Title: This doesn't have a title, and is part of a larger work, but this is part 2

Background: This is one of many pensieve trips Harry takes into Snape's memories. This will take a little more explaining. In the last memory (read that one first) it's right before Snape's Worst Memory and is a precursor to what happens in 'Worst Memory.' (I.E. James learning levicorpus and Snape finding out - because Sirius lies to him - that Lily only pities him) This current memoryhappens after 5th year, and before the Lupin/werewolf/James has to save Snapeincident. Now, Snape has lost everything (including his friendship with Lily after he called her a mudblood etc. - because in my world, they were somewhat friends, at least as close as Snape has to friends) and is hellbent on getting the marauders expelled, who he believes to be making his life hell (he may be right). He's finally devised a plot that will work!

As far as Lily/James goes...they are still at odds in this, and they are not dating yet. It was hard for me to think of a reason why she'd date James...my thought on that is in this story.Also, again this is from the Harry POV (unfortunately) and I realize there are long stretches I don't mention him. Someday I suppose I should go add him in more, but it's so weird and creepy almost...so just read those parts as ..."and Harry stood agape not saying or thinking anything..." wink

2 Things: 1. I've said that I make my teen Snape more sensitive, because I think that's how he'd be. In this, he's gotten much harder, but certain people can still bring out the soft side in him. He's still very remorseful at losing Lily as a friend. But his bitterness which is just starting to form in him, is seen in his obsession with the marauders. 2. Snape may seem out of character and I KNOW this. In fact he is out of character, for different reasons, which I will let you assume.

Disclaimer: I don't own these characters, but I do own 2 of the spells in this chapter :-)

Harry spun into another memory. They were in a different room this time, but Harry did not recognize it. Snape was a bit older than the last memory, but it was only apparent because he was a couple inches taller, which made him look even more underfed and sickly than the last memory.

Harry did not enjoy browsing through Snape's memories. Whatever was going to happen, it was probably going to be something bad. He looked around the room trying to figure out where he was. He had never seen this particular room, but it had a familiar air to it. Harry realized they must still be in the school.

In fact, the whole room was the opposite of the last place. Large and airy, fastidiously clean, with new, gleaming cauldrons, fresh potion ingredients, and a wall lined with bookshelves stacked to the top with large books. It still wasn't very well lit, but it was much easier to see here, than in the last place.

Snape poured the contents from a shiny cauldron into a jar. It was a disgusting looking potion that Harry recognized immediately.

Polyjuice Potion.

Harry had used this potion once before. It was another very advanced potion that Harry did not know how to make. The one time he had used it, Hermione had been the one to make everything, and if Harry remembered correctly it took about a month to make.

Harry was suspicious as to what Snape was up to. He watched as Snape put the jar and some of his schoolbooks into his bag, and hurried out of the room. Harry followed at a quick pace as Snape moved purposefully down a corridor, turned down another long hallway and walked until it dead-ended. Instead of going left or right he stopped, glancing quickly around the corner to his left. Harry moved into the dark corridor that Snape had glanced in, and peered to the end in the direction Snape had looked. It was deserted. Rows of windows that lined the hall spilled waning twilight at even intervals, throwing Harry into light, and Snape into shadow.

Harry watched Snape's eyes darting around maniacally. He pulled out his wand, and looked around the corner again. He stood there waiting, but it wasn't long before the target of his stalking came out of a classroom a few doors down the hall.

"Bloody detention," came the voice of the person who'd come from the room. He was walking the other way down the hall away from Harry and Snape, not knowing he was being watched.

Snape stepped quietly into the long corridor, almost running into Harry, if that had been possible, and pointed his wand at the student. The student went limp and fell down dead.

Harry gasped. He checked again to make sure the student wasn't petrified, but it had to be true. He definitely wasn't petrified. The student was in a heap a few yards down the hall.

Harry glared at Snape, who no further sensed the look of disgust than he sensed that he had done something wrong. Harry expected Snape's next move to be to run away, but instead, he walked toward the pitiful brown haired boy, lying on his side.

Harry followed, strongly wishing he could leave this reminiscence. It was bringing back too many of his own memories. If this was Dumbledore's idea of a reason to trust Severus Snape, he was severely mistaken. Even the last memory, as sad as it might be, gave no indication that Snape was trustworthy, and now! Now, to find out that he's sneaking around killing was just too much.

Harry reached where Snape was standing over the body. Watched Snape glance furtively around, and with a flick of the wand, the body rose a few inches off the floor. Harry exhaled sharply, 'NO!"

The limp figure of his father hovered above the floor, arms dangling listlessly on the floor. Grief twisted Harry's insides as his mind reeled. Snape killed my father! It couldn't be! He couldn't have…he…he…. and then Harry realized that Snape literally couldn't have. It would have been impossible, because Harry was not born yet, and ultimately he knew it would be Voldemort who murders his father. He felt foolish, but the shock of his father's flaccid, non-breathing body, unnerved him.

