A/N: Yeah I know I'm screwed up in the mind but I just had to do this. It kept going through my mind and I knew it wouldn't leave me alone until I wrote it. Enjoy

Note: yeah it goes a little slow at first and is probably a little awkward in some places or corny but hey…I tried.

Sirius padded through the halls of Hogwarts silently. He kept to the shadows and was thankful for his dark black fur that allowed him to blend into the shadows he crept in at this late hour

For once he was traveling alone and wasn't on some sort of errand in preparation for their next prank. For once since Sirius had met his friends he had wanted to be alone with his thoughts, and he knew that he'd never be able to think clearly with his friends around, even if they were all currently happily snoring away in dreamland.

Sirius knew that he would never be able to concentrate on his problem when part of the problem lay snoring on the bed next to his.

Sirius momentarily pulled himself out of his musings and noticed that he was now walking directly in the hall and that he was, at the moment, standing in a patch of bright moonlight.

Quickly he darted back into the shadowed part of the hall and settled down to think. It was as good a place as any.

His great beardog of a body gave a huge sigh in frustration. 'It's not like I want to want this. Every time I think about it I feel guilty. I mean…James is my best mate.' James. He was really why he was so messed up at the moment.

Why couldn't James fall in love with some other girl so that Sirius could be free to think about her and want her in peace? 'What kind of friend wants to shag the girl their best friend's in love with?'

He snorted at this thought. 'Apparently I'm that kind of friend. I am guaranteed the worst friend in the whole history of---.' He stopped abruptly when he heard the sound of footsteps coming down the hall.

Sirius panicked. What if it was Filch? 'Shit! Of all the nights to leave my wand behind!'

He pressed himself closer to the wall in hopes that whoever it was would not see him. As the footsteps grew louder Sirius's panic grew. He could not afford to be caught out of bed again this week.

Once the person rounded the corner separating them from Sirius's view he gave an audible sigh of relief: it was only Lily Evans. He stiffened when he saw her halt in surprise right next to him. He grew tense. While she wouldn't give him detention, he knew she'd make him go back to the common room and he knew he would never be able to think straight there.

"Who's there? Show yourself or I'm going to get Filch!"

'She can't see me? Why can't she…oh right…I'm a great black dog hiding in the shadows. Duh.'

He stepped out of his hiding spot and into her view. He grinned when he heard her squeak in surprise.

"Oh my God! What's a dog doing in Hog--- oh it's only you Padfoot."

He grinned again and wagged his tail at her. Lily laughed lowly at his antics and patted his head lightly. Arousal grew instantly inside him and he knew he'd have to change or she'd be able to see it.

He made the change quickly and grinned down at her.

"Hey Lily."

She frowned at him in annoyance. "Sirius Black! If you're going to do that could you at least warn me? I hate it when you just up and change without telling me you're going to do it."

His grin turned apologetic. "Sorry, Lily."

Inside his head he was frowning at himself. 'What the hell? Why am I grinning so much at her?'

Her frown didn't leave her face for one minute. "Sorry. Yeah right. Since when has the great prankster Sirius Black ever been sorry?"

"Well, does right now count?"

She was all-out glaring at him now.

Her voice turned cold and he almost flinched when she next spoke to him. "What are you doing out after hours, Black?"

'Has anyone ever told her that she could be the next McGonagall?'

"Well, Black, what lie are you going to use on me this time?"

He sighed annoyed and said, "Believe it or not, but I came out here so I could think without a distraction from my friends."

Her expression softened and she looked at him curiously.

"What could you be thinking that would make you abandon your friends and their comfort to think it?"

He flopped down on the ground and motioned for her to sit next to him. Once she was settled on the ground he was silent for a while.

Sirius was not silent because he could not think of what he wanted to say. No he was too busy reveling in her nearness and in her scent.

'She smells so good: like lilies and that heather I once smelled when we went to Scotland to visit relatives. I bet James has never been this close to her before. All I would have to do is just reach out my hand and pull her to me…it's not like she likes James or anything…'

"Sirius?"

He was thankful for her voice when it yanked him back into reality. Instead of answering her questioning gaze, he answered the question that had sent him into his musings.

"I'm a bad friend, Lily. My thoughts are forbidden…but I can't help but think them."

Lily could hear the sorrow in his voice and instantly felt sorry for him. She put her arm around his shoulders hoping that it would somehow help him. She couldn't bear to see such a beautiful boy so sad.

"How can your thoughts make you a bad friend, Padfoot?"

He shuddered in that forbidden pleasure when she touched him and again when she called him by his nickname. No one had ever said his name in such a way. He didn't want to tell her his thoughts because he knew that she would pull away and look at him in disgust. He didn't want the feel of her arms around him to leave him so soon.

"My friend wants this girl…really bad, but I want her too. Ever time I see him with her I just want to punch him over and over again. I know that I've wanted her for as long, if not longer, than him but I want him to be happy. Even if I didn't care about his happiness, I couldn't do it because he has this claim over her that I'll never have."

Sirius was surprised that he had told her the truth when he had been intending to lie to her.

'What is it about her that makes me want to tell her every thing about me? Why can't I lie to her?' His eyes widened when he realized that he had just given himself away and that she would surely figure out whom he was speaking of. '…Oh God.'

Lily's eyes widened slightly when she heard his words. Surely he wasn't talking about her and James. He couldn't be. 'Okay okay, calm down Lily. He could be talking about his other two friends though I doubt he's talking about Peter…ew. So he could be talking about Remus. Yeah…except that I've never seen Remus with any girl…at all. A horrible thought came to her. 'What if he found out that I like him? He could just be messing with me to see if it's true.'

