THIS STORY IS NOT TRULY COMPLETE AS EACH CHAPTER CAN STAND ALONE. REPEAT: STORY NOT COMPLETE.

UPDATES WILL STILL OCCUR.

THIS IS A COLLECTION OF ONE-SHOTS REVOLVING AROUND FIRSTS BETWEEN LILY AND JAMES. I'M TRYING TO STAY AWAY FROM THE BIG ONES AND INSTEAD FOCUS ON THE FIRST TIME THINGS LIKE KISSES OR DATES HAPPENED BETWEEN THEM. THE TIME LINE WILL SKIP AROUND A BIT BUT IT SHOULDN'T MATTER CONSIDERING THIS IS JUST ONE-SHOTS. THESE WILL NOT BE SHORT LITTLE SNIPPETS BUT FULL-LENGTH STORIES WITHIN EACH "FIRST". ENJOY AND LET ME KNOW WHAT YOU THINK.

Disclaimer: I do not own Harry Potter. These characters are the sole production of J.K. Rowling and I take no credit in their creation.

"I'm quite good with healing scars," she said after a pause, not even knowing where that came from. "I could try and…. you know, heal some of the ones on your back…just if you want."

For the first time that night, James's face held a bit more of his usual look around it. "Are you trying to get me to take my shirt off, Evans?" he asked with a smirk.

THE FIRST TIME…. Lily kissed James.

Lily Evans was not the type who woke up easily. She was the type that had the Russian Circus called in as her alarm because the normal beeping from her muggle clock meant absolutely nothing to her. She was the type that needed more than a push or a shove to get out of bed. She needed a whole bulldozer. That's why when she woke up in the middle of the night her second day back Sixth Year, it took her a second to understand what was going on.

Blearily adjusting to the darkness around her, Lily wondered what could've possibly woken her. All that was permeating the utter silence in her dorm was Alice's soft snores across the room and Marlene's louder than normal breathing due to the cold she developed in Potions this afternoon. There was no reason she should be awake. With a small groan of frustration, Lily flopped back onto her pillow and squeezed her eyes shut, hoping to catch the last remnants of sleep.

This plan did not work well and she tossed and turned until Emmeline's voice drifted softly from her left, "Lily, dearest, you're moving too much. You're going to wake the whole room."

"Sorry." Lily cringed and went still.

"S'fine," Emmeline whispered back groggily, drifting peacefully back into sleep.

Staying still was even more painful and finally, with a deep breath of disappointment, Lily heaved herself off her bed and grabbing her Transfiguration textbook, headed for the Common Room. Might as well use her time wisely, Lily thought while yawning deeply. She shut the door softly and then treaded down the spiraling stairs, thinking maybe she could study a little and then try for sleep again.

Absorbed in her own thoughts, she missed the voices coming from the couch until she nearly stepped out of the staircase. Jumping back up a few steps, Lily realized that she was not the only one awake at, checking her watch, 3:30 in the morning. The two voices were male and one seemed angry while the other just seemed weary. Come on, I know those voices, Lily told herself, still trying to rub sleep out of her eyes.

"Why didn't you tell me sooner?" the angry voice demanded.

"You didn't ask, so I didn't tell," the weary one responded. Lily thought she heard a sigh. "It wasn't like I could just walk up to you and break the news that…that…"

"That your life was a living hell." The angry voice quieted. Lily knew that voice.

"Potter," she muttered to herself, creeping to the edge of the staircase and peeping into the Common Room. What was he doing here at this hour?

James's face was obscured by the shadows that leaped from the fire over the carpet and encased his pajama-clad body. Lily only knew it was him because his glasses glinted brightly in the crackling firelight. Sirius' head of dark hair was much more visible over the back of the couch which he sat on and Lily shook her head in disapproval. What were these two planning this time? They had only been back a few days for Merlin's sake.

The silence between the two continued and Lily crept forward a bit more into the light, realizing that Potter was much too absorbed in his best friend to see a glint of red hair on the staircase. His arms were crossed and she realized he didn't look angry, he looked in pain. Sirius had his back to her, head in his hands as he stared into the fire.

