Well,this ismy first ever Harry Potter fic! I got this idea while reading the fifth book, Order of the Pheonix, for the fourth time. The first part (the italics and dialogue between Harry and Snape) was taken from the chapter 'Snape's Worst Memory' so I do not claim it. The rest is mine. Please, review and tell me what you think.

A/N from the future: This was inspired before I read the last 2 books in the series, so while I suspected (or took a creative liberty and assumed) that something went one between Snape and Lily, mutual or not, I didn't know the whole story in terms of how deep Snape's love was for her. I apologise if this messes with the characterisation a little.

"Leave him ALONE!"

James and Sirius looked round. James's free hand immediately jumped to his hair.

It was one of the girls from the lake edge. She had thick, dark red hair that fell to her shoulders, and startlingly green almond-shaped eyes. Harry's eyes.

Harry's mother.

"All right, Evans?" said James, and the tone of his voice was suddenly pleasant, deeper, more mature.

"Leave him alone," Lily repeated. She was looking at James with every sign of great dislike. "What's he done to you?"

"Well," said James, appearing to deliberate the point, "it's more the fact that he exists, if you know what I mean…"

Many of the surrounding students laughed, Sirius and Wormtail included, but Lupin, still apparently intent on his book, didn't, and nor did Lily.

"You think you're funny," she said coldly, "but you're just an arrogant, bullying toerag, Potter. Leave him alone."

"I will if you go out with me, Evans." Said James quickly. "Go on… go out with me and I'll never lay a wand on old Snivelly again."

Behind him, the Impediment Jinx was wearing off. Snape was beginning to inch towards his fallen wand, spitting out soapsuds as he crawled.

"I wouldn't go out with you if it was a choice between you and the giant squid," said Lily.

"Bad luck, Prongs," said Sirius briskly, and turned back to Snape. "OI!"

But too late; Snape had directed his wand straight at James; there was a flash of light and a gash appeared on the side of James's face, spattering his robes with blood. James whirled about: a second later, Snape was hanging upside-down in the air, his robes falling over his head to reveal skinny, pallid legs and a pair of greying underpants.

Many people in the small crowd started cheering; Sirius, James and Wormtail roared with laughter.

Lily, whose furious expression had twitched for an instant as though she was going to smile, said, "Let him down!"

"Certainly" said James and he jerked his wand upwards; Snape fell in a crumpled heap on the ground. Disentangling himself from his robes he got quickly to his feet, wand up, but Sirius said "Petrificus Totalus!" and Snape keeled over again, rigid as a board.

"LEAVE HIM ALONE!" Lily shouted. She had her own wand out now. James and Sirius eyed it warily.

"Ah, Evans, don't make me hex you," said James earnestly.

"Take the curse off him then!"

James sighed deeply, then turned to Snape and muttered the counter-curse.

"There you go," he said, as Snape struggled to his feet. "You're lucky Evans was here, Snivellus –"

"I don't need help from filthy little Mudbloods like her!"

Lily blinked.

"Fine," she said coolly. "I won't bother in future. And I'd wash your pants if I were you Snivellus."

In his office present-day Snape approached the Pensieve, rage building in his chest.

"Potter," he spat.

There was another flash of light, and Snape was once again hanging upside-down in the air.

"Who wants to see me take off Snivelly's pants?"

The adult Snape seized Harry's arm as hard as he possibly could. Simply breaking it wouldn't suffice – he wanted to crush it.

"Having fun?"

The two of them rose from the Pensieve back into Snape's grim office.

"So… been enjoying yourself, Potter?" Snape was shaking with rage, but his hold on Harry didn't weaken.

"N-no," the teenager spluttered. Snape's vision blurred. Hatred coursed through his veins, burning jagged holes through his body.

"Amusing man, your father, wasn't he?" Gripping Harry's other arm Snape shook him. Far from easing his anger, watching Harry's body tremor made Snape even more furious. 'Break, Potter. I want you to feel what it's like to be crushed by another human being!' roared through Snape's head. He threw Harry across the room, feeling viciously disappointed when the boy remained conscious.

