Lily Evans was worried. The potions master stood at the front of the room, droning on about percent composition, mentioning over and over that this should be easy for the sixth years. She had no clue what was even going on.







"After all, everything else we've done is based off of this. It should be relatively simple to you by now. Any questions?" Slughorn glanced around the room and then went on before anyone could respond. "Okay then, pages 371-373, numbers 16-70. Next week we're making these potions, so don't mess up the equations."







Lily didn't even have her book; it was up in her dormitory. She had passed it this morning, thinking she probably wouldn't need it. She had been wrong, apparently. Sighing, she stood up and walked to the front of the classroom. Slughorn looked up, smiling, as she approached his desk.







"Professor, are there any extra books? I forgot mine today." she lied.







"Of course, of course, go grab one out of the store closet."







Lily walked back across the classroom to the store-room and began to search on the bottom shelves for the books Slughorn normally stored there. As she looked, little bits of conversations floated through the door.







" . . . she only kissed Matthew because Jacob was such a jerk to her. Otherwise they . . . "







" . . . see Gregory the Smarmy's statue? Blasted into a million pieces. But Dumbledore . . . "







" . . . first game is of the season is two weeks from Saturday. We're versing Hufflepuff, so it'll be a pushover, no problem . . . "







Lily shuddered in revolt. That was Potter's voice. The idiot boy never seemed to think about anything but Quidditch. That and showing off.







Finally giving up on finding what seemed to be a non-existent book, she stood and waited behind the door for an extra moment. She could still hear James' voice.







" . . . really want her to, but it seems unlikely."







His voice was joined by that of Sirius Black, his friend and partner in crime.







"I can't believe you actually still like her after last year. Denied in front of the whole fifth year. And you better not get your hopes up that she'll be coming to the match."







"I guess . . . " James’ voice faded as Lily came out of the store-closet, empty-handed, and brushed past their table with her nose in the air. She could hear Sirius snicker as she stomped away, but didn’t see James smack Sirius’ arm to get him to shut up.











Lily sat through the rest of the class without doing anything. She actually just wished she could disappear, sink through the floor and end up back at her parents’ house, never having met James Potter.







Slughorn asked once if Lily was going to get to work, but the look on her face stopped him from inquiring further. When the bell rang, Lily was the first out the door.







Thankfully, potions was the last class she had that day. The shame of that scene last year spread through her, making her face flushed and her head ache. She passed by the Great Hall on her way up the stairs. She didn’t feel much like eating.







It wasn’t that she was mad at Potter, she told herself as she walked against the stream of students heading for dinner. No, she wasn’t angry with Potter; she was angry with herself. Maybe it was all the stress of the O.W.L.s, but she had had no right to blow up at Potter. After all, she had seen Snape use sectumsempra against him. Maybe she just felt like she was defending the weak, cheering for the underdog. Potter was vastly more popular, and therefore had had more people rooting him on. Actually, not more people. All the people.







It wasn’t like Snape appreciated it though. He had called her a nasty name, and she had ended up just embarrassing herself in front of the whole fifth year. Sirius had said James had been “denied in front of the whole fifth year.” At least he had been made to look like a fool; he hadn’t made such a fool of himself. Lily thought the latter was infinitely worse. It was all her own fault that she had looked like such a jerk.







And now she felt stupid even being around Potter. She thought he had forgotten, and that they could all move on, but apparently not. He just reminded her of how stupidly she had acted in front of the whole school.







Lily reached the portrait of the Fat Lady and mumbled, “Pesky pixie.”







“Yes, yes dear,” responded the portrait as it swung forward to admit her to the Gryffindor common room. Lily collapsed in an armchair far from the fire and the few students who hadn’t yet left for dinner. She closed her eyes and groaned. Life sucked.







And to add to it all, now Potter seemed to be acting all pitiful and love-stricken again. She had no doubt that she was the one they were talking about who was unlikely to support James at the Quidditch match. The word ‘stalker’ leaped to Lily’s mind.







As if she didn’t have enough to deal with.







“Lily? Lily. Lily.”







Lily’s squinted her eyes open to glance at whoever was standing above her. When she saw who it was, she moaned and turned over, putting her arm up over her face.







“Oh no you don’t! Wake up, sleepyhead! What are you doing down here?”







Lily resisted the urge to punch Elizabeth O'Brien as she leaned down to look into Lily’s barely open eyes. Her voice came out in a croak the first time she tried to respond, so she started over.







“What do you want? Leave me alone.” Lily yawned and knew that she was awake now, whether or not she wanted to be. She glanced around the common room, seeing that it was now empty of all the other Gryffindor students.







Her friend just rolled her eyes and continued to pull on Lily’s arm. “Come on, up-sy daisy. You fell asleep on the chair. I’m doing you a favor. You might want to go take a shower before the rest of the world gets a look at you. And by ‘rest of the world’ I mean a Mr. James Potter.”







Lily pulled a face and then yawned again, glancing toward the window where the curtains were drawn shut. “Yeah, thanks a lot, Liz,” she said sarcastically.” I can tell what a great friend you are. What time is it?”







“It’s only six-fifteen, but considering that you probably fell asleep at five last night, I think you’ve had plenty of sleep. You’re so secluded in this little corner, I didn’t even see you until I walked down here to grab my jacket that I forgot yesterday.” At this point, Elizabeth raised her arm, over which was slung the jacket that had been laying on the table next to Lily all night.







“It’s only the second day, and you’re already losing stuff?” Lily asked, rumpling her hair and rubbing her eyes simultaneously. When Elizabeth smiled and shrugged, her brown hair falling around her shoulders, Lily stood up and stretched. “Alright then, if I look so horrible, let’s go freshen me up.”







“What a wonderful idea!” Elizabeth exclaimed, eyes sparkling, and led the way up the stairs to the girls' dormitory.







