A/N: Don't expect this to be the mushy, gushy perfect first time. You will be very disappointed if you do...Lucky for you guys, its going to be multi-chap. But not very long and not much plot... :D

Chapter 2: Touch

Lily walked past the door three times, and it appeared. She turned to look at him and smiled gently, offering him her hand.

Severus returned her smile half heartedly and took her hand, following her into the room.

"You sure you want to do this?" he asked, seeing the large bed in the room.

Lily frowned. "Is something wrong?" she asked.

Severus shook his head, flushing. "No...I just...I don't really know...what I'm doing."

Lily smiled comfortingly and kissed him. "Nor do I...we're learning together. You've always been studious...I'm sure you've read somethings..."

Severus shrugged, flushing. "A bit, I suppose..."

Lily smiled. "Don't be nervous..."

"Okay..."

Lily stepped forward after dropping her bag and pulled his from his shoulders with a smile before stepping in to kiss him. He responded to the kiss and felt her arms wrap around his neck. She snuck her tongue into his willing mouth and he grasped her waist, pulling her against him.

Lily began to push him backwards towards the bed, not that he protested, as their kiss continued. She broke it a moment later to catch her breath and push him back onto the bed with a smirk.

Severus smiled up at her. "How are you so confident about all of this?"

Lily shrugged and laid next to him. "Don't know...I've actually wanted to do this for a while..."

"Have sex?"

"Yes...more specifically...have sex with you."

Severus could hardly believe this was happening. He watched as Lily straddled his hips and kissed him again, her hands working on his tie. She struggled, but when he reached up to help her, she smacked his hand away gently. "Leave it on," she said, unbuttoning his shirt. She kissed his neck and then his chest as she went. He sat up to allow her to pull the shirt off completely.

He felt out of his element and completely vulnerable. He was pale and scrawny. There was no way Lily would be attracted to that. He bit his lip, looking down.

Lily smiled and pulled her own shirt off.

Severus's eyes shot up immediately and widened. She was stunning. Far too stunning to even spare him a second glance.

"Severus," she spoked quietly.

He tore his eyes from her chest to look her in the eyes. She pushed him flat on his back, still straddling him. "Touch me," she said, her voice not sounding as certain.

Severus froze. He didn't know what to do. She was waiting for him to move. Expecting the feelings of electric as they touched.

Lily leaned down to kiss him again, presumably to give him the confidence to touch her. He reached out with a shaking hand and placed it on her hip as the kiss deepened. Slowly, his hand drifted up her side and he grasped her bra covered breast.

Lily gasped, whether in pleasure or in shock that he'd done, Severus did not know. He was guessing it was the latter.

Lily pulled away from the kiss, her breathing heavy now. "Kiss me, Sev."

Severus looked down at her, confused. "I-I just was."

The girl chuckled. "You kissed my lips. There are many more places you can kiss..." she teased.

If Severus hadn't been rock hard before, those words...the way she said them, had certainly done the trick. He pushed his hips into the mattress, not wanting her to feel his arousal beneath her.

He nodded slowly and Lily moved onto the bed before guiding him on top of her. "This is the typical position, I believe..."

Severus sighed. How did she know this stuff?

He plucked up his bravery and kissed her lips quickly before kissing down her jaw. She let her head fall to the side, and his lips met her neck, eliciting a whimper from the girl. He had to have done something right to get that sound.

Without warning, Lily reached up and gripped Severus's length through his black school pants causing him to yelp in surprise. The girl smirked as Severus sat up a bit, looking down at her. "Kiss me, you oaf..." she teased. "Touch me."

Severus took another deep breath and gripped her breast again, his lips reaching her collarbone. It was hard to concentrate with her hands on him. No one had ever touched him in this way, and he was unsure of how to react. He groaned as she moved her hand up and down his cloth covered length.

Lily stopped after a moment and sat up slightly. Severus thought he had done something wrong and that she was going to leave, but to his astonishment, she unclasped her bra and slid it down her arms.

Severus's jaw dropped. She was absolutely stunning. Sure, he'd never seen a live naked woman before, but she had to be the ideal image of beauty.

Lily bit her lip, her cheeks red. "Well?" she asked, laying back again.

Severus smiled sheepishly. "You're beautiful."

