(AN: sorry for the wait! I had such a hard time finding the inspiration to get this chapter done (I have so many ideas for the upcoming chapters that they crowd out the necessary steps to get there, or, in other words, this chapter.) I hope this one isn't that boring... It is necessary. I'm trying to give some background base work, so not much action in this one. Be patient with me!

If you are reading this, thank you for reading. It always amazes me that people say I'm decent at this, so please, as always, read and review.)

CHAPTER THREE

The next morning found Lily Potter stumbling down the dormitory staircase, one hand covering her shut eyes, the other guiding her down along the wall. Her bag was looped around her neck and banging against her hip with each step, and she cursed mornings as the light still managed to penetrate through her eyelids.

Although she knew that she must be nearing the bottom of the stairs relatively soon, she found herself experiencing that peculiar, discombobulating sensation where your feet keep acting like they're still going down steps while you're actually on flat ground. Losing contact with the wall, she began stumbling, dangerously tipping further forward with each subsequent step until she abruptly was prevented from falling by arms around her waist. Her tired body rocked back onto her heels and leaned into a rather toned chest.

"Whoa, careful there," a low voice said, hands moving to a more comfortable position on her hips.

Lily stiffened. Opening her eyes, she turned her head to glare up at the handsome face of Caleb Schellden. Frustratingly, she could feel that her stare was only at half its normal power due to her present tired state.

"What'd you do, walk down the stairs with your eyes close?" he grinned cheerfully, cockily, perfectly at ease.

She huffed in irritation. "Hands to yourself, Schellden."

He only winked and let go, raising both his hands with barely a hint of a sheepish look. His dark hair shaded one of his eyes as he shrugged nonchalantly with a smile.

She took a step away from him, adjusting the strap of her bag as she went. His eyes followed her as she marched to the portrait, and he shook his head to clear the hair out of his vision.

"You're welcome!" he called after her, and she could feel that overconfident smile staring at her back. She responded by slamming the portrait shut. The Fat Lady shouted at her in protest, but she resolutely ignored her.

"Damn morning people," she muttered, doggedly walking by route down the corridors to breakfast.

It was just so hard to keep her eyes open after she woke up, she mused as her vision flickered in and out. Her eyes must take awhile to adjust to the brightness, or something. Even after she could see without wincing, she always felt her eyelids droop and experienced the overbearing desire to plunk her head down on the table. By lunchtime she was fine, functioning normally. And she'd always been able to stay up to uncommon hours, regardless of how little sleep she might've been running on.

Lily turned another corner, slowly plodding along at the minimal pace. Eyes half closed, she could almost hear the bustle of the Hogwarts population eating breakfast in the Great Hall.

She also heard footsteps fast approaching her from behind.

Lily didn't turn; it required too much effort and energy to come to a stop, change direction completely, and raise her eyes to see who was there. Maybe it would be one of those people that usually kept out of her way.

"Lily! Hi!" came an overly bright voice.

Apparently, she would not be as lucky.

Must Laura Chapman turn up everywhere?

Said roommate had reached her and slowed to her sleepy stride. Lily flicked her eyes up, acknowledging her presence.

"Hey."

"Wow, so we definitely started term off on the wrong note, don't you think? I mean, if you want Stan, I completely understand, you know? I mean, he's such a catch, I've been dying to get with him for years…"

Her voice, made many times more irritating in the cursed mornings, quickly rambled on and on. Lily walked, now with her eyes open (she didn't want to look like a zombie,) and zoned out her voice. What Laura was saying was not important. Laura was only worried that Lily would get so offended by last night's little meeting between the sixth year Gryffindor girls that she would call her dad up or something and make her sound bad. As if Lily gave a shite about Laura's feelings for Stanley Ackerman.

Also, as if her father would give a shite about Laura Chapman.

She was almost at the Great Hall. Soon she'd be eating with Matt, and not listening to Laura.

"…Natalie was saying that I was too good for him anyways, he's just trying to get with any girl he can- oh! I mean, no offense to you if you like him, she just meant…"

Lily's focus drifted out again, as she vaguely wondered where the other three girls were. They rarely left each other

Yet another voice calling to her snapped her back to attention, only this time she actually cared about what this person had to say.

"Hey Potter," said a warm voice. Smiling, she looked up at a nearing Teague, dimly amused by being saved from Laura's sole company two days in a row.

He strolled up to them, his own easy, heartbreaking, smile on his face. Lily heard Laura's breathe catch next to her, and she fought the urge to smirk.

"My, my, Potter smiling in the morning?" he teased disbelieving as he fell in step with her. His hand ran across her back, soothingly, she wanted to shut her eyes again, squeezing her shoulder before he withdrew his arm. She saw him smiling softly.

