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(A/N:)I don't own any of the Harry Potter Characters. I'm not makin ne money off this fic and neither are you haha! Enjoy.





"So did you think about what we talked about?" asked Lucius, not even bothering to life his eyes from his Potions textbook. Severus sighed and dropped into the over stuffed armchair in the Slytherin Common Room.

"I don't know Lucius." he said, pulling out his Potions book as well.

"So how was tutoring the Mudblood?"

"She has a name you know." Severus said before he could stop himself. Lucius cocked an eyebrow at him

"I know she does, it's not worth knowing. Since when do you care about Gryffindor trash?" Lucius asked.

"I don't care. So you're really serious about this whole Voldermort thing?" he asked, happy to change the subject.

"Yes I am, I sent my dad an owl about it." Lucius answered.

"You're dad? What does he have to do with anything?"

"Well let's just say he's very close to Voldermort."

"You're dad is a Death Eater!?" Severus asked, astonished.

"Well, I guess you could say that. He's talking to Voldermort about us at the next meeting."

"US?!" Severus shrieked.

"Yes as in you and me. Oh come on you know you want to. Think about the power you could have? We'll be the youngest ones there, it'll be great!" Lucius said, finally looking up from his book.

"Maybe you're right."

~~**~~

"So, how was your lesson with the Slytherin Freak?" asked Sirius as Lily and James came into the Common Room.

"It was actually kind of fun. He's not as bad as you think Sirius." Lily said, giving her friend a pat on the head before sitting next to James on the couch.

"Yeah, you haven't heard half of the stuff I've heard about him and his little buddies." Remus added.

"Oh please, you guys are so gullible you'll believe anything." Lily said.

"Lil, he's serious. The whole lot of them are psychotic. Especially that Lucius dude. Do you even know what they are into? That's why I don't like you working with him." James asked.

"No, enlighten me."

"Lily, the whole lot of them are going to wind up as Death Eaters, mark my words." Peter chipped in.

"Yeah, they already think they're a cut above the rest of us. Talking about how they're pure blood wizards and how they have no 'filthy muggle blood' staining their perfect family history." Sirius snorted.

"I don't believe a word of it. I can see Lucius, maybe even Crabbe and Goyle. But Severus doesn't seem the type that would do something so stupid." It sounded to Lily like she was trying to convince herself of that as well.

~~**~~

"Miss Evans, would you care to explain why the dueling stance is so important?" Severus glances across the room at Lily. She tensed for a moment before meeting his gaze with a smile.

"Well sir, it's important because you can dodge curses and react quickly. Plus you get a better angle to strike your opponent from." Lily said. The Slytherins were in shock. Lily Evans actually getting a DADA question right? Wow, Satan must have been applying for central heating!

"Very good Miss. Evans."

Lily watched Severus with interest. Every so often, she thought she noticed him watching her, although he always looked away if she caught his eye. Occasionally, when he wasn't talking to that brute Malfoy, his facade of nasty, unapproachable Severus Snape would drop, and he was actually quite pleasant to be around.

Why was he suddenly catching her interest? He wasn't exceptionally attractive like Sirius, he didn't have a wonderful personality like Remus or James. But for some reason, he was like a mystery to her. There seemed to be so much passion and intelligence in him, but it was hidden behind a wall of crudeness.

"I'm going to break him out of his shell if it's the last thing I do." Lily decided.

~~**~~

"Okay so, I think your problem is your concentrating too much on the object itself. You have to think about what you're trying to do." Lily told Severus. They were sitting cross-legged on the floor with a pincushion between them. Severus had his wand out, his face set in utter concentration as he stared at the cushion. For the last fifteen minutes he had been trying to change it into a porcupine.

They had started with a match to a needle and then a box into a book. That had taken an hour before he completely got the hang of it. But even though it was slow, Severus was defiantly improving.

"Why won't you just change!?" he asked, shaking his wand at the cushion in frustration. Almost instantly it changed and a very peeved porcupine sat between them.

"That's it! You have to channel your emotions into it. Just think about something that pisses you off and try to change it back." Lily offered. Severus leaned foreword and squinted, the porcupine was replaced with a pincushion once again.

"Woah." Severus said, looking at the pincushion in awe. That was the fastest he ever transfigured anything in his life.

"I think you've got the hang of it. Try and change the book." Lily said, pushing his Transfiguration book in front of him.

"Change it into what?"

"Lead."

Severus leaned foreword again and stared at the book. Putting every once of emotion he had in him, he pictured the book changing. When he opened his eyes back up his book was a brownish color and looked a lot heavier.

"Well I think I know what you're problem was." Lily said quietly.

"What?"

"Well Transfiguration is based on emotions, and you bottle your emotions inside and don't open up to anyone. That's why it's so hard for you."

"Well that's rich coming from someone who's known me for about two days." Severus snapped.

"I don't have to know you to see that you're afraid of trusting people."

"Lily, don't try and pretend like you know about what I do and what I think because trust me you don't."

"When was the last time you had a date?" Lily asked suddenly.

"Why do you care? Is my answer going to drastically change your life?" Severus demanded, abruptly.

"No, but it might change yours."

"Oh really, well tell me Lily, if you're so smart, who am I supposed to trust? Who am I supposed to open up to and spill my guts out to? You?"

"Why not me?" Severus looked hard at Lily, a new expression crossed his face. He almost looked vulnerable

"Can we just drop this?" he asked exasperated.

"What are you so afraid of?" Lily asked, her hand reaching out to touch the side of his face. He looked like he wanted to shrink away from her touch, but he didn't.

Her hand began to softly stroke Severus' cheek and he winced at the contact. Her free hand moved up, lacing her fingers through his soft dark hair she pulled him closer to her.

"Now that wasn't that hard now was it?" she asked. He just smirked and playfully pushed her back.

"I doubt James would appreciate that." he said simply.

"No he probably wouldn't." she said. Severus transfigured his book back to normal and grinned.

"Maybe now I can transfigure him into a wad of toilet paper and-"

"Oh look it's snowing!." Lily interrupted, pointing to the window.

"Yeah, it is December you know."

"Come on! Let's go for a walk." Lily said jumping up and hauling Severus to his feet.

"What? Why?" he asked.

"I dunno just for fun, come on!" Lily dragged a complaining Severus down the stairs to and out the doors.

"It's cold." he said, pulling his robes closer to him.

"Yeah, it is December you know." she said, mimicking him. He couldn't help but smile. Lily stuck out her tongue and tried to catch a falling snowflake in her mouth.

"How old are you again?" Severus asked, eyeing her with an amused expression.

"Sixteen, oh come on like you've never played in the snow before." she said, pulling him onto the pathway that led around the grounds.

"Yeah when I was like six." he said. She just smiled and kept walking. He couldn't help but notice how nice her red hair looked in contrast with her black robes and the white falling snow.

"What exactly does this have to do with Transfiguration?" he asked after a few moments of silence.

"I don't know. You got done quickly so we decided to take a little break. I wish I could catch on quicker I'm a little slow you know." she said with a laugh.

"No you're not. You're very intelligent." The words flew out of his mouth and he shut his eyes after he said them. She turned and looked at him. Strangely, his compliments seemed to make him feel awkward. Was he so used to insults and discouraging words that friendly compliments embarrassed him? She found this to be a sad thought, but at least he seemed to be opening up a little more.

"Thank you." she said, lacing her arm with his and moving closer to him. She could feel the heat from his body radiating off on to hers. She told herself it was for the warmth, but she knew it wasn't. Severus seemed uncomfortable with being so close to someone. She noticed that he didn't like to be touched, but after a while he seemed to relax.

"This is nice." he said after a while. She looked up into his face. He was smiling, little flakes of snow stuck in his raven black hair.

"You should do that more often." she said.

"What? he asked, the smiling leaving to be replaced by a confused expression.

"Smile." she said. Unsure if it was a command or an answer he smiled again. She laughed and pressed her head into his arm. He laughed too and noticed how odd it was that he was laughing and smiling with a Gryffindor Mudblood. The lake was beginning to come into view now and Severus realized that they had been out for a while and it was getting rather dark.

"Do you want to go back now? Your friends are probably wondering where you are." Severus asked. Lily picked her head up off his arm and looked at him again.

"You're friends won't be looking for you?" she asked. Severus let out a soft snort.

"They don't care where I am," he stated quietly, "Come on, we better be heading back now." Lily paused and turned him to face her.

"Why did you tell me about your childhood?" she asked. He shifted a little at that.

"Because you asked. Because I wanted you to know why I am the way I am." he said, his voice low with something akin to despair.

"What do you mean the way you are?" she asked.

"The unapproachable self loathing bastard." he said plainly, not looking at her face. Lily made the decision right there. Her mind was telling her, that what she was about to do was without a doubt one of the stupidest things she could do, and would more than likely turn out to be very VERY bad. But something else inside of her was telling her that it was what she wanted.



She leant forward and placed her lips on his. His eyes flashed open in surprise and his body seemed shrink back from her. Lily put one hand gently behind his head and kept him from pulling back. Severus then gave in and shut his eyes, responding to her kiss with what could only described as a clumsy passion. He let her lead as the kiss deepened. Lily felt one of his arms circle around her, uncertainly. She dropped her arm down and found his hand, lacing her fingers with his. He finally pulled away and Lily's eyes fluttered open. He was looking at her with an almost frightened look on his face. She wondered what he could be so scared about when she noticed that his gaze was focussed over her shoulder, she quickly spun around and gasped.

Peter was about four feet away, and it looked like he had seen the whole thing.