When the girls came back down the stairs, Lily looking considerably less like a homeless man and more like the pretty girl she was, the common room was filling up. It was only seven o’clock, so breakfast had barely started. Everyone was searching out their friends before heading downstairs. Lily waved to several people, mostly boys in their third and fourth years who looked like they’d been dared by their friends to greet the ‘older women’.







As they walked down to breakfast, Lily turned to Elizabeth. “Where were you yesterday? I didn’t have any classes with you. What N.E.W.T.s did you decide to take?”







“Oh, you know. Herbology, Care of Magical Creatures, Muggle Studies, Divination . . . ”







Lily laughed at her friend. “Are you planning on taking any real classes? What in the world are you going to become with those N.E.W.T.s?”







“Oh, I don’t know. I’ll marry a rich guy, and then it won’t really matter, I suppose.” Elizabeth smiled. “Not everyone can be an auror. Some of us just have to settle to a life of ease, being the beautiful wife of a rich, rich, adorable, rich man.”







Lily laughed as her friend struck a pose, flinging her bouncy brown curls over her shoulder with great enthusiasm. “Whatever you say, Elizabeth. Just know, when you’re living on the streets, I will not give you a single knut.” Giggling at the offended look on Elizabeth’s face, Lily entered the Great Hall.







Her giggle was cut short when she saw Potter with his arm wrapped around Cora Armstrong’s waist.

"It's not like he was making out with her or anything, he was just, uh, keeping her, um, warm?" Elizabeth bounced along, trying to keep up with Lily's power walk while dodging the smaller students heading down to breakfast.







Lily sent a scathing glare back at her friend. "It's the third of September. And I don't know about you, but it feels awfully hot in here to me. Unless her waist was for some reason cold, which seems odd," Lily rambled, still moving admirably quickly for the number of people crunched into the hallway. "But I suppose Potter sees it as his duty to warm up a girl's waist if she needs it. What a gentleman. Oh, like it even matters! I don't care what he does or doesn't do, or who he does it with. Get out of my way, will you already?!"







Several first years jumped and pressed each other close against the wall as Lily stormed through them. Elizabeth looked back at the frightened eleven-year-olds in surprise. Lily must be really mad. To Lily, protecting the tiny new kids was almost an obsession. She would help them along even when it seemed as though they'd rather just search out the Charms classroom for themselves. So much for her being the maternal type.







"Lily, seriously though, I really need some food. Are we just going to skip breakfast?" As low as the next shot she took was, Elizabeth was grouchy when she wasn't fed. And she knew just what would make Lily tick. "Does Potter really scare you off that much?"







Lily whirled back around.







"Because I thought you were strong enough to get over this little crush by now."







Elizabeth watched as her friend's eyes widened at the betrayal, and then hardened with resolve.







As expected, Lily turned promptly around and headed back down to the Great Hall. The first years saw her coming this time and ducked off into a side corridor just in case.







"It is not a crush. I feel bad for what happened last year, that's all. And no, Potter doesn't scare me. As if. I just hate public displays of affection. An intimate, romantic moment for precisely two people doesn't justify grossing out the entire rest of the school."







Lily continued walking in silence, with her head held high again. Elizabeth could tell she felt mildly idiotic for her outburst, but was convinced that Lily's stubbornness to appear unaffected by anything James Potter did would carry her through. Which meant Elizabeth would at least get her breakfast.







As the two walked back into the Great Hall, they saw James and his friends sitting down at the opposite end of the Gryffindor table. Lily quickly sat down in the nearest seat to the door. However, Elizabeth could see that James had spotted them. Lily tried to look toward the door as she filled her plate, but nonetheless was watching as James stood and waved to his friends, saying something to them that was lost in the din of the Great Hall. As he walked toward them, Lily turned to Elizabeth.







"So, you were telling me about N.E.W.T.s. Tell me about N.E.W.T.s," she said hastily as James got closer and closer.







Elizabeth caught on. "Well, I expect they'll be very difficult, don't know what I'll do, unicorns, bubotuber, uh, Neptune, Uranus, Venus."







She glanced up. James had come to stand right behind Lily, but Elizabeth could see Lily begging her to keep talking with her eyes. Unfortunately, Elizabeth was running out of planets. "Um, Mercury, and what's that one with the rings?"







"I think that would be Saturn," James said from behind Lily. Lily groaned softly and pinched the bridge of her nose with her forefinger and thumb. Why couldn't he have just kept walking?







"Er, right, Saturn,"







Elizabeth looked at Lily and realized she wasn't going to greet James. "Morning, James," she said, covering the awkward silence.







"Morning," he replied. James seemed unaffected by the fact that Lily still had not turned around and was staring resolutely at the opposite wall. "Did you ladies forget something this morning?"







Elizabeth continued to respond for the both of them. "Um, no. Why do you ask?"







"Well, I saw you leave, and then come back. Just wondering." James yawned, ruffling his hair. "So, I guess I'll see you two later. Coming to the Quidditch match next week?"







"Yeah, probably."







"Cool, well, I'll see you in Transfiguration, Evans. Later, O'Brien."







James continued on toward the doors, but turned right as he reached them. "I meant it about the match, Evans. I really want you to come."







Caught unaware, Lily looked up into James' hazel eyes. The emotion there was undescribable. Almost pleading, but slightly masked but that ever-playful air that James carried. It was normally impossible to tell if he was joking or not. But for some reason, that look . . .







James laughed softly and turned out of the doorway. Lily was at once confused as to whether he had really meant it. It felt like it, but James Potter was an accomplished actor when it came to emotion. As evidenced by that little episode with Cora Armstrong.







Lily blushed at that thought and turned back to Elizabeth, who was watching her with an odd look on her face. Lily turned her head to the side slightly, asking with her eyes to know what her friend was thinking. But Elizabeth just closed her eyes briefly and shrugged.







