Author's Note: Ok, first off, I'm really sorry that I missed last week's update. What happened is that I got bit hard by the SS/HG plot bunny fairy. The result, if you are interested, is posted under my profile under the title 'honeytrap.' I'd love for you guys to check it out and let me know what you think of that one as well, since I'm still trying to decide how to prioritize updates between Honeytrap and Pennines. So tell me which one you like better, and which one you think I should focus on (or if you think I should alternate updates between the two).

Next order of business: there is sexy stuff in this chapter, so proceed with caution!

Thank you to Professor Radar for reviewing the last chapter, and as always thanks for the follows/faves. And an extra special thank you to Relish RedShoes for speedily looking this chapter over last night!

Chapter 13: Beauty & Brains

Back in the Slytherin dorms, Severus and Lily were now lying side by side on top of the bedclothes, snogging furiously. Well, Lily was snogging him furiously, but Severus's mind had started to wander some time ago. He couldn't stop himself from dwelling on the way that Lily had brushed him off last Saturday when he had asked her opinion on Pot & Kettle. He had been preoccupied by it all week. He wanted, badly, to ask her about it, but he also recognized that when a girl had her tongue in your mouth, it was definitely not the proper time to ask her any heartfelt questions. Or any questions at all, really. So he ignored the bothersome little voice in the back of his head, and tried to lose himself in the slide of Lily's eager tongue against his own.

It was a futile effort.

"Lily…" he murmured between kisses. "Lily, wait." He drew back slightly, trying to end the kiss, but Lily simply followed him. He raised his hand up to her shoulder, holding her in place as he turned his head to the side. She took that as a cue to start nuzzling his neck. "Lily!"

She finally pulled back. "What's the matter? Why'd you stop?" she asked breathlessly. Her eyes were glazed over, her cheeks flushed and lips swollen. She looked positively debauched. Why had he stopped again? Oh yeah. He'd gotten it into his thick head that they needed to talk, and he was too bloody-minded to leave well enough alone.

"Nowt's (1) the matter. I just — I want to ask you a question."

She goggled at him. "You want to ask me a question? Now?"

"Sorry — I just — I can't get it out of my head," he mumbled.

She huffed a breath, eyes flicking upward. "Alright then, what's it you want to know?"

"Remember last week? Slug Club?"

She nodded imperceptibly.

"Remember how I asked you afterwards what you thought of the whole Pot & Kettle thing?"

She nodded again and motioned impatiently for him to continue.

"Well, you said 'I agree with you, I suppose,' and then sort of ran off, and every time I've brought it up over the past week, you've changed the subject. What's that all about?"

"Sev —"

He raised his hand. "No, listen, if you disagree with me, just tell me. Don't give me the brush off."

The set of her jaw turned rigid. "Well, it didn't seem like you lot wanted a girl's opinion, anyway," she snapped.

"What the hell is that supposed to mean?" he stammered.

She scoffed. "Oh come off it — it's always like that at Slug Club. You boys talking all over each other about politics like it's some pissing contest…making it clear there's no room for a girl in the conversation."

He opened his mouth to deny it, but then came up short as the memory of last Saturday came to the forefront of his mind. He flushed with shame. Maybe she wasn't completely off base, after all. "Is — is that how you really feel?" he asked softly.

She was silent for a long moment, then sighed. "Yes, I do," she said quietly. "But…that's not the real reason I've been avoiding the subject."

"Then what the hell is it?" he snapped. He was getting tired of her mind games.

Lily bit her lip, slanting her eyes down. "The truth is, I'm not sure that I fully understand what all you were talking about. And I — I didn't want to say something that would make me look stupid in front of you."

"You make me look stupid all the time when it comes to schooling me on feminism," he pointed out.

