The tension was palpable as the two students stared each other down across the table. Penny glowered, while Lilly's expression was calculating as a cat. The ticking of a clock and rhythmically tapping fingers on wood were the only sounds as they waited for Eliza. Lilly had expected her to be right on time, considering her adamance that they be there not a second later than she'd instructed. It was almost fifteen excruciating minutes past when the heavy door swung open, and light footsteps moved towards them, a heavier, clumsier set lumbering behind. Quentin Coldwater followed Eliza apprehensively.

"Well," Eliza's began, "if you haven't noticed, Quentin will be joining our lessons. After the incident, last night, Dean Fogg and I thought it best that he learn to protect his mind. We don't want any repeats of what happened, do we?" Quentin bowed his head in shame, he hadn't been himself that morning. No one blamed him, after all, his former best friend did 'accidentally' try to kill him less than twenty-four hours ago. Q silently took a seat beside Lilly, and Eliza began the lesson.

"Occlumency is one of the most important skills for a Magician to learn. Many never master it, due to lack of determination, or weakness of the mind. You three do not possess the luxury of failure. The Beast that attacked you is more powerful than everyone in this room, and it has targeted you three in some form or another. I expect you all to put your full attention on these lessons, as they may be the difference between life and death." There was a pregnant pause as the students soaked up the gravity of her words. Saying Lilly was worried would be an understatement. Not many people could say that their childhood monster under the bed was real and coming to kill them. The Beast had haunted her dreams every night for years, and it made her feel all the more vulnerable in her current situation. He'd seen her deepest desires, secrets, and greatest weaknesses.

"Since we have a psychic with us today, it makes things a bit easier. Penny will be acting as The Beast and trying to breach your minds," Quentin started in his seat.

"Wait, you're telling me that he's gonna be reading our thoughts?" The word 'he' came out in a disgusted tone.

"Oh, calm down, Quentin, you're not exactly Fort Knox," Eliza smiled humorously, "It's nothing he hasn't seen or heard before from what he tells me." Quentin went red and Penny gave him a taunting smirk. Lilly was tempted to use a spell to literally wipe it off his face. "As for you, Penny, your peers will be learning a mind-reading spell to access your thoughts and memories. It is much easier to fight an oncoming Psychic attack when you know what it's like to be on the other end." Penny opened his mouth to complain, but Eliza cut him off, "this spell is no longer taught at Brakebills due to student misuse. I trust you will not do the same," Eliza gave them a stern look, and they each nodded their promise.

She went through a series of demonstrations on how to perform the spell, the proper hand motions, and the precise angle at which to twist their fingers. "The pictures you see will most likely be a bit disorienting until you get the hang of the spell. They may come to you out of order, but you mustn't let it overwhelm you. Focus on each image as it comes and do not attempt to piece them together."

"Can we get on to the part where we learn to defend ourselves?" Eliza glanced scornfully at Penny from her spot at the front of the table. The woman sighed and moved on to the next part of the lesson.

"Yes, Mr. Adiyodi, learning how to attack is one thing, but the counter-attack is the most important part for you three to learn. The Beast has targeted each of you, even if it was not mental," she looked towards Quentin pointedly, "it is only a matter of time." They were three very different people connected by their perilous situation, "you must clear your mind of every single thought until there is nothing left."

"That shouldn't be hard for you, Quentin," Penny smirked across the table at his unofficial nemesis. Quentin didn't bother to respond to such a childish jab, rolling his eyes and listening to Eliza's in-depth instruction.

"I want you to picture a wall surrounding your mind. It is impenetrable. If you see a hole, fill it, even just a crack in the surface. Focus until you have built it up to completion."

Lilly did as told, though she found herself struggling to complete the simple task. Her brows furrowed, and she shut her eyes tightly, continuing to force the mental wards to climb in height. Her concentration must've been lacking, as numerous cracks in the wall remained. A great sigh left her chest, and she allowed her eyelashes to flutter open, taking in her companion's efforts. Both seemed to have struggled as much as she had. Quentin looked as if he'd given up and now gazed pensively out the window with glazed eyes. She wondered what ailed him, it was nothing he'd entrusted her with. She would have to learn through prying and what better time than the present. They were about to perform a mind-reading spell.

