Disclaimer: Characters JK Rowlings. Story mine. Got it? Good. Enjoy.

Audrey- Thanks so much for the constructive criticism. I am trying to do this chapter in html so it looks a little better. I did notice my paragraphs get going and don't seem to know where to stop! Heh. Glad you are enjoying the story.

As the students disembarked from the train, Lily watched Clyde lead the first years to the old boats. The carriages brought the rest, but she decided to hoof it with Sirius and Remus. As they drew nearer, the giant castle loomed over them with its beauty and immensity. Lily took in a swift breath; it had been almost two years since she had been here and now that she was back, it felt as if she never left. Her parents were Hogwarts legend, as well as the parents of her best friends.

Her eyes traveled up to the North Tower, and she smiled. She had almost forgotten! Trelawney had lived up in the tower, and Lily always loved it up there. Now the small apartment would be hers! She was giddy with excitement, and let out a soft squeak. Remus and Sirius turned their heads simultaneously to look at her with raised brows. She grinned sheepishly.

"I'm just happy to be back." She blushed and Sirius laughed, giving her a gentle hug. "I know what you mean..me too."

Soon they joined the other teachers in the Great Hall. Lily ran the names over in her head before reciting each one to Sirius. There was Remus, the DADA teacher. Then you had Clyde, the Care of Magical Creatures teacher and groundskeeper. Seemed he decided to return as well. After all Hagrid was getting too old to do those jobs and Clyde hated his mum and dad's store. Math was not his thing. Arithmancy was taught by Miss Snape - Severus Snape's daughter - and Ginny Malfoy taught Ancient Runes.

Severus Snape taught Potions, his ancient face usually scaring the first years to near tears. He loved it. Still greasy and belligerent, he always glared down the table at the other instructors. But Lily knew better, he had indeed been a good friend and a great member of the Order in it's days. She knew all about his legendary mission from Dumbledore. How he had saved Draco from Voldemort and helped her father finally defeat the dark lord that dark night so many years ago.

Truthfully she held a great admiration for the cranky old professor, but let him think she hated him just like everyone else. He preferred it that way. Draco had taken over as temporary instructor of Charms, since the teacher from last year was on maternity leave. The ghost of Dumbledore taught Astronomy, she remembered the great lessons she had with him. He was as much fun dead as he had supposedly been alive. She could see how her father and mother admired him so much. Then there was Sirius and her - Divination and Transfiguration - and Muggle Studies had been combined with History of Magic, both taught still by Binns. There was no longer a Flying class, rather taught by alternating teachers each quarter. Draco felt this gave everyone a well rounded opportunity to learn and kept the teachers on their feet. Lily did not care much for brooms, and was hoping she got passed over for that fine job.

Sirius' eyes followed hers as she listed these to him, nodding as he placed each face. On Snape's he gave him a dirty look, which was returned by the ancient man with ease. Ah old rivalry, how fun. They grew quiet now as Draco Malfoy stood before the students and waved his goblet. "Well as I say every year, Professor Dumbledore always had great speeches, but I am just hungry, so dig in!" He laughed, and the students relaxed, laughing with him. The plates were instantly covered with food, and everyone talked and ate and grew to know each other.

Lily was chewing on a piece of fruit when Draco slid up between her and Sirius with a smirk. He bent closer, one hand on each one's shoulder, and addressed Lily first.

"Hey there sweetie, long time no see. Ginny said to be huffy to you for never visiting. So um..if she asks, I was absolutely dreadful, right?" Lily laughed, and nodded. "I am sorry Draco, I just..well you know how it is."

He nodded his understanding, and continued with his reason for being there. "Anyway doll, Ginny is in charge of getting the kids up to their dorms tonight, so I wanted to go ahead and give you the password for the tower. Its butterbeer. You can change it of course. To whatever you like." He patted her shoulder, then turned his eyes to Sirius. "And I have to say that it has been even longer since I saw you. I know I was a prat back in the day...forgive me?"

When Sirius nodded, giving him a forgiving smile, Draco felt a weight lift from his heart. He knew what he had been like in his youth, his father and his family had been a big part of ruin for Sirius Black during the second war. He remembered when he'd died, how Potter and Granger had been, and how he had gloated with his usual cruelty. Now he was glad to make amends. He patted Sirius too and continued. "Thanks mate..anyway you will be staying in the North Wing, the extra quarters there will surely be more than accommodating. It's on the first level of..well hey what am I saying, you went to school here too. Your password is flibbertigibbet. Enjoy." He gave him a hard pat on the back and squeezed Lily's shoulder before rejoining his wife at the head of the table.

"So you will be staying in my wing eh? I can begin plotting my revenge." Lily giggled and rubbed her hands together mischievously before chewing on a breadstick with extra fervor. Sirius just winked and watched the kids. Remus watched them both with a smile.