Lily mumbled, "Huh," before bending to shove a forkful of pancake into her mouth. Her mouth being full of food gave Lily a chance to sort out what she was going to say next before she said it. "Well, that was odd." was all that she could think of, however.







Elizabeth looked back to the doors, but could no longer see James. "Yeah, he didn't mention anything about having a secret lover whom he only hugs when he doesn't think you're around."







Lily could practically taste the sarcasm in that statement. "Excuse me, but I was referring to the fact that James seems to be on speaking terms with you."







Elizabeth scoffed at her friend. "You have got to be joking me. He was not over here to talk to me. If you had turned around maybe he would have been able to talk to the person he really wanted to."







"Well, I think this little conversation has about run its course. I'll see you at free period."







Elizabeth laughed to herself as Lily stood and walked out the door. Her walk, she noted, was now considerably angrier.















Lily was reflecting on the day's lessons when she walked back into the Gryffindor common room, so she didn't notice the odd gathering of students around the bulletin boards. She walked toward the coach in front of the fire without really seeing where she was going, and then sank down into it, dropping her book bag to the side.







It felt odd to be in classes all by herself. Obviously, she wasn't all by herself, but without Elizabeth there to joke around with, it felt like she was alone. For the past five years, Lily had sat with her one good friend in every class they had. Lily would take notes, and Elizabeth would draw doodles of the good-looking boys present that day. It had been a good system. Elizabeth was extremely bright, and for the most part could remember anything worth remembering by just halfway tuning in to what the teacher was saying. Sometimes, rarely, she would ask Lily if she could glance at one of her neat sheets of notes. Lily liked to have things more organized, but could admit that most of the time, she had ended up memorizing a bunch of useless facts from pre-prepared note cards, while Elizabeth could show up to a test with no preparation and still match or beat Lily's scores. Frustrating, yes, but Lily could appreciate the talents her friend had. Besides, without Elizabeth's fine drawings of various "hotties", Lily never would have even known who they were.







Now she felt all alone in her N.E.W.T.s. It was completely stupefying to Lily that Elizabeth would throw away two years on useless N.E.W.T.s like Divination when she was so naturally bright, but Elizabeth just saw it as two years of relaxation instead of studying. What she really seemed to want out of life was as easy an existence as she could manage. Take the easiest classes possible, hope your brown curls get you the affection of some rich man, and live a life of ease.







"Well, whatever floats your boat," she murmured to herself, watching the flames dance in the fireplace.







"Excuse me?"







Lily glanced up. She hadn't noticed Remus Lupin sitting in the nearest chair with a notebook on his lap and a quill in hand. Now he was looking at her with a confused face, and Lily realized she had spoken aloud.







"Oh. Uh, nothing. It was nothing." She reddened a little at the thought of talking to herself, but Remus just smiled and looked back down at his homework. Lily continued to study his face after he had looked away.







Remus was a Marauder - the silly name James had come up with for himself and his friends. However, Remus wasn't a traditional type of Marauder. He was quiet, withdrawn, and studious. In fact, Lily had always found it odd that he fit in with goof offs like Sirius and James. He had been present last year at the lake as well, but Lily doubted that he would ever bring up the incident. Remus wasn't the type to flaunt your mistakes and rub them in. He was kind, considerate, understanding.







Lily had come to know Remus much better last year because they had been the Gryffindor prefects together. Patrols, meetings, and special privileges had placed them in each other's company a lot. Yet, even after a year of being almost constantly around him, Lily didn't know Remus that well. He was withdrawn with anyone but the Marauders. It was odd, but he seemed to enjoy being with his friends.







Remus looked up again to find Lily staring at him. She glanced quickly away, blushing even more. Taking pity on her, he asked, "Have you seen the bulletin boards yet? Why is everyone making such a fuss?" He gestured toward the throng of students with his head.







"Uh, no, I didn't look. I've been kind of out of it today, as you can see. I'll go check."







Remus smiled at Lily as she stood to go look at the notices. Pushing her way firmly, but kindly, through the crowd, she went up on tippytoe to see over the head of a second year, and immediately spotted the bright yellow paper hanging there.







QUIDDITCH LESSONS!



WANT TO LEARN TO PLAY LIKE YOUR FAVORITE GRYFFINDOR TEAM MEMBERS?



COME DOWN TO THE PITCH THURSDAYS AT 7:00!



PRICE IS ONLY A GALLEON PER LESSON! IT'S A GREAT DEAL!



JAMES POTTER and SIRIUS BLACK







Lily rolled her eyes and pushed back through the crowd to get to her bag. As she picked it up and slung it over her shoulder, Remus looked up.







"What was it?"







Fastening her bag shut, Lily answered. "Apparently your lovely friends are giving Quidditch lessons. You'd better warn them. If someone ends up getting hurt, they'll be in trouble. I seriously doubt this is school-sanctioned," she spat. She finished messing with her bag and looked up. "'Night, Remus. I'll see you tomorrow."







Remus wished Lily a good night as well, and then watched as she walked toward the girls' staircase, lifting her bag from her shoulder and adjusting her glossy red hair so it wouldn't get caught as she went. He sighed and turned back to his notebook, tearing out the sheet he'd been drawing on, crumpling it up, and throwing it into the fire. He watched as the figure of Lily's face curled and blackened when it was licked by the flames. Then, shutting the notebook, he stood and walked to his own staircase, looking like he carried the weight of the world on his shoulders.

The first time Lily came face to face with Cora Armstrong after the incident in the Great Hall was the next morning. Waking up, still in that stage halfway between dreams and reality, she overheard Cora speaking with Rachel, the fourth girl in their dorm room. Not quite cognizant, Lily only understood half of what was going on.





