Disclaimer: I own nothing in this story except grammar mistakes. Everything else is the property of J.K.Rowling.

Summary: James and Lily are in their seventh year and James is doing his best to win Lily's heart.

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"I've really changed Evans, can't you see? It's a whole long month I haven't done anything to Snape"

James Potter, the most charming seventh year at Hogwarts, was as usually on his knees begging Lily Evans to go out with him. The whole school was used to see such scenes at least five times a day so no one in Gryffindor's common room was paying attention to them.

"Wow Potter, that's just wonderful. A real progress to you. I think I should throw my arms around your neck and start kissing you," Lily answered sarcastically.

"Well, that sure would be nice from you," grinned James.

"You see! You haven't changed at all. You're still the same self-centered, arrogant git that you were all these years. And excuse me but I have homework to do so please go and bother someone else."

With these words Lily hid herself behind the huge pile of books on her desk, trying to pretend that James wasn't there, although it was very hard to do this. She didn't want to admit to herself that it looked that James had really changed. To the good side. He stopped playing pranks on her, cursing Snape just for walking by and trying to impress her with his quidditch abilities or messy hair. Through the summer he became very attentive and surprising. The first surprise he made to Lily was on Hogwarts Express. He came to her compartment and, before she could yell at him that he was the least wanted person here and that he should get out before she took out her wand, James said "I don't care that you think I'm an arrogant, bullying toerag. I will prove you that I've changed and I'm going to win your love this last year at Hogwarts even it will cost me everything I have." Then he took a bouquet of red roses from behind his back, put them in astonished Lily's hands and went out of the compartment before she recovered from surprise.

From that day James really started to try to win her heart. At classes he tried to sit as near to her as he could, when she couldn't do some spells he showed her how to do them, he even brought her notes from classes and homework when she was in a hospital because of broken leg. What is more, Lily found red roses everyday and everywhere - on her bed, in her bag, on her desk, and even on her broom. She only had to mention that she was hungry and five minutes later James would put all kind of food taken from the kitchen on her desk.

And he managed to win her heart. Lily noticed that she started feeling something to James Potter. She tried to take that feeling from her heart. Lily was afraid to believe that James Potter, the guy who broke so many hearts, could be really in love with her. She was afraid that she may be just one of the many girls in his life that he has seduced and then dumped. That's why she promised herself not to admit her feelings until he will do something really special. Something that no one has ever done.

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"Bad luck again, Prongs?" James heard Sirius' voice behind him. "Yeah. Damn it, why can't she just accept to go out with me? Doesn't she see that I'm doing my best to win her heart? She didn't like the arrogant me and I changed. What does she want more?"

"Never try to understand women, mate. They're just too complicated."

"I think you should do something incredible, something she wouldn't expect, something that no one has ever done," said Remus from the armchair in front of James.

"Like what, Moony?" asked James in desperate voice.

"I don't know. That's what you have to think of all by yourself. I suggest you to do something on Halloween. It's after two weeks so you have plenty time to do something big."

And then a brilliant thought came to James' head.

"Moony, you're genius. I have an idea but you and Padfoot will have to help me."

"We're at your service, Prongs," answered both friends in unison.

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The next two weeks to Lily were the same as the previous months - red roses everywhere she went, Potter waiting for the chance to help her. Well maybe not everything was the same. She noticed that James spent a lot more time in the library looking for some kind of spells or whispering with other Hogwarts' students. She knew that he usually talked only with Gryffindors but now she saw him talking with students that she was sure he never talked to. The strangest was that when she went past whispering group of students with James in the middle they all stopped talking and when she was far enough not to hear what they're saying they started whispering again.

This wasn't the only strange thing that was happening. Lily also noticed that James was trying to convince professor McGonagall in doing something. It seemed that he pursued professor until she agreed.

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TBC.

A/N: R+R please. I really need to know what do you think about it.