Okay, so I was thinking I might put this chapter up later, because it seemed a bit awkward to me, but I decided to go ahead and post it anyway.

Tell me if you think it's awkward as well!

Oh, and I wanted to say, that I'm not all that into slash, but this seemed really compelling to me for some reason.

Please Review!

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James shifted in his seat; sitting next to Severes was obviously not something he was so thrilled about.

Severes coughed and wrapped his robes tighter around him, as if they could get him further away from the boy who was squirming next to him.

Professor Mundy was looking over some papers.

Annie mumbled something about soup in her sleep, and turned over so she was slightly drooling on Lily's shoulder.

But Lily didn't notice this; she was far away in thought, back in her fifth year…

Lily's Fifth Year

Lily trudged her way up the stairs to her defense class.

She would have looked forward to this class if she hadn't had it with the ravenclaws.

Lily got to the top of the stairs and saw the usual group of fifth years waiting outside the door to the defense against the dark arts class room.

Lily scanned the group of bored looking teens.

Good. Annie isn't here yet.

At the end of last year Annie and Lily had gotten into a fight, and hadn't spoken since.

The fight was the focused on the underlining tension of there friendship/relationship, that tension was of course, boys.

The crowd moved into the classroom, Lily must have not had noticed professor Mundy come and unlock the door.

She to, entered the class.

Professor Mundy had been at Hogwarts since the middle of her third year. For some reason it had taken Dumbledore half of the school year to get a new teacher to fill the position, but she was happy that they had him, Mundy was an excellent teacher.

"Hello Evans" said a voice behind Lily. She winced and without even turning around said "Potter, go away"

James came up around side of her and put his arm around her.

"Now now Evans, why so harsh? You know you…"

He was cut off when his eyes met those of the Man standing in front of him, his arms folded and looking mock angry.

"Potter, are you trying to sell something to Ms. Evans? Because to me she looks extremely uninterested, and I think I would move on to someone else"

"Sorry professor…" James said, taking his arm off of Lily and walking to his desk.

Lily smiled up at the tall wizard. Yeah, he was a bit dorky at times, but he was sweet. He had been helping her with her James problem, after she had apologized to him after class one day for hexing James during one of his lessons, when James had asked her out at breakfast that morning, using a howler.

Lily made her way over to her seat, the eyes of many of the girls in the room upon her, glaring. It was well known that James was after Lily, and some of the girls thought she was stupid for not excepting.

It was also known that Lily was Mundy's favorite student, something the girls also didn't approve of, Mundy had been voted hottest teacher by most of the girls, and some of the boys. Lily tried to tell people that this was stupid, and that she only thought of Mundy for his magical abilities, but she knew this wasn't true, I mean, he was pretty good looking.

Lily took a seat next to Remus. She and Remus had become better friends over the last year, both of them were praised by Mundy, and he proved to Lily to be not as arrogant as the rest of her house. Most of the school thought that they should go out, and James was threatened by this, but Remus had assured him that they were just friends, which was the truth.

"Hey, Remus" Lily said.

"Mrghf" was his reply, his nose almost touching the book he was crouched over. Lily was used to this; it was his usual way of saying hello.

The class started. Lily still couldn't see Annie. Maybe she was sick; maybe she was in the hospital wing!

Lily couldn't help the wave of concern wipe over her, I mean she had been Annie's friend for almost two years, and they had gotten so close.

No one knew about her and Annie, no one except Mundy… But all he knew was that Lily wanted to just be friends, and that Annie wanted to be more, much more.

Lily recalled the time she and Annie had finally decided to have sex (well, oral sex), how she thought it would be wonderful, how it would bring them closer. That was the night they got into the fight, Annie said she could tell Lily's was thinking about men, how she could tell that she thought nothing of her, that she would rather be raped by that potter boy then touch her. She remembered screaming at Annie that if she had felt that then she wouldn't have done what she had that night! She remembered words being said that seemed to pierce her heart. She remembered running from the room and hiding out in Myrtles bathroom that night, crying.

