Herbology had gone more smoothly than Lily anticipated. The Herbology instructor, Professor Sprout, awarded her ten points for answering a particularly difficult question about Devil's Snare. She and Severus stuck to each other like glue, finding a work area as far away from James and Sirius as they could. Lily was disappointed to see that they managed to suck Remus Lupin, a seemingly shy but intelligent boy, into their small group of toerags. She also saw Peter Pettigrew, a lumpy boy with no visible talent, tail after them like a little puppy.

When the bell rang for them to go to Potions, Lily noticed Severus' face light up. His gait was bouncier than usual, and the smile that Lily liked was almost visible on his face. He seemed… eager. Lily had to maintain a light jog to keep up with him.

"Sev – not so fast," she breathed. "My legs aren't as long as yours!"

He turned back to her, a few strands of hair getting caught in his face. She nearly ran into him, but stopped herself just in time. Severus nearly fell backwards when he saw her small hand reaching for him. He flinched as she swept the hair away from his face and smiled up at him.

She skipped a few feet ahead of him, leaving him with the expression of being clubbed over the head. He wasn't walking as smoothly, and he tripped over his own feet a time or two.

"C'mon, Sev! You were in such a hurry a minute ago."

She giggled, the sound drawing a smile out of him.

"R-r-right," he replied, attempting to not stagger as he caught up with her.

They walked in a comfortable silence for a few moments, trying not to be run over by a group of oncoming fifth year Quidditch players. Lily rolled her eyes. She didn't know a lot about Quidditch or the people that played, but from what Severus told her, they were a stupid group of people whose only priority was the pitch. From the looks of the students barreling over unaware people in the hall, Severus was right.

"They have no regard for others, clearly," she thought bitterly.

She was just glad that she could find a friend In Severus – someone who matched her intellectually.

"You know, Sev, I don't know what I'd do without you." She said brightly.

His eyes widened.

"What d'you mean?" He asked, avoiding her gaze.

"Well," she began, avoiding yet another rambunctious Quidditch player. "I wouldn't have any friends, for starters."

He turned away from her, attempting to conceal his small smile.

"You'd make loads of friends, Lily. You're really, really smart! You're not like the others."

His sentence ended bitterly, James Potter surfacing in his thoughts.

"I'm not half as smart as you, Sev. I didn't know anything before I met you!"

"You'll pick it up, I promise! I know you'll be brilliant at Potions," He breathed, picking up speed at the mention of it. "You were a quick learner when we read the books over the Summer."

"Sev, why are you so excited about Potions?" She wondered aloud, trying to match his pace again.

His eyes brightened, nearly dancing with delight.

"Potion making is one of the most necessary skills you can have," he began, still walking ahead of her. "You can brew literally anything imaginable. You can make someone do anything you want… you can get the truth out of anyone, no matter how hard they try to keep it hidden… you can even put a stop in death."

He spoke quietly, but Lily clung to every word.

"You can create luck and even the most excruciating pain imaginable." He turned around, stopping in his tracks, to meet her gaze. "There are love potions so powerful that a person who'd never even crossed your mind could become the reason for your existence."

"In that case, I wouldn't touch anything Snivellus offers you, Evans."

Lily didn't have to turn her head to know who was speaking to her. James Potter's annoying, snarky tones were already more deeply embedded into her memory than she would have liked.

"Then again, I don't even think a love potion could make a bloke like you."

"While you look for that one, maybe you could find one that'll make you less of a dolt!" She retorted.

Her cheeks flushed as red as her hair. Severus plunged his hands inside his robes, searching clumsily for his wand.

"Don't even bother, Snivellus. S'not like you know anything that could do me any serious damage." James snorted, exchanging a smirk with Sirius.

"You'd be surprised at what I know." Severus said, his hands balled into fists and his voice uneven.

"Sev, remember what you promised." Lily warned, recognizing the look on his face.

"Yeah Snivellus, do what Evans says. I guess you always take your orders from bossy little girls." Sirius called.

"Sirius," the boy named Remus cautioned.

Sirius threw Remus a glare, but said nothing else. Lily took Severus's hand, leading him away from the other boys. She spared a last look at James, who was wearing a large grin, laughing amongst his mates - the king with no crown. Severus went with her, but pushed her hand aside after being dragged a few more feet. They were silent the rest of the way to Potions.

There were hardly any students in the room when they arrived, so they took the opportunity and partnered up at the very front of the room. The professor wasn't there yet, so Lily seized the chance to try and restore a bit of Severus's mood.

"Sev, lighten up. They're not worth your time or thoughts," she said gently, taking out her potion book.

"I know that." He spat bitterly, shoving his quills to the edge of his desk.

Lily figured she'd wait for him to cool down a bit before trying again. They sat in silence until students began to pour into the room, all talking excitedly about their days. As she expected, James, Sirius, Remus and the lumpy boy all sat at the same desk. Lily frowned. She considered it a shame that Remus was associating with the likes of them. He was the type of person she could easily befriend.

