Lily woke with a start. The full moon sent bright moonlight into her room. She sat up, looking around. The lights flickered on in the Common Room. She glanced at her clock. It was four in the morning. Slipping out of bed, she crept to the door. Opening the door a crack, she peeked out. James sat on the couch, his head buried in his hands. After a moment's hesitation, she opened the door wider and slipped out of her room. He looked up at her footsteps. His eyes were red from lack of sleep and his face was full of worry.

"What happened, James?" she asked, sitting next to him. He just shook his head, not looking at her. "James," she said, touching his arm. He looked up at her, his beautiful hazel eyes rimmed in red. Close up, she could tell he had been crying. She had never seen him cry. "Please tell me." He sighed, leaning back. He closed his eyes.

"I was worried about you. You've only just gotten out of the Hospital Wing and my mind wasn't on the task ahead. Moony needs us, Lils. It makes it so much more bearable for him. Sirius could tell that I wasn't paying attention. We got in a row. A huge row. And I deserved it. But then he started in on you and I had had it."

"You shouldn't fight over me, James. I'm just a girl. Best friends shouldn't fight over girls," she said, quietly.

"You're not just any girl, Lily," he said, looking her straight in the eyes. "I love you." Her heart skipped a beat and then went into overdrive. She had been waiting to hear those words for a long time.

"I love you too, James," she whispered.

His lips were on hers before she could say another word. The kiss was full of love, the earlier feelings of hurt and sadness completely gone. Her hands locked behind his neck. One of his threaded into her thick hair, the other going to her waist. He leaned her back against the armrest of the couch. She didn't resist. Emotions that she didn't know existed ran through her body. She trembled against him.

He deepened the kiss, leaning into her. His hand trailed down her leg, playing over the bare skin there. She trembled at his touch. James pulled away and looked at her. His eyes burned with desire and love and something she had never felt before twisted in her stomach.

"Too fast?" he asked, his voice husky and soft. She shook her head slowly, bringing up a hand to brush away his black hair. His eyes closed at her touch and at that moment, she knew exactly what she wanted.

She wanted him. And she wanted him now.

He leaned down slowly, his lips meeting hers in a gentle kiss. It didn't stay gentle for long. His tongue traced her lips, eliciting a moan from her. He took the opportunity to enter her mouth. Their tongues battled for dominance, but she couldn't find it in her to care which of them won. Just so long as he didn't stop touching her. Her fingers found the edge of his shirt and lifted it, letting her hands trail against his abs. He moaned into her lips and she smiled slightly. She slipped the shirt over his head. "I can't be the only one without clothing," he murmured against her lips. His fingers grasped the edge of her nightdress, pulling it up torturously slow.

Finally it was gone and she was in nothing but her underwear. She blushed, not able to meet his eyes.

"You're beautiful," he whispered, his hand skimmed up her side, brushing against the outside of her breast. She gasped slightly at the contact. His hand slowly slid up, covering her full breast, kneading it gently. Her eyes closed at his touch. And then his hot mouth was there, tracing circles with his tongue. She moaned loudly and he smiled against her skin. James swirled his tongue around her nipple, sucking and grazing it with his teeth. She moaned quietly.

Then he switched, trailing his tongue across the valley between her breasts. He avoided the dark skin of her nipple and traced circles around her breasts, slowly getting smaller as he went. Finally, he took her other nipple in his mouth and pulled on it. Lily arched off the couch, moans escaping her lips. James slowly released her and came back up, his lips capturing hers in a passionate kiss.

Lily whimpered quietly into his lips. She needed him, wanted him. Wrapping a leg around his waist, she pressed her core against him. He moaned loudly and pressed harder. Lily bucked against him and he stiffened, moving away. She whimpered at the loss of his touch. Opening her eyes, she saw him standing before her, breathing heavily.

"If we don't stop now, I won't be able to." his voice was deep and husky with desire as he drank in the sight of her. Lily propped herself up on her elbows and looked at him.