"You were up late flying last night," he murmured to her. His blue eyes, soft now in this morning, sought hers.

She hummed in agreement. He smiled, dropping their gaze, and shook his head as if wondering why he even asked.

Lily assumed Laura was a step behind them, apparently still a bit shell-shocked.

Lily nodded gratefully as Teague opened the Great Hall door for her.

The warm chatter of the students wafted along with the scent of the awaiting breakfast through the open door. Most of the school was eating already, the clusters of students at their respective tables appearing to be excited for the start of the new term.

She turned to wait for Teague; always the gentleman, he was holding the door open for Laura too. Lily wouldn't have minded if he'd left her alone in the hall, but she supposed he had a reputation with the ladies to maintain.

Laura seemed to have recovered herself; she fluffed her hair with one hand while simpering, trailing the other over Teague's shoulder in a manner that Lily recognized to be a weak imitation of Joanne.

"Thanks," she cooed, looking back at Teague one last time before flouncing over to the three previously absent sixth year Gryffindor girls who were conversing in a flippant manner, though no doubt aware of the admiring fifth year boys.

Teague only smiled, letting the door close behind him as he met Lily.

"Come on, to breakfast then," he said. She rolled her eyes and laughed quietly.

His hand settled on the small of her back, propelling her forward with him as he took a step towards the Gryffindor table. She tensed as a reaction to the unexpected gesture; she was not as sleepy as before.

He retracted his hand swiftly, though maintaining his normal smoothness. She looked up to meet his slightly widened eyes.

"Sorry," he said with yet another smile, though in it there was a bit of chagrin.

"It's fine," she replied slowly. It wasn't that his touch was unwelcome, which is what he appeared to be apologizing for. She didn't know. It wasn't a big deal to begin with.

They continued walking, he still smiling at her, and she not without some confusion, until a call from the Hufflepuff table halted them.

"Teague!"

Lily watched as blue eyes flitted to momentary confusion while they still looked at her, before they showed a quick sign of comprehension.

"Patricia," he recovered, grinning charmingly over her shoulder. "Hey, I'll catch up with you later," he said to her, a hand ghosting over the line of her shoulders until he'd stepped around her.

"Sorry," he said again with a small apologetic smile before turning to his blonde haired girlfriend, who greeted him with a kiss on the cheek.

Lily waved a hand and made her way past the Hufflepuff table to her spot next to Matt, and as she sat down she wondered if Teague was apologizing for the contact again or for having to leave.

Matt nudged her with his shoulder in a way that reminded her of Albus. "Good morning, Sunshine," he said through a mouthful of eggs.

She only rolled her eyes as she reached to plop some fruit onto her plate. At least when she was walking, the motion almost halted her drowsiness; sitting brought back combating her drooping eyelids and heavy head. Tiredly, she rested her head in her hand, propping it up with her elbow.

Next to her, Matt chuckled. Taking four more sausages, he looked back at her, amused. "I forgot how terrible you are in the mornings," he sighed wistfully, mirthfully.

"And I forgot how peppy you are. You should be ashamed of yourself," she intoned flatly, her fork making slow, lazy circles around her fingers.

He was spearing another sausage with his fork when she finished speaking. "Now, Potter," he began, pointing his fork, sausage and all, at her, "You can do better by learning something from me," he advised with a flourish, "I mean, people actually like me, so- ow! I was only kidding," he laughed.

The cost of using the effort to smack him in the head was almost worth it, Lily reasoned. The corner of her mouth twitched up.

"She just smiled!" Matt hollered. Lily wanted to shrink as heads turned to gaze curiously at a triumphant, half standing Matt, holding his fork with the now half eaten sausage like a sword above his head. Groaning, Lily dropped her head to the table.

Matt laughed some more at her expense as he retook his seat. "Cheer up, Potter! It's the beginning of a new term!"

Not lifting her head, she groaned again, though only procuring more laughter from her friend. His laugh was oddly of a higher pitch, but it suited him all the same. She knew he was only acting this over the top to egg on this kind of reaction, so to spite him, she raised her head and stuck her fork in the nearest slice of fruit.

He only grinned.

"You know, you should really consider eating more," he said loftily, taking another dainty portion of hash.

"Why the hell are you so damn happy right now?" she demanded, irritated. Lily rested her head on her other arm to procure some much needed distance from her annoyance. Why was it that in the morning Matt's voice was always ten times louder than usual?

Matt didn't respond, but Lily knew him well enough to know that he was grinning like a fool. A self-satisfied fool.

Distractedly, Lily stared down the long table. Her eyes unconsciously locked on her roommates, separated from them by a few groups. She could tell that Natalie was leading the conversation, of course; Joanne was giving her signature small smile, and as far as she could tell, not saying much, but on second thought, Lily did not find this odd. They weren't sitting with any boys, after all.

