James Potter, contrary to popular belief, was not one to eavesdrop. Though he had no trouble pulling a well-deserved prank, and he liked teasing in good fun as much as the next person, James wasn't one to listen in on the private conversations of others. He was a Gryffindor, through and through. Daring, nerve, and chivalry set him apart from the rest. His mother instilled in him wonderful manners. He was polite, generally good-tempered, and, dare he say it, positively gallant.

It was the last quality that had him stopping in his tracks as made his way back from the kitchens, stomach full, extra butterbeer in hand and invisibility cloak hiding him from the rest of the world.

"Stop! No! You let go of me right now!" the girl's voice was high-pitched, nearing on shrill with the words, and James was ready to abandon his butterbeer and burst into the unused classroom, wand blazing to defend her honor when he heard the same voice sigh.

"Sev, this has to stop," That stopped James in his tracks, and, cloak still on, he took a peek inside the idle classroom door. Severus Snape was standing in front of Lily Evans, hands raised in supplication to the girl. His back was to James, but James could see Lily clearly enough. She looked, though she'd loath to know he even thought it, very small next to the tall and wiry form that Snape presented. Her pretty green eyes were bright and red-rimmed from tears.

"Lily, I just needed to apologize, you know I didn't mean it," Snape said, his voice soft, pleading. It was a voice James had never heard come from his classmate before. All the remarks he'd heard issued from Snape in the past had all either been sneering or biting. Never this whisper-tone, almost like a caress.

Lily look up at Snape, her eyes blazing, mouth in a hard line. "You didn't mean it about me," she said, acerbically. "You didn't agree with Mulciber calling me a Mudblood, but you stood behind him and watched. You didn't stop him then, you came later, came now to make sure my feelings weren't hurt, and make sure I knew you didn't mean it." By the end, Lily was the one sneering.

"You meant it about Mary, though, right? She was standing right next to me when Mulciber said it."

"Lily-,"

"Don't you 'Lily' me Sev, you and I both know it's true. I'm not ashamed of what I am. I'm not ashamed of my parents or the rest of my family. They're my family. It's my life. If anything, you're the one who's ashamed of me, and, truth be told, you're the one who should be telling me to beat it, based on that alone."

"You're my friend, Lily, I would never-," Snape began again, voice still soft, but Lily didn't let him finish.

"Never what, Severus?" James saw Snape flinch at that, realized the return of his full name meant something bad to come, "What happens to me, if Voldemort wins this war? Will you stand behind him when I get rounded up with all the other Mudbloods?"

"Don't call yourself that," Snape said quickly. James never figured he'd agree with Snape on anything.

Lily scoffed, "So you get to use the word but I don't? It's what I am, there's no point in denying it. But will you watch as I get herded like cattle, probably sent to a ghetto somewhere, then maybe a camp? Watch as propaganda is spread about my dirty blood, and how I've stolen magic from the pureblood squibs? Watch as they snap my wand and brand me, maybe starve me and give me hard labor before granting me the peace of death?" James felt shivers down his spine.

"That's not going to happen-," Snape try to protest.

"Don't you dare say it won't! It already has, just forty years ago!"

"But it was muggles," Snape tried to explain. James prepared himself for Lily's impending uproar. To his shock, it didn't come. He looked at the girl once again, and saw her hands covering her face, shoulders shaking.

She was sobbing.

Snape reached out for her once again, but she shrugged him off.

"Don't touch me, I already said," Lily breathed out through her tears. He backed off, and a few minutes later Lily calmed herself enough to speak again.

"It doesn't matter that it was muggles. It was people. It was humans rounding up and slaughtering other humans because they were different.

"Magic doesn't mean we're another species. It means we have a special gift. If anything, we should be helping the muggles, not trying to kill them out or round them up to do our bidding. We're all just people," Lily trailed off, no longer able to look Snape in the eye.

"I would never let anything bad happen to you, Lily," Snape finally said. She look back up at him, "I'll keep you safe."

Lily shook her head, "You don't get to just pick and choose when it comes to prejudice, Sev. I would never want a friend who cared about me in spite of…well, anything really, but blood status especially. I can't change what I am, and I wouldn't want to anyway. And you, you've chosen your path, Severus. Do you honestly think if you ran to Voldemort, begging him to spare the life of a mudblood, he'd give a damn?"