He heard her tiny chuckle and noticed that she didn't look as confident as before. She lay back against the pillows again and pulled him into another kiss. His hands roamed immediately to her naked breasts. He palmed them, awkwardly, unsure of what to do when he noticed his friend's actions. The hand not tangled in Severus's hair was on her own stomach, sliding up to her unoccupied breast. She massaged it before rolling her nipple between her fingers, sighing in pleasure.

"H-how do you know all of this?" he asked, copying her movements on the other breast.

Lily blushed. "I've never had sex, but I'm not..." She shrugged. "I've tried a few things..."

"Meaning?"

"Merlin, you can be thick. Masturbating," she said.

Severus sat up a bit, blushing.

"Oh, come on, Sev...surely you've done so as well..."

He shrugged. "Of course, but...I don't know...I guess girls have a different...objective when doing so."

"What do you mean?"

"Nevermind..."

"Severus, I'm laying beneath you with no shirt on...and I'm about to be wearing less. You can surely talk to me about masturbation."

Severus sighed. "Well...for guys...or for me, at least, the goal was to...get yourself off...and do so however need be."

Lily frowned. "That's no way to enjoy it..."

"It gets rid of the problem..."

"You should enjoy it."

Severus rolled to the side, laying next to her. "T-that's not why I do it."

"Watch," Lily said. She took a deep breath and closed her eyes, laying back. Her hands began fondling her breast again, whimpers escaping her mouth as she tweaked her nipples.

Merlin, help me. She was going to masturbate right in front of him. In a way, he was relieved. He would be able to understand how things worked more if he could watch first.

"Feel free to join in..." Lily said, glancing over at him. "It's obvious you want to." She added, glancing at his tented black trousers.

Severus couldn't move. He watched Lily touch her own body as though she were worshiping it. Her movements were so careful and precise. Her breathing was becoming heavy and uneven.

Lily sat up slightly and pushed her gray uniform skirt from her body, leaving her in black knickers and grey knee high socks. She bit her lip and reached a hand between her legs, rubbing herself through her knickers. "Severus..."

"Yes?" he asked, breathing much harder than before.

"You know what I think of most of the time? While I'm touching myself..."

"W-what?"

Lily smiled, her eyes close as a sigh escaped her lips. "You."

Severus had to keep himself from coming in his pants right there. The idea that images of him made her feel this way was the most incredible thing he'd ever heard.

"Come on, Sev...enjoy it for once."

Severus nodded slowly and pushed his trousers off, thankful that he had been wearing one of his few good pairs of shorts beneath. His arousal was quite evident, pressing uncomfortably against the boxer-shorts.

Lily smiled, glancing over before slipping her knickers off completely.

Severus inhaled deeply. He could smell her arousal and found he wanted badly to touch her, to lick her, to bury himself deep within her. The feeling was not completely foreign, but it was so much stronger.

"Move..." Lily spoke in ragged breath. "To the end of the bed...so we can see each other."

Severus did so, leaning against the footboard. Her knees were bent and spread, giving him a perfect view of her core. She blushed. "You're staring."

"I can't help it," he admitted, embarrassed.

Lily bit her lip. "Off with yours then..."

Severus took a deep breath and nodded, pushing his shorts off and dropping them on the ground. He noticed Lily's eyes go wide.

"What's wrong?" he asked, feeling uncomfortable.

Lily shook her head, smirking. "Absolutely nothing..."

Severus shrugged. "Right..." He felt vulnerable and embarrassed.

Lily smiled and leaned back again, keeping eye contact with him as she brought her cool fingers to her hot, wet core. She moaned loudly at the contact, and Severus felt his cock twitch.

Unable to stop himself, Severus wrapped his hand around his cock and began stroking gently.

Lily moaned as she slipped a slender finger into her tight heat. "Feel it, Severus...it is supposed to feel good."

Severus nodded and groaned quietly as he touched himself, though he wanted to touch her instead.

"H-have you ever wondered what it would be like to have a girl...suck you off?" Lily asked after a few moments of near silence.

"W-what?" he spluttered in return.

"You have...haven't you?"

Severus shrugged. "Of course."

"I want to try it..." Lily said.

Severus swallowed nervously. "N-now?" he asked.

Lily nodded slowly and sat up, pulling her hands from their work. "I can't promise I'll be good at it."

"Well, you're the one that always says 'practice makes perfect'."

A/N: I feel like I'm a horrible lemon writer...even though this was like...a lemon seed. Review. Should I continue?