Disclaimer: The characters are the property of the amazingly talented J.K Rowling. I'm only borrowing the characters and world that she has so brilliantly created.

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I apologize for any grammatical and spelling mistakes. My beta reader is on vacation, so I did the best that I could on my own.

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Chapter Three: Seventh Year

Lily took a deep breath as she opened the Prefects Carriage, entering what would be her first meeting with the Head Boy.

The site that greeted her was nothing like what she had expected. She had expected to see Remus, or possibly Andrew Goldstein from Ravenclaw. She had not expected to see James Potter calmly staring out the window watching the buildings of London fade in the distance.

At the sound of the compartment door opening, he stood and turned to face her.

He had grown taller over the summer, she noticed. His cheekbones were more finely chiseled than she remembered, but his hazel eyes were still hidden by thin-framed glasses and his black hair was just as untidy as ever.

"I know this is a shock to you - it was to me as well - but please don't be angry," he said by way of a greeting, holding his hands in front of him in a defensive manner.

Despite his words, Lily felt stung. What had he done for the last six years to deserve the title of Head Boy? She had studied hard to receive top marks and been a dedicated Prefect. While it was true that last year he had begun to grow out of his prattish antics, it didn't make up for his actions prior. Lily felt that his appointment as Head Boy grossly cheapened what she had worked so hard to achieve.

To her great embarrassment, she felt tears threaten her eyes and she blinked rapidly in an attempt to keep them in check.

"Please don't cry, Lily," James pleaded, moving closer to her.

Lily was so floored by his use of her first name that she was sure that her shock was evident in her facial expression. However, if James noticed he paid no attention.

"I don't know why I was given this job, but Dumbledore has his reasons and we'll just have to trust his judgment. I will take my duties as Head Boy seriously, Lily, I promise. I know you don't believe me, and with my past record, I can understand why. But I'll prove it to you, Lily. I'll prove it to you."

Lily regarded the determined set of his jaw and the steely glint in his eyes and suddenly she realized that she believe him.

"All right then," She told him with a small smile.

L … J

That conversation was the first of many between Lily and James as they went about their Head Duties. Lily found that she and James were not as different as she had supposed. They shared many of the same values and views as well as interests.

And what was more important, Lily found that she genuinely enjoyed spending time with James. He made her laugh and he made her think. She found herself looking forward to Prefect's Meetings for the simple reason that he would be present. She even looked forward to the paperwork McGonagall assigned them because it meant that she would get to spend time with him. Head duties went much quicker when James was there to talk and joke with, and Lily was sorry when their work was finished.

Lily and James became fast friends, putting their turbulent past behind them and Lily soon considered James to be one of her closest friends. Then, one sunny afternoon in Hogsmeade, the truth became blatantly apparent to her: She fancied James Potter. It was the only explanation to her need to see him and her need to be near him. The cause of the butterflies that soared in her stomach when she saw him walk into the room, how her day was always a bit better after she had talked with him.

Last year, he would have followed her around the village, asking to buy her a butterbeer at the Three Broomsticks or a slab of chocolate from Honeydukes. But now he was gone. And it bothered Lily much more than she'd ever care to admit.

He had changed. He no longer hexed other students simply because he could. His rivalry with Snape had not ended, but he had become much more subtle about it. Probably most astonishing at all, he had taken his appointment as Head Boy seriously. He shouldered his share of their responsibilities without any complaint, and was always extremely helpful. He had not, as she feared, used his position as Head Boy to lord over the Slytherins and give Gryffindor the advantage in the race for the House Cup.

James' personality had not exactly changed. He still enjoyed a good joke and was as much the troublemaker as ever, he and his friends were simply much more discrete about their mischief making. He had finally grown up, and just when he had stopped fancying her she had begun taking an interest in him.

She wanted to talk to Alice about her dilemma, but Alice was having her own troubles with the prospect of meeting Frank's daunting and formidable mother. Lily didn't want to add to Alice's already full plate, but after all, what were best friends for? And besides, if Alice didn't know what to do, she could always ask Remus.

L … J

"I can't go on like this Remus. This friendship thing is driving me completely mad," James sighed, flopping down on his bed so that his legs and head hung off each of the sides. His hair fell forward towards the floor and his glasses slipped off the end of his nose. He caught them deftly in with one hand before they hit the ground.