"How long has this been going on?" James asked quietly and Lily strained to hear over the crackling of the fire.

"Ever since I was sorted into Gryffindor," Sirius's husky response came.

"That was nearly five years ago," James observed, his tone unreadable. "They've been that cruel to you for five whole years and you never said anything?"

"What'd you want me to do James?" Sirius's voice burst forth. "March up to Dumbledore and ask him to sort me into Slytherin? Or maybe find me a new family to live with?"

"You could've told me!" James sounded angry again. "I could've helped you. We could've done something about it!"

"Oh don't even start with me," Sirius scoffed. "You got me in just as much trouble. Befriending a blood traitor? Got the belt for that one. Bringing you into the mix would've only been worse for the both of us."

Lily narrowed her eyes. This conversation was obviously very private and though she'd like to pretend that she had no idea what the two Marauders were talking about, she knew that she could draw her own horrifying conclusions. She should leave. Stepping up backwards, her ankle cracked. James and Sirius both whipped around, gazes fixed towards the staircase.

Lily cursed silently in her head. The moment of hush that ensued was painful as Lily pressed against the stone wall, holding her breath and hoping beyond hope that they'd just pass it off. "Its nothing. Probably just a mouse," James finally declared. Breathing a sigh of relief, Lily stayed frozen to her spot, realizing that she would have to stay until they were done or risk being caught eavesdropping.

There was a pause. James turned into the light and Lily could finally see him for the first time. His face was dark, the shadows that flickered at his chin making him look all the more sinister as he stood with crossed arms and furrowed brows. Deep worry lines that didn't often appear on the laughing Chaser's carefree face aged him considerably, so much so that Lily barely recognized the boy she had only just recently begun to call "friend."

James shook his head, placing his hands on his hips. "I can't believe we've been best mates for all this time and I never knew."

Sirius laughed darkly, giving Lily shivers up her spine and said, "Trust me, you didn't want to know."

"Not true," James said immediately. There was a lull between them before James said, "We could've bared it together. That's what best friends are supposed to do. They're supposed to be there for each other. We could've easily found a way to make Polyjuice Potion. We could have switched spots for a few days or something."

Sirius laughed again but this time, it was not quite as dark. "Thanks for the offer, James." Lily peered around the corner a bit more and saw James ruffle his hair distractedly. For the first time, the familiar gesture didn't bother her and she found herself watching him more closely than usual.

"Were they bad?" James asked, leaning against the wall and looking at Sirius.

He shrugged. "Some of them." A pause. "Depended on my parents mood, I guess. Speaking out of turn was one slap, stating my opinion earned a beating with the kitchen broom, and defending unpure blood was…hmm…. maybe a couple days without food and a broken nose." He stated them as a simple fact, considering each one with a tone of boredom.

The horror Lily felt inside was mirrored on James's face. Leaning forward, James gripped Sirius's shoulder tightly. "I'm going to hex them into tomorrow the next time I see your parents."

"Don't even bother," Sirius snorted, pushing James hand off lightly. "Its not like it hurts anymore, or is even unexpected. The biggest trouble I probably have is Regulus, who can't help but give into their constant questioning about what I'm doing at school. I sometimes forget things that would be unacceptable to them while I'm here. And that's what gets me into the most trouble."

"Like what?" James asked, the lines on his face managing to deepen further.

Sirius looked like he took a deep breath and considered. "Here's an example," he mused. "Remember last year coming home on the Hogwarts Express, Lily rode in our compartment for the last bit?" Lily stiffened in the shadows.

"Of course I do," James responded, like it was obvious.

"Well, remember when we got off? And she said goodbye and gave me a hug, partly for laughs?" Lily remembered, as did James, who nodded. "Well, that cost me big time. My mother couldn't stand the fact that a muggleborn even dared to touch her son let alone, show him affection." Lily felt sick.

James sucked in a sharp breath. "I never liked your parents, Padfoot, but I didn't think I would hate them."

Sirius snickered. "Well, join the club. You can see the scars of this summer if you like." Lily watched as he stood and pulled off his red pajama shirt, revealing a back pockmarked with small cuts and bruises, some of which still looked quite fresh.

