AN: Thanks for checking out my story & enjoy!

Disclaimer: James & Lily are fictional characters created by J.K. Rowlings herself. I do not own them.

It was a crisp morning and the cool air nipped at her exposed skin. She rubbed her arms as she walked down the castle steps and out into the morning. Once her shoes touched the grass of the Hogwarts grounds she took off running. She tried to ignore the biting air knowing she would warm up in a few minutes. She had always loved to run and found this year, especially, that she needed to. It was freeing in so many ways and with all the additional responsibilities that came with being Head Girl it helped her survive.

She ran for a lot of reasons; it was healthy, it reduced her stress, she could eat anything plus it gave her time to think. As much as she tried not to let him enter her mind she often found that her entire run could be consumed by thoughts of him. It probably didn't help matters that he joined her for a run at least once a week and if the weather was warm he ran without a shirt. Yes, the shirtless boy was quite a distraction.

Things had changed, for the better, between the two of them. They no longer argued, they learned to respect one another and had actually become friends. Their friendship was easy and fun and she often wished she would have given him a chance sooner. She knew that he had fancied her in the past but she was certain that he did not harbor those kinds of feeling for her today. Although, when he puts his hand on the small of her back to lead her out of class or when he teases her in a way that some would consider flirting, she wonders if she is mistaken.

She gives up on finding a way to push him out of her mind. This is a battle she never wins because she wants to think about him, even if she doesn't. So, as she runs she thinks about him. She never meant for this to happen, to feel this way about him. At first she thought she liked him simply because she liked being his friend; they were having fun together. But, one day she realized that although she does like being his friend, it is far more then that. She fancies him.

Her feelings drastically complicate things. She knows it isn't smart to fall for the Head Boy and she finds herself at a crossroads. Can she find the strength to be vulnerable and expose her feelings to him or should she try like hell to push the feelings away and ignore them. She isn't sure she is strong enough to resist the desire to be close to him but what if he doesn't feel the same way about her? Things would be awkward, and what would become of their friendship? She needs to think, to figure things out. She needs to pick her path. This is why she runs.

As she comes around the west end of the castle she can see a person descending the castle steps. It's him. He has come to run with her. Of course he has. Her body betrays her and her stomach does a flip; she tries her best to ignore the sensation. She watches as he jogs to the edge of the grounds to join her.

He isn't shirtless today, thank Merlin for small favors, but the sleeves are ripped from his t-shirt exposing perfect arms. She looks at the ground and tries desperately to regain focus on her run.

"Hey." Her salutation is breathy as she closes the distance between them. She doesn't stop running when she reaches him and he is able to effortlessly match her pace.

"Hey, perfect morning for a run, huh?" he greets her as he falls in step beside her.

"Yeah, it is." She smiles at him.

"I would have joined you sooner but I didn't hear you before you left."

"I'm sorry, James." She apologizes. "I would have grabbed you if I had known you would be running this morning."

"Lily, Lily, Lily… I have been running with you on Mondays practically since the start of school." He gives her a mock look of disapproval. "I think you might be avoiding me." He teases.

Lily can feel herself blush and is thankful, for once, to already have rosy cheeks from her run. She wonders if he is teasing her knowingly or if it's pure coincidence.

"How many times have you been around the castle?" He inquires.

"Just once, don't worry you didn't miss anything." she teases giving him a warm smile.

"Well, I guess it's all pleasantries that first lap anyway… so let's just skip all that and it really will be like I didn't miss anything." James winks when she looks over, pretending to be shocked at his words. He laughs at her expression and she can't help but laugh with him.

"However do you suppose one enters into the middle of a conversation they haven't actually been participating in?" she poses thoughtfully.

"Great question." He pauses and looks thoughtful before replying, "So what do you think Gabby and Sirius were fighting about on Friday night?"

Lily laughs and James smiles at her in response.

"Nice, Potter! I didn't think you were going to be able to pull it off… but well, once again you have surprised me." Lily compliments. "That question would never work as a conversation starter." She remarks as she laughs lightly.

"I like when I surprise you, it keeps things interesting." He casts a mischievous look in her direction without fully turning his head to look at her.

"You have done a lot to surprise me this year, in a good way" she confesses.

"Is that so?" He questions thoughtfully. "Good." He concludes, steeling a glance at her.

They run side by side and she is careful not to run close enough that their arms might touch. It is quiet for what feels like minutes and Lily tries to focus on the sound of leaves crunching under foot; anything to avoid thinking about the person next to her.

"Can I ask you something?" He breaks the silence.

"Sure, what is it?"

"Were you avoiding me this weekend?" He asks softer then he intended and she detects more hurt then curiosity in his voice. He didn't give her time to respond before rambling on.

"…it's just that I usually spend some part of the weekend hanging out with you and when we didn't really see each other I… well, something just seemed off." He concludes uncertainly.