With this thought in mind, Lily decided to pretend she didn't know who he was talking about. She wanted to see what he would say next.

She looked up at him in confusion. "Which friend are you talking about, Sirius?"

For some reason her blatant ignorance of who he was talking about angered Sirius and he just let out ever single thought that had been plaguing him since the day he had met her.

"What do you mean 'which friend are you talking about'? Isn't it obvious, Lily? I'm talking about James!" His voice never got louder than a hiss when he spoke to her.

"Isn't it fucking obvious that every time he talks to you I just want to hit him? Do you know how wrong that makes me feel? He's my best mate and all I can ever think about when you're near me is how much I want to hold you and kiss you and touch you and be inside you for the rest of our lives. It's wrong because that what he wants to do too!"

Sirius turned away from her. He couldn't look at her anymore.

Shocked silence filled the dark corridor.

Lily reached out her hand to touch his shoulder but he flinched and moved away.

"Sirius?"

"….."

Now it was her turn to be angry. Finding strength she didn't know she had she yanked Sirius's body around to face her. His shocked expression would have made her laugh had she not been so pissed off. Instead it just irritated her even more.

SMACK!

The echo rang through the halls for a while before silence came again. Sirius was fingering his left cheek gently and said with surprise, "You slapped me."

Lily felt a grim sort of satisfaction at slapping him. He deserved it.

"You're damn right I did. And you deserved it."

He frowned. "What did I do to deserve that?"

She hissed at him and he tried to back away but she grabbed his arm and pulled him to her until heir faces were only centimeters apart.

"What did you do? I'll tell you what you did! For six years I've wanted you and for six years I thought I would never ever get to be near you. It broke my heart every single time I saw you with some other girl because I knew that girl should be me!"

Sirius blinked in surprise. "…Lily…"

"Shut up! I'm not done yet! In second year your stupid friend decided that he should like me and asked me out over and over again, but I always said no. Do you know why?" Sirius shook his head. "I always said no because I was hoping that one day you'd ask me out and that I could finally be with you. You: the idiot that I love."

'I did not just hear right. She can't love me. No one does.'

"Y-You love me?"

"Yes, you idiot, I love you. I have for six years."

Sirius's pale grey eyes searched her emerald green ones for any trace of a lie. He found none.

Lily could feel the vulnerability coming off him in waves. Her anger left her quickly when she saw the uncertain look on his face and in his eyes.

'He doesn't believe me. No…he's too scared to believe me.' Tenderness flowed through her body at this thought. She touched his cheek gently and felt him shudder at the contact.

"I love you."

"…Lily…"

"I love you, Sirius Black. Don't you love me too?"

Lily's question was loaded with fear. What if he didn't love her at all?

Sirius was silent for so long that Lily feared the worst.

"…Lily, I…I l-love you."

Lily would have screamed in joy had she been able to.

Sirius kissed her like a man possessed. His kiss was desperate: almost like he feared she would disappear and leave him all alone.

He explored her mouth, leaving no spot untouched. His fingers delved into her fiery hair and he was slightly surprised when he didn't get burned. He had always thought that hair that red would surely be as hot as fire. Her red tresses ran through his fingers like a cool silken fire.

They finally parted when they had run out of air. Instead of just stopping, he began to kiss her neck.

"Sirius…" Lily could barely speak. Desire had been pooling in between her legs from the first touch of his lips. She wanted to feel him all over and not with all the barriers that were their clothes blocking her. She wanted to touch his skin.

Sirius pushed her robe from her shoulders so that he could reach more of her skin. He was surprised when he saw that she only wore a thin nightgown underneath. He arched his eyebrows at her.

"My, Lily, what's with the nighties?" She blushed at his comment.

"For your information I was about to go to sleep when I realized that I had not gone on my Prefect rounds." That's not MY breathy voice is it?'

Sirius grinned sexily at her. "Sure you were, Lily."

He bent his head to her neck and whispered softly in her ear. "By the way, love that breathy voice of yours…you should do it more often."

Lily was getting desperate now…she needed him so badly…

"Sirius…please…"

Sirius had removed her nightgown and was in the process of removing his own clothing.

"Please what?"

Lily pulled him to her and moaned when she felt the evidence of his arousal press against her core. She looked into his desire filled eyes.

"Please…fuck me, Sirius…fuck me…" Lily didn't usually use these words but she knew that was the best way to get the man she loved to do it.

And she was right.

Sirius growled low in his throat and hurriedly yanked the rest of his clothing off his body. He didn't bother with foreplay this time: his love had asked him to fuck her and fuck he would.

'Next time I will take my time with her.'

He spread her legs after giving a small growl of thanks when he noticed she had already taken off her own clothes. He positioned himself between her legs and placed his manhood at the very entrance to her sex. He paused.

"Are you sure you want to do this? If you say no I'll stop, no hard feelings, but I need to know now."

It was taking all the will power Sirius possessed not to just thrust into her warmth. He could already feel her warmth surrounding him, but he had to know…he didn't want this to be something she'd regret later on.

Lily stared at him a long time before saying, in a voice barely above a whisper, "Yes…this is what I want."

Sirius took a deep breath to calm himself, bent down to gently kiss her lips and said, "This is going to hurt a little, love."

Sirius was about to push himself inside Lily when he heard a weird sound. He looked up and jumped off Lily his eyes wide and horrified. The only word Lily heard pass his lips was,

"James…"

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--Was that evil of me? Maybe that was my own pitiful attempt to avoid writing a lemon…maybe I just didn't feel like writing anymore. Whatever the reason I've probably pissed you all off…I don't know…maybe I should write a sequel or just finish it here and make it one whole story…it all depends on what y'all want.