"You will not repeat what you saw to anybody!" Snape bellowed.

The Potions master's vision focused for a moment on the young man before him. For a split second it wasn't Harry scrambling to his feet, it was James. James, with his ridiculous hair and weak face. James, who had relentlessly made Snape's life hell. Echoes of "Snivelly…Snivelly…Snivelly…" reverberated through his head as he watched Harry get up from the floor.

But when Harry looked up Snape's heart, palpitating with pure loathing skipped a beat. Again, he was no longer looking at Harry, but Lily. Those vivid green eyes stirred old emotions he had buried long ago in the depths of his darkened soul.

'How dare you, Potter," his brain hissed, 'How dare you befoul Lily's eyes with your arrogant, weak face,' Suddenly Snape could no longer bear the sight of him.

"Get out, get out, I don't want to see you in this office ever again!" He screamed, hurling a jar of cockroaches at the Potter boy as he fled the room.

Bitterly disappointed when the jar failed to make contact, Snape stumbled back against his desk, panting heavily. Staring fixedly ahead, he groped his way around the desk to his chair, and sat down.

The anger would not subside. He wanted Potter dead. He had never hated Harry as much as he did now. Snape even found himself hating the Dark Lord for being so incompetent when it came to murdering James and Lily's son.

Lily. Lily was just as much a part of Harry as James was.

Snape glanced over to the Pensieve and watched the shimmering light dance across the walls. So many memories…

Fifteen-year-old Snape was making his way down a deserted corridor to the Slytherin common room one evening after classes, when he heard someone approach behind him. He lowered his head and held his books tighter to his chest as his pace quickened.

"Severus – wait," said a female voice, not unkindly. He slowed for a fraction of a second, before lengthening his stride.

"Severus, please wait!" there was a hint of impatience in her voice now.

Despite himself, he stopped and turned. As an added precaution he plunged his hand into his robes to take hold of his wand.

It was Lily Evans, a girl from his year.

"What do you want?" he demanded.

Lily raised an eyebrow and tossed her head to keep her hair from falling into her face. "I came to ask you a favour." Despite her attempt at defiance, she began to bite her lip nervously.

"A favour? What – run out of victims under the old beech tree?" Incredulity turned to cold sarcasm as Snape turned to walk away.

Lily looked dumbfounded. "What are you talking about?"

He kept walking. She let out a frustrated sigh and pursued him once more.

"I just wanted your help, that's all!" she yelled after him, almost jogging to try and keep up with his long legs.

"Why should I help you?" Snape snarled over his shoulder.

Hurt, Lily stopped once she realised it would be near impossible to catch up with him.

Snape slouched along the grounds after Herbology one sunny afternoon on his way to Potions. He glanced over to a pair of students as he passed.

It was James Potter talking to Lily, the one who had approached him a couple of days before. Snape had a sinking feeling – his suspicions had been right after all. Although he hated himself for it, he couldn't help but be slightly disappointed.

As he was about to enter the castle, Snape watched James reach out to stroke Lily's face. Disgusted, he turned away. A crack like a whip sounded through the grounds and he glanced back once more.

James stood frozen with his hand to his face as Lily stormed off towards the castle, her hair creating a halo of fire around her head.

Snape stood alone in a back row of the Potions class as he tended to his cauldron. Beside him, on the opposite side of the dungeon, Lily was growing impatient with her ingredients. As she reached over the table to grab something, her elbow knocked the text book flying.

Snape watched out the corner of his eye as she huffed and stepped around her cauldron in his direction to collect the book.

"Crush the Sopophorous Bean with the flat side of your dagger – don't cut it," he mumbled when she was within earshot. Her head whipped up and she appeared to have understood him, but still she frowned in puzzlement.

"What?" she whispered. Snape, however, scowled and stirred his potion in silence.

Having wandered the corridors alone for half of lunch, Snape found himself the only student outside Transfiguration when the bell went.

"Severus?" It appeared Lily Evans had also arrived early. He came close to greeting her, but stared atthe floor instead.

"Listen… thanks for that tip in Potions the other day," She said calmly, ignoring his scowl.