Lily doesn't answer, she just keeps running. He is looking at her, she can see him from the corner of her eye but she can't look at him right now.

"I wasn't avoiding you." She finally says. "I had a lot of homework to do… and honestly I just wanted some time to myself." She gives him a quick small smile hoping that he will drop it.

"Is everything alright? This time to yourself wasn't because you were upset about something?" He probes.

"No worries, James." She flashes him a genuine smile.

"You sure?" He persists. "I just got this feeling…", he breaks off. "I think we are pretty good friends, don't' you?" He suddenly inquires.

"Yes, I'd say we are…"

"Well, I can't help but think that I understand you well enough to know when something is up. You hardly ever take a break from your friends and honestly Lily, I was a little worried." He glances at her and then faces forward again before continuing.

"You know you can talk to me if you want, I'm a pretty good listener." There is seriousness in his voice that she rarely ever hears.

She cannot believe the direction their conversation has gone. This could very well be the most uncomfortable run of her life… well, second only to the first time she had to endure running with a shirtless James Potter.

"Thanks, James but… I'm not sure I could talk to you about this. It's something I usually go to Gabby or Alice to figure out." She replies carefully not looking at him.

"Oh, I see." Is his only reply.

She can't tell from his tone what he is thinking. He doesn't sound mad… hurt or disappointed, maybe?

"…it's just that…" she tries.

"No, I get it, it's about a guy. You like someone."

"What?... No!… Ok, yes… maybe…"

"Well, which is it?" he asks with irritated curiosity.

She replays his words in her head. It has been a while, but she is familiar with this side of James. She recognizes the emotion bubbling just below the surface; she has seen it many times. He is jealous.

"Ok, do you really want to know?" she asks.

"I don't know." He replies almost brooding.

They run in silence for another minute. This is not going how she had hoped and an awkward tension settles between them. She is angry that he can shut her down like this.

"What I can't figure out is how you had any time to find someone to fancy when I try my best to monopolize all your free time." He looks thoughtful despite his smile and she can tell that although he is teasing, there is a part of him that wants an answer.

Lily stops running. Her chest heaving as she tries to catch her breath, her feet are rooted to the ground. James jogs back to her with a puzzled look on his face.

"You can be such an idiot sometimes!" she attacks as forceful as she can manage.

"What?" He asks clearly not anticipating her assault.

"You already know the answer to this if you think about it." She tells him in an irritated tone. The lost look on his face tells her that he is not following.

"Funny, or not, I do spend gobs of time with you and of course I don't have time to run around the castle finding someone to fancy… and I never said I fancied anyone, you jumped to that conclusion on your own."

He just stares at her trying to figure out a safe way to respond. They have not had a fight all year and he doesn't want this to suddenly change that.

"Why do you care anyway?" she asks before turning away from him and walking toward the castle.

James grabs her arm and she turns around to face him.

"Lily, please don't do this. I don't want to fight" he pleads.

She looks at her feet, embarrassed at her outburst. James slides his hand down her arm and holds onto her hand.

"I'm sorry." She apologizes looking up at his face. "I didn't mean to get upset with you… I think I must be more stressed then I realize."

"I'm just concerned about you, Lil, that's all." He tells her sincerely, slightly squeezing her hand.

The warm pressure of his hand catches her attention and she looks to the space between them. James still has her hand in his and she borrows just a moment to reflect on the symbolism of such a simple act.

"Do you like me James?" She blurts out.

"Of course I like you, why would you ask that?" He responds immediately with a confused look.

"No, James…" She corrects, shaking her head. "…Do you fancy me?"

"Uh, well…" He pauses clearly conflicted and runs a hand through his hair. "Honestly?"

Lily nods her head in response.

He pauses again and takes a deep breath before looking in her eyes, "Yes."

He holds her gaze looking for her reaction. Lily smiles and then looks down, trying to escape his penetrating stare.

"Lily?"

When she doesn't respond he continues "You can't just ask that question and then say nothing. You're killing me here!"

Lily looks up at him and before he can utter another word, she kisses him. She knows he did not see this coming and the look on his face confirms it, a look she will forever remember.

"I like you, too." She answers his surprised look.

"Wait… what?" He asks confused. Lily smiles back at him waiting as her words sink in.

A large smile graces his features, "Do you think you can repeat that... and pinch my arm when you say it so I know I'm awake?" He asks teasingly.

"I could… or I could just kiss you again instead." She answers back playfully.

"Tough choice." He teases back as he pulls her close and kisses her.

As they walk hand-in-hand back to the castle James asks, "So, if I hadn't come out to run with you this morning, would you have ever told me?"

"Actually, I was trying to figure that out this morning before you appeared." She squeezes his hand and smiles.

"Well, what do you think you would have decided?" He probes further.

She laughs softly as his persistence. "Guess we'll never know."