The students were shuffled off to the dorms, and the teachers slowly trickled out of the hall as well. Some lingered to catch up, others went to their respective quarters. Remus parted from them in one of the long halls, his room was in the dungeons. Snape had helped him make a safe place to transform, although he still brewed him a potion to keep him in check. Remus just felt safer as far from any students as he could be during those times of the year. Sirius walked with Lily towards the North Tower, and she stopped in front of his door.

"Well, I guess I will bid you farewell. I'm in the tower, if you need me." Her words fell off for a moment, before she spoke again, her voice softer this time." And my password will is 'butterbeer'." She would change it later, but for now it was fine. He stared at her for a moment longer, and as she turned to leave, he felt his hand reach out to grab her arm. Before he could stop himself, he drew her closer, and pressed his lips against hers. It was a gentle kiss, sweet and perfect. She did not pull back or move away, and he let his hand fall from her arm and press against the small of her back instead.

It felt like an eternity but in reality it was merely 30 seconds. He opened his eyes and pulled back enough to speak. Her warm breath caressed his face as he whispered. "Goodnight Lily Potter. Sweet dreams." And with that, he turned and muttered his password, leaving a very confused 19 year old girl standing at his door.

The North Tower was lovely, just as Lily had remembered from her classes with Trelawney. She had been an excellent Divination student, to her mothers chagrin. Yes Trelawney had been full of shit most of the time, but it did not change 2 things.

1. She had been the one to predict Harry and Voldemort's final battle and

2. The art of Divination itself was valid

Trelawney was usually just too full of sherry and imagination to tap into it fully. But Lily had the right disposition. She sat now on the edge of the bathtub in her bathroom, waiting for it to fill. The steam rising off the hot water made her sigh, her eyes closing at she smiled. Once the tub was full enough to her liking, she stood and disrobed. She had a lovely body, tall and thin, but just the right amount of muscular as well. Her long black hair fell to her waist and she pulled it up now in a small tie, twisting it into a sloppy bun atop her head. Dipping a toe into the hot water, she slid into the water completely, letting it cover her as she sunk deep into the massive marbled tub. Closing her eyes, she laid back, letting her head rest on the edge as she felt the water lick at the nape of her neck, barely touching her pulled up hair. So nice, so relaxing.

She ran a finger absentmindedly over her lips, still feeling the tingle from when Sirius has kissed her. She was confused, could not explain why he'd done that..or why she wanted him to do it again. Shifting in the water, she licked her lips, still tasting his against them. The warmth of the water made her sleepy and soon she felt herself drift off.

Sirius had stood on the other side of his door for almost 15 minutes, unsure of what to do. He'd wanted to pull her in with him, wanted to keep kissing her, but he had stopped. She'd looked confused. He was starting to feel bad about leaving her out there alone. Plus he missed her already. He stared out the large window beside his bed, up at the moon in the sky. After an age of indecision, he pulled his robe off and threw it on the bed. Out the door he ran, to the stairs leading to the tower...and Lily.

He did not slow down until he came skidding to a stop in front of her door. He stood there staring at it for awhile, still not sure if he should just go back to his own room, or knock on her door. Finally he knocked. She did not answer. He knocked again. After the third time, he started to frown; she had not been gone long enough to be in bed asleep. Why wasn't she answering? He didn't have any strange feelings so she couldn't be in trouble or upset. He knocked once more and then when no one came he whispered her password.

The door slowly swung open, and he found himself staring into her rather beautiful room. It was definitely decorated with her in mind. The small common area had a couch and a table in front of it and a fireplace which was now burning a large crackling fire. He stepped inside, and looked around more. There was a small hallway, leading to what he was sure would be her bedroom and bath. And he was right.

He opened the door into a small but cozy bedroom. There was a big 4 poster bed in the middle of the room, with heavy red curtains hanging down over the bed. A large armchair in the corner, with a t able beside it already full of all her books. Across the room was a dresser, full of her cosmetics and other assorted things. The house elves must have set everything up while they were at the feast. His room had been the same way except he had very few personal effects. The wall had bookshelves built in, and they held a wide array of books. He thought of Hermione again and smiled. An armoire stood half open, her clothing hung neatly inside and a few pair of shoes on the floor of it.

He crossed the room to the closed bathroom door, and tapped on it softly. Again he received no response, so he opened it...and stopped dead in his tracks. Lying in the tub was Lily, asleep and covered with bubbles. He choked back a soft laugh, biting his lip as he backed out of the room as quietly as possible, and closed it behind him. Then he out and out laughed. Too much. He absolutely adored her!

Instead of leaving though, he decided to wait and see if she would come out any time soon. He went down and dug around for some food. The elves had left a basket of fresh fruit and goodies, and he prepared a plate of cheese, chocolate and fruit. After he was done, he set the snack up on the coffee table, stoking the fire to keep it going nicely. He sat back on her couch, waiting for her to find him. But while he waited, he dozed off.