"Now that you all know what to do, Quentin, you will be performing the spell on Penny, Penny on Lilly, and Lilly on Quentin." She rattled off the pairings and nodded encouragingly at Quentin, who clumsily scooted his chair towards Penny. Lilly was surprised Quentin was still standing after the death glare Penny shot him. Despite the obvious hatred flowing off the latter, he still allowed Q to perform the spell. It took a moment, but it was obvious when the spell took effect. A jolt went through Quentin's body as his eyes snapped shut abruptly. Penny's brow creased in concentration. Lilly leaned across the table, intrigued. The silence stretched on until a sharp gasp escaped Penny's lips, startling her back into her chair. Quentin hastily pulled away, for fear that Penny would strangle him if he lingered too long.

"Well?" Eliza coaxed, "what did you learn?" They were all taken aback by the question. They hadn't expected their darkest secrets to be broadcast to the entire group.

"Y-you want me to tell you w-what I saw?"

"Yes, Quentin," Eliza's voice curved around each syllable in a way that made them feel no better than babbling toddlers contemplating quantum physics. "How else would I know how strong your mental walls are? Think of it as motivation. The stronger your wards, the safer your secrets." Lilly's palms began to sweat. What would be revealed in this dangerous game? Each of them was hiding something, and no matter how close she'd grown to Quentin, he still had his secrets, and she certainly had hers.

"He-he um..." Quentin fumbled over his words, looking anywhere but at Penny. "He grew up in Florida with his Dad. His mom suffered from psychotic breaks after he was born and eventually lost custody of him. The rest was cutting in and out, I got a few images of him fishing as a kid, a few random bits and pieces... nothing else," His gaze shifted from the table to Eliza. He wasn't being completely truthful, and they all knew it. He'd seen something that he refused to share- something terrible.

"Well then, moving on!" Eliza thankfully brushed past the uncomfortable situation by gesturing for Penny to use his psychic abilities on Lilly, who grew more anxious by the second. Of all the people that could read her mind, she was stuck with him.

He didn't wait long to invade her mind, but she was ready for him. Her walls were as sturdy as she could get them, and every bit of her focus was on keeping them that way. She felt his presence at the edge of her mind like she was a dam, and he was the water fighting to break through. There was a moment of pause where Lilly felt him hesitate. A surge of pride filled her at the accomplishment. This was pretty much like shooting him a mental middle finger. However, she hadn't accounted for him making his way through the tiny cracks in her wards. The minuscule leak increased to a gushing breach, and she was swallowed up by her own vivid memories. She could feel Penny's presence in her mind, but it was as if he'd locked her in a cage, and she was forced to watch as he sifted through her deepest thoughts and memories. They were on display, ripe for the picking, and there was nothing she could do.

Evelyn left a light kiss on her daughter's temple, brushing the honey blonde curls back tenderly. Lilly, only four years old, curled into her mother's side on the twin mattress. Evelyn had only just finished reading her the most recent consolation gift from her trip to Spain, an illustrated copy of Fillory and Further.

"Mummy?" Lilly yawned, "why don't I have a dad like everyone else?" Evelyn swallowed hard.

"Well," she started through pursed lips, "you did, once," Lilly pushed herself up on tiny arms, curiosity piqued.

"Where'd he go?" Evelyn clenched her jaw, tears welling up in her brown eyes.

"He, um," her voice quivered, "he had to leave us behind before you were born."

"Didn't he want to be with us?"

"Oh, Darling, he wanted that more than anything. Sometimes, we don't have a choice in these matters, and no matter how terribly we wish they were different, they're just out of our control."

"Well, who has control?"

"No one can control everything. Fate, destiny, love, those are beyond our power."

"That's dumb."

"Yes, yes it is." The scene dissolved into light and rematerialized a moment later. Evelyn stood in the doorway of their Upper East Side apartment, a suitcase to her left and her right hand resting on the doorknob.

"Do you have to go, again?"

"We've been over this, Love. I have to go on a business trip, but you and Louise will have lots of fun while I'm gone."

"I don't want Louise, I want you!"

"Lilly, don't be rude," Evelyn admonished, eyes narrowed in warning, "it's only a few weeks, I'll be back before you know it."

"But, you're going to miss my first day of school!"

"We've been through this, it's non-negotiable. Now, come give me a kiss." Young Lilly planted her feet, tears threatening to spill. Her tiny fists clenched in the fabric of her sundress.

"Darling, please, I can't deal with this right now. I'm going to miss my flight if I wait any longer. Give me a kiss before I go," Evelyn repeated, voice stern. Little Lilly let out a strangled cry of frustration and pain and rushed to her room through a blur of tears. The memory passed straight through where the older Lilly was standing. She whirled to watch herself leave, only to be met with a set of dark eyes.