"Sirius!" James exclaimed, horrified. "That's…. terrible."

Sirius shrugged. "I guess it's how I was raised. This one here was from not washing the floors when my mother asked. This big bruise was from July when I tripped cousin Bellatrix so she fell down the stairs. This one, oh that was just Mooney. The cut on this side was when I "accidentally" set fire to my mother's favorite Slytherin banner at the beginning of the summer..."

Sirius kept talking but Lily found herself no longer listening. She had sat down on the step and buried her head in her hands, willing herself not to cry. Sirius had always been one of those people that seemed like they had it all. He was funny, popular, charming, good looking, bloody brilliant, and had this constant aura of happiness about him. She would've never guessed that those bruises and cuts were only a layer of fabric away. Suddenly she regretted mocking him for the past five years with Severus. Suddenly… he seemed much more real to her. And she thought that her summer was bad.

Don't cry Lily, she ordered herself, not here, not now. Potter and Black are less than 15 feet away. You are not a crier. Your life could be so much worse! One move, hell one sound would alert them to her presence. It was just so horrid. The way he'd not told anyone. The way everyone seemed to have secrets…

"I'm still angry you didn't tell me, Padfoot," she heard James say quietly as she shook herself out of her musings. Looking out, Lily saw James gently healing some of his bruises in the places Sirius couldn't reach. In her heart, Lily suddenly felt this inexplicable burst of fondness for the boy with the glasses that she spent so many years trying to brush away.

"Well, that would've been an awkward conversation, Prongs," Sirius pointed out. "Did you understand question 27 in Potions? Oh, by the way mate, my parents tend to beat me within an inch of my life."

James just shook his head seriously and Lily found her gaze kept sliding off Sirius and towards him. He barely reminded her of the boy she knew as she saw the stricken look in his face as he examined every bruise. Potter looked just as shaken as she did, if not worse. And yet he tenderly continued to mutter the words that healed his best friend's wounds, handling them softly, so as not to hurt Sirius. Lily found herself shocked by the scene. This James didn't look like an arrogant toerag with a head the size of the Quidditch Pitch. He looked vulnerable and cautious and kind. Maybe this was the James that Remus kept trying to get her to see. Maybe this was the real James that Potter had just started showing her himself.

"I'm gonna kill them," James suddenly said quietly. "I hope you know that."

For the first time that night, Lily heard Sirius give a genuine laugh and it startled her on the staircase. "Don't bother," he told his best friend. "I ran away about a month ago."

Lily jumped as James stood abruptly. She thought James was going to hit him. "You're joking!" James exclaimed. He spluttered over his words. "What have you been doing for a month?"

"Mostly living in dog form, living off scraps and sleeping in alleyways," Sirius said, shrugging it off. "Its not as bad as you think, though the fleas are murder."

"And you never once thought to contact me?" James eyes were wide with hurt. "I could've helped you!"

"How?" Sirius responded harshly. "You keep saying that but you don't get it, James. There's nothing anyone could have done!"

"You could've stayed with me!" James told him indignantly. "My parents think you're the greatest thing to walk the earth since they gave birth to me."

"I couldn't have…" Sirius started but James only cut him off.

"That's it," James told Sirius with a stern expression. "You're moving in with me."

There was silence and Lily found herself beaming at the words James had just uttered. For the first time, there was this feeling in her heart when she looked at him. It was warm and fiery and made her tingle from the tips of her fingers to her toes. Sure, she had already been fighting off butterflies in her stomach and the blushing that ensued when she talked to him lately but this was something different. This washed over her, completely unstoppable.

"No," Sirius's answer suddenly broke through her thoughts.

"You think I'm joking," James said, just as serious. "But you're completely wrong. I don't care what my parents say. And if they so no…. well I guess you'll just have a companion in your homelessness."

"James," Sirius's voice was strangled.

"Sirius," James mimicked his best friend. "You don't have a choice. I'm not letting you do this alone. Plus, you know my mom will jump at the chance to have you anyways." James paused. "You wont ever have to be hurt by those monsters called your parents ever again."