" . . . but then he hugged you?! I thought you were going out . . . "



" . . . yeah, but I know he's not that way, it was just . . . "



" . . . did you see her face? I mean, especially after that little outburst after O.W.L.s. How mortifying! And now I suppose she's realized how hot he is," Rachel laughed softly.



Lily had become fully aware of what was going on now. She knew exactly what they were talking about. Knowing what an awkward situation it would create if she were to "wake up" at that moment, but also really not wanting to have to stay here pretending to be asleep and listen to them gossiping about her, Lily turned over and moaned softly.



Cora and Rachel glanced at her quickly, and then gave each other guilty looks before grabbing their book bags and opening the door. Lily cracked open an eye once they were gone. Sitting up, she swept her hair back with her fingers and contemplated what she had just heard.



"I thought you were going out." Well, that cleared that up. Potter was dating Cora. But why should that matter. Obviously. As if that hug hadn't proved that.



"I know he's not that way." What was that all about? Clearly they had started discussing Lily right after that. Maybe they meant he wasn't the type to go out with Lily. After all, who was the type to go out with Lily? She had never actually had a boyfriend. Frustrated and annoyed, Lily threw back her comforter and swung her legs out of bed. She looked over at Elizabeth's bed, but she wasn't there. That was odd, normally she waited for Lily; that, or woke her up. Well, maybe she decided she'd rather hang out with Cora and Rachel and gossip about Lily.



"Girls are so petty," she growled to herself as she stumbled into the bathroom.





Lily spent the rest of the morning avoiding James Potter. He hadn't been at breakfast, as far as she could tell. However, avoiding him during classes proved to be more difficult, as he was in all the same N.E.W.T.s as she was. When he stood up, she sat down. When he sat down, she moved. When he went out of the room, she lingered behind. When he lingered behind, she sped away. It took a lot of concentration, but she didn't have to talk to him at all, so in a way it was worth it.



Another person she didn't talk to all morning was Elizabeth. She hadn't been upstairs, in the common room, or in the Great Hall during breakfast, but Lily hadn't had time to search her out before classes started.



Walking into the Great Hall for lunch, Lily immediately spotted her friend. She was sitting next to the Marauders. Grumbling, Lily adjusted the bag on her shoulder with a grunt, and then strode over to get her friend. James saw her coming and scooted over, rubbing the bench next to him suggestively. Lily gave him a look that clearly read 'do you really think I'd accept that?', and then moved on to Elizabeth.



"Where were you this morning? I couldn't find you anywhere!" Lily tried immensely to keep her eyes on Elizabeth's face when it felt as though James was staring a hole through her own.



"I was, well, I was outside."



"What were you doing out there? And during breakfast?"



Elizabeth glanced nervously at James before responding. "I was playing Quidditch. With James and Sirius."



"Excuse me? Why?" Lily was looking confused and slightly offended now. Her green eyes were sparkling with the energy she got from being mad. James watched, fascinated.



"I just wanted to. They were offering lessons . . . well, they were offering them at seven o'clock tonight, but I didn't know that, so I went down there this morning," Elizabeth explained quickly.



James cut in. "We were just messing around, the two of us, shooting goals and stuff. O'Brien came down, and, well, we did say seven o'clock, so we gave her a lesson anyway."



Lily's face flushed as he talked. He should be acting mad at her, or annoyed, or generally ignoring her, since he apparently had a girlfriend. She didn't say anything to him, just turned back to Elizabeth.



"Alright, well, let's go eat lunch," Lily said, indicating two spots further down the table with her head. Elizabeth, however, didn't move.



"Um, well, we already are eating lunch, so, uh, why don't you just sit down here, and eat with us?" Elizabeth said quietly, as they were attracting attention from other students now. But she doubted that that would work out. The rest of the Marauders were staring at Lily expectantly, waiting to see how she would take that. But Remus, Elizabeth noticed, was flushed, looking down at his plate.



"I don't think that's going to work for me. I guess . . . I guess I'll just see you later, Elizabeth."



Now James was looking down at his plate as well, with much the same expression on his face as Remus.



As Lily turned to walk away, she heard Sirius say, "Well, bad luck boys. I think someone needs to have a talk with Ms. Lily Evans about manners." Lily looked back, her face bright red, and then continued on out of the Hall. Great, she'd done it again. Why couldn't she just act normally around James? She was always making a fool of herself.



Back at the Gryffindor table, Elizabeth was looking thoughtful. "You know what?" she suddenly said. "I think someone does need to talk to Lily. But it's not me. Or Sirius," she added, rolling her eyes as Sirius raised his hand, volunteering. "I think James should be the one."



James, who had been looking at the door through which Lily had just disappeared, snapped back to reality. "What?! Why me?"



"Because you obviously like her, and I think she needs to know that. She feels really bad for what happened, you know, last year. Just tell her you don't mind," Elizabeth pleaded, imploring James to do what she asked with her eyes. Remus still stared at his hands.



"Fine, whatever. But if she just writes me off again . . . " James threatened.



Sirius cut in. "What, you'll just go on pining for the rest of your life? What a threat, James."



James narrowed his eyes at Sirius. "You know what, I keep secrets for you. I wouldn't be blabbing stuff about me all over the school, or I'll tell what I know."



"As if. You're under the Marauder's 'Code of Honor.'"



"As are you, you dimwit. I'll go talk to her."



As James stood up and walked out of the Hall, Sirius turned on Elizabeth. "What, so now, just because you've had one flying lesson with us, you get to tell the Marauders what to do? Well think again, missy!"



Elizabeth just grabbed another roll from the bowl in front of her, and swung her legs over the bench one at a time. "Whatever, Sirius."



As she walked away, Sirius leaned over to Remus. "She takes control. I like that."