James was talking animatedly to the group, pointing occasionally in Lily and Severus' direction. She turned away and wondered if it was going to be a repeat of Transfiguration. Just as she began to worry, a loud noise boomed from the other side of the classroom.

"Excuse my tardiness," a loud voice called, its owner obscured by a shelf of ingredients. "I was just with Professor Dumbledore discussing a few things and lost track of time."

A rotund man appeared moments later, and Lily immediately recognized him from the feast. She figured he'd be a good teacher, maybe less strict than others. She hadn't had a view of him, and now she could see that he had a head of balding, straw-colored hair and a large mustache in the same shade. When her guess about McGonagall being strict turned out to be entirely accurate, she knew she'd be right about this one, as well.

"Now, I want to welcome you all to your very first Potions lesson. I am Horace Slughorn; head of Slytherin house."

Lily noted that Severus sat a little straighter when he heard this.

"We'll be starting out with a basic Cure for Boils. Instructions can be found on page five of your textbooks. The student who brews the most satisfactory potion will receive fifteen house points."

When he was met with blank stares, he clapped his hand.

"Come now, come now! You only have another forty minutes to do this. Get started!"

She heard the chair next to her scrape loudly as Severus made a dash for the cupboard before many of the other students even pulled out their books. Lily scanned the page, grateful that she'd done pre-reading with Severus over the Summer. It didn't look difficult – not unlike cooking in the Muggle world.

"Just add ingredients and stir," she thought to herself. "It shouldn't be too bad."

She tossed her hair over her shoulder, stood up, and joined Severus at the cupboards. Before she could reach them, she saw James mocking her out of the corner of her eye. She did nothing to let him see she noticed and began pulling out the necessary ingredients. Severus was focusing intently, so she decided against trying to talk to him.

She reached for a jar of Snake Fangs, knocking over a box of Bezoars in the process. She bent down to pick them up, thankful that her hair hid her face. When she looked up, James's smirking face was right in front of her. She jumped, startled, then allowed him a glare.

"You should watch what you're doing, Evans." He said, not breaking eye contact with her.

"Just leave me alone." She snapped, standing up and shoving the box back into the cupboard.

"Aw, Evans, you're such a swotty stick in the mud. You're no fun!" He complained, smiling all the while.

Her eyes narrowed.

"There are better ways to have fun than teasing me, Potter," She said coolly. "Now, if you don't mind, I'm going to return to my potion."

She felt his eyes burn in the back of her head as she walked back to her desk. She decided she'd forget about the nuisance and concentrate on making the perfect potion. She checked her ingredients to make sure she got everything. Severus was already working diligently, his eyes burning with concentration. Lily consulted her book, frowned, and proceeded with caution.

She measured out six snake fangs and added them to a mortar to be crushed. The pestle felt heavy in her hands as she picked it up, nearly dropping it back to the table. She took all of her pent up rage against James Potter and channeled it into crushing her snake fangs. Within mere moments, they were reduced to powder.

Once she achieved the correct coarseness of snake fang powder, she carefully added four measures of it to her cauldron. She was somewhat bewildered by how easily this was coming to her. Of course, all she'd done was crush a few fangs. Even so, she looked around and saw some students having problems with the simple task. One student's pestle fell from their hands and on to their unaware partner's toes, resulting in a high-pitched shriek and a trip to the hospital wing. Some students didn't bother to crush the fangs at all, their cauldrons hissing violently at them like an angry cat that had just been given fish food.

Throughout the lesson, the instructions never seemed to increase in difficulty. Lily measured correctly, heated the potion at just the right temperature, and brewed what she thought to be a fantastic potion. She'd achieved similar results to Severus, who was looking at his potion like a proud father. The fact that Severus's potion was a shade or two darker than hers was the only discrepancy.

They both finished earlier than everyone else, so Lily looked around to see if anyone else had a similar potion. A few people were adding the final touches, some were sweating profusely while attempting to rectify simple errors, and others had given up completely, looking dejected and unused ingredients back into jars.

Slughorn looked from the book he was reading to a clock above his chair.

"Good gracious, is it that time already? Stop your work!" He called.

All activity around them ceased, and Slughorn stood up, straightening his robes. He went from table to table, giving an approving nod to some students and ignoring others entirely. He was nearly at Lily and Severus's table when her heart started pounding. Her head began to spin with worry as she went through all the possible ways she could have messed up her potion.

She had been certain it was correct; she'd followed the instructions to a tee…. Perhaps she added a snake fang too many? Oh, she just knew she over-heated it the first time. What if she didn't put in enough horned slugs? She wrung her hands together in her lap, her face leeched of color.

Slughorn got to Severus's cauldron, and a broad grin appeared on his face.

