An icy draft chilled Lily Evans as she walked down the stone steps of the Hogwarts dungeons.

What am I doing down here? She thought to herself. Her left hand guided her along the cold, damp walls, as her right rested inside the pocket of her robes, clutching a crumpled piece of parchment.

She took out the disheveled paper and unfolded it, flattening the creases with her palm.

Meet me at midnight in the old potions room. -Sirius was scrawled in untidy handwriting in the middle of the page.

Lily had been folding and unfolding the torn bit of parchment all night. She had consulted it over and over, as though it had the answers to the questions that had been swimming around in her mind all year.

Her footsteps echoed and reverberated around the walls in the eerie glow of the torches that lit the drafty halls. She looked carefully around a corner, holding her breath. Nothing. She continued down the dank corridor, treading through a puddle that had collected from a leak in the ceiling. The drip.drip.drip.followed her through the hallway, as she nervously stood outside the old potions room, which had not been used in years, due to the fact that the corridor in which she stood was becoming slightly disheveled, as the coarse stone walls were cracking and wearing away, much of which were covered in a thick furry green growth, caused by the leaking water.

Lily balanced on the balls of her feet, looking around the musty corridor, feeling as anxious and apprehensive as she was sure she could possibly ever feel. Suddenly, someone grabbed her waist and whispered in her ear. Repressing the urge to scream, she jumped, and swung around with a quick intake of breath.

She found herself face to face with a 17 year old Sirius Black, whos harsh grey eyes burned deep into hers, while his strong hands firmly clasped her upper arms. The corners of her mouth extended into the tiniest hint of a smile, which immediately fell as guilt took over her.

"What do you want Sirius?" she asked him, trying hard not to avoid those eyes, though she desperately wanted to look away. They were powerful, startling.somehow she felt sure that he could read her every thought when he looked at her with those eyes. She removed his right hand from her arm, and felt the left follow suit automatically. In the single instant that her hand lingered on his, she felt a surge of electricity pulse through her veins, as her body tingled and she found herself feeling short of breath. She realized she was beginning to sweat.

"You know what I want," he replied piercingly, and she wasn't sure whether he meant it satirically or not.

Indeed, she did know what he wanted. Sirius had innocently slipped the parchment into Lily's pocket during transfiguration, where she had found it later. She knew she shouldn't be here. Not in the middle of the night, when she was supposed to be in bed, nor when she was supposed to be dating James. But curiosity had gotten the best of her, and as she had sneaked out of Gryffindor tower after her friends had all gone to bed, she had consoled her guilty conscience with the thought that she was simply find out what it was he wanted, and then return. But she knew different, really.

"Don't give me that suave, seductive nonsense, Sirius. It may work on other girls, but it won't work on me. Is there something that you wanted to tell me, or did I just waste my time coming down here at all hours of the night?" she shot back.

He looked at her with those eyes that she felt could penetrate her soul.she felt the warmth of his hands hovering near her hips, though not touching them. She shivered slightly as he continued to stare her down.

"I just wanted to talk to you," he said. Then, noticing her shiver, "are you cold? C'mon, let's go inside. It's safer in here anyway."

The old door to the unused potions classroom gave a loud and eerie creak as Sirius pulled it open, and Lily wondered if someone hadn't heard. Giving the corridor a final sweep with her eyes, she followed Sirius into the classroom.

**

The old potions classroom was in a state of utter disarray since its last occupants had seen it, and every inch was covered in a thick layer of dust. Broken glass littered the shelves, and what was left of three dilapidated desks sat in a corner.

Whispering, Sirius conjured chairs for Lily and himself, grinning down at her as she sat down. He ran his vision over every inch of her as she looked around the room, his eyes stalling upon her long hair which blushed the deepest shade of red, her seductively shaped lips, and her exquisitely formed figure, finally resting upon her almond shaped eyes, colored a startling emerald with tiny flecks of gold. No one knew this face as Sirius did. He had studied it. He knew the way that she twirled a strand of her long hair around her finger when she was bored, the way her eyes never left their subject when she was in conversation, and the way she bit her lip when she was nervous, which she was doing right now.

He ran his fingers through his hair out of habit, and then rested his hand upon hers. He felt her go weak at his touch, although you would never have known it by looking at her. Sirius knew that he could have any girl in the 6th year - but there was only one that he wanted, and it was because she was the only one that he couldn't have, which made him all the more determined to get her.

Lily watched as Sirius ran his fingers through his messy black hair, which somehow always fell perfectly into place on its own. She felt his eyes passing over her body and she pretended not to notice. Shifting in her seat, she looked around the unused classroom so that she wouldn't have to look into those eyes.

Suddenly, he rested his hand upon hers, and it felt as though every emotion she had ever felt was surging through her at full speed, resting in her stomach, and fluttering around in excitement.

"Listen, I've already told you.I've got James," she offered weakly, more to remind herself than to inform Sirius.

But she knew that she felt things for him that she could never feel for James. She could never feel that uncontrollable passion she felt when he looked at her, or that wave of emotion that always seemed to surge through her when he touched her hand. Her mind screamed for her to get up and leave before anything happened, but she knew that her body would refuse.