"Thanks," said Sirius in a small voice, looking up at James. The two troublemakers were silent for a moment, both staring into the fire. "You know, sometimes I wonder how it happened. Ending up in Gryffindor, you know? I mean, I was made from those monsters… What if I still turn out to be just like them?"

"You wont," James said confidently. "Because now you have me for a brother. And brothers don't let each other become monsters. Promise."

Lily watched as Sirius stood and hugged James, coughing gruffly as if trying to hide some sort of welling of emotion. In the stairwell, Lily stood up too, getting ready to try and head back upstairs. For a second, she thought James had seen her as his gaze flickered over the girl's staircase, but then Sirius began to speak and he looked away.

"You promise this is still our secret?" Sirius asked uncertainly, not bearing any resemblance to the cocky, arrogant Beater she encountered on a daily basis. "Not even Remus and Peter can know."

"I promise." James smiled and Sirius slipped his shirt back on.

With a yawn, he stretched and said, "Prongs, it sure is good to be back for another year." He walked towards the boy's staircase and Lily shrunk back even further, drawing Potter and Black out of her line of vision. "Well, I'm heading up to bed. You coming?"

She heard Potter's response. "I'll be up in a moment. I just got to finish some stuff down here."

"Alright." She heard Sirius yawn again. "But really James. Thanks….for everything."

James's voice was softer. "No problem, mate."

With a sigh of relief, Lily heard Sirius start up the staircase. Then suddenly his voice drifted back. "Oi, Prongs, I forgot to ask. How's your dad been holding up?"

"Okay, I guess." She heard James respond casually, though the lines in his face remained just as tense. "He's been better."

"We'll talk tomorrow, okay?"

"Okay, Padfoot."

"Goodnight."

"'Night."

With that, Lily listened as Sirius treaded up the nearby stairwell and realized long after he had passed that she was still trembling. She would've never guessed in a million years that his summers were filled with shouting and beatings. The thought made her want to get sick, the lingering image of his back unable to leave her mind.

Suddenly, Potter appeared at the foot of the girl's staircase and Lily slammed herself against the wall, fearing he would see her. "You can come down now, Evans," his voice drifted calmly up.

Lily gulped in shock as his shadow moved away, still refusing to move. He must've seen her as he looked towards Sirius and the staircase. She had thought his eyes flicked over here. Maybe she could just creep back to bed and Potter would think that he was just imagining seeing her there.

But Lily found she couldn't just leave after hearing all that and taking a deep breath, squeezed her eyes shut for a moment and then walked softly down the stairs. As she stepped onto the soft carpet of the Common Room, she realized Potter had gone back over to the couch, where he now sat with his head in his hands, looking more tired than she'd ever seen him.

"How'd you know it was me?" she asked quietly, setting her Transfiguration book on a nearby armchair as she went to stand in front of him.

"It was your hair," he responded wearily. James rubbed his face with his hands and Lily saw that he had taken off his glasses and placed them on the end table. She had never seen Potter without his glasses. Somehow without them he seemed less arrogant and less confident. Instead, he just looked tired.

"I promise I didn't hear that much," she offered quietly, feeling awkward.

"What part did you come in at?" he asked.

"When Sirius said that the…er… that they started when he was sorted into Gryffindor," Lily admitted sheepishly. "When did you realize I was there?"

"Just when Sirius went to bed," he said. James looked up at her and for the first time, Lily truly saw his eyes without the glare of his jauntily placed glasses to cover them. It was the first time he had ever looked at her so...so...unguarded. As he gazed at her curiously, his hazel eyes became penetrating and Lily got the feeling that he could see right through her. She shifted uncomfortably.

"I'm really sorry," Lily offered to him. "I promise I wasn't snooping around. I just couldn't sleep and I didn't realize you two were down here."

James just shook his head. "Its fine," he told her. Then his face contorted in worry. "Just please don't tell Sirius. It would break his heart to know you had found out about his parents."

"I promise I won't breathe a word of it to anyone," Lily swore, sitting gingerly down on the couch next to James. His gaze went into the fire and he looked deep in thought. Lily couldn't help but watch him out of the corner of her eye. She had never seen him this way before. He had completely removed the mask she knew he wore. The one she often judged him on. Badboy, cocky, selfish. All words that right now had never seemed farther from the truth.