"No listen. You — you think I'm smart —"

"— You are smart —"

"— You think I'm smart," she repeated, "and I like that you think I'm smart. I like that you're interested in smart girls, that you like me for my brain. But you have to understand, Sev, you're brilliant. And I love that about you, but it also makes me insecure. God, sometimes I catch myself running through what I'm going to say in my head first, before I say it out loud. It's — it's exhausting!" He jumped as she slammed the bed with the palm of her hand.

"You don't have to do that!"

The fight suddenly left her eyes. "I know. I know I'm being ridiculous. But Sev, I'm scared you're going to realize I'm not as smart as you think I am. That I'm not smart enough for you," she admitted.

Severus was quiet for a long moment. Lily was afraid that she wasn't smart enough for him? He suppressed the urge to smile. The very idea that Lily, of all people, could feel insecure in relation to him. He couldn't help it — he was deeply flattered. But he came back down to Earth at the miserable look on Lily's face. He rushed to reassure her. "I know how you feel. I — I feel the same way, sometimes."

Lily's jaw dropped. "What? Sev, but you're so much smarter than me, how could you possibly —"

Severus brought a finger to Lily's lips, and she immediately fell silent. "You're so beautiful, it's intimidating," he said in complete earnestness. He held her gaze for a long moment, swiftly entering her mind and projecting his insecurity to her, so that she would have no doubt that he was being truthful. At her soft gasp, he averted his eyes, the excruciating vulnerability of baring his insecurities to her becoming too much for him to stand. "I mean, I know it's superficial, and probably breaking some feminist rule or other, but sometimes I look at you and I wonder: what is such a pretty girl doing talking to me?"

When he looked back up at her, there were tears in her eyes. "You've — you've never called me beautiful before. Actually, you never comment on my appearance at all," she said in a small voice, and there was that miserable look on her face again.

Was she really so insecure about herself? He suddenly felt bad for holding out on her. Weren't blokes supposed to tell their girlfriends how beautiful they were?

He sighed. "I know."

"Why is that?" she asked him, her brow furrowed.

"Partly because I don't want to come off as superficial. I don't want you to think I'm only interested in you because of what you look like," he explained slowly.

It was the truth. Complimenting a feminist on her looks was like navigating a minefield. All he had wanted to do was to make her feel that he respected her as a person — as his equal. But in doing that, he had forgotten that at the core of the outspoken feminist lived an insecure teenage girl who just wanted to know that her boyfriend thought she was pretty.

Lily wiped her eyes with her hand and nudged him on the shoulder. "And?"

"And what?"

"What's the other part of it?" she pressed.

He dropped his eyes to the bedspread, studying the weave intensely in the low light. "It's stupid. You're going to laugh at me," he mumbled.

"I won't laugh." She raised her right hand in the air. "Promise."

His eyes didn't stray from the bedspread as he spoke. "I'm scared that one day you're going to wake up and realize that you're extremely good looking and decide that you can do better than me. And I know it's silly, but part of me reckons that if I compliment your looks, you'll only come to realize it sooner."

Blast her, she did laugh. But it was a kind-hearted, melodious sort of tinkling laugh. "Oh Sev, I already know that I'm really good looking. I'm not blind." Right. Of course, everyone with eyes would know that Lily Evans was good looking. Including Lily Evans.

"You're also in no danger whatsoever of being too modest," he grumbled.

"No, but seriously, Sev. I know I'm sort of a catch." She rolled on top of him, reaching for his arms and wrapping them around her waist. Then, she took his face between her hands and looked him directly in the eye. Their faces were so close that their noses nearly touched. "But, I want to be caught by you. You're the one who makes me ache between my legs," she said, rolling her hips against his in a way that made him harden instantly beneath her. "You're the one I think about when I touch myself at night." Severus lunged upward, capturing her lips with his own in a bruising kiss.

"I thought you wanted to talk?"

"We're done talking," he mumbled into her mouth.

