He gazed at her over his book, watching as she wrote her essay. Her arm moved gracefully as her wrist marked her loopy, perfectly spaced cursive down the page. It was nearly midnight, so of course her vibrant hair was falling out of the neat bun she had styled in the morning. The lingering tendrils curled along the smooth skin of her neck, elegantly falling downwards and gently brushing the crisp white collar of her shirt.

He was completely unlike her. She was still wearing her full uniform; the sleeves of her shirt were still rolled down, all the buttons still buttoned, and Gryffindor colored tie was still secured around her neck. Her black tights still ran along her legs, holding the creamy white skin that resided under them away from his wandering eyes, ending with her buckled shoes. He was taken off his tie, rolled his sleeves up, unbuttoned the first three buttons of his shirt, taken his shoes off, leaving him in his socks.

Her dark green eyes scanned over the essay carefully, delicately crossing out words and replacing them with others after a moment of thinking, perfecting the sentences that were already better then his very best. She looked up momentarily through her lashes into his eyes, and gave him a small smile before her cheeks tinged lightly, her eyes moving back down to her parchment. She had caught him staring again, but he didn't really care anymore.

Her light, nearly pale, skin had gained back more of its color in the last week. It was no longer translucent, and she was starting to look human again. The dark circles beneath her eyes were finally disappearing, and she was smiling, laughing even. Her grades were coming up again, her usual competitiveness slowly returning and knocking him off of the top spot in their classes. He was okay with not being on top anymore if it meant that she was feeling better.

She set her quill down softly and rolled her essay up, sealing it and placing it neatly in her bag. She stood up, directing his attention to her legs, which were hidden under a normal uniform skirt, and sat in the chair next to him. His eyes roamed back up to her face, losing his breath when he saw the smile that she was giving him. She gave him a great hug, wrapping him in her embrace, a silent thank you for all that he had done for her in the past months.

His face buried in her hair, smelling the sweet mix of vanilla and something spicy that was uniquely her. The soft strands tickled his cheeks as he leaned in. They sat there for a few moments, enjoying the feeling of each other, before she pulled away and kissed him tenderly on the cheek. Her face blushed red and she picked up her bag, giving him one last look before walking up the stairs to her dormitory.

But she came back, about five minutes later, this time dressed a little differently. A pair of pink striped pajama pants hung on her body. Her auburn hair tumbled down her back, which was now completely out of the bun, and contrasted brilliantly with the white of the school shirt that she was still wearing. Her feet were bare and he could see the toenails, painted a dark, navy blue, peeking out from underneath the hem of the pants.

Her eyes were softer now, and he could imagine her body being soft too, now that she was dressed in more comfortable pants. He was glad that she had left her shirt on. It looked so good on her, hugging each one of her curves softly without looking like she was trying too hard. She looked relaxed when dressed like this.

She walked up behind him and ran her fingers lightly down his shoulder, finally wrapping her arms around him from behind, hugging his neck. He rubbed his cheek against the warm skin and gave it a sweet kiss before returning to his book.

They stayed in that position, James still in his chair and Lily pressed up behind him for a few moments before she talked.

"James," she said. It wasn't an attempt to get his attention to ask a question, for she knew that she had his attention, always. It was merely a statement, his name rolling lazily and lovingly off her lips. He felt the vibrations of her voice all throughout his body, the effect of the sound washing through his limbs. He shivered slightly.

She lightly ran her fingers along his arms, instantly causing him to come undone beneath her hands. Her open palms rubbed against his chest, over the smooth bumps that he had built through all the Quidditch and running.

Her arms relaxed and splayed on his stomach, calmly touching the firm muscles that resided under the white button up shirt that he was still wearing. She ran her nails across the tight muscles, and he let out a low sigh and his book dropped with a muted thud onto the dark wooden table, his hands atop the printed words.

