A/N: I edited this chapter in order to add much needed length and dialogue. Let me know what you think.

Lily and James had been dating for a while, and recently things were getting a little heavier than usual.

Lily was still getting over the fact that she could admit that she liked James, let alone be completely head-over-heels for him.

"How did we get this way?" Lily asked him after a particularly passionate kiss. "Didn't I used to call you a bullying toe-rag?"

"You did. Oh, by the way, did you ever snog the giant squid?"

Lily laughed at this recollection. They had done a complete 180. They messed around whenever they could, in dark corners of the common room when no one was around or in the hallways when they were supposed to be on duty. But now things were getting serious. Right in the middle of deep, passionate kissing, James would suddenly stop and gaze into Lily's eyes with such intensity, and with that cocky grin of his that she knew exactly what he wanted. She knew she loved James, and she definitely liked the direction things were going.

As the months passed, Lily and James went farther than they had before. They were sitting together on James's four-poster bed, kissing with everything they had. Conveniently, everyone else was out of the dormitory, and was not due back for some time. James pressed his entire hand against Lily's back, drawing her slender body as close to him as possible, while his other hand squeezed her thigh. Lily ran her fingers through his silky black hair and wrapped her arm tightly around him. That is, until he slid his hand a little further up her thigh. She reached under his shirt and ran her fingernails from his shoulder blades all the way down to his belt and moaned quietly.

Suddenly, James ran his hand all the way up between Lily's legs and under her skirt. She inhaled sharply and closed her eyes, immediately curling around him and scratching her long nails down his toned back even harder.

"I've been waiting for you to do that," Lily sighed.

James raised his eyebrows in surprise.

"Well, if I'd have known that I would've done it a long time ago."

He rubbed the tips of his fingers across the seam of her knickers gently, gradually increasing the pressure and causing Lily's breathing to grow heavy and uneven. He could already feel her getting wet, even through her underwear. James leaned forward, eventually pressing Lily into the soft bed. James laid on top of her, pressing his full weight into her, getting closer then they ever could just holding each other. Lily instinctively rocked her hips against James's and wrapped her arms around his back.

"Are you sure you've never done this before?" James questioned. She seemed to know exactly what she was doing. He was already unbelievably hard.

"Positive. Have you?" Lily furrowed her brow and paused, waiting for an answer.

"No. I haven't,"James admitted softly. Now it was Lily's turn to be surprised.

"Really?"

"Really. Only with you."

James smiled his classic cocky grin known to drive women wild. It worked. Lily slid off James's shirt to get a better feel of his bare back, and ran her nails across it, hard. James arched his back and moaned slightly, growing even harder. Lily noticed the growing bulge in his pants and pressed the heel of her palm against him to bring him even closer to her. James sat up long enough to unbutton Lily's blouse, slowly, tormenting her with his patience, causing her to whimper in protest. She wanted her shirt off as quickly as possible so they could meld back together and feel as much skin in contact as possible.James tossed the shirt to the floor and ran his fingertips along her sides, giving her chills. Lily looked down at her bra and then up at James. He gave her a puzzled look, and she nodded at her bra. Understanding, he quickly unlatched her bra and dropped it on the floor. He marveled at her perfect breasts before lightly cupping and squeezing them. To return the favor, Lily gyrated her hips harder against him and pulled him down to her, running her fingers through his hair and kissing him hard.

James continued to stroke her inner thighs, but he became frustrated with the piece of cloth separating him from the wet warmth surely awaiting him. He raised himself off of her just long enough to tug down her skirt and then gently and slowly remove her panties. He sat back and stared awestruck at the gorgeous body lying before him.

"You're absolutely beautiful," he managed to whisper. Lily smiled.

"You're not too bad yourself," she said taking in his toned body. Quidditch had certainly made him lean and muscular.

She sighed with anticipation and gave a slight nod to encourage him to go on. He slid his hand up her thigh and massaged it tenderly before increasing the pressure to make her moan. She arched her back and gripped his shoulders, pressing him to her, kissing him wherever she could between gasped breaths.

"Just slide in," Lily moaned with her eyes closed, longing for direct contact. But James had no intention of letting her have it so easily. Now that he knew she wanted it, he teased her until she was begging. Finally,he slid one finger easily into her and pressed hard against the inside of her, eliciting a longing moan. He curled his finger inside her, pressing hard,then caressing her. He slid out and stroked her clit until she shuddered.

Without warning, Lily pushed James off of her and smirked seductively. Before he knew what was going on, they had switched positions and Lily was on him unbuckling his belt. By the time his pants and boxers hit the floor, Lily had straddled James's thigh, and was rocking her hips back and forthwhile biting her lower lip. She looked him over, from his head to where her knee met his upper thigh. She had to admit, she was impressed. She gently leaned forward and stroked a single finger down the center of his stomach all the way to his swollen groin. James trembled and moaned slightly, tightening his muscles. He couldn't believe the girl he had loved for years was finally doing things he had only dreamed about. Lily lowered herself over him and carefully traced the same path with her tongue.