He rolled her over so that she was on her back, with him laying on his side next to her, his weight supported on his right elbow. He leaned in to kiss her again, his free hand coming to rest on her slender waist. He drew little circles there over the silky fabric of her blouse and felt her shiver. She threw her head back, and he dipped down, pressing sloppy kisses down the column of her neck, the hollow of her throat. He felt her hand on his, guiding it up the smooth expanse of her front, until his fingers met the edge of something round and firm. She let go of him then, and his hand coasted up the side of it, instinctively palming her breast. She moaned low in her throat and pushed herself further into his hand. He ghosted a thumb over the centre of her breast and felt the flesh there pucker and harden instantly. The satin of her shirt was so thin that he could feel the little bumps and ridges of her nipple through it. She gasped. He did it again. She whimpered. He did it again. Her hands came up to her chest, and he froze, sure that she was going to push him away.

But she didn't push him away. Instead, her nimble fingers first untied that ghastly bow, then started working the buttons of her blouse, popping them one by one, then finally reached down to untuck the whole thing from her denims. When she was done, the blouse gaped in the middle, revealing the secret that that ridiculous bow had hidden so well — she wasn't wearing a bra (good God, why wasn't she wearing a bra?).

Fucking hell, those were her tits, then, right there in front of his face. Well. He hadn't been expecting that.

He recovered well enough for a boy his age who has just unexpectedly been confronted with his first set of real live tits. Right. First order of business, Snape: eyes up. He reluctantly raised his eyes and the expression on her face stole his breath away — she was regarding him with such naked (no pun intended) vulnerability, such tender trust. This was his girl, and she was revealing her beautiful body to him in the utmost love — and god, when did he get to be such a fucking sap? This was his girl, and she was showing him her tits, and he had better not fuck it up or else she'd slap him and put those lovely titties away, and wouldn't that be a crime?

So he reached out a tentative hand and — easy does it, Snape, don't startle them now — brushed the backs of his knuckles against her far left collarbone. "You are so beautiful," he told her tits, because it sounded like the right thing to say in that moment, and she probably graced him with a small smile, but he wouldn't know, because his eyes had lost the battle with his dick and slipped back down from her face again. She hadn't slapped him yet, so maybe she didn't mind too much that he was ogling her the way Crabbe and Goyle ogled the Hogwarts Express food trolley on the first of September every year.

He trailed the back of his hand lower — gently now! — down toward where his eyes were unfortunately glued, and felt her flesh break out in goose pimples as he went. When he reached the dip and swell of her breast, he turned his hand around, and inched it closed, until he was cupping her fully in the palm of his hand. He could see her rosy little nipple just peeking out, poking the sensitive flesh at the join of his thumb and forefinger. The feel of it made his dick throb deliciously in his pants.

He groaned. "Oh God, I can't believe I'm touching your tits," he said, his voice echoing in the dead silence of the canopied bed, then immediately dropped his head onto her shoulder. He felt the blush rising up the back of his neck, turning his cheeks unbearably hot. "Fuck, I didn't mean to say that out loud," he murmured into the dip of her collarbone. She giggled, and he felt her hot little tit jiggle in time with her mirth, where it was still cupped within his left hand.

That giggle turned into a throaty moan when the jiggling motion rubbed her nipple back and forth against his palm. He rubbed his palm in wider circles, but suddenly she winced. "Ow. It's chafing."

"S-sorry," he muttered, stilling his hand. He wished he'd known that she was planning to show him her tits today, because he would have made sure to read up on what exactly he was meant to do with them. (Apart from staring at them like a dunderhead).

"L-lick your hand and try that again." He licked his palm, feeling like a right old idiot, but it was worth it when he returned his open hand to her breast, repeating the light circling motion on her nipple. It grew even harder and she was panting and sighing non-stop now. His eyes drifted over to the right. Fuck, how he wanted to take that dusky little peak into his mouth and suck.