Harry leaned down and inspected his father more closely. To Harry's surprise, his dad was breathing, but very slowly, and very deeply. His chest was barely moving up and down. Harry had never seen a charm like this. Yes, he'd heard of sleeping potions, but he'd never seen someone put to sleep by a spell, and as deep a sleep as this, it was unreal. He looked at Snape apprehensively.

He'd only heard whispers of very powerful wizards being able to perform sleep spells. It took a lot of concentration, and if concentration faltered, the subject would wake up. Snape seemed to be having no such problem, however.

Snape's wand still pointed at James Potter, he levitated him around the corner and back down the hall from whence they'd come. Harry realized that they were going back to the room with the shining cauldrons and shelves of books, but when Snape opened the door it was a different room.

The room was small and dark. There was a bed in the corner. Harry had a moment of confusion, before he realized that they must be in the room of requirement, which was an interesting room that only appeared when someone really needed it. One of the best attributes of the room was that it contained anything the user would need. Harry wondered how Snape knew about it.

Snape urged James over to the bed with his wand. Before lowering him down to the scruffy mattress he leaned in towards James and removed his robes. He bent again, and Harry could not see what he was doing, but he stood up holding a single hair.

Snape then pulled a vial from his own robes.

"I cannot risk having you get up and start strutting about, Potter. The spell should work… but just in case…" He then force-fed James the contents of the vial, "I daresay you will have a headache in the morning," said Snape to Harry's slumbering father.

Snape set down his wand and opened up his bag. He took out the Polyjuice Potion, and placed a single hair in it.

The potion bubbled. Snape looked at it distastefully and wafted it under his nose. He drew back from the stench. Gathering his nerve he drank it down quickly in two great gulps.

Harry watched in amazement as Snape transformed into James Potter. He was appalled by this, but remembered that he had done something similar, though for, he guessed, purer motives. Anger seethed in him. How dare Snape become his father? What right does he have?

Snape looked at himself in the full-length mirror, which Harry had not noticed before, probably because it hadn't been there before. He seemed to be appraising himself. He ran his hands through his hair and ruffed it up a bit. He smiled widely, frowned, and raised an eyebrow. "Hello, I am James Potter." Snape said seriously, but then gave a little laugh, "Hello, I am James Potter." He repeated. "Oh this isn't going to work at all." he laughed again, "something's not right." Harry was aghast watching Snape's voice come out of his father's face.

"Ah," Snape said, "The voice modifying potion."

Snape rummaged around in his bag till he found another small glass jar filled with another potion. Snape went over to James and retrieved another hair. When he put it in this second concoction it started smoking. Snape drank it quickly and after a few sputtering moments, started gasping. A moment later, he regained his ability to breath, and looked around nervously, shaken by the process.

"Hello, I am James Potter," he said, and he sounded exactly like Harry's father. Snape smiled at himself in the mirror. "Wow.' He touched his face again, as if to make sure it was real.

Snape removed his tie, as James wasn't in the habit of wearing it, and put on James' robes.

"Goodbye, Potter, sleep well," Snape said sarcastically sounding exactly like the sleeping captive, "I will find out what you are all up to tonight. If all goes well, you and your lovely friends will be expelled tomorrow. Although… I should say to play the part correctly, I will have to dumb it up a little."

Harry watched Snape turn briskly away from his now snoring dad. Harry would have rather stayed in the room, and watched to see what happened to him, and if he got up all right, but he knew he had to follow Snape. It was his memory, after all.

Snape walked to a staircase and went down to where Harry knew the Gryffindor dormitories.

He stood in front of the portrait hole.

"Password," said the fat lady.

"Tiddlywinks," Snape said flippantly.

"That was the last password; it has changed." The fat lady was matter of fact.

A couple of Gryffindor girls came down the hall. Harry noticed that one of them was his mother, Lily Evans, and the other was a girl about his mother's age, that he didn't know.

"Hey," Lily said smiling faintly.

"Hey," the other girl said, winking at Snape lasciviously.

Snape glanced over his shoulder, seeming to forget himself for a minute, "Oh, hello."

"Why are you waiting outside?" Lily asked.

"I...uh...forgot the password."

"Wonderboy forgot the password," Lily chided. Snape look stung momentarily; but regained his composure. Lily gave the password and the painting swung open.

Snape motioned for the ladies to go first, "After you."

"How gentlemanly," the mystery girl chimed amusedly.

Lily followed the other girl through the portrait hole, and asked, "Hey, Coco, do you have notes for the transfiguration exam?"

"I let James borrow them," the girl apparently named Coco said. Harry saw that she was staring at Snape, disguised as his father, trying to catch his eye, but Snape wasn't paying attention.

Snape looked around disappointedly. The common room was deserted, and what he was after was shortly apparent, "Where's Black?" He thought for a moment, then looked horrorstruck as if he'd said something wrong, "Sirius...Sirius Black. Where is he?"

"You're acting strange," Lily said skeptically.

"I…" Snape looked flustered, "I'm worried about the transfiguration exam."

"Yeah?" Lily said raising an eyebrow, "Since when do you worry about exams?"