Remus closed the book he had been reading and rubbed his eyes wearily. "What am I supposed to do about it James? Believe it or not, I'm not all-knowing."

"I know," James groaned and slid his glasses back on to his face. "It's just…I don't want to jeopardize my friendship with her, but every time I'm with her, it's all I can do not to grab her and kiss her senseless and make her see how much I care about her."

James sighed heavily. "But she doesn't care about me the way I care about her."

"How do you know?" Remus challenged. "Have you asked her?"

"What part about not wanting to jeopardize our friendship did you miss?"

Remus frowned. "You don't need to snap at me."

James ran a hand through his hair. "I'm sorry. This whole situation is just so bloody frustrating. I fancy her, but we're friends, and even if by some miracle she does fancy me, she'll never tell me."

"What makes you say that?" Remus wondered curiously.

"She rejected me for a year and a half, Moony. To start dating me now would make her look like a hypocrite."

"Just because she turned you down when we were fifteen doesn't make her a hypocrite. We've all changed a lot since then. You aren't the same person anymore, and neither is Lily."

James thoughtfully chewed on his bottom lip, turning Remus's words over in his mind. "Yeah…"

"You have to decide, James. Would a relationship with her be worth the risk of losing your friendship or does her friendship mean more to you?"

What did he truly want, James pondered. Friendship or a relationship? Would a relationship with Lily cost him her friendship? Could he settle for friendship alone?

"Remus – I think... I think…" he paused, hesitant to put the secret thoughts he had been harboring for some time now into words.

Remus watched him expectantly, waiting for him to finish his thoughts.

"Getting to know Lily this year has been…a dream come true. Being her friend has made me realize that I'm not just physically attracted to her. I'm attracted to her because of what kind of person she is. I – I think I love her."

Taking a deep breath, James closed his eyes. "Which is why I'm not going to pursue a relationship with her right now."

"I'm not trying to sway your decision, James," Remus said slowly. "But why not, if you love her?"

"I couldn't handle it if I told her how I felt and she didn't feel the same," James explained, his voice choked with emotion. "I have to be near her, even if it's only in the capacity of friendship."

"You do what you think is best," Remus advised, then stood up. "I'm going to go join Sirius and Peter in the common room."

"Maybe I should just climb out the window and jump off the Tower," James pulled himself to a sitting position on the bed and hung his head in his hands.

Remus paused at the door. "You'll get through this, James. Just give it time."

James shook his head. As much as he disliked the harsh constricting of his heart, he never wanted to stop loving Lily. He would endure the pain.

L … J

The cool breeze blowing off the lake caused Lily's hair to flutter behind her, making her wish that she had brought a hair tie.

"So, what did you want to tell me?" Alice asked, making herself comfortable underneath a large oak tree by the side of the Great Lake.

Lily sat down slowly, and bit her lip, hesitant to tell Alice now that the moment was actually here.

"You brought me out here without letting me get my cloak first, so you're going to tell me what whatever it is that you drug me out here for," Alice demanded almost happily.

"Alice…I think I might…"

"If you brought me out here to tell me that you fancy James then I am going to be sorely disappointed in you."

"What?" Lily asked, her mouth hanging open in shock. "How did you know?"

Alice smiled, plucking a few blades of dry grass out of the cold ground. "Call it my best friend intuition."

Lily wondered if her feelings for James were really so apparent. She hoped not. "But I wasn't even sure I fancied him. How could you know when I didn't?"

"I've lived in the same room as you for six years now Lily; I know you as well as you know yourself. Maybe even better. Besides, you did know. You were just in denial," Alice corrected her.

"Does my fancying James make me a filthy hypocrite?" Lily questioned, tossing a few pebbles into the lake and watching them sink into the depths of the water.

"No," Alice assured her. "He's grown up. He's not the same boy you used to dislike so much."

"No, he isn't. He's changed so much," Lily said softly, talking more to herself than to her friend. "I fancy him because of the person he is now."

"Not to mention for his dashing good looks," Alice added, giggling.

"Alice, you do remember you're dating Frank?" Lily asked with mock concern, holding back a smile.

Alice grinned. "Just because I'm attached, doesn't mean that I'm blind. I know a good looking boy when I see one, and James Potter is a good looking boy. As is Frank."