"Yeah, well, don't be expecting any more," he snapped. Lily looked a little affronted, but continued talking nonetheless.

"Actually… that's what I've been trying to ask you," she sounded more nervous now, and again began to bite her lip. Snape looked up at her from behind his veil of dark, greasy hair.

"Could you perhaps give me some tutoring? I've noticed you're top of the class at Potions and I seem to be struggling a bit this year." She spoke quickly.

Despite the tiny glow of pride that sprang to life when she mentioned him being top of the class, Snape's lip curled.

"Help you? What do you really want, Evans?" He spat. "Last I checked you were doing fine." He added in an almost triumphant tone.

Her jaw was set as though suppressing a retort, but her eyes had begun to glow.

"That's because I've been sneaking looks at your cauldron while you were working!" she hissed.

Before he could overcome this surprising piece of information and put the scowl back on his face, a crowd of students rounded the corner. Lily smiled and moved off to greet her friend and Snape, his mind buzzing, retreated back against the stony wall in silence.

It was a frozen afternoon at the castle. Snape watched from a tower window as students from all years frolicked about in the fresh snow. Then he saw her – building a snowman with a couple of friends. He watched as the weak December sunlight reflected off every strand of red hair when she moved, shimmering in an almost musical manner. He saw the sparkle of her startling green eyes when she laughed, and the contrast of her pink cheeks against lily-white skin. He had never really appreciated beauty before.

Two green jewels glittered when they met his black ones. Flushing, Snape hurried away from the window.

It was a lazy Sunday afternoon in the castle. Snape sat alone in the library, studying for an upcoming exam. Suddenly the empty chair next to him slid back and Lily appeared on it.

"Hi," she began cheerfully. Snape remained focused on his book. "Studying for your Defence Against the Dark Arts exam, I see?"

"Way to state the obvious," Snape retorted with less malice than he would have liked. "What do you want, Evans?" He growled, spitting out her name like it was poison on his lips.

"My name is Lily," she said coolly, ignoring his attempt to make her uncomfortable. "Just because James Potter and his miscreant friends call me that doesn't mean I like it."

Snape overcame the surge of bitter delight that rose when she said Potter's name with such dislike, and continued to stare at his book. He tried again, only this time without the abrasive edge.

"What is it that you want… Lily?"

"I want you to look at me when we talk." She said quietly. Snape looked up in surprise. She smiled warmly.

"That's better. I'm here to see if you'll consider being my Potions tutor. Or helping me revise for the exam, at least. Even though it's still a long way off," she added, looking pointedly at the exam study he had laid out on the desk.

Snape guessed this was her reason for coming. And he had indeed considered it, numerous times. Before he could talk himself out of it, he agreed.

"All right. I suppose I can give you a hand." He said in his best 'bored' voice. Realising how much he'd let his guard down, he added, "be here next Sunday at three o'clock" in a harsh tone, before standing up and gathering his things. Leaving Lily with a faint smile on her face, Snape exited the library in what he hoped was a haughty silence.

It was Snape's third 'lesson' with Lily. Although she wasn't as bad as she thought (she showed quite an aptitude for it, actually), some extra study and revision was required, after she missed a few lessons earlier in the year due to an unfortunate accident during Transfiguration one day.

Lily was scribbling down some notes while Snape watched beside her. He was meant to be reading over her work and making sure she wasn't making any mistakes, but he couldn't help watching her. She fascinated him. He was transfixed by the way her auburn hair flowed over her shoulders, and the way her eyes glowed when she was mad or excited, and the way she bit her lip when nervous or in deep concentration. After watching her silently for a minute or so he couldn't contain himself any longer.

"Philip Whittaker has been receiving higher marks than me for most of the year." He told her matter-of-factly.

Lily looked up at him and blinked. "So?"

"So why ask me to be your tutor?" He asked her indifferently, fiddling with a corner of his parchment.

Lily squirmed uneasily in her chair. "Because Philip Whittaker would have only one thing on his mind in these circumstances." She swept her hand out in front, indicating the two of them alone, hidden at the back of the library. Snape ignored the blush that began to creep up his neck.