Remus sighed, standing as well. "You should be on some kind of medication, Sirius," he sighed. He reached down, grabbed his bookbag, and left as well.



Seeing that he was left alone with Peter, who was still stuffing his face, Sirius stood to follow after Remus. "Later, Pete."



Peter glanced up, only then realizing that everyone had left him. Shrugging, he turned back to his food.





Lily Evans went to sit next to the lake after she had stormed out of the Great Hall. She only had about fifteen minutes left, and five of those would be taken up in walking to her next class, Charms. So, for the moment, she was savoring the few minutes she had alone.



Why had she done it again? James hadn't even said anything about the previous year. Not even when Sirius had spoken about it in Potions. So maybe he didn't care, and she was just feeling guilty for nothing. So why had she felt the need to ignore him? She was only making herself look the fool again.



Whatever attributes Lily might have had, telling herself the truth was not one of them. So when the hug James had shared with Cora Armstrong leapt to mind, she wouldn't even consider it as the reason that she was now upset with James. Well, not really James, she told herself. She was upset at herself. And not because she wasn't as good or pretty as Cora Armstrong. Oh no. Lily Evans did not get jealous. But she also wasn't going to make herself look like a fool again in front of James Potter.



Her chance to live up to that promise came sooner than she had expected. She had been lost in her own thoughts and was rather startled when the very person she had been thinking about came walking down the lawn from the castle directly toward her. He was too close for Lily to hide, but too far away to see the panicked look on her face. She smoothed out her skirt, crossing one leg over the other, and calmed herself before he came to sit next to her. She felt stupid worrying about it, but unconsciously sucked in her stomach and pulled her cloak around her.



He settled down, looking supremely comfortable in his own skin. It was the kind of confidence that Lily projected, but rarely felt. He drew own knee up toward himself and leaned back against the bank. For once, he wasn't looking at her, but was staring out over the large expanse of the lake.



"Hi," he said nonchalantly, still gazing out over the lake.



Lily turned to face him full on, wanting to explode at him, but remembering her promise to herself. "Hey, James."



James' cool exterior broke slightly and she could see that he was relieved that she wasn't mad. He glanced quickly up at her before going on. "We've got a lot of history on this lakeshore, haven't we?" The way he said it made it seem as though he didn't mind at all the years of abuse she had put him through.



Lily was shaken. "Look, James, I didn't mean . . . "



"Lily." James looked up at her and smiled the first genuine smile she'd seen from him in some time. "Relax. It's really not a big deal."



"I feel bad about the whole thing, though. I shouldn't have been so mean to you. It's not like you just went out of your way to attack Snape." At this point James' face paled, but Lily, caught up in her speech, didn't notice. "I know you're a good guy. I just . . . I don't know, I get flustered and I blow up at you."



She gets flustered? That was news to James. It made him think he had a chance. "Really, it's all forgiven. It doesn't matter now at all."



Lily looked over at him and smiled. James was being really understanding. For a second, their eyes locked, and they looked right at each other in a way they never had. Then James smiled at her, and it spoiled the moment.



Extremely embarrassed now, Lily broke the connection and looked down at her watch. "Oh man! James, class just started. We've got to get up to Charms!"



She jumped up, brushing at her pants and reaching to get her bag. James grabbed it while he got to his feet and held it out to her. Blushing, she murmured a thank you and took the strap. But he didn't let go. Lily looked up into his eyes, heart pumping, but also slightly annoyed. They really were late to class, did he not get that?



"Lily, Sirius and I are going to be down at the Quidditch pitch tonight. We're offering lessons to anyone who wants them. Why don't you come?" Seeing Lily hesitating, James rushed on. "You wouldn't have to pay, you could just come and help out. There are lots of kids who signed up, we could probably use a hand. It's at seven . . . " James trailed off as he saw Lily shaking her head.



"I really don't think Cora would like that. But thanks, James."



And with that, she tugged at her bookbag again. Stunned, James let it slide through his fingers. As she slung the strap over her shoulder and ran up the hill to the castle, hair flying behind her, James stood below, immensely confused. He had been expecting a 'no, thanks', or a 'not going to happen, Potter', or even, unlikely as it was, a 'yes'. But this?



"Cora Armstrong?! What the heck does she have to do with this?"

Back in her dormitory that night, Lily sat by herself on her bed. She was looking out the far window, not quite sure where she wanted to be. Outside the sun was just about to set, so the entire dormitory was glowing with the red light that was coming into the room. No one else was in the dorm with her, and normally she would be using this time to study. But it was only the third day of school. There really wasn't anything that needed to be done right this minute. N.E.W.T.s were still two years away, after all. Actually, come to think of it, she really could be studying Potions. She had that class again tomorrow, but didn't understand what was happening. She also had no real inclination to grunge her way through the notes she had taken last year to try and catch up.





Cora and Rachel were down at the Quidditch pitch, probably falling all over James. Lily's face turned red at that thought. Stupid James. Just when he decided to tell her he didn't mind when she acted like an idiot, he goes and gets himself a girlfriend. Lily wasn't jealous though. Oh no. She just couldn't understand why someone as kind and caring as James Potter would date someone as evil and conniving as Cora Armstrong.





Elizabeth was also probably down at the pitch. Lily hadn't really spoken more than two words to her since lunch. But, since she had gone down this morning, Lily assumed she would go down tonight.





So that left Lily up on her bed, with nothing at all to do. Sometimes she wished she had a sister . . . well, a sister who acted like one anyway. One that would be available for girl talk and wouldn't leave her to go play Quidditch when she so desperately needed someone to curl her hair or do her nails. Or to eat chocolate with.





If she was really honest with herself, she would admit that she wanted to go down and be with everyone at the Quidditch pitch. But it really didn't seem worth having to speak with Potter. Lily sighed aloud. Just when everything got fixed between them, something else got in the way of their being . . . friends. Yes, Lily told herself, that's what she wanted to be with James. And that would never happen if she spent all night cooped up in her dormitory.