Lily laughed, then sobered, sighing dejectedly. "Even if I do fancy him, he's over me, so it doesn't matter anyway."

"Over you?" Alice echoed incredulously. "He's not over you!"

Lily raised her eyebrows in a questioning manner. "But he hasn't asked me out or flirted with me in ages!"

It was now Alice's turn to give Lily a questioning look. "What do you call yesterday at lunch if not flirting?"

"Friendly banter," Lily protested, but felt her face grow warm. Maybe it had been a bit on the flirty side, but James hadn't meant anything by it. Had he?

"And as for asking you out, he stopped because you wanted him to." When Lily didn't respond, Alice sighed. "Fine, you don't believe me? Ask Remus."

L … J

"Remus!"

James looked up to see Lily making her way towards where he and his friends standing by their seats in Potions class. He felt his heart quicken at the mere sight of her.

"Hi," she greeted then all cheerily, and the four boys all mumbled their own hellos in return. She then turned to face Remus, a hopeful look on her face.

"Remus, would you mind being my partner today? Alice is in the hospital wing."

"Of course not," Remus responded quickly. Too quickly for James's liking. "Is Alice all right?"

"Just a headache," Lily explained, a slight blush creeping up her neck and cheeks.

"Please pair up!" Slughorn called out, moving to the front of the classroom and lowering himself into his seat behind his desk.

James frowned as Lily seated herself next to Remus and opened her textbook. Why hadn't she asked him to be partners? Weren't they as much friends as she and Remus? And no offence to his friend, but Remus wasn't exactly the most skilled Potions student.

"I think someone's a bit jealous," Peter observed, attempting and failing to light a fire underneath his cauldron.

James glared at Peter, resentful that he was so apparent. "What's it to you?" Taking out his own wand, he lit the small fire underneath their cauldron.

"Thanks," Peter mumbled, going a bit pink.

"I don't see why you're jealous," Sirius commented lightly, carefully slicing their mandrake root into even pieces.

"Why wouldn't I be?" James asked tersely.

"Because they're talking about you, you prat."

"What?" he and Peter asked simultaneously.

"When Lily told us that Alice had a headache, her face got all red," Sirius explained calmly.

"So?" James failed to see the significance of this event.

"She was lying. Alice may very well be in the hospital wing, but she doesn't have a headache at all. Her absence is just an excuse for Lily to be partners with Remus so she can talk to him."

"About me?" James asked, feeling rather skeptical about the whole idea. Why would Lily want to talk to Remus about him?

"You think you're the only one who goes to Remus for advice?"

"Advice? About…me?" James stole a glance at Remus and Lily, conversing in low tones as they added ingredients to their potion . Lily's face was red and Remus seemed on the verge of smiling. What in the world was going on over there?

"I'll let you figure the rest out on your own," Sirius smirked knowingly.

L … J

"How's the headache?" Lily grinned as Alice slid into the seat next to her in Charms.

Alice shuddered. "Whatever you found out had better be worth my being force fed Pomfrey's tonic. How about the notes you promised me in exchange for skipping?"

"Well," Lily began as she handed Alice several piece of loose parchment. "Needless to say, Remus found the entire situation quite laughable. He said…he said that James still fancies me."

"Told you so," Alice said smugly. "The bloke's completely infatuated with you, Lily."

L … J

The wind tugged at his cloak making it ripple behind him, the material rustling loudly. Air rushed past his face as he dived, heading straight for the ground at a precarious angle. At the last moment he pulled up, barely skimming the grass as he did so.

Why would Lily want to talk to Remus about him? The question had been plaguing him since the minute Sirius had made his mysterious comment about figuring the answer out on his own, and still he had no answers.

When he had asked Remus about it, his friend had dismissed it, saying that Lily had simply needed a partner and that they hadn't talked about anything important. While James wanted to believe Remus, what Sirius had said lingered in his mind, causing him doubt Remus's words. It had been clear that Lily was lying, but why had she? Was it, as Sirius suggested, because she wanted to discuss him? James knew that back when he had constantly asked Lily out, Lily had repeatedly asked Remus for explanations and advice. Was she doing the same thing now, and if so, why?

Did she not want to be friends with him? James zigzagged through the goal posts, venting his frustrations. It couldn't be because she didn't want to be his friend, it just couldn't. Not only did the facts not add up, but James couldn't bear to consider the idea that Lily didn't want his friendship. So what was she seeking advice about then?