"Merlin's beard – have you brewed this potion before, boy?"

Snape flushed, looked down, and shook his head. Slughorn clapped him on the back, his eyes wide with disbelief.

"I have never seen a Cure for Boils this perfect from any fifth year of mine, let alone a first year! Severus Snape, am I correct?"

Snape's face turned a deeper red, and he made a funny jerking motion with his head that Lily could only assume was a nod. He began to sink in his chair, obviously uncomfortable with thirty pairs of eyes staring at him. Slughorn ignored this and moved closer to Lily's cauldron. Fearing that she may faint from the anxiety, she clutched her robes and didn't look at him.

"My, my. Miss… Evans, is it?" He inquired after giving her potion a stir.

Lily timidly looked up at him and nodded, hoping she wasn't in trouble.

"I daresay this is just as brilliant as the young man next to you!"

Color flooded back into her face, and it was all she could do to not sigh in relief.

"This is close," Slughorn declared, taking second glances at their potions. "You know, these are both perfect. Take twenty well-earned points apiece!"

Lily couldn't hide the grin from her face. The bell rang a few moments later, and Slughorn waved his hand in dismissal. She hastily gathered the ingredients to put back in the cupboard, wanting to get a good seat at lunch. She didn't want to be stuck next to Potter outside classes; she could only take him in small doses.

"L-Lily?"

It was the first time she heard Severus speak since the beginning of the lesson, and she gave a start, pulled from her thoughts. Her snake fangs scattered across the table. She frowned, cursing herself for being easily ruffled.

"Yeah, Sev?" she asked distractedly as she swept the fangs back into their jar.

"You… you did really well."

He seemed to be struggling for speech; reaching for the right words he wanted to say. Lily beamed at him.

"It's all thanks to you! You're the one who taught me all about this over the Summer!"

The small smile appeared, and he began to gather up his own ingredients.

"I didn't do any of that – that was all you. You're a natural – I didn't teach you any of that."

There was a note of pride in his voice.

"Well, without you, I would have been completely clueless. We talked about this potion so much, I nearly memorized it. You deserved those points, not me." She replied humbly, stuffing the jars into the cupboard.

"If you would have been in Slytherin - "

"Sev, don't start."

He sighed.

"I know. Sorry. Won't bring it up again." He mumbled.

Lily looked ahead to see who was left in the room. She thanked her lucky stars that James' group was gone.

"He's probably off torturing some other poor, innocent bystander." She thought bitterly.

When she reached the door, she looked back to see Severus lingering behind.

"You coming, Sev?"

He jerked his head up, evidently pulled from a deep thought.

"Y-yeah. I'm coming."

He snatched his bag from his chair and hurried to Lily, nearly tripping over a chair in his rush. She snickered.

"Wait a moment – Evans, Snape." Slughorn's voice came from behind them.

"Yes, Professor?" Lily asked shyly.

"Neither of you have ever made that potion before, you're sure?"

He seemed to be extremely doubtful.

Both Severus and Lily shook their heads.

"No sir." Severus mumbled.

Lily gulped, afraid of saying the wrong thing.

"No, sir, I've never made any type of potion before. You see, I come from a Muggle family."

She turned red when his eyes widened almost comically, as if he'd never heard of such a thing.

"Well, my dear, you have a great deal of magical talent to be a Muggle born!"

Lily must have looked shocked, because he quickly added,

"No, no – please don't think of me as partial to purebloods – I'm merely shocked that someone who has not constantly been exposed to magic create such a potion! As I said, you did beautifully – better than any first year I've ever taught."

Lily blushed, her eyes trained on her feet.

"You as well, my boy. You'll both go far."

It was Severus's turn to stare at his feet, though Slughorn's words of praise were nice to hear.

"T-thank you, sir." He muttered at the ground.

"Well, you'd best be off to lunch."

Severus ambled out, clutching his bag tightly against his chest.

"And Miss Evans?" he added, just as she was nearly out the door.

"Yes?"

"I get a group of students together on occasion – a dinner party, if you will. Would you be interested in attending one? I'm sure you'd fit right in."

Lily nearly dropped her books in shock.

"O-of course, sir! T-thank you!" she managed to choke out.

He chuckled jovially and his small eyes twinkled.

"I know talent when I see it, and Miss Evans, you have an outrageous amount. Enjoy the rest of your first day."

Slughorn walked back to his desk, returning to the book he was reading from earlier. Lily took this as a sign that she could leave, and walked shakily out of the classroom, her legs reduced to jelly.

"What did he want?" Severus asked, looking worried at how unstable she seemed.

Lily was unsure if she should tell him, so she decided against it.

"Oh, he just wanted to know if I, uh… If I had any magical relatives at all. Let's go to lunch so I can still get a seat as far away from Potter as possible."

She grabbed his hand just as she did before, dragging him along the corridor to the Great Hall. This time he didn't let it go.