So, knowing that she would regret not studying her Potions later, Lily Evans grabbed her cloak off of the foot of her bed and headed out the dormitory door.








"Lily! You came!" Lily could see Elizabeth waving at her from the center of the pitch. She also noticed James, who was standing slightly off to the side with a group of first, second and third years, look around at the sound of her name. Lily put on a smile that looked slightly like a grimace, and went to join her friend.





When she got close enough, she saw that Sirius was standing next to Elizabeth. After raising her eyes in question at her friend, who rolled her eyes in return, Lily glanced around the rest of the field. There must have been thirty people that had shown up for these 'lessons'. That was mildly impressive in and of itself. What really impressed Lily, though, was that the group of younger students around James were all off of the ground. She certainly hadn't been able to do that as a first year. But maybe she had just been one of the worst in her year.





Another thing that Lily noted with interest was that Cora wasn't present. Neither was Rachel. Before she even had time to speculate on why, however, Elizabeth was handing her a school broom, winking at her.





"Actually, I really didn't come down to fly, I was just going to watch. I'm really not that good," she protested.





"Oh, you can't be too bad."





Lily whirled around as James broke into the conversation, his little group of students all talking to each other back where he had left them. He was holding what looked like a very nice broom over his shoulder.





"No, really, I just wanted to see who was here. I don't especially like to fly."





"Oh, well then, you're in just the right place. See, we're teaching people to fly," James stated slowly and clearly, as though he were speaking to a child, as though she didn't comprehend. He grabbed onto her arm and began to pull her toward the secluded end of the pitch, toward the sand under the goal hoops.





"Really Potter, I didn't even bring money to pay for . . . "





"No matter, no matter, you can just owe me for later."





Lily glared back at Sirius and Elizabeth, who were both laughing, before putting up one more feeble attempt. "What about your other students?" she said as she gestured toward the little group that was now watching their teacher fight with the newcomer. "I'm sure they . . . "





"Sirius!" James gestured with his head toward the younger students and Sirius immediately went over to them. "All taken care of," he said cockily, flashing her a smile.





Lily sighed and followed him willingly, but he still wouldn't take his hand off of her arm until they reached the other end of the pitch. They were now far enough from the rest that they would have to shout to be heard.





"Ok, Potter, why don't you teach me what you know?" Lily leaned on her broom and faced James, looking resigned to the fact that she was here until she learned how to fly.





"Is that a challenge, Evans?" James raised one eyebrow and leaned in close to her.





"Yes, it's a challenge. Besides, I can't leave here until you do, apparently, so let's get on with it," she retorted.





His eyes were sparkling as he backed away. "Fine then. Stand beside your broom. No, not like that, lay it on the ground. Yes. No, the other way."





Crouched down next to her broom, Lily looked up at him and rolled her eyes. "Wow, you are such a patient teacher."





"Yes, and you're such a fast learner," he said in a monotone. She looked up at him, pretending to be offended. "Just stand up now, and we'll start."





She did as she was told.





"Alright, beside the broom, hold out your hand, and say 'up!'"





"Up!" To James' surprise, the broom jumped right to her hand. She turned, looking at him with big innocent eyes, which only partially hid the smirk of satisfaction. "Like that?"





"Oh, uh, yeah, very good. Well then, mount the broom. Ok, nice," James watched as Lily stood ready on the ground. She looked convincingly scared.





"Alrighty then! On the count of three, kick off hard! Ready?"





"Oh, James, I'm so scared, please don't make me!"





James' voice automatically deepened. "It'll be just fine, don't even worry. I was scared a little at first too. Alright, I'll be right here. Ready?" She nodded her head uncertainly. "One, two, THREE!"





Lily kicked off strong and raced away, turning several loop-the-loops as she made her way around the pitch. All the littler kids looked up at her, laughing and pointing. After three laps, she dive-bombed right at James, pulling up right before she hit him. Climbing off the old school broom, she smiled innocently.





Then, in a high falsetto voice, with one hand at her throat, she cried, "Like that? Oh dear, strong James, please save me! I don't know if I could ever fly on a broom again! It was so terrifying! Oh my!"





James looked shocked and confused. Lily side-armed her broom at him as she walked past. He just barely caught it, dropping his own broom as he did so. That seemed to shake him out of the stupor he was in. He raced to catch up with her.





She faced him with a haughty grin on her face. "You must be a better teacher than I thought. But next time, I think I'll bring my own broom. Maybe that old thing," she indicated his broom, "can keep up with it. But I doubt it."





"Well, yes, that was . . . very good, yes! Very good! Ok, then!"





Lily laughed as he followed her back to the center of the field, bowing in acceptance of all the applause she was receiving. James just shook his head in wonderment at this girl he had fallen for.

Lily decided not to take Elizabeth's advice to 'talk it out' with James. What an awkward conversation that would be.









"Excuse me, but I wanted to know if you were in fact dating Cora Armstrong, why you had your hand around her waist, and after you've answered those questions, I'd just like you to know that I'm very uncomfortable with the whole thing, and I don't know why."









Oh yes, that would work.









Besides that, she felt like an idiot for flirting so openly down at the Quidditch pitch. He had a girlfriend. Was she so desperate that she was going to start throwing herself at him? Oh no. Lily Evans was not desperate. She had been so convinced that she wouldn't like him, but she had gotten caught up in the moment. And now she looked foolish in front of everyone. Again.









So Lily found herself alone, two days before the first Quidditch match of the season, bending over her cauldron in Potions, trying to get it to boil. She still hadn't caught up with what was going on, and every day just made her seem more and more like she was drowning in a huge vat of all the potions she was supposed to know how to make correctly.









