Author's Note: Thank you all so much for the wonderful reviews! I cannot put into words how grateful I am to have your words of encouragement, how much they help. Thank you!

Freddie took a quick shower and got dressed. This time she did put on her black lace panties and matching bra. She thought about going downstairs in just that, then thought better of it. She knew it was important she learn Occlumency before tomorrow. What if they ran into Dumbledore when she went to have her picture taken? She could only imagine the repercussions if Dumbledore figured out the change in the their relationship.

He'd be fired and I'd probably be expelled, she thought as she pulled on a pair of shorts. She found a simple black t-shirt and put it on. Nothing too provocative, she thought with a smile.

She went downstairs but Snape wasn't in the sitting room. She looked into the kitchen. He wasn't there either but the hidden passage to the cellar was open. She noticed the broken plate was still on the floor from his rather vigorous taking of her on the table.

"Reparo," she said, giving her wand a quick flick. The plate flew back together on the table. She smiled briefly then headed downstairs.

"What took you so long?" Snape asked.

He was standing in the middle of the room, waiting on her.

"I had to get cleaned up," she said. "Thanks to you. We're learning Occlumency down here?"

"You are learning, I am teaching. I thought this prudent. I once promised I would help you learn to control your magic, your emotions. The only way I could think of was Occlumency. At the time, I did not want to invade your mind, but now it is a necessity. It is possible I will see things you do not wish for me to see and in doing so you may inadvertently use your magic against me. I'd rather my books not be destroyed in the process, so I deemed it necessary for your lesson to take place here."

"Okay, so, what do I do?" she asked. She was a little nervous, but she wasn't sure what memories she had that she wouldn't want him to see.

"In the few weeks you were at your uncle's house, did you have any... outbursts?" he asked slowly.

Her mind immediately went to when she found the statue she'd made of Heather being eaten by spiders. She recalled the shame she'd felt before she'd broken it, and then the embarrassment she felt when she lost control.

"Ah, something you don't want me to see, Winifred?" he asked, raising his wand. "I can tell by your face. That's actually even better. I will be extracting that memory from your mind while you attempt to stop me."

"How?"

"Keep your mind clear. Think of nothing. Feel nothing."

"That's not as easy as you make it sound," she said.

"You will learn. Legilimens."

Freddie felt a sharp pain in her head as Snape entered her mind. He brought up the memory of her standing in her uncle's sitting room, holding the statue.

Blank, think blank, she told herself, picturing a blank white wall. She could see it clearly for a moment then Snape pushed harder, dredging up the memory again. The statue exploded in her hands and Freddie felt anger, shame.

No, no, she thought. Blank wall.

But it was like he followed the anger upstream into more memories, rifling through them and selecting one she tried to block.

She was in the kitchen at Gray Manor, working on her Invisibility Antidote. She thought her uncle was at work so she had Daniel's record player on the counter. She was listening to the Eagles, feeling pensive and sad, thinking about Daniel, when all of a sudden her uncle burst into the kitchen.

"What is that rubbish you're listening?" he demanded, startling her. "Is that Muggle music? Answer me, girl!"

He grabbed her throat, pinning her against the wall.

"Y-yes," she managed and he dropped her.

"No niece of mine is going to listen to Muggle trash, and in my own house!" he snarled, picking up the record player.

"No, don't!" she shouted in horror, but she couldn't stop him as he slammed it down on the tile floor, smashing it into bits.

White hot rage rushed through her then out of her, knocking her potion over and knocking her uncle back, cracking his head on the iron stove.

"Oh no," she said, feeling a rush of panic. "Anubis!"

The house elf appeared with a crack and gasped as he took in the scene before him.

"Mistress Gray, again?" the elf asked, dismayed.

"Can you help me with a Memory Charm?" she asked, drawing her wand to clean up the mess.

"Stop!" Freddie said aloud and Snape withdrew from her mind.

"Strong negative feelings are some of the most difficult to hide," he said. "As are strong positive feelings. Let's try again."

"Wait-"

"Legilimens."

He pulled up the memory again. She tried to ignore it, ignore the feelings.