Snape had no answer for Lily, not that she seemed to need one. She turned her back on Snape, wordlessly dismissing him. As he turned toward James, he saw the tears falling down Snape's hooked nose.

"I'm sorry," Snape whispered, and James watched him close his black eyes. Lily didn't respond, and James barely got out of the way before Snape rushed out of the room and down the corridor.

James was going to leave. Really, he was. He'd intruded on something very private and very personal, and it wasn't his place to offer any advice or comfort, especially in this situation where he was highly biased and didn't completely understand everything. He had the cloak, and he figured he'd stay a bit, make sure Lily sorted herself out and got back to the common room all right.

The thing was, she didn't.

Once Severus Snape was gone, Lily fell, to the ground, curling herself up in a ball. And the girl wasn't just crying, she was sobbing full out, heart-rending sobs.

Even then, James wasn't about to disturb her. He was ready to quietly shut the door, maybe cast a silencing charm to give her more privacy, then go back to the common room and quietly tell one of her friends to come find her.

But then, Evans had to go and start hyperventilating. And, at that point, eavesdropping and manners and whatever Lily wanted be damned, because James was not about to walk away from any person choking and wheezing like that to breathe.

James rushed in the room, dropping the butterbeers and throwing off the cloak as he went.

"Evans, Lily, shhh, it's all right, shhh, c'mon, take a deep breath now, you can do it, c'mon," James whispered, crouching down next to Lily and gently grabbing her shoulders to help her sit up. With Lily not exactly responding, but not protesting either, James sat on the ground and let her back rest against his chest.

"C'mon, Lily, breathe like me," he said, exaggerating his breaths when Lily's choking noises didn't stop. "In-," he said, before pulling his breath in with a great whooshing noise, "And out-," he finished, expelling air until he knew his was red-faced and felt he was going to fall over.

He repeated the exercise, and after a few repetitions Lily began to follow suit, calming herself down as she followed James's exaggerated breaths. Finally, Lily seemed back to normal. In his haste to calm her down, James hadn't noticed he'd wrapped an arm around her shoulders.

Lily didn't seem to be in a rush to move, which was fine by him. He watched as she wiped her eyes and looked anywhere but at him; he realized suddenly that she didn't want him to see her face, which he found rather ridiculous; Lily Evans could be swollen like a balloon with a boil on her nose and he'd probably still think she was pretty.

He obliged her anyway, using his free hand to rifle around in his pocket and produce a neatly folded handkerchief, which he passed wordlessly to her. She looked up at him, finally.

"Thank you," she said, softly, voice congested from the tears. She wiped her eyes before blowing her nose, and stuffing the hankie in her pocket.

"I'll wash it for you," she said, embarrassed.

"Keep it if you like, my mum keeps me well stocked. In her eyes, there's no truer gentleman than one who always has a hankie handy in his pocket," James informed her with a playful eye roll. Lily shared a small smile at that.

At that point, Lily seemed to realize James's arm was still wrapped around her. Slowly, she scooted away to finally face him, and wrapped her arms around her knees.

"Thanks also, for, ummm, I mean-," Lily began, face coloring.

"Don't worry about it, Lily. We've all been there before," James said. Lily nodded her head. They were silent again for a few moments.

"When did you, er, I mean, did you hear…?" Lily trailed off, question in her voice, but no reproach yet.

James forged on, unwilling to lie to her. "I heard a girl telling somebody to let her go, and I got worried…" James said, allowing Lily to figure out the rest and remember for herself how much James must have overheard.

"James Potter, forever trying to be the knight in shining armor," Lily said, but without bite. James looked up at her to see a playful light in her still red-rimmed eyes.

"You know me, chivalrous to a fault," James muttered, and Lily actually let out a huff of laughter at that, so he counted it as a victory.

They were silent for a bit. James figured some part of Lily really wanted him to leave, but he was still worried about her, and she hadn't asked him to beat it yet, so he'd stay and sit with her 'til she was ready.

"Lily," he said suddenly, and he knew he was pressing his luck, but there might never be a time between them again where he felt comfortable enough to ask.

"Yes, James?" Lily asked, and James couldn't help but smile a bit at that. Though they were on better terms this year than they'd been ever before, they weren't exactly best of friends, and she still tended to call him 'Potter'. He liked when she said his name.

"I was just—I was wondering—I, if you don't want to talk about it, don't but I'm honestly curious and-,"

"How did I ever become friends with Severus Snape?" Lily asked, look wryly at him. James nodded, and Lily sighed.