"I couldn't imagine sharing something that dreadful with anyone," she said softly, still staring at Potter and feeling that strange tingling sensation again. "I mean, his back…"

James smiled a bit. "Just teaches you that not everyone's what you think they are." He glanced up and Lily inferred that he meant himself. "Sirius might be conceited and arrogant at times but underneath… he's no different than the rest of us."

"I believe it," Lily found herself saying.

"And don't worry," James continued. "I'll take care of him. Not all of his back is from his parents, a lot of it is, in fact, from Remus during the full moon." Lily had found out the previous year about how they accompanied Lupin during his time of the month.

"Is your back like that too?" Lily asked, turning to look at James head on and sagging into the couch.

He gave a slight nod. "I have my share of scars." A small smile appeared on his face. "Rats are too small to be bait and dogs, even big ones, can move fast. But stags… while large, they can't maneuver in the Shrieking Shack quite as well as I had hoped. Its kind of an easy target."

"But Remus doesn't go after you a lot, right?" Lily asked horrified, not able to stop herself from looking at James' covered back.

"No, no," James said distractedly, looking at her surprised, as if he didn't think she'd care. "And of course, he doesn't do it consciously. But there's times when he's extra riled up and takes a swing, at me and Padfoot more than Peter."

"That's…terrible," Lily told him after a pause.

He shook his head. "Its worth it in the morning when Remus tells us how grateful he was for our company," he said. James smiled at her wearily and then turned back to the fire. For some reason unknown to Lily, she blushed and quickly cleared her throat.

"I'm quite good with healing scars," she said after a pause, feeling as if another person was speaking the words that followed. "I could try and…. you know, heal some of the ones on your back…just if you want."

For the first time that night, James's face held a bit more of his usual look around it. "Are you trying to get me to take my shirt off, Evans?" he asked with a smirk. Lily flushed again.

"No, no of course not," she said quickly, flustered. "I just thought what you were doing for Sirius was great and that I felt really bad for you when you said that you had some scars too and I was thinking that maybe I could try and heal them since you know, you were so nice to Sirius and you deserve something nice too…"

She trailed off into an embarrassed silence while James just looked at her, amused. Then with a soft smile and a sigh, James grabbed the bottom of his white shirt and pulled it over his head. "I don't know if normal spells can heal something like werewolf bites and scars but you might as well try," James said, turning his back towards her and staring out the window.

But Lily found she couldn't muster up a response for a multitude of reasons. One, she was blushing too furiously about Potter having his shirt off to think of a coherent answer. Two, Lily was awkwardly admitting to herself that Potter had a nice body, with just enough tone to look casually muscled. It made her blush again. Three, the blush slid away quickly when she actually looked at his back, too sickened for words. Though not as bad as Sirius's, she could have bet that no one would've guessed that James Potter was hiding lumps and scars as long as her wand right below his Quidditch uniform and Gryffindor robes.

"Is it bad?" his voice drifted softly to her. It was asked as a casual question but Lily heard the tension behind his words.

"Uh, no…" she lied, still transfixed, especially by the largest scar of all, one with three long lines trailing down his spine. It looked like a werewolf's claws. "You can barely tell."

James snorted. "You're a horrible liar, Evans," he said. "Did anyone ever tell you that?"

Lily managed a small smile and began to mutter the spells that she hoped would heal Potter's scars. She still couldn't think why she was helping him instead of heading back to her dorm, where she should be at this hour. He just seemed so…different…when he was down here with Sirius. James Potter wasn't being arrogant or idiotic or showing off. He was tired and solemn. She couldn't even figure out why that change bothered her.

"So," Lily said into the awkward silence, trying to stimulate some conversation. "What was Sirius talking about earlier? With your dad?"

She saw James stiffen and immediately cursed herself for treading upon what must be delicate territory. "Oh, its nothing," James answered her in a strained voice. "I think Sirius was just wondering, you know…"

"Yeah," Lily agreed, wincing at her stupidity. They fell back into silence. Lily was quickly finding that her healing charms worked…but at a decreased rate. What should have healed a scar was only making the ones on James's back barely fade. This was going to take longer than she had anticipated. Plus, the blushing every time she actually thought about what she was doing didn't help her much.