Sarah was nodding at something Natalie was intently informing her upon, but it must have all been a tease as Natalie started a loud laugh that Laura quickly copied. Sarah reluctantly started giggling with them, and Joanne smiled broadly, giving a few peals of her own laughter.

To Lily, it all seemed so superficial, like they were putting on a show for the male population of Hogwarts. While they weren't that popular as to having the whole school after them, those four, Joanne and Natalie especially, were strongly desired at least throughout the sixth year and amongst the Gryffindors. Even Matt admired them and occasionally chatted them up, despite Lily's firm stance opposed to them.

Fork spinning rhythmically around her fingers, Lily watched as their laughter died out, and as another animated conversation sprang up.

Lily had only really noticed that the other four girls rooming with her had formed some sort of clique in her third year, when her brothers, still at school, both had girlfriends to occupy their time.

Unintentionally, the majority of her first two years of school had been spent under the wing of her overprotective brothers, who were also attempting to convert the rest of the Quidditch to view her the same way. As the youngest and only female member on the team, she went on covert missions for and with her real and adopted brothers. Teachers never suspected her, that is, until they learned not to.

Lily regretted little of the time she'd horsed around with the boys; however, hanging out with people that were guys and older than her had distanced herself immensely from the girls her age that shared a room with her. They had started out civil enough to each other, but as Lily missed out on more and more opportunities to befriend the four girls, the closer Natalie, Joanne, Laura, and Sarah had bonded together, shutting Lily out. So, when her brothers were off making the ladies swoon with their Potter charm her third year, Lily was at a loss how to approach the slightly intimidating group.

Third year was also the year where she became such close friends with Matt. They'd been paired for a practical Defense Against the Dark Arts class. Needless to say, she felt guilty when she had to take him to the hospital wing, and their friendship grew from there.

Lily's train of thought was disrupted when a new arrival to the girls sauntered up to their spot at the table. Her brow furrowed slightly when she remembered the encounter previously this morning.

With a hand on Natalie's thin shoulder, Caleb Schellden had all four girls looking up at him and his devilish smirk. His attentions seemed to be focused on Joanne; she accordingly turned her head in a manner that all of her long blonde hair fell over her opposite shoulder, exposing her tan, slender neck. She flashed a demure smile at him, looking at him in an appraising manner that was surely meant to tease. The admiring fifth year boys to their right all shot him looks, poorly masking their jealousy.

Schellden laughed at a comment apparently made by Natalie, and as he turned to reply, his smoldering gray eyes locked directly on hers.

Fighting a blush, Lily snapped her attention away. Embarrassed at having been caught staring, no matter how unintentional her musing had been, she stared at her plate.

She stared at her plate, but it didn't look like hers, not scattered with fruit as it had been before.

Instead, her dish now looked like it could feed five, and then some. Layers of Danish, multiple slices of toast and jam, a portion of scrambled eggs that she didn't even think James could finish, hash, sausages that looked like they'd been assembled into a log cabin…?

Poorly stifled giggles to her left made her turn, mouth agape, to look at Matt.

At the look on her face, he only looked back at her seriously; the only evidence that he was trying to conceal his amusement was the redness of his face.

"Now, Potter, I expect you to eat that all. Your brothers would never forgive me if I let you starve yourself while they were gone."

Lily tried to maintain a straight face only to end up laughing, exasperated. "Matt, you are just so, absolutely, utterly, ridiculous!"

Matt grinned. "I know and you love me for it," he replied cheekily, his smile so wide that his brown eyes were squinted.

"Yeah, lucky for you," she muttered.

He teasingly shoved her again with his shoulder, and giggled when she cautiously took a forkful of eggs.

"Oh, look," Matt said after a pause, fork pointing down the table. "Longbottom's handing out the class schedules."

Lily barely took a glance up. "Oh, that's interesting…" she trailed.

"Oh, right," Matt snorted, "You don't even have to worry about careers, or your future outside of Hogwarts. As long as you're healthy, you'll continue having lines of Quidditch coaches outside the pitch, waiting to sign you the moment you're eligible."

Lily rolled her eyes as she turned to half smile at Matt.

"Aw, Mattie, don't be so put out. I enrolled in most the same courses as you so you wouldn't be bored out of your mind or stuck with anyone… ugh," she finished, shuddering, thinking of the predacious expressions of Natalie's eyes.

He snorted again. "Right, we both know that the reason you're taking the classes you are is so that you won't be bored, not the other way around."

Lily smiled fully this time. "Well," she shrugged, "regardless."

Matt couldn't help but smile back.

"Ah, Dunstan, Potter," came the warm voice of Professor Longbottom, Head of Gryffindor House.