"What if I don't want to stop?"

Those few words were all it took for him to scoop her up and carry her to his bedroom. Her legs wrapped around his waist as he carried her and she grinded against him. James groaned at the sensation and before she knew it, he was on top of her once more, this time, on his bed.

"Now this just isn't fair. You have far too many clothes on." She skimmed her fingers down his chest, raking her nails across his abs. He shivered and kissed her neck, sucking at her pressure point. She gasped and her hands stilled for a moment before resuming their work on his belt. Lily pushed down his pants and he kicked them off. Threading her fingers through his hair, she pulled him back up to meet her lips.

He pressed his hard erection against her and she moaned loudly. Her underwear was soaked and she wanted him now more than ever. He seemed to sense what she was thinking and his lips left hers. He moved slowly south, kissing her collarbone, the valley between her breasts. He trailed is tongue over her stomach, circling her navel. Coming to the edge of her panties, he took the edge in his teeth and tortuously slow, he pulled them down. Lily blushed again and bit her lip. James must have noticed, because he came back up for a soft kiss, whispering, "You're beautiful."

She shivered at his tone and he made his way down her body once more. He took his time, kissing the skin just below her navel, then trailing kisses on both thighs, avoiding the place she wanted him to touch the most. Lily whimpered and he smiled. Gently, he spread her legs. Then he kissed her hair. She gasped at the sensation. Then his tongue was there, swirling around her clit. Grabbing the sheets, she dug her heels into the bed. He sucked at her bud, his tongue pleasuring her in ways she had never expected.

She moaned loudly and then felt his finger enter her. She gasped. He pumped his finger into her, slowly at first. "Faster," she said, panting. He inserted another finger and pumped into her. "You're so tight," he whispered, before swirling his tongue, giving her double the pleasure. It wasn't long before she felt a tightening in her stomach. "James," she gasped, digging her nails into his back, the pleasure overtaking her.

James moved away from her and removed his fingers, coming back up to her lips. "Not yet, Lily," he whispered. He kissed her hungrily and she responded, pressing against him. He moaned and reached down, caressing her. She bucked against his fingers, wanting him. "James, stop teasing me." He groaned at her words and she moved her hands to his waist. She moved them slowly down, causing friction with his enlarged member. He moaned, pressing his head against her shoulder. She pushed them down and he kicked them off.

Lily couldn't help but stare at his erection. It was a lot larger than she had expected. "It's okay to be nervous, Lils." He had looked up and must of understood the look on her face. She looked up at him and smiled shakily. "I love you," he murmured, pressing his forehead against hers. "I know," she whispered. "Is this your first time?" he asked. She nodded, blushing furiously. She looked up at him. "Is it yours?" he shook his head slowly. "I wish it was, though." She looked up at him, confused. "So I could share it with you." She smiled and kissed him softly. "I'm ready."

He nodded and positioned himself at her entrance. She closed her eyes and gripped his shoulders. "I love you, James." And he thrusted into her, breaking the barrier. She cried out, holding onto him. A tear rolled down her cheek and he kissed it away. "Just tell me when you're ready." She bit her lip and after a moment nodded. He moved slowly, pulling almost all the way out, before going all the way in, filling her. He sped up slowly, thrusting harder. She moaned, though he silenced her with a kiss. He thrusted into her, harder, faster. She moaned and thrust up to meet him. He pulled her leg up and she wrapped it around his legs, changing the angle that he thrust into her. She felt the earlier tightening return and she moaned his name. He thrust harder at her voice and went deeper. Moments later, her wall clenched and she saw stars. She collapsed against him, but he was done. He pumped into her, harder than before. He reached between them, pinching and rubbing her clit with his skilled hand. She moaned, thrusting against him. She felt him shake and then he came, resting his forehead against hers. "I love you," she whispered, brushing his hair from his eyes. He looked down at her, only love in his eyes. "I've been waiting a long time to hear you say that."