An inkling of an idea crept into James's brain, and the more he thought he about it, the more he began to see the sense in it. To find out would require a risk, but it was worth it. He didn't want to endure the pain, he wanted it to be relieved, by the only person who could bring him out of his current state of misery. He had to let Lily know how he felt.

L … J

Lily was scoring the Prefect's Meeting Room for her Transfiguration textbook when she caught site of James leaning against the door frame.

"Don't scare me like that!" she chided him, placing a hand to he chest. "You nearly gave me heart failure."

Despite her words, she was glad to see him. He must have been outside flying around the pitch. His hair was even more windblown looking than usual, his face was red from the wind, and his robes were rumpled. He quite handsome, she thought, smiling to herself.

"I've been wondering something," he pushed away from the door and came to stand directly in front of her.

"Oh? What?" she whispered, her breathing quickening at his close proximity.

"What it would be like to do this," he said before swiftly leaning down and covering her mouth with his. Lily felt as though all of her nerves were on fire as James's lips slid over her own. His kiss was gentle, yet it held a firmness that sent a tingle racing up her spine. Responding, Lily added her own pressure to the kiss. She could feel his lips curving into a smile as he ran a hand through her hair, playing with the ends of the strands.

Pulling away, Lily stepped back. Her breath came in shallow gasps, her chest rising and falling quickly. He had kissed her. Not just a friendly peck on the lips either. It had been a kiss boarding on snogging. It had been the kind of kiss she had so longed for with James, and yet it had confused her.

"I…I need to talk with Remus," Lily stammered, unsure of what to say or do. She turned to make to her way from the room, but James caught her hand, effectively stopping her and gently pulling her towards them.

To Lily's utter confusion, James was grinning. "No you don't. You and I have been asking Remus questions about each other long enough. Don't you think it's time we went to each other with our questions?"

She looked at hard him for a moment, realizing that he was right. It was such a mature thing to say, so unlike his former self. It was time to stop running to Remus each time she needed answers. She was capable of finding the answers for herself, she only needed to ask. Before, she had been afraid to go directly to James for the answers she sought, but now the words tumbled easily from her mouth.

"Why did you kiss me?" She asked, looking directly into his hazel eyes. They were smoldering with longing and emotion and it made her shiver slightly.

James took her hands in his, rubbing the tops of her hands slowly. "Because I fancy you, Lily. Something horrible. I didn't know how else to let you know…but I had to tell you. Even if you don't feel the same way, I had to let you know how I felt. It was tearing me up inside and -"

Leaning forward, Lily briefly touched her lips to his, cutting him off mid sentence. "I do feel the same way, James. I thought maybe you were over me. It hurt so much to think that just when I had finally noticed you, you had stopped caring."

"I know," he whispered, his breath warm upon her cheek. He pulled one his hands away from hers and brought it up to touch her face, gently running his calloused fingers over her cheeks, jaw, and lips. She leaned into his touch, savoring the feel of his warm hand on her skin.

"Be my girlfriend?" he asked, pulling away from her so that he could properly look her in the eye as he asked.

"Yes," she breathed, unable to stop a smile from spreading across her face. Her heart was racing from the thrill of it all. He had not given up on her after all. He still cared for her, and now here he was here, proclaiming his feelings and asking her out. She felt overwhelmed with happiness. She wanted to shout it up and down the corridors that James Potter fancied her, and she was his girlfriend.

He kissed her again, this time pulling her close, running his hands up and down her arms. Lily was sure that he could hear her heart thumping wildly in her chest. Reaching up, she ran her hands through his jet black hair. It was softer than she'd imagined. And she had imagined.

Pulling away, he leaned his forehead against her own, still holding her close. His body was warm, and she reveled in their proximity. Her mind reeled from the kiss and his nearness.

"Now look what you've done," she told him with a smile, unable to be angry with him. "I've forgotten what I came here for."

"Sorry," he grinned lopsidedly, one side of his mouth higher than the other.

She couldn't keep the smile off her face. "No you're not, but thank you for the gesture just the same. Oh! My Transfiguration book, have you seen it?"

James shook his head, hazel eyes twinkling as he leaned in for another kiss. "Ask Remus."

THE END

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