James wasn't necessarily assisting her either, as he kept shifting and moving so that Lily had to start her spells over and over again. Rolling her eyes, Lily distractedly placed her free hand on his bare back near the scar she was healing to steady him. She didn't even realize what she had done until she felt James stiffen and slightly tremble at her touch. Lily blushed, staring at her hand and wondering if she should move it. Or would that be too obvious?

"You know, my father hasn't been doing well lately," she offered quietly, trying partly to break the awkward silence and partly to distract Potter from the fact that she was touching him in an all too intimate place.

"Why not?" James's deep voice responded softly, still sounding a bit on edge.

"He got very ill last year," Lily told him, clearing her throat and speaking a bit louder. "I didn't even know until I came home in June and he wasn't there to greet me at the train station."

James was silent for a moment before saying, "I'm sorry."

Lily shrugged though she knew he couldn't see it. "I guess he took a bad fall down our stairs last November and nobody was home to help him. He had to sit there until my mum came back from her shift at the hospital. By that time, the injuries he had sustained didn't heal as well as they would've if he had gotten treatment immediately."

James didn't say anything. Lily kept healing his scars as best as she could, trying not to jostle the fingertips that rested on his back. She hoped he would forget they were there. "We've all been blaming each other since," Lily continued softly. "My mother blames Petunia for not coming home from her date with her boyfriend at the time she said she would. I blame my mother for taking an extra shift at the hospital that night and not thinking that it was strange when my dad didn't answer her calls. And of course…" Lily gave a deep sigh. "…Petunia blames me. Saying that if I had actually been home none of this would've happened in the first place."

Once again, James didn't say a word and Lily felt her heart sink. She had shared too much. Her point had been to distract him but now she had probably scared him away with her sudden burst of emotions. She knew the boy had had enough heartfelt confessions tonight already.

"I'm sorry," Lily said quickly, shaking her head. "I know I just thrust that on you. I didn't mean for it to happen. I guess its just been weighing on me… Partly thinking that Petunia was right. That if I hadn't been so caught up in life here that maybe my father would be just fine right now… That he wouldn't be in a wheelchair…"

Lily trailed off into silence and threw herself back into scar healing, blushing at her awful attempt at conversation. Suddenly James cleared his throat and shifted a little. "I know what you mean about illness," he said softly. "I found out around May last year that my dad was diagnosed with Alzheimer's."

"I'm so sorry," Lily told him after a pause. "I can't even imagine…"

"My mum had made it out to be much less severe than I imagined," James continued. "But I knew soon enough just how bad it had gotten when I hugged him after getting off the train and he asked me where I was all year."

James's voice was mild but Lily couldn't help but wince at his confession. "Of course, he remembered when I told him but it still hurt, you know? When you're a kid you think your dad's invincible. And now he cant even remember where you went."

"How's your mum holding up?" Lily asked.

"She's doing alright," James sighed. "I wanted to skip Hogwarts this year and stay with them both but she insisted that I needed to be here with my friends. She said I would do a lot more good here than I would there."

"Your mother seems like a very smart woman," Lily smiled.

"She is," James said in a voice that gave a hint of pride. "I guess I always knew that my parents were very old when they had me but it never really set in what that would mean until now."

Without thinking, Lily gently flattened her palm onto James's back, wanting her to know that she felt for him. He tensed instantly at the touch but then relaxed considerably, sinking deeper into her hand and causing Lily to blush. What was with her tonight?

"I think what you're doing for Sirius is the best thing I've ever heard," Lily told him softly.

"Its nothing," he responded. "He's my best mate. To do any less would be an insult to our friendship."

Lily smiled. "Sirius is very lucky to have you as a friend, then."

James stiffened again and Lily suddenly wondered what she'd done wrong. "Why are you being so nice to me?" he asked, his voice holding both an accusatory tone and a hint of pain.

Lily found she had no answer. "I don't know," she said, annoyed. "I just guess you were being nice to me."

"No, you definitely were nice to me first," James pointed out, drawing away from her and turning around. She immediately noticed how cold her hand was away from the warmth of his back.