He started kissing down her neck, working his way down to give her some time to get used to his mouth in that area. He kissed the inside of her breast and she arched her back, practically presenting the tip of it to his mouth. He cautiously extended his tongue, sweeping it in a wide arc around the whole dusky point of her breast. She whined, and he felt a hand grip the back of his neck, clasping his mouth to her breast.

"Don't stop," she gasped. "Feels good."

He closed his mouth around her tit, sucking on it gently, flicking with the tip of his tongue, swirling, laving, everything he could think of. It all seemed to be to her liking, because she was making noises he hadn't thought her capable of, whining like this was hurting her, almost, except he knew by the pressure on the back of his head that it definitely wasn't.

"Keep — keep moving your hand…on the other…one…." she managed to get out between gasping breaths. In his eagerness, he had focused all of his attention on her left breast, and forgotten to keep moving his hand on her right. He rectified that immediately. The simultaneous attention to both breasts seemed to lose her whatever control she had had before, because now she started to writhe on the bed, her narrow hips humping the empty air desperately. Her little whimpers had him hard as a brick in his keks (2), and it was getting really quite uncomfortable, but he didn't dare stop to adjust himself.

He couldn't believe how sensitive she was. Certainly his own nipples wouldn't reduce him to a gibbering mess like this. Finally, after what seemed like hours, she seemed to have had enough. The hand on the back of his neck pinched him, and her other arm came up, knocking his left hand away from her breast.

He pulled his mouth off of her with a soft pop. A thread of saliva trailed from his mouth down to her nipple, glistening in the low wand light. "What's the matter," he asked, alarmed. "Did — did I hurt you?"

"No I just — I can't take anymore. It's too much." Her hips were still undulating, seemingly of their own accord.

She started to button up her shirt. He was about to point out the little sheer circles on her blouse that her saliva slickened nipples had left on her blouse, but thought better of it. A moment later, they were covered up by that ghastly bow, anyway. He was sad to see her tits covered up again, of course, but his knut, where it sat in his pocket, had yet to vibrate, so they could still sit and talk awhile. He was content enough just to have her to himself.

But she appeared to have other ideas, tucking her shirt in and moving to climb off of the bed.

He caught her wrist, his heart fluttering in panic (and wasn't that just pathetic). "Where are you off to so soon? We've still got time."

"I — I have to go," she said, not meeting his eyes. She was occluding, though still radiating embarrassment. So…she was hiding something. Something…embarrassing?

"Why? What have you got to do right now that's so important?" he asked, annoyed. This was supposed to be their time. Alone. Together.

"I —" She bit her lip, flushing crimson. "Don't make fun, but, you've got me so worked up that I — I need to go back to my room and — and finish the job."

Finish the job? What did she — OH. Oh My God. Finish the job. That meant — she meant. Oh holy hell. She couldn't mean that, could she?

His stunned silence caused her to raise her free hand, covering her face in mortification.

"Lily, you can't just say things like that."

"Why — why not?" she mumbled from between her fingers.

"Because how the hell am I supposed to just sit here 20 minutes from now, knowing that you're across the castle, frigging yourself —"

"Don't — don't call it that!"

"— fine, touching yourself — without…without going crazy from arousal!"

She peeked at him from between her fingers. "You — you think it's — sexy?"

"That I got you so worked up sucking on your tits that you have to go back to your room and frig — sorry, touch — yourself? Yes, I think it's fucking sexy as hell. Twenty minutes from now, I'm going to be having a wank thinking about you having yourself a wank."

Finally, her eyes fully met his own, a tentative smile lighting up her face. "R-really?"

"Hells, yes."

"I — I'd like that," she said softly.

He had a sudden stroke of brilliant inspiration. "You know…maybe we could use those mirrors…"

"Don't push it."

(1) - Local slang for 'nothing'.

(2) - Local slang for trousers.

Author's Note 2: Thanks for reading, and please review! Also, I am desperately looking for a Brit-picker, so if anyone is interested, please message me!