As Sirius leaned in to place his lips to hers, she felt her head tilt automatically, and she did not resist. His lips lingered upon hers for seconds, before she felt his tongue sweeping over her bottom lip, gaining entry to her mouth. Their tongues met, and she felt a deep wave of senselessness as he leaned in to deepen the kiss. Lily's thoughts immediately fell upon James, and a wave of guilt surged through her.

"What's the matter?" he asked, as she pushed him away, forcing herself to meet his intense gaze.

"This isn't right.I shouldn't be here.we shouldn't be doing.this," she replied as she stared desperately at him.

Sirius gently placed his thumb on her lip, resting it there, willing that perfect mouth to open and let him in again. "Listen, I know that I want you so badly right now I can hardly control myself.and I know that you want me too. And I also know that this feels right, right now, and that's all I'm concerned with, and that's all you should be concerned with as well."

Lily began to bite her lip, but feeling his finger resting there, she retreated. Looking at him, his handsome face, shaped by his deep black hair and intense features, and the hint of stubble on his chin, and feeling her heart pounding in her throat and her stomach swimming around in madness, she knew she could resist the urges that she so wanted to give into no longer.

As Sirius went in to kiss her again, all thoughts of James were displaced from her mind.

She felt his hands, warm and calloused from quidditch, slowly and carefully moving down her waist to her hips, as though their intention was to keep from alarming her and causing her to withdraw again. He playfully bit, sucked and licked her lips, slowly moving from her mouth down to her neck. She was startled to hear herself utter a soft moan.

Sirius' hands slowly found their way back up her body and underneath her shirt, where his hands rested on her bare breasts. He carefully caressed them, cupping them in his strong hands. He smiled as Lily let out an involuntary moan, and he rubbed her breasts more vigorously, while slowly beginning to remove her shirt with the other hand.

He felt no resistance, and knew that Lily was all his, and that she would now allow him to take her, and he was going to. He became more aggressive, knowing that she would not withdraw, simultaneously pulling off her shirt, and edging their bodies onto the floor.

Lily let out a startled gasp as her bare back touched the icy dungeon floor. Sirius tossed her shirt aside, and feeling awkward, she pulled at the bottom of his shirt, so that she wouldn't be the only one who was half naked in a classroom in the dungeons. Sirius stared into her eyes, and then she felt his gaze move to her breasts. Feeling uncomfortable, she shifted slightly, involuntarily baring her back to a new, cold section of the floor. Sirius pressed his warm body to hers, so that her breasts were pressed flat to his chest. He stared into her eyes for a moment, before playfully biting her lip, and drawing her into a new kiss. She felt his tongue swimming around inside her mouth and her whole body trembled with pleasure and expectation.

As he moved his hands down the side of her body, they came to rest along the waistline of her jeans. He slowly unbuttoned them, and after wriggling out of them, she did the same and began to unbutton his. As she removed them, she felt the hardness through his boxers, and her pulse surged. Sirius roughly pressed his body onto hers, and his hands played with the edge of her underwear. His body was pressed so close that Lily could feel the pounding of his heart against hers, and the hardness in his shorts pressed upon her leg, sending a wave of pleasure through her nerves and down her spine. As his lips once again strayed from her mouth to her neck, Lily heard him breathily gasp "I want you," and as she tried to respond, she found she could hardly manage a word, but whispered "take me, Sirius."

His hands finally breached her underwear; he removed them and moved his body down. Lily let out a moan as she felt his tongue inside her. Her hands gripped his shoulders and she felt her back arch in pleasure until she couldn't take it anymore. A low moan escaped her lips and she began to tremble with indescribable bliss.

Sirius rose back up, smiling at her. Lily's hand found the waistband of his boxers and slid underneath them, stroking him quickly and aggressively. She was pleased to hear him utter a moan of pleasure and longing for her. His eyes were closed tight, and as she worked him below, she planted long, sucking kisses on his shoulders and neck.

She removed his boxers and as he made to enter her, he promised her it wouldn't hurt. It did, but she didn't say anything. Squeezing her eyes tight, she cringed every time he thrust himself into her. The pain increased with each reentering, until she didn't think she could take it anymore, until she almost pushed him away, until.the throbbing pain within her suddenly turned into pleasure. "Oh," a moan flew from her lips, as she looked up at Sirius, whos whole body was sweaty, his face screwed up in ecstasy. Her delicate hands reached out for his back, and as he pressed himself upon her, over and over, she held onto him.for warmth, for strength, for something real.

Sirius began to thrust himself within her faster, harder - she moaned, heard him do the same.he was expelling soft grunts every so often, and her breathing was becoming quicker. She placed a single kiss on his forehead as they both came, clinging to one another for support, their perspiring bodies melded into one.

Lily exhaled deeply, as Sirius' head rested upon her chest - the rest of him still lie within her. She swept back his dark hair, dripping with sweat, from his face, smiling. She could feel his breath, first fast and exuberant, now growing more steady and calm, warm on her breasts. She lay there in silent ecstasy, until finally Sirius lifted up his head and stared at her, penetrating into her with those deep, gray eyes.

THE END.