Penny was standing right behind her the entire time. How could she forget that he was watching? She'd been so caught up in the memory that she completely forgot about the violation. She could see in his eyes that he hadn't understood the gravity of this memory. How could he? He hadn't seen the after-effects. After a moment of staring at her invader, they were thrown into multiple short memories. Penny saw everything from when she sat by the door for three days straight, jumping at every sound, to all the painful birthday parties her mother missed. There was no point in fighting his mind control anymore, he'd already won.

It felt like forever before he released her from his grip and her eyes shot opened, meeting Penny's across the table. They'd taken on a softer quality than before, tainted with guilt.

"Her dad died before she was born. Her mom was constantly going on business trips, so she was basically raised by her fucking nanny. She pretends to be the perfect little Barbie cause she wants her mom's approval." The truth was painful, even more so now that it was said aloud. There was a pregnant pause as Quentin and Eliza took in the information.

"I-I didn't know that about your dad, I'm sorry, Lil," Quentin whispered, pity in his eyes. She allowed herself three seconds to feel the pain and embarrassment of this reveal before schooling her features into a permanent smile.

"It's fine, Quentin, it was a long time ago. No use in dwelling on the past." He didn't believe the lie but didn't protest as she moved to stand beside his chair, "ready?" He closed his eyes to prepare his defenses, then nodded for her to commence her attack. Her slender fingers found their place hovering a millimeter from his temples, twisting intricately as she recited the words Eliza had taught them.

She could sense Quentin's consciousness almost immediately and located the edge of his mental walls soon after. Lilly focused on the protections he had up, searching for any openings. Roaming the perimeter of his wards with her mind felt like running her fingers across a crumbling cement wall. It wasn't strong enough to keep her out, he practically left the front door open for her. Focusing her energy on the weak points, the wall began to disintegrate with minimal resistance. The memories came in flashes, disorienting at first.

"We need to go to the hospital, Dad..." Holding onto a memory was much harder than it seemed. Penny had the advantage of being an actual Psychic, but for her, the memories were a jumbled mess. The image was blurry, but she could make out a living room and an older man on the love seat, addressing a solemn Quentin Coldwater. The words didn't sync up with their mouths, making the experience like watching a movie when the sound had a ten-second lag.

"I'm not taking any med's, Quentin..." Intense sorrow and anxiety plagued this memory, "sometimes trying to fix something only makes it worse..." She was beginning to dread the outcome of this memory. By now, she'd figured out that the older man was Q's father and that he was sick or hurt in some way. "I chose not to pursue them..." The cloudiness of the image was beginning to clear, allowing her to see the pained expression on past Quentin's face.

"Why are you giving up?" Her friend's voice was broken and Lilly felt the pain in her own heart. She came to the horrible conclusion before Quentin's father said the next few words, but it didn't make it any less devastating.

"It's brain cancer, Quentin..."

Lilly gasped as she returned to the classroom, feeling like she'd been doused with a bucket of ice water. The words 'brain cancer' echoed around her mind as she watched the few tears leak from Q's eyes. The chair screeched the moment Quentin grabbed his bag and rushed from the room, letting the door slam shut behind him.

"What's his problem?" Penny asked, but his words were lost to her as she ran after her best friend, leaving their Occlumency lesson in the dust. It wasn't hard to find him.

"Hey, Q," Lilly greeted. She'd followed him back to the Physical's cottage where he'd shut himself in his room. Unfortunately for him, he neglected to lock the door, allowing Lilly to walk right in after a simple knock. He lay sprawled out on the double bed, crying his eyes out into the pages of Fillory and Further: Book Three. He didn't bother to look up when she entered, he'd been expecting her. Lilly sat beside him, placing a comforting hand on his back. They were silent for a while, content with each other's company. Speaking somehow felt wrong, like she would be overstepping if she tried to sympathize.

It wasn't like she'd ever been in his situation. Her father died before she was born, and the only thing she had to mourn was what could've been. This was uncharted territory for her, so instead of trying to fix something that she knew nothing about, she took the book from her friend's hands and began to read aloud. She made herself comfortable beside him, her blonde waves splaying out like a halo on the pillows. They stayed that way all night, and when they finished that book, they continued with the next, until Lilly's voice had gone hoarse and the two Magicians fell asleep, the book still open on Lilly's chest.