It did not take her long to find him once she had woken in the tub. She had been dreaming about Sirius, and when she woke to find herself soaking in lukewarm water, she blushed a deep shade of crimson. Thank god no one was around to see! Removing herself from the tub, she pulled her robe on over her naked body, and went to her room. Her hair was still pulled up, and she left it that way while she dressed. She wore a small tank top and a matching pair of panties - both a pale shade of blue- and slipped her feet into a pair of scrunchy socks.

It was late, but she wasn't tired just yet, so she decided to read some before trying to sleep. In her own little world she came trudging down the small hallway with a rather big book in her hands and rounded the corner to the common area. Already looking at the book, she did not look before she plunked down on the couch...landing directly on a still sleeping Sirius Black! They let out a simultaneous shout as he sat upright and she fell off onto the floor with a startled cry.

"What the...?"

Wide eyed, she stared up at the man on her couch, suddenly aware of what she was wearing. She had always been a bit more conservative at the house, making sure she was better dressed when in male company. He looked down at her with the same startled look on his face, before laughing suddenly. He extended a hand, helping her up and onto the couch beside him.

"What are you doing here Sirius?"

"Well I was waiting for you. I didn't think you would just sit on me!" He laughed again, and this time she did too.

"Well how was I supposed to know you were there? And..how long have you been there anyway?"

"Well I came by earlier and when I saw you in the..." His words trailed off, he hadn't meant to say that. Her eyes widened again, as she glared at him.

"Saw me where!"

"Um..well I knocked, no one answered. I thought something might be wrong. I did knock several times!" She was blushing again, and now he felt bad." I didn't see anything Lily, I swear. I just cracked the door and saw the water in the tub, figured you were in there, and came back down here. Honest." He raised a hand to swear, and she rolled her eyes.

"I believe you. Why are you here anyway?" She hadn't forgotten that kiss, just thought he might have. So she didn't bring it up.

"I...well I guess I am just so used to having you around, it was lonely down there." Shrugging awkwardly, he raised a brow slightly at her. "And..and well, I..." He didn't know what to say. What he wanted was to kiss her again, but he couldn't say that now could he? And she was staring at him, waiting for him to say something, and he panicked. He suddenly felt her against him, he had pulled her into his lap and was kissing her again. Hmm, this wasn't what he meant to do, although he wasn't going to complain. And she wasn't either it seemed. She was kissing him back. His hands were on her sides, and he felt her bare flesh hot beneath his fingertips. He squeezed gently and she moaned against his lips in response. This was encouraging. He pulled her closer, drawing her legs around him as she straddled his lap. He deepened the kiss, pushing his tongue across her lips before pressing into her mouth to taste her. She was incredible. She was so perfect, she smelled like honey and she felt so right. She was...she was 19 and his godson's daughter. What the hell was he thinking?

He unhappily tried to pull away from her, his fingers lingering ever so slightly on her body before he finally pried himself away with a sigh. When he looked over at her, still in his lap, she looked confused again. Her lips were swollen and red from kissing, her cheeks flushed from the heat of their togetherness. But this time she spoke first.

"Why did you stop Sirius?"

He tried to find an answer that didn't make him feel stupid or bad. "I just…I don't want to take advantage of you. I'm too old and too battered for you Lily. I've past my prime so long ago I shouldn't even be looking at you." He thought this made the most sense, and was sure she'd see his point. So when she pushed him back on the couch and crushed his lips with hers, he was slightly surprised. He attempted to voice this surprise only to have her pull back and put her hand over his mouth to shut him up.

"If you'd think about that dumb reason for half a second, you'd see why I choose to ignore your comment. Do I need to go into the reasons why?" His eyes flashed with interest and passion, and he dared to nod. She countered with a slightly exasperated sigh. Sitting on top him, he was now laying back on the couch. She pulled her hand off his mouth and dropped both arms down so she was propped up over him.

"Very well. But this is wasting time we could be using more constructively. First of all, you aren't as old as I suppose you might feel. Yes you were Remus' age when you fell through the veil. But you didn't age. So while your old friends and family have changed, aged and died in some cases, you are still only…is it 31?" She arched a brow in question, was pretty sure her math put him right around there. He nodded, not interrupting. "So, you're 31, I'm 19..going on 20 by the way, in two months. That makes you…" she did the math quickly and then smirked when she finished with " 12 years older than me. OH NO! What a dirty old man you are!" Her voice was clearly dripping with extreme sarcasm.