Lily wasn't sure why she was thinking of this now, she was in class for gods sake!

Lily came back to her senses, but it was to late, class had just ended, even Remus was gone.

This hadn't happened in awhile, Lily having flashbacks and not coming out of them for longer then she had expected.

Lily gathered her books into her bag, and slung it over her back.

"You looked pretty distracted during class Ms. Evans."

Mundy was sitting at his desk, looking up from his papers at her.

Lily sighed and went down to stand next to his desk.

"I'm sorry professor; I'm having a bit of a gloomy day."

Mundy smiled kindly "oh it's alright, the lesson was only a lecture on vampire behavior, I'm sure you can get the notes from Mr. Lupin."

Lily smiled at this, her smile felt warm against her face. She felt a bit as if dizzy as the heat spread over body, and she became vary aware of every breath she was taking.

No, no Lily, you aren't feeling this way, you are NOT feeling this!

But she couldn't deny herself. To many times she had felt this way when she was with Mundy. Or Nicolas, he had told her to call him when other students weren't around, when they were innocently flirting, which was the next step that came after the feelings that she was having now.

She looked back at Mundy, she could tell that he was reading her body language, and then, a large grin spread over his face. And for some reason, Lily liked it. She liked what she was thinking, what she was feeling, what was happening.

The lunch bell rung, and Lily, couldn't help but let out a soft giggle.

"What?" Mundy asked.

"Oh nothing" Lily said, sounding secretive.

Mundy looked at her curiously, still smiling.

Lily made her way slowly around his desk. Looking deep into his eyes, she saw his smile twitch as she noticed desire well up in his eyes.

This desire was not alien to Lily; she had seen it in his eyes before, many times in fact.

"I was just thinking about my screwed up relationships and the nonexistent ones" she was referring to James when she said this, and now she felt a little awkward saying it.

But looking down at his pants and seeing his arousal already acting up, she knew that he wasn't paying attention to what she was saying, he was just watching to see what would happen next.

What would happen next? Lily wasn't quite sure. She wasn't acting like herself; she was acting like the horny school girls that flooded this school. And she was making things move pretty fast, but something told hr that he had been waiting for this longer then she could guess.

"What about them" the man asked, grabbing onto the chair he was sitting more and more firmly.

"Oh just how they all went down the toilet, and left me like this, to have gloomy days all by myself"

"You don't have to be all by yourself" the man replied.

"Don't I though" she said, not even realizing how close she was to him.

He was really bad at hiding his thoughts; she could read him like a book. He was vary primitive, all he seemed to think about was woman, or in Lily's case, girls, and their sex appeal. She could see now that he thought that he was losing ground, and grabbed her hand, trying to gain some control.

What she didn't notice was the slight wave of his wand that closed and locked the door, but she did feel a small bit of fear as he smiled up at her, she hadn't noticed that his smile was a little creepy.

He grabbed her other hand.

Oh, now she wished she could go back, go back and make things different, she was so stupid, she knew what was going to happen next, she knew. Why hadn't she stopped it before, why did she have to be so naive!

He pulled her down, she resisted a little, but he was stronger the she was, and she ended up straddling his lap.

This was her fault. She had led him on. If she stopped now, he might get mad, he wouldn't like her anymore, he would probably hate her. She just had to let him do this, it was her only option.

He undid her robe and let it fall to the ground, his hands feeling up her back, as he nipped at her neck. His hand making it's up her shirt, along her back, and coming around to rub her breast, the other hand unhooking her bra.

She could feel him hardening beneath her, as he let out a soft moan.

If only he could see the look of defeat on her face, the tear that ran down her cheek, as he made his was to unbuttoning her pants…

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Lily was shocked. She had always pushed the memories of her and Nicolas away, to a place in her mind where she could never find them.

She sometimes forgot how shallow he was, how he used her. How much of a stain he was on her life.

He had made her fifth year hell. A dazed, confusing hell.

But she had hope, and that hope was not false. There was someone that helped her, was still helping her, and he was in this compartment…