"Well you were being nice to Sirius," Lily spluttered, willing herself not to blush under his intense gaze. "And I guess I thought… I don't know! That maybe you weren't just some arrogant toerag for once!"

James was very quiet for a moment though his gaze never left Lily. "I know it's surprising but I do have feelings, Evans," he said icily.

"James, I know, please don't be offended," she said, standing to match him as his gaze closed off and he crossed his arms. "I didn't mean it like that! I just meant that I was seeing you differently."

Potter's expression softened at the use of his first name. "You know, Lily," he said tersely. "I like it when you call me James. It makes me feel like you actually value me as a person and not just as another name."

"Same when you call me Lily," she responded with raised eyebrows. "The way you carry on, sometimes I even consider the idea that you forgot my name going from girl to girl."

"I would never forget your name!" James exclaimed. "How could I?" Lily blushed and James backtracked. "You know, because we've known each other for like five or six years now and we see each other all the time."

"And five years later, we still haven't progressed to a first name basis," Lily pointed out.

"I blame that on you," James said jokingly though his face was serious. "I asked you at the end of last year if we could be friends. I thought we would naturally sort of move on from that."

Lily scoffed. "Well you're the one that wants to call everyone by their last names because you think its cool."

"Do not," James replied seriously. "I only do that because I reserve first names for my closest friends."

Lily paused, looking at James long and hard. He didn't look like he was about to play a prank. There was no Sirius hiding in the corner waiting to jump out and scare the wits out of her. "Well then... Can we switch to first names?"

James smiled. "If you wish."

"I do," she said, adding as an afterthought, "James."

James leaned forward and smiled. "So do I, Lily."

The two just stared at each other for a moment before James finally rocked on his heels and said, "Well, its been a late night already and we have a long day ahead of us tomorrow so I think I'm going to get some sleep."

Lily nodded, pulling her gaze away from the eyes that still seemed too honest to belong to James Potter. "Yeah, you're right," she agreed, picking up her Transfiguration book. "Already I'm going to be exhausted."

He smiled slightly and nodded as he pulled his shirt back over his head. Lily breathed a sigh of relief.

"Well…" he said, ruffling his hair and giving her a long, hard look. "I guess this is goodnight."

"Yes, I-I guess it is," she said softly, returning his gaze and feeling that tingling inside her once more as his hazel eyes rested on hers.

This was it. He was going to ask her out. She just knew it. James always gave her that look before he did. A look of confidence and nerves and vulnerability somehow all bundled into one. As long as she could remember, no year at Hogwarts had passed without James trying at least once or twice to ask her for a date. Though in the beginning she had scoffed in his face and enjoyed the blush that rarely graced his cheeks, as they'd grown older the amusing incidents, though more infrequent, began to be greeted as a familiar banter. The continued question became a joke, not a offer. It seemed silly but Lily couldn't help but credit James Potter with a few incidences where that simple question and refusal had managed to restore a little confidence in her step. Now they were here... And he was looking at her as he hadnt since the beginning. With a look in his eyes that made Lily's heart clench. He opened his mouth. She held her breath.

"See you tomorrow."

He nodded and swept past her.

He hadn't asked her out. Lily's heart sank. A little voice in her head questioned why it did. This was James Potter. She should be glad they were finally moving towards a real friendship and away from the possibility of romance. She should be relieved that he was finally respecting the fact that her answer would always be no. But suddenly Lily found herself wondering if he had asked her two minutes ago if she would've refused.

Then suddenly she caught the firelight glinting off of two round circles. With a puzzled expression, she bent down and realized what it was. Picking up the glasses in her hand, she said, "James, wait!"

"Yes?" he asked, ruffling his hair as he turned around.

"You forgot your glasses," she said lamely, walking over to him. "They were sitting on the couch still."

He just looked at them and then at Lily. "Thanks," he said softly, his expression once again turning unreadable.

Lily just kept holding them out but Potter wasn't taking them. She just held them closer to him, as if he hadn't noticed that they were there. "Could you put them on?" he asked, his voice apathetic. "My hands are full."

