. Her red hair was flared out on the pillow; Teddy thought she looked like goddess, her breasts heaving and her eyes fluttering.

"Go harder, Teddy." She begged breathily.

Teddy couldn't deny her, as he began ramming into her, he felt his climax coming. He hoped he could hold out long enough for Lily. His Lily now, he wanted her to love this as much as he did. He switched to a position he knew would hit just the right spot for her. As Lily gasped and cried out, Teddy knew he had found it. He pounded into her again and again, listening to her gasps turning into cries, he grunted with effort of holding out. Suddenly he felt her body shudder and her insides squeezed around his cock, he gasped and clenched his teeth. They screamed each other's names as they came.

Teddy collapsed on top of her panting, resting the majority of his body weight on his elbows. Lily looked up at him, her eyes full of love. He smiled, and kissed her gently. He pulled out of her, and rolled over to lie next to her. Teddy traced circles on her soft skin as she closed her eyes; enjoy the feel of him lying next to her.

"Our little secret, right?"