Lily was closely acquainted with him through her parents, which is why he hesitatingly asked after handing she and Matt their schedules, "Now, Lily, are you absolutely sure that professional Quidditch is what you want to do with your life?"

He threw a haphazard glance over his shoulder, before decidedly looking back at her straight expression, "I mean," he paused, "I don't know if you've thought about it, but considering the way you excel at Defense Against the Dark Arts, it would be a shame if-"

"Sorry, Professor, but I'll interrupt you there," she interjected, softening it with a pale smile. "I know that I want to play Quidditch. It's the only thing I really enjoy doing," she said honestly. "Not to say that I don't like Defense- I find that satisfying too- but I've spent my whole life watching how tired and stressed my Dad can be when he returns home from work, and why put myself through that if I can do something I love instead?"

Professor Longbottom's cheeks tinged a slight bit of pink, and he looked a little bristled, but she knew he only thought he was looking out for her.

"Believe me, Professor Longbottom, I've had this conversation many times with my parents already. I know what I'm doing," she finished matter of factly.

He looked a bit flabbergasted. "Well then," he said briskly, shuffling a few of the remaining schedules around in his arms, "That settles that."

He began stepping away to the next knot of students. "Have a nice term, and do Gryffindor proud on the pitch!"

Smiling, and lightly rolling her eyes, she turned back to the table.

Matt whistled lowly at her side. "Blimey, Potter. Handled that rather efficiently, didn't you?"

She only laughed. "It's not a big deal, I know Longbottom, remember?"

"Yeah," he said, but shook his head. "Christ, you have connections."

After examining their schedules to find that they had three hour long free periods, Matt and Lily could only excitedly chat on their way back up to common room. Their first free period was now; Lily had now cheered up upon realizing that she had a potential of three extra hours of sleep a day.

She'd remembered her brothers having free periods, and the jealousy that it ensued, and now she was grateful for her turn. However, although James always had fooled around more during those extra, lesson-free hours, Lily remembered Albus working desperately to finish various Herbology reports and Potions essays on time.

To be honest, Lily fully realized that there probably wasn't much of a need for her to perform well in school at this point; she didn't want to seem arrogant, but she knew that she was good at Quidditch, and a number of scouts had already been in contact with her, even since fifth year.

Lily was also aware that she had a famous mother who'd played Quidditch, and with a last name like hers, her association with a team would certainly raise revenues.

She just wanted to get in on her own merits. She didn't want people to think that she was a dunce that could only fly around on a broomstick. She would try to do as well as she could this year.

Well, try hard to work as minimally as possible. And to get in those extra hours of sleep during those free periods.

Matt and Lily arrived at the common room to start their first free period. It was odd for the room to be so empty; only a small group of seventh year boys (she waved at Justin) joked at a table near the portrait hole, throwing comments over to a few seventh year girls in the corner opposite. A few sixth years were scattered about, but Lily could've cared less; the sofa was unresistingly open, and within the span of a blink she was sprawled across it.

"Typical," Matt stated, sitting in the armchair to her right. "Were you even listening to what I was saying?"

Lily only responded by smiling and closing her eyes.

"Alright, fine, I'll wake you up when we have to leave," sighed Matt. "I'll just… yeah…"

Lily groggily lifted her head up an hour later.

"You know, you didn't have to throw my bag at my head," she complained drowsily, frowning up at an amused Matt.

"Oh, it was completely necessary," he said, grabbing her outstretched hand and tugging her to her feet. With a shake of his blonde head, they made their way to the portrait hole.

The common room was slowly thinning out as the other students were leaving for their first lesson. Lily sighed; Potions and Charms today.

Matt frowned. "I hate school," he said, voicing her thoughts.

"I know," she groaned as they slowly walked towards the portrait hole.

"Excuse me," came a frosty voice from behind them. They looked behind them to see Shannon Avery brush between them, knocking their shoulders. They watched her haughty stride to and out the portrait hole before carrying on.

"You know," Lily said, "I never really liked her much."

Matt only hummed next to her as the clambered out of the portrait hold into the busy hall.

She thought again of the snooty look in Avery's eyes. "She just thinks she's so much better than everyone. I can't stand it."

She only heard Matt sigh wistfully next to her. Eyebrow raised, she turned to look at his slightly dazed countenance.

Noticing her look, Matt quickly glanced away, a hint of pink at his cheekbone.

"Yeah," he said, staring into the distance, "but she has a really nice arse."

~-~

the album Inside In/ Inside Out by The Kooks

AN: so there you go! Hopefully a little interesting... So I realize it might seem like I'm throwing guys at you left and right, but I need to introduce these characters... they'll be important coming up. And, Lily really hangs out with guys, mostly, so I suppose that if you're thinking wow she gets around, keep that in mind.

review, please! I'd really appreciate the feedback.

next chapter: Quidditch tryouts... hm.....