Lily looked down. His hands were perfectly free. Looking back at him, he saw his expression wasn't gloating or smirking, but just stoic. Her heart jumped. With a small nod, Lily awkwardly lifted the familiar round glasses up to his face and gently hooked the sides around his eyes, her fingertips lightly brushing his ears. Standing on her tiptoes, Lily slid the glasses into place and felt her heart nearly jump out her chest when she realized how close he was.

They were very nearly nose-to-nose and his eyes stared at her piercingly, in a way she still marveled he was capable of. So it came even more as a shock when James wrapped his arms gently around her waist and pulled her even closer. Lily gasped, dropping her book, instinctively placing her arms against his chest and allowing herself to be pressed against him without protest.

"Thank you," he whispered seriously, his warm breath hitting her face as he looked at her deeply. "For listening and for keeping my, well both of our, secrets."

"You're welcome," she told him softly, gazing back at him and feeling her heart jumping around. She hoped he couldn't feel it. What about him had changed during the summer that allowed her to be willingly held in his arms? What about him suddenly had her dizzy in a single glance? Had he really changed that much? Or maybe...had she? "For listening to me…and letting me listen."

Potter held her there for a moment, just watching her and Lily found that for the first time ever, she didn't mind him being this close. In fact, she wanted him even closer. If he only just leaned in…

"Goodnight," he said abruptly, releasing her. "See you in the morning."

Lily watched his back as he disappeared up the boy's staircase. Something had erupted inside of her. He had opened a vault of suppressed emotion that had been inside her so long. He couldn't just leave her now, not when they had been so close. Without thinking, she dashed after him. He wasn't far ahead of her.

"James," she called after him, watching as he turned around on the staircase, surprised. Lily halted in front of him, breathing a bit heavier than usual because of her short sprint up the stairs.

"What?" he asked, obviously confused. Lily just stared at him, eyes wide. "Did I forget something el-?"

But he was cut off as Lily suddenly grabbed the sides of his face and pressed her lips to his. Potter just stood there, maybe in shock, maybe in disgust, Lily couldn't tell. He smelled of fresh air, grass and spiced cologne that her made her lightheaded as she drew back. James remained in the exact same position, eyes closed, not moving a muscle.

Lily felt her face flush as red as a tomato as she let her hands drop to her sides. "I'm sorry," she quickly said, backing up against the opposite wall. James stayed silent.

"Why did you do that?" James suddenly whispered after a prolonged pause. His eyes fluttered open as he gently touched his lips and looked at her with wonder.

"I don't know," she whispered back, biting her bottom lip, embarrassed.

James just kept staring at her. "Why did you apologize?" he asked quietly.

Lily felt herself blush even more, if that was possible. "I don't know," she whispered again. "I guess, you just stood there and I felt…. bad…"

"Don't feel bad," James told her, a small smile playing around his lips. "I was just…surprised, I guess."

"Well, I didn't mean… I'm sorry," Lily said again, distressed, wishing she hadn't followed him up the stairs. She could still feel the pressure from their kiss on her lips. What a stupid idea.

They were both silent for a moment and Lily was about to suggest that she should go to bed when James suddenly spoke. "If you tried again, I promise to not be so surprised," James ventured tentatively.

Lily's head whipped up. Potter was looking at her with an expression she'd never seen cross his face before. A mixture of hope and nervousness. All she could do was gape at him, her mouth slightly open. James immediately backtracked, his face turning red.

"I'm sorry," he quickly said. "I didn't mean to suggest something like that. It just slipped out I guess. I just-."

Lily cut him off again, taking a giant step towards him and pressing her lips to his. Once again, she didn't know what did it. Perhaps it had been the wild beating of her heart every time she looked at him tonight, or the way he had just looked at her, full of longing and maybe even, dare she think it, love. All she knew was that her body had propelled her towards him, her hands wrapping into his hair and her body sinking into his. She had caught him midsentence, mouth slightly open and Lily trembled at the thought as they both stumbled back against the wall.

For a moment, James didn't move again, letting Lily press his back against the cold hard stone without protest, letting her lips press harder against his. She felt her heart fall and mentally cursed herself for kissing the arrogant prat again when suddenly his arms enclosed around her, pulling her into him