It was a wintry day at Hogwarts, and a class of third year students huddled together shivering in the dusty Defence Against the Dark Arts classroom watching a rattling grandfather clock.

"Now, now, concentrate class!" said Professor Drapon, rubbing his hands together in an effort to get warm. "The Riddikulus charm requires high levels of mental strength. Let's try not to focus on the cold and instead on our chosen image!" There were several grumbles from the class, the loudest of which seemed to come from the back where four of Hogwarts' most notorious pranksters were standing.

"Something to add, Potter?" called Drapon.

"No, no Professor," replied James "You've summed it up perfectly. I was merely groaning in jealousy" Drapon rolled his eyes and continued to lecture the class about wand movements.

"My fingers are frozen solid' murmured James to Sirius. "I can barely hold my bleeding wand"

"You know, you guys really should listen to this" whispered Remus from behind them.

"Oh lighten UP Moony," said Sirius slightly louder than James had been, earning a glare from Lily Evans and her friends who were standing near-by.

"Oops" he chuckled. James grinned at Lily giddily but she turned away. "I think she's still getting over the dancing spoon from this morning" smiled Sirius noticing the exchange.

"It wasn't that bad was it?" asked James in a whisper "I mean, it was only a little Irish jig. I thought it would display my sense of humour"

Peter looked up at him and giggled slightly. "She was eating with the spoon"

Sirius tried valiantly to control his laughter too but a loud snort escaped. More members of the class turned and looked at the group. "Guys, this spell might be important!" whispered Remus urgently, but with a small smile. Professor Drapon stopped talking, finally noticing that the back half of the class wasn't paying the slightest bit of attention.

"Lupin!" he called suddenly "you seem to have a lot to say, how about you go first?" The little group stopped giggling and Remus went so pale he was almost translucent.

"Um, sir –" Dumbledore had told only the necessary and most trusted teachers about Remus' 'furry little problem' and evidently, Drapon was not one of them.

"Actually it was me talking sir" interrupted James and Sirius clapped him on the back as he stepped forward and Remus breathed a sigh of relief.

"Very well Potter!" said Drapon, as James strutted to the front of the class. "Remember the wand movement, keep in mind the incantation Riddikulus! And be prepared for whatever comes out of that clock" James nodded and took his stance, looking determinedly at the grandfather clock as Professor Drapon unlocked the door.

The class waited on bated breath, some standing on tip-toes to get a look at what the great James Potter was afraid of. He was so brave, so sure of himself all the time. What could he possibly be afraid of? Needless to say, no one was expecting it when a mirror image of Lily Evans stepped out of the clock and onto the classroom floor. The entire class burst out laughing. It was another one of the Marauder's famous pranks. The boggart-Lily, frightened by the laughter, began spinning like a top and shape shifting so fast it was a blur.

James grinned nervously and stood at the front of the class awkwardly, looking like he wanted to sink into the cold stone floor. He looked up into the eyes of the real Lily Evans who looked furious.

"Another one of your stupid pranks I assume, Potter? Yes very funny, create an illusion boggart so it looks like your greatest fear is me. Very witty, so, so clever. Well you've had your fun, change it back now." James opened his mouth, then closed it again, glancing between the boggart-Lily and the real one in genuine confusion.

"Oh I see." Evans said contemptuously "You want to have a bit more fun, get a bit more glory. And as usual I'm the butt of the joke. Well I'm sick of your lame jokes, your immature pranks and I'm sick of you!" and with that she stormed out of the classroom, much to the amusement of the class who was still roaring with laughter.

Surprisingly, the only ones who were not laughing were the biggest jokers in the whole school. Remus, Sirius and Peter were all looking worriedly at James who in turn was looking worriedly at the boggart-Lily who was slowly recovering as the laughter died down. Professor Drapon wiped his eyes with a chuckle and said "oh my dear boy, you're very sly, I didn't suspect a thing. Where is the real boggart?"

"But I didn't - " stammered James but he was interrupted by the boggart-Lily who was walking towards him with an expression of uttermost loathing.

"You? Urgh not YOU again!" she shrieked "You disgust me! You're the most repulsive creature I have ever met."

No one was laughing now, as the students came to the realisation that James had not tampered with the boggart at all.

"You fancy me don't you?" mocked the Lily-boggart "I'd rather DIE than love you. I will NEVER love you. And don't think I don't know your dirty little secret-"

"R-RIDDIKULUS" yelled James, his voice breaking a little and his wand flailing wildly.

"Every time I see you I throw up a little in my mouth" continued the Lily-boggart, unfazed by the weak spell. "I want to claw my eyes out you're so ugly. You, strutting around the school with your stupid little friends. I hate you and everything about you!"

"...Lily" James said weakly. It seemed as though all the life had left him. He reached out to touch her

"URGH... don't TOUCH me, you miserable little creep! I can't bear to be around you!" She turned her back on James. He stepped towards her, only for her to move slightly out of reach, never facing him, never acknowledging him

James took another step, let out a a small sob and reached out to touch her fiery hair, only to be stopped by a hand on his shoulder. Professor Drapon, had come out of his apparent shock and decided that enough was enough. He uttered a quiet "Riddikulus" and the boggart fled back into its clock, the door closing with a snap.

The class stood in stunned silence, staring gobsmacked at James who was now knelt on the ground in front of the clock with his head in his hands.

"Well?" yelled Sirius, "What are you lot gawping at?" He strode to the front of the class where his friend knelt and glared at them all. The atmosphere in the classroom became extremely tense and all the students avoided eye contact. James unsteadily walked towards the door with a blank look on his face and Sirius following briskly behind. The class moved as one to make a path for them.

Remus broke off from the crowd and followed the two boys as they passed. At the door he turned back to the silent class, saying in his quiet voice "I think, it would be best for all of us, if no one told Lily about this, don't you?" and he stepped out of the classroom, closing the door behind him.

The silence in the room gave a new meaning to the phrase 'you could hear a pin drop'. Professor Drapon surveyed the rest of the class. No one seemed sure where to look. A couple of Lily's friends had sheepish expressions and Peter had his hand over his mouth and his rat-like eyes kept twitching towards the door as if he was uncertain whether to follow after the other three.

"Maybe," murmured Drapon, "We should continue our practical on boggarts another day".

Suddenly the door opened again and the real Lily Evans entered the room and the tension in the room went up a few notches.

"What happened with the boggart?" she asked curiously, "Potter looked upset, what happened?" and although she questioned every member of the DADA class for weeks afterwards, no one told her.

It might have had something to do with the wrath of the Sirius and the Marauders who were known for having several painful, yet amusing tricks up their sleeves. Or it might have been due to the fact that they had never seen that level of love before and that it was confusing to the class of thirteen year olds. But it was probably more to do with the fact that no one wanted to give Lily the guilt of knowing that she held the heart of James Potter in her hands, and that because of her he faced his biggest fear every day.

A.N. I had this headcanon that James' biggest fear was rejection (not just from Lily, from everyone, if he'd cast a better Ridikulus the boggart may have changed to Sirius, or his parents, or McGonagall). He has this intense need to be liked, which is why he acts like a bit of a prick some of the time. I think this also may be one of the reasons he hates Snape so much. I wrote this a long time ago but because the original website is closing down I'm publishing it again here.