He was starting to think she had put some thought into them before tonight. It made his pulse quicken at that prospect. He took in a ragged breath. She either didn't notice or chose to ignore it for the time being. "Second of all, before you even bother to say I am the daughter of your godson, you are right. I am. And you point is…?" She didn't actually wait for a response but instead pushed on. "And last, you are too old and battered for me hmm? My parents and their best friend were killed by Death Eaters 21 years AFTER the war ended. I live with a nasty bitter little house elf that finds nothing more amusing than to try and poison me daily, even though my mother liked him and tried to pay him regularly. My best friends are a 50 something werewolf with poor taste in clothing and the grandson of my father's killer. I have muggle blood in me and have legendary parents who I can never even aspire to live up to in reputation."

A pause. "And right now if you don't stop this nonsense and kiss me 'til I can't think straight...I may have to consider being mad at you Sirius Black!"

She was really getting worked up, her chest rising and falling with her deepened breaths. She had been ranting and he'd stopped hearing her after she started yelling at him about Kreacher. He'd lost track of anything but how she looked, sitting on him with this adorably beautiful angry look upon her face, and he obliged her order. He grabbed her and pulled her back down on top of him, and kissed her so hard that she let out a yelp of surprise before he wrapped his arms around her body and rolled them off onto the floor with a thud. He did not let up, instead deepening the kiss as he slid his hands up her body and brought them to rest against her breasts. Hands gently cupped those two soft mounds of flesh and he moaned into her mouth. She brought her left leg up to wrap around his waist.

This was too much, he needed her, and not on the cramped uncomfortable couch in her sitting room. He grabbed her other leg, pulling it around him as he suddenly wrapped his arms around her and lifted her against him. He stood, literally carrying her as they stumbled down the hallway to her room. He kicked a foot out, trying to push her door open without having to stop kissing her. Finally it gave, and they tumbled into the room, landing on the bed with a groan. Their lips parted for only a second, and in that second he whispered once. "Are you sure?" She looked at him, and her eyes answered his question. He kissed her again, and they rolled back onto the bed.

When they finally came up for air, she rolled onto her side and panted. Her lips were red and bruised, and her hair had come out of the sloppy bun from before. It now fell down around her face in small curly tendrils, and he reached up to caress her cheek, pushing one way from her eyes with a smile. She looked over at him, and he didn't think there was a person in the world that could feel as happy as he did right at this moment. He kissed her lips softly, and then let his kisses trail down her cheek, and over her jaw before he found the soft curve of her neck and began to suck softly. She whimpered, rolling onto her back as he kept kissing lower along her neck and shoulder.

He brought a hand up, running his finger beneath the strap of her tank top, before sliding his hand down over her stomach and lifting her shirt up over her chest. She sat halfway, and helped him slip it from her body. Tossing the shirt, soon his fingers found the hem of her panties, and he began to trace along the leg slowly, teasingly. She shuddered and moaned, looking at him. He slid on top of her, one knee brought up between hers as he began to run his tongue down her shoulder, gently scraping his teeth over her flesh. She cried out, biting her lower lip as she closed her eyes.

She had never been this intimate with anyone, had never slept with a man before. Somewhere inside, she had known no one could live up to Sirius, alive or dead. It was like she'd been waiting for him her whole life. He was her knight in shining armor. A gasp slipped from her lips when he began to move his kisses south again, now sucking on the taut flesh of her stomach. Her hips arched up, driving him mad. He tugged at the waist of her panties and began to pull them off her. As he did this, she took hold of the shoulders over his tee and tried to pull it up over his head. They managed to strip off their clothing with little struggle, even though neither wanted to relent long enough for the other to finish the task. Finally she groped for his jeans, tearing at the button as she tried to get them off. When they stopped, she was laying there naked in his arms, and he had only his boxers on now.

"You're so beautiful Lily. I never want this to end." He whispered, kissing her cheek and then her lips. Her fingers ran through his hair, it was still shaggy although he had trimmed a few inches off here and there. He shivered to her touch, and now a thought occurred to him. She was young even though she yelled at him for stating it. What if she was... still a virgin? He suddenly realized that even though she wanted this, he might hurt her tonight. Apparently he'd shown this worry on his face, because she furrowed her brow and looked at him curiously.

"What's wrong?"

"I just...Lily, have you ever been with a man before?" He was afraid what she might say, he was afraid she would get offended at him asking. Maybe he was wrong and she'd be insulted. Her fingers running along his jaw line distracted him, and he met her eyes when she finally answered him

"No."

Simple as that. He had his answer and she was watching him longingly. He loved her even more if that was possible, and nuzzled her neck. "Are you sure you want this? I mean...it may hurt. I don't want to hurt you Lily."

"Oh do shut up Sirius." She had a twinkle in her eyes that told him her words held no anger. He laughed and kissed her deeply, pressing down over her on the bed. The rest of the night they spent making love, and sometime before dawn they fell asleep in one another's arms.