"I worry about them," Snape said hesitantly.

"Yeah," Lily said, "Yeah...but you've turned your cat into a clock so easily, many times."

Snape shrugged. He really looked like he didn't know what to say.

"Mine always turns into a furry alarm clock. When the alarm goes off, it meows," she smiled sheepishly, "Anyway…I saw Sirius with Remus in the Great Hall.'

Snape nodded, said "Thanks," and turned to leave the Gryffindor common room.

Lily chased after him, "Wait, can I walk with you?"

Snape, looking like James, turned crimson, "uh…er…sure." He stumbled over his words.

When in the hall, and no one was there, she started talking, "Listen, James, I think we need to talk."

She sighed and looked at whom she thought was James Potter, and continued.

"I want to call a truce. It's been really silly, all this arguing." She looked unsure of her next words, but went on hurriedly "I just wanted to say that I think it was really nice what you did for me…shouldering the blame for the mess, and taking a detention for me I really did appreciate it."

Snape said nothing.

She sighed, and went on, "I understand that you don't want to speak to me, I've been horrid. I wouldn't want to speak with me either. I just wanted to say that I'm really sorry for everything that's been between us, and I'm sorry that you had to take that detention. I know everyone thinks that I'm so nice, and I always do the right thing…but it's not true at all, the right thing to do would have been to tell the truth that it was all my fault."

Snape looked at her, but made no effort to say anything. They were on the first floor right now; the great hall doors were visible. Lily stopped, and turned toward Snape.

"And…I mean, maybe we can be friends. I know it may be too late and I can tell by the look on your face that you are still mad at me, but I've seen a real change in you. I've seen a real…effort. You're the kind of person who I'd want as a friend. Maybe I'm just being dramatic, I don't know…but it's something I've wanted to say to you for a while. Can you understand?"

Snape had to answer the pleading eyes now, "I…I want to be your friend."

She looked at him solemnly, "And you're not mad at me?"

"No, of course not," he said, his eyes sad. He looked lost for a moment, and said very earnestly "And I'm sorry too."

She blushed faintly, and looked extremely touched by his sincerity, "Well then…"

"Well then…" Snape echoed.

"I know that you're looking for Sirius, but would you like to take a walk with me? Maybe outside?" She smiled shyly at him.

"I," he glanced inside the great hall and spotted Sirius Black and Remus Lupin gathering their bags, "I…. sure…yes, I would like that."

They strolled outside. There were a few minutes quiet where neither of them said a word.

Finally Lily spoke, "You're very quiet tonight."

"I…Yeah."

"I kind of like it. It's nice to see this side of you."

"Thanks," Snape said quietly.

They walked along in silence for a while longer, and again Lily was the first to speak. She looked unsure of herself, almost embarrassed, "So you probably think I'm silly for saying all that stuff."

"I…of course I don't think that," Snape said nervously, his tone was unusually soft, "I think your smart, and nice, and prett-" He stopped abruptly, cleared his throat and gazed off in the distance at some trees.

Snape muttered a nervous apology.

"No, don't," she said quietly, and took his hand awkwardly, "I think it's sweet."

At this Snape flinched involuntarily, and said something indiscernible. He was running his free hand through his hair fretfully, and now staring intently at the ground they were treading.

She looked at him and smiled, holding his hand tight, but he would not meet her eyes. "What are you thinking?"

"I wish this was really happening," Snape said quietly. He pulled away from her hand, "I mean…" That panic stricken look returned.

At that Lily leaned over and kissed his lips gently. Snape did not kiss her back, but stood, lips merely a breath apart, stunned. The early risen moon, shone bright in his large eyes.

Harry watched his mother lean back self-consciously. He was aghast, and utterly mortified, in a way he couldn't explain. This was not something he would have ever wanted to see. How could Snape kiss his mother, fool her like this! This was outrageous!

Harry folded his arms angrily, but couldn't make himself stop watching, and with that he noticed that Snape was changing back into himself ever so slightly. It was not entirely noticeable yet, but his hair was, well, changing.

"I have to go," Snape, still looking mostly like James, said suddenly.

"But…"

"No, I do have to go now," he turned to move away from her, thought better and turned back toward her, "please...talk of this to no one."

"But…"

"Please?"

"Ok…sure," came her puzzled response.

With impulsive alacrity kissed her chastely on her moonlit cheek, "Thanks, Lily,"

Lily blushed prettily.

"You never call me Lily."

"I have to go."

And Snape made rapidly away.

Harry paused by his mother for a moment, watching Snape leave. He knew he would have to follow, but he was very curious about his mother. She was touching her cheek lightly where she thought James had kissed her, and she repeated quietly, "He never calls me Lily."

Harry felt drawn to follow Snape as Lily began to fade away, and had to run to catch up. By the time Snape entered a deserted corridor past the great hall, he was almost himself again, but changed too. He was smiling, almost sadly, and he had his head held high, for once. He walked upstairs and retrieved his stashed items, and the memory began to fade away all together.