Blank wall, blank wall, she thought. Don't think about feelings. No bad feelings, no good feelings. Don't think about-

She inadvertently brought up the memory of Snape bending her over the table.

"If I am not distracted by that, then you should not be either," he said. "Again. Legilimens."

He tried to bring up the memory of her uncle's house but her mind was elsewhere. She was remembering looking up at him as she sucked his cock. How it felt the first time he entered her.

That is exactly what you are not supposed to be thinking of, Winifred, said Snape's voice in her head.

That's weird. Hearing your voice in my mind. Get out of my head, she thought.

Make me, he responded.

Freddie tried to shake off the annoyance and focused on a blank wall. He tore down her wall, revealing her uncle's kitchen, and she fought to keep it up. They struggled for a moment, then Snape withdrew.

"A decent effort," he commended her. "Do it again. Le-"

"Wait," she said. "Can I have a minute? This is making my head hurt."

He considered a moment, then inclined his head. He pulled out the stool near the workstation and sat down.

"Mind games," she said, rubbing her eyes.

"Mind games are my specialty," he said, a twisted smile on his lips.

"You're enjoying this, aren't you?"

"I can think of far more enjoyable ways to torture you, Winifred, however this you must learn and learn quickly."

As she imagined the 'enjoyable ways' he could be torturing her, he entered her mind again. She was imagining being tied to the kitchen table, her arms and legs restrained while he fucked her.

I like the way you think, said his voice in her head. But focus. Master this, quickly, and I will reward you.

Which of course made it all the more difficult for her to focus.

#

They spent the next few hours, mentally fighting back and forth. She managed to throw him off a few times but the longer it went on the weaker she got. He started nit-picking at her last memory of Daniel and she found it was the hardest one to fight him off of, not when she wanted to look for clues. Nevermind the fact that she'd reviewed it a million times in her mind.

"That's enough, Winifred," Snape said, withdrawing from her mind one last time.

"Wait, what? I can do it," she said, even though her head hurt.

"No. You need a break. Go upstairs, take a nap, clear your head."

"No, I'm fine. Come on, let's go again. You said it yourself, we don't have a lot of time."

"Don't argue with me," he said warningly. "You did not get a lot of sleep last night."

"That's not my fault," she protested though she couldn't help but smile.

"Go take a nap. Relax for a little while. We will resume our lesson later."

"Fine," she sighed, then looked up at him with a sly smirk. "You know, you didn't sleep much either. Maybe you should come take a nap with me?"

"Nice try. I told you – you get nothing from me until you master Occlumency."

"Then why can't I stay and keep working on it?"

"Nap," he said. "Go. Now."

She let out a frustrated growl but obeyed. She stomped upstairs out of the cellar and headed up to her room. She left the door open, in case he changed his mind. She shimmied out of her shorts and lay down.

She was overwhelmed by his scent the moment she lay down. Her pillow, sheets, everything smelled like him. She breathed deeply and smiled as she relaxed.

Clear your mind, she told herself. Blank wall. If I have to be up here 'relaxing' the least I can do is practice, without him bombarding my brain. So focus...blank wall, blank mind...

Freddie woke a little over an hour later, to find Snape standing in her room, watching her. She sat up, stretching.

"Are you watching me sleep?" she asked, sliding her legs out from under the blanket. His eyes traveled up her long pale legs to her black lace underwear.

"I was waiting for you to wake up," he said.

"Still kind of creepy," she teased. "Unnerving."

"You've rested enough. Let's get back to work."

"Alright," she said, getting up and walking towards the door.

"Pants, Miss Gray."

"Oh sorry – wouldn't want to distract you," she teased, grabbing her shorts and pulling them on.

"It would take a lot more than the sight of you pants-less to break my concentration," he replied. "Although I must admit the bruises on your neck are particularly enticing." He approached her and lifted his hand to touch her neck, touch the bruises delicately with his fingertips. "Regardless, I am a master of concentration, a master of Occlumency."

"Master of many things," she said with a grin.

"Master of you," he growled and smacked her butt lightly. "Get downstairs."

"Yes sir," she giggled and hurried out of her room.