"We're neighbors, well not really neighbors, we're from the same town. I met him at the playground when I was eight. He told me I was a witch," she smiled suddenly, "I told him that was a horribly rude thing to say." James let out a laugh at that.

"He and my sister didn't get on very well, but once he'd convinced me I was actually a witch, oh we had so much fun. There was this hidden copse of trees by a pond near our houses, and we'd hide ourselves there for hours on end practicing magic. Once we'd practiced enough, we could make branches levitate and flowers bloom.

"There was even one afternoon, once I'd read Peter Pan, when I convinced him if we thought happy thoughts and jumped high enough, we'd be able to fly," Lily's smile was whimsical, her eyes far away and James watched her recall scenes from her magical childhood.

"I knew, because of what we could do, that somehow we were special, but I honestly didn't let myself believe about Hogwarts and the whole magical world until McGonagall came with my letter. And then we did come, and it was better than I ever could have imagined. Being in different houses was a bit hard, but we got past it initially.

"But then, the year would suddenly just be over, and I'd have to leave all my friends, my school, my magic behind. That first summer was so hard, because I'd come home and nothing changed. Petunia was still herself, if not a bit taller. Mum and Dad were happy to see me, of course, but the same as always, my room was my room, my friends from primary school were still nice, and asked me to play and such, but it was all just the same, even though I, I was so different," Lily whispered, and James took a minute to appreciate the different aspects of being Muggle-born he'd never even thought to consider.

"That first summer, I took out my wand a lot and just held it. I'd stick it in my back pocket sometimes for comfort. I knew I couldn't use it, but I needed some reminder that it happened. It was all real. Hogwarts existed and I was a witch and I got to go back.

"Then, every few days or hours or whenever I was most sure it was all fake and I was going mad, Sev would be at my door with a chocolate frog, or tell me a story from school, or invite me to his house to help his mum brew Pepper-Up.

"For years, he's been this puzzle piece in my life, connecting it all when I needed it most. He introduced me to, well, to my future, and in many ways to myself, and he was always there when I needed a reminder of who I was and what I had. And now that's gone and it hurts," Lily finished softly, one lone tear trailing down her cheek.

"He was a good child, and I do think that he's still a good person. He's just made bad choices, and surrounded himself with people that I think he will regret knowing in the future. It doesn't help matters that his father is a muggle and one of the worst sort of people," Lily said, not elaborating, but the dark look on her face gave James enough of an answer.

"I miss my friend," she said finally, voice choked again, "And in some ways, the end of that relationship feels like the end of my childhood."

Unable to empathize, but bursting with sympathy, James scooted over and wrapped an arm around Lily's shoulders once again. James took it as a good sign when she didn't push him away; an even better sign when she rested her head on his shoulder.

They sat quietly for a while, both contemplating the story Lily had told, and the boy who was Severus Snape, when Lily caught sight of the time on James's watch.

"Shit," she whispered, and James looked down at her, a bit bewildered.

"What's wrong?" he asked, she looked at him quizzically.

"We're hours past curfew, and the tower is three floors up and on the other side of the castle to boot. It's going to be awful getting back without getting caught."

James smiled widely.

"Don't worry your pretty little head about that," James said, getting up quickly and walking over to where he'd abandoned the cloak earlier, "Getting back shall be a piece of cake if you stick with me."

Lily's mouth had dropped into an 'o' of disbelief.

"You have an invisibility cloak?" she asked stupidly, "Aren't those really rare?"

James nodded, giving Lily a hand up and then throwing the cloak over both of them, "Yeah, this was my dad's. Supposedly been in the Potter family for generations, handed down father to son, mother to daughter, that kind of thing. Since I apparently inherited this disastrous hair from my Granddad Harry, I like to think getting the cloak makes up for it," James finished with a smirk, and Lily grinned.

"I wouldn't quite call your hair disastrous…" Lily mumbled, and James scoffed quietly, as they'd just entered the corridor.

"Coming from you, Evans, that's practically a compliment." Lily grinned again.

"You know, now that I know you have this cloak, it makes some of your daring feats and legendary pranks seems much less impressive," Lily whispered.

James couldn't even find it in himself to pretend to be wounded by the remark, "Knowing that you find me even slightly impressive is gift enough."

Lily shoved him.

But then she laughed. James thought it was worth it.