She watched his Adam's apple bob as he swallowed, about the only sign of trying to keep himself in control, the only sign that his body was betraying his mind. Her hands lowered, coming dangerously closer to his groin. Gently as she could, she stroked the trail of dark hair that led down from his belly button through his shirt. She felt the muscles clench underneath her fingers.

The way she was gently touching him was bringing feelings up that he didn't want around her. Hell, it was bringing up more then feelings. But he wasn't about it admit it. It was almost painful the way her hands were caressing his body, tantalizingly slow and enticingly unbelievable. This was better then the hundreds of dreams he'd had about her, more beautiful and amazing then he'd ever imagined.

Her hand sunk lower, yet again, hesitating, but not in the way you'd expect. Hesitant meant that she wasn't sure. She was sure, and the only reason that she wasn't doing to quickly was to tease him, to turn him on. As if he wasn't already turned on enough.

Her fingers rubbed back and forth along the elastic of his low-slung boxers through the thick material of his pants. His ears were buzzing, his vision was blurring; it felt like he couldn't breathe, and like he would never be able breath again, as long as he lived. The sensation of her pressed up behind him through the gaps between the wood of the chair, her hands roaming his body, was so incredible, he didn't think that he would ever find something that felt as good.

"Lily," he whimpered, fully aware that if she didn't stop within a matter of minutes, he was going to either explode or pick her up and ravish her against the wall, neither of which he wanted to happen. The first situation would be horrible for him, a nasty painful experience. The second one would be very painful for him too, as he would be on the receiving end of a few really, really good curses coming from of Lily's wand.

"Please stop," he breathed, "Not because that doesn't feel amazing. Because things are happening that you don't want to see."

Her hands froze.

"Who said I don't want to see?" she whispered back into his ear. The hot breath made his eyes screw up, trying desperately to regain the control that he lost immediately after her words being whispered into his ear. He groaned and dropped his head down. This didn't help, seeing as her warm skin was right there again, pressed against his cheek.

"Lily, do you know what you're doing to me?" he asked.

"No. Will you tell me?" she asked in a seemingly innocent voice. He looked back at her and his hazel eyes met her green.

And she was kissing him. She was kissing him. She was kissing HIM. She was kissing him and he was kissing her back, with as much passion as he could muster. He stood up, and suddenly he was pressing against her, right up against her, so that he could feel the curve of her breast against his chest and buttons of her shirt against his stomach.

He was surprised when her tongue begged for entrance into his mouth; he usually made a strong move like that. He eagerly opened his mouth wider, allowing her tongue to take hold of his mouth. They were soon fighting for dominance, their lips mashing together, tongues playing a weird game of tag, creating complicated patterns all over their mouths.

He fumbled clumsily with the buttons on her shirt, keeping her mouth attached to his. Getting more and more frustrated with every passing moment he couldn't feel her skin, he finally ripped open her shirt, the buttons making noises like little mice all along the floor as they bumped along, flying in all different directions. He pulled away quickly, and looked down at her. She blushed again, but thanked herself for wearing her sexy, black lace bra that day.

He kissed down her neck, attacking every bit of exposed flesh that was presented wonderfully before him. Her back arched in a fit of wonderful sensations that were heating her up quicker then her most erotic fantasy. The feather-light touches of his lips to her skin were sending her body into overdrive, pumping her heart faster and faster with every passing second. Even with her body sweating and her eyes rolling back in her head, he was still kissing down her body.

"I want you," she moaned. He froze next to her chest.

"You what?"

"I want you," she repeated, her eye ablaze with emotion.

"You want me," he said slowly, before a grin took over his face. "You want me."

He kissed her again.

A/N: Awwwh, I'm finished with my story :/

What did you think? Too smutty? Not enough dialogue? Just right?

But seriously. I had such fun writing this story. It was great! I love Lily & James so much :D They just have such great chemistry. It's amazing. And plus, without them we would have no Harry Potter!

THANK YOU, THANK YOU, THANK YOU, for reading and reviewing like the wonderful people that you are. Every single one of your stories made me smile and laugh with joy!

Good? Bad? Review:)