"Incendio! Come on! Incendio!" The fire was already lit, it just wasn't getting any hotter. Lily growled in frustration.









"Need some help?" Lily looked up, through the thick bluish fog that covered the classroom. Of course. It was James.









"Oh, well . . . I just can't get it to go any hotter. The fire's lit, so . . . "









"I don't think your fire is the problem. Look," he said as he pointed toward the chalkboard where the instructions were copied. "You're on step five, but you didn't finish step four yet. The fire crab venom."









Lily picked up the bottle that James had motioned toward. Now her cheeks were red. She never forgot ingredients. "Oh. Well, thank you."









"Not a problem," James quipped as Slughorn approached.









The little round man peered through the smoke into Lily's cauldron. "Very nice, very nice, just a little more of that, yes, there you are, dear."









Lily poured in the remaining venom under the scrutiny of both James and Professor Slughorn. Immediately the potion started bubbling merrily.









"Nice one, Lil," James said encouragingly.









Lily looked up questioningly. He'd never called her that before. James saw her look and just shrugged, moving back to his own table.









When James had moved away, Slughorn turned back to Lily. "I was wondering if I might see you in my office after class, Ms. Evans."









"Oh, of course."









Slughorn smiled contentedly. "Alright then, my office, please."









He made his way carefully back up to his desk, stepping between cauldrons and loose ingredients.









Great, Lily thought to herself. Now, on top of the fact that her life was falling apart, she had to go speak to a teacher about it. Wonderful.














"Ms. Evans. Chocolate?" Slughorn held out the large box that he had been holding on his belly.









Lily was startled. "Oh, no, no thank you, sir."









Slughorn shrugged, shoving the offered sweet into his own mouth. Wiping his hands together, he looked up at Lily. "Well then, Ms. Evans. I'd like to discuss your grades."









"My grades, Professor?" Lily looked down at her hands in her lap.









"Yes, indeed. They are falling rather dramatically. Now, I know you are a very bright girl, so I wondered. Family trouble, perhaps? Spat with a boyfriend?" Slughorn scrutinized her over his hands, which he had peaked together at the fingers and rested on his belly.









Lily's face turned the same color as her hair. "Oh! Oh, no, sir. I just don't really understand the material."









Slughorn nodded sympathetically. "I understand, dear. Very difficult, N.E.W.T. level. Well then. I suppose we should find you a tutor."









"Oh, alright then."









Lily had never had a tutor before. She felt ashamed just needing one.









"Someone out of seventh year N.E.W.T.s, perhaps, or maybe one in your own class, as long as they really know their stuff."









Lily had gathered herself together sufficiently to answer, "That would be fine, Professor."









"Well then. I'll start looking for volunteers immediately. Sure you don't want a chocolate?" Lily declined again, and stood to leave.









"Nothing to be ashamed of dear, having a tutor. Just until you get caught up."









Lily turned back to see the teacher's knowing smile.









"I know, Professor. Thank you."









Slughorn nodded, so Lily turned and left the office.














That night, Lily was sitting with Elizabeth at a table on the side of the common room. Lily had taken out her Potions homework, and Elizabeth was doodling a picture of Lily, adding in comments to the side like, 'spicy hot red hair' or 'the lips that James Potter wants to kiss'. Lily's brow furrowed as she got to the potion they had been doing two days ago. What came after jellyfish spine? Did jellyfish even have spines? Lily sighed and crossed out the last couple of sentences with vicious stabs of her quill. Elizabeth looked up at her quizzically, laying her notebook down as she did so.









"Lily, what the heck is your problem? You've been huffing and puffing like the wolf himself for the past fifteen minutes."









"It's just this idiotic potions home - what is that?!" Lily jabbed her quill toward Elizabeth's notebook and the picture of herself.









"Oh!" Elizabeth grabbed it and try to shove it out of sight. "It's nothing . . . "









But Lily had already taken hold of the corner and pulled it toward herself. "'Lips that James Potter wants to kiss'?! What do you . . . "









At that exact moment, Remus came and sat down next to Lily. "You like to draw too? That's really cool! Show me yours, and I'll show you mine."









Lily glared at Elizabeth. "No, really, I don't like people to . . . " But Remus had already taken it.









Lily watched as Remus mouthed the words on the paper in front of him. Then he turned red, offered the book back to Lily, and stood up. "Well, I really think I should be going. Lots of, you know, homework and stuff. See you later, Lily."









He nodded toward Elizabeth, and then made his way up the guy's staircase.









Lily stared after him. "You have got to be kidding me! Not Remus too," she muttered under her breath.









Elizabeth took her notebook back, smiling sheepishly at Lily. "I got carried away, I guess. I didn't know Remus drew, though. That's kind of cute . . . "









Lily didn't hear; she was too busy banging her head against the table. "How -could I possibly - be driving - two - Marauders - up a tree - at the - same - time?" She punctuated each word with a bump of her head.









Elizabeth looked amused. "Well really, Lily, to be fair, you're only driving Remus up a tree. James drove himself up there. But now that he's dating Cora, maybe he's come down a bit . . . "









Elizabeth's analogy was interrupted by Cora herself. She, unbeknownst to the two of them, was in the arm chair right next to their table, facing the fire. At Elizabeth's words, however, she swung around, sticking her head out of one side.









"Who am I dating?"









Lily raised her eyebrows at Elizabeth, who was looking extremely flustered now.









"Oh, well, we heard that you were dating Potter, but . . . "









"James Potter? Who told you that? I've been going out with Matthew for the past week and a half!" Her eyes narrowed. "Was it Rachel? Everyone just wants to spread rumors about me!"









Cora stood up and stormed off in a huff. Lily smiled, amused, but didn't say anything. It was Elizabeth who spoke.