As much as it discomforted him to admit, he started to enjoy her company over the past few weeks. But his insecurity meant he wouldn't rest until he knew why Lily Evans had chosen him to spend her Sunday evenings with.

"But why did you ask me?" He inquired, screwing up his nose at the mention of himself.

"Because I knew you could help me. There's more to potions than being able to follow instructions in a book." She stated simply.

"But I'm-" he wanted to say "unpopular, angry, insecure, ugly…" but he couldn't. When he met Lily's eyes they were observing him not with pity, but kindness.

"I guess living with Muggles teaches you to accept people for who they are." She laughed gently. Now it was Snape's turn to squirm in his seat. He realised she was finding common ground between the two of them, but being a half-blood was Severus Snape's greatest shame and he did not want to talk about it.

Lily's eyes widened. "Severus… have I offended you?"

He shook his head. "No, you haven't."

He did not need to tell her to drop the subject; Lily had the sense to figure it out for herself. She let him sit in silence for the rest of the lesson while she took notes from a library book.

It pained Snape to admit, but he began to enjoy tutoring Lily. He found himself looking forward to Sundays even more than his favourite classes. It was a rare and beautiful thing when another person was willing to spend time with him. Least of all someone as pretty and well liked as Lily Evans.

Even when Lily rose to the top of the class among the likes of himself and Philip Whittaker he did not suggest the tutoring stop.

He did suggest, however, that it stop being 'tutoring' and become 'potions study'.

But those few hours of pleasurable, friendly company once a week did not make up for the remaining hours of bitter loneliness. So when Lucius Malfoy approached him, a pureblood wizard who was known to meddle with the Dark Arts, Snape couldn't help but listen.

"What do you want?" he asked the blonde Slytherin, making his voice as snappy as he dared.

"I hear you have displayed quite a fondness for the Dark Arts," Lucius sneered.

"So?"

"So, I have a proposition for you."

After their exams Lily approached Snape in the Great Hall one morning as he made his way over to the Slytherin table for breakfast.

"Severus!" she called. He stopped and turned, fully aware his new 'friends' were watching.

"How did you go with your exam?" She asked with a friendly grin when she had caught up with him. He sighed and rolled his eyes, determined not to meet her green ones.

"Fine." He responded in a bored voice. Behind them, Lucius and his fellow Slytherins could be heard whispering things like "Why is he talking to her?" and "She's one of those filthy Mudbloods,"

Lily ignored them. A frown creased her brow. "Are you hanging around with them?" she demanded, pointing to Lucius and company with a disgusted expression.

"So what if I am?" Snape replied defensively.

"Oh, I thought you were better than them, that's all." She answered sarcastically. She couldn't hide the hurt in her eyes, though. Lucius, provoked by the others, raised his voice so she could hear the horrible things they were saying about her.

"Obviously I was wrong." She added quietly.

"Are you gonna let her talk to you like that?" Lucius hissed. "Hex her!"

Snape rose his wand, but couldn't bring himself to use it against her. Instead he watched as the one person who truly cared about him walked away, glancing back once more to reveal tear-filled eyes.

Snape stopped going to the library on Sunday evenings. He had other commitments now. But he happened to be passing by the Sunday after their encounter in the Great Hall, and was surprised to see Lily emerge.

He watched as she stormed out, frantically wiping tears from her eyes as she fiercely shoved her Potions notes back into her bag.

With a heavy heart Snape kept walking.

The last time Snape spoke to Lily was that day by the beech tree when he had called her a 'filthy little Mudblood'.

Instead he stood by and watched as she was drawn closer and closer to Potter until, in their seventh year, they became a couple.

Snape felt hatred and betrayal consume him.

Years later on a dark, still night Snape received news that his Master had killed James and Lily Potter, but had failed to kill their son, and in doing so, destroyed himself.

So Lily was dead. "Good. One less Mudblood to bother with." Snape smiled viciously to himself when he heard the news. A small part of him mourned for kind, beautiful Lily, but he was determined to ignore it.

After all, those days spent together in the library were nothing but glimmers of light in the Pensieve.