He had changed. Oh sure he had never quite been the arrogant prick Lily made him out to be but he had changed.

Lily would never forget her surprise when she walked into the heads compartment and saw James Potter of all people standing there with his head boy badge gleaming mischievously down at her. Then to her surprise he had not smirked, not boasted but merely smiled down at her kindly before going into a discussion about their duties.

What had happened to make him change so? Lily knew James was not as bad she made him out to be. She herself admitted that exaggeration was one of her faults but still….James Potter was the one to boast of his accomplishments-not accept them with a mere smile.

As the Days passed Lily noticed more and more exactly how much James Potter had changed. He was actually civil with Snape instead of trying to hex him all the time. Oh sure the innocent prank was played every now and then on him but the ruthlessness, the I- am-James-king-of-Hogwarts aura was not present anymore.

Then…then just as Lily began to come to terms with the new James, something happened-something that triggered a new emotion in Lily. It was like any other Saturday morning about one month into the school year. It wasn't until Lily heard someone slam their fist down on the table that Lily realized something was amiss. Looking up from her book she saw James Potter clenching a letter. His knuckles were white and it seemed that he had slammed his fist down onto the table while holding the letter. He curtly stood up and stalked out of the room, the Marauders trailing behind him.

After that James Potter disappeared from Hogwarts for one week. Rumors of his disappearance abounded. People said he had been expelled for doing some sort of cruel prank on a member of the staff. Others said that Dumbledore may have decided that James Potter was not up to par as Head Boy and had decided to choose another Head Boy sending James into a fit of rage making him leave Hogwarts. However the most believable rumor of all was also the one that was true. James Potter's mother had died. This rumor was confirmed when Dumbledore called Lily into his office and asked her to be understanding with Potter once he arrived back at the end of the week from his mothers funeral.

Lily could do nothing but nod. She thought how she would feel if something had happened to her mother…(why she would positively die). She loved her mother so much….and James had just lost his. Lily felt her heart clench painfully at the thought.

When James arrived back it was a Hogsmeade weekend. People caught glimpses of him wandering around Hogsmeade with the marauders but his friends did such a good job of hiding him away from the world that no one got a chance to talk with him. Sirius wouldn't let them, a friend of Lily's complained. Every time someone went up to offer their condolences Sirius would coolly lead them away while Remus and Peter crowded around James pretending to talk to him about something important.

Lily understood-he didn't want anyone's sympathy or their pity right now. He wanted to be left alone to mourn in peace. She herself caught a glimpse of him coming out of the three broomsticks with his friends in tow and it took all of her will power not to run up to him. Turning the other way, Lily went to meet her friends at Zonkos.

It wasn't until the end of the day when everyone was trudging back to Hogwarts that Lily saw James laughing half heartedly with his friends as they got out of the carriage. Lily had opted to walk back to Hogwarts with her friends and as she looked up at him from her position a little ways away she saw his eyes. The eyes that had always twinkled mischievously at her were no more. In their place were the eyes of a man who had seen so much in such a little span of time. Here was a boy that had to grow up too soon and it broke Lily's heart. Abandoning all reason she began to run up the slope yelling for Potter to hold up.

She saw him tense with his back towards her as if he couldn't believe that it was Lily saying his name. Turning around he didn't try to hide his surprise at Lily running towards him with all haste. He assessed her carefully as she came to a stop in front of him. He held a hand up for Sirius and Remus to stay behind him.

"Anything you need Lily?" he asked looking down at her kindly.

"Well…uh…that is to say…" Lily stuttered and to her disgust she felt herself turning red under everyone's scrutiny. James merely smiled down at her politely. "I just…I just wanted to say that I'm here." She said breathlessly. James raised one eyebrow in question. "I mean to say-"she began turning even redder. "-that I don't want you to worry about-about head duties and what not. I mean-" She said quickly hoping he wouldn't take it the wrong way and think she thought him incapable."-that I know it's really hard for you….what you must be going through-" she continued quickly. "-and I don't want you to feel any pressure from my side. Take things at your own pace and don't worry about trivial things such as your head duties." She ended in a rush wondering if she had worded this speech right.

A trace of the old twinkle in his eyes seemed to have returned.

"I'll keep that in mind." James returned kindly. Obviously he had been watching her turn from red to redder with amusement. Then with a quick nod he turned to join his friends. Lily stared after him in contemplation. Had it been the old James he would have teased her mercilessly about her blush. He would have said that maybe she had only come to him to flirt with him. He would have tried to ask her out. He would have called her Evans instead of Lily.

He had changed……and she liked it..