"Well then, that clears that up quite nicely, I should think."









"I think I'll go . . . well, anyway. What time is it?" Lily started to pack up her Potions book and roll of parchment into her bag. She looked up at the clock on the wall to get her answer. Elizabeth turned around to look as well.









Twenty-five minutes after the hour.









"Conveniently, I believe the Gryffindor Qudditch team's practice ends at 8:30," Elizabeth casually mentioned.









Lily grinned at her friend. For once, not making a crack about Lily's supposed feelings toward James. She appreciated it. She turned to go.









"Hey, leave your bag, it's hard to kiss while carrying a ton of books!"









Lily knew it was too good to be true. She turned and threw the book bag back at Elizabeth. With one last smirk, she twirled away, over-dramatically swinging her hips in the imitation of a super-model.









"Don't wait up!" she called over her shoulder, all thoughts of Remus behind her.














James was still down on the pitch when Lily found him. He had waved the rest of the team on, shooing away some of the girls watching from the stands as well. They left pouting, throwing glances behind them. He raised one hand in greeting toward Lily, letting her know he had seen her, and then went to lock the door to the locker rooms. She waited, leaning against the wooden fence on the side of the pitch. She was watching the sky darken, looking for the first star of the night, when James returned, carrying his own broom and his Quidditch bag. He laid them down at his feet.









Then he stood beside her for a moment, just watching the sky with her. She could smell his cologne. It wasn't pushy or strong, it was just . . . noticeable. And comforting. She could also tell from looking at him that it had been a tough practice. His face was shining and his cheeks were red. But none of it looked bad. It was just James.









Finally he said something.









"You told me next time you'd bring your own broom. I don't see it. Pulling my leg, Evans?" He grinned in that roguish way he had, looking down at her. Somehow, his intimidating size wasn't so intimidating anymore. It was . . . protecting. Lily scooted a little closer.









She scoffed. "I do have a broom. And I bet it could outstrip yours any day."









"Oh, clearly, but you were too afraid to bring it down here and test it out," James' smile let her know he was only joking. "How'd you learn to fly so well anyway? Aren't you Muggle-born?"









Lily folded her arms across her chest. Even in September, it was chilly at night. "I was . . . we'll just say, ‘less than perfect' when they gave us those couple of lessons first year, you remember?" He nodded, so she went on. "Well, I'm not the sort of person to be ‘less than perfect', so I worked on it. I . . . " Lily looked up sternly. "If you tell anyone this, you'll die, understand?"









James looked amused, but nodded anyway.









"I stole a school broom first year to practice on."









That was a shock. James laughed right out loud. "Lily Evans, you stole school property?! Why, you little hypocrite!"









If James was expecting Lily to defend herself, he was surprised by her reaction. Her face crumpled, and she looked devastated. "Please, James, don't tell anyone, I felt so bad . . . "









He cut her off with a couple of fingers over her lips. She was so surprised that she stopped apologizing immediately.









"Lil, you have a habit of beating yourself up for things that are completely not worth it. Believe me, I've stolen more things from this school - chalk, food, snitches - than anyone else that has ever gone through it. Don't worry about it." Only then did James realize he was still holding his fingers over her mouth. In a rare show of emotion, he snatched them quickly away. Blushing, he continued.









"So, you taught yourself to fly?"









Still mildly in shock, Lily just nodded numbly.









"When did you get your own broom?"









Now she responded. "Fourth year. My mum thought two hundred pounds for a broom was ridiculous, but then, they're Muggles, so they wouldn't really understand."









"One of the new Nimbus models?" he asked, and she nodded again. "Nice, nice. I'm still betting on mine though. It's a Cleansweep, but it's dependable."









Lily laughed haughtily. "Whatever you say. We'll go sometime, see if you can deliver on all these big promises."









They both laughed, and then stayed quiet for a moment. Lily had found the first star. It was above the forest in the distance. After a minute, James looked down again.









"So, not to be rude, but, why are you talking to me?" Then, realizing how rude that sounded, James flushed. "I just meant . . . "









"I know what you meant. I found out something interesting today in the common room."









Surprised that she had so neatly avoided the question, he raised his eyebrows, but indicated that she should go on.









"I found out that you are not, in fact, dating Cora Armstrong."









That completely floored him. "Why would you think that I was?"









This time, Lily flushed. "Oh, well, I saw you hug her in the Great Hall."









"I thought you had seen that. That's why you turned and left?" She nodded. Now he was speaking earnestly, wanting to communicate this to her. "That was only a hug, Lil, and she was the one that instigated it. You really thought we were dating because of one hug?"









Now Lily looked sheepish. She turned halfway away from him. "Well, I thought I heard them talking about it, but I guess they never actually said that."









James walked right up to her, grabbed her by the shoulders, and spun her around to face him. Looking her straight in the eyes, he assured, "I have never held you to blame for exposing me as the dork I was last year. I never have, and probably never will, go out with Cora Armstrong. I'm not mad at you because you stole some school broom to practice on in first year."









Lily's green eyes were glistening as she looked up into his.









"Any other misconceptions I can clear up for you?"









"Probably never will go out with Cora?" she giggled softly.









He grinned back, pulling her into a hug. "Definitely never will go out with Cora," he whispered into her ear. "And this hug does mean something."









Lily blushed and pulled away. It was now full dark, but Lily didn't feel apprehensive at all. She had James there to protect her.









"We should probably go up," he stated, motioning toward the lit up castle above them.









"Yes," she agreed.









James slung his bag over his shoulder, carrying his broom with the same hand.









"Shall we?" he invited, offering Lily his hand.









She hesitated, but then took it. "I guess we shall."









As they started up the hill, she remembered something. "So, James, how do you feel about being a Potions tutor?"









He laughed, squeezing her hand. "I think I feel pretty good about that."