A/N: Thanks to my reviewers Katz and Kimmy and now more story.



Lily loved all her classes. There were so many new and exciting things to learn. She couldn't help but think of the classes she would have been taking at muggle school. They all seemed terribly boring now. Her favorite class by far was Charms. Which seemed to come perfectly natural to her. She loved Potions, too. "Just like following a recipe from a muggle cook book," she told her annoyed friends who couldn't seem to get the hang of it. Transfiguration gave her a little more trouble, but she was up to the challenge. The boys seemed to be brilliant at it and she couldn't let them get the better of her. The only thing she was really dreading was flying lessons. She had always been a little scared of heights and the idea of being that far off the ground with only a stick to hold on to terrified her.

The day of the first lesson was very fine but Lily hadn't noticed. She'd been a bit out of sync all day. Even in Charms she lost her concentration and let the teacup she was levitating fall to the floor and shatter. After dinner she found herself alone in the Gryffindor common room pacing back and forth, occasionally looking out the window to where her fellow first years were waiting for the lesson.

She jumped when she heard someone rush in through the portrait hole. It was James Potter.

"Why aren't you out there?" he asked her, "The lesson is about to begin."

"I know," she swallowed. She was exactly the colour of the grey lady of Ravenclaw.

"Somethin' wrong?"

"I-I don't think I can do it."

"What, fly?"

Lily nodded.

"Oh it's easy, and you're good at everything."

"Not heights. I've never been able to handle heights."

"Tell ya what," James looked out the window and saw the class being gathered together near the brooms for the lesson by Prof. Windham, "You help me with that flick swish rubbish and I'll help you learn how to fly."

She glanced out the window, too. They were going to be late, "Okay."

"Right, lets go."

* * *

James and Lily were indeed late for the lesson and were forced to use the two oldest and slowest brooms. They were also greeted by a chorus of "O-o- o-o"s from the other students led by Sirius of course at seeing the two of them together and late for the class.

"Shut up, Black." James spat.

But Sirius continued under his breath, "James and Lily sittin' in a tree. . ."

"Shut up."

Lily blushed furiously. But she didn't have much time to dwell on her embarrassment the lesson had begun. She soon found that she could easily call the broom, "Up," into her hand. But when she had to mount it and rise a few feet in the air she got dizzy and had to come right back down. She watched from the ground as James and Amy and some of the others took to flight easily. They had obviously done this before.

"It was a good first try," Tara encouraged her as the broomsticks were collected at the end of the lesson. It had also been her first time up but she had gotten a lot higher than Lily.

"Thanks," Lily bowed her head in disappointment.

"Tomorrow," Lily heard a soft voice behind her. It was James trying not to be heard by anyone else, "same time, at the Quidditch pitch. We'll have you soaring."

She turned to say okay and thank you but he had already run off with the other boys.

* * *

When Lily made it out to the Quidditch pitch the next evening after supper James was already there.

"I was only able to get us one," he held up the broomstick. "But that might be better. I think you need a chance to just get used to the sensation before you go up on your own."

Lily stood nervously waiting for instructions.

"Come on," James mounted the broom and motioned for her to come and sit behind him.

She did so slowly.

"Now hold on tight."

She wrapped her arms around him.

"Not quite that tight."

"Sorry."

"Good," he laughed, "I do have to breath. Now I'm going to count to three and we'll both kick off. Ready 1-2-3."

As she kicked off, Lily clamped her eyes shut. She felt the wind rushing past them and held on for dear life.

"Not so tight I said."

"Oh, I am sorry," her voice was shaking. She loosened her hold a little.

"Are your eyes closed?"

"Yes," she admitted.

"Well open 'em or you'll never learn."

Lily opened one eye and then the other. She was amazed at what she saw. "It's beautiful." They were flying high over the grounds of the castle. "I never realized. . ."

"I told you flying was great."

"I still don't know if I'd have the guts to do it on my own."

"Well, you don't have to yet. We'll keep practicing."

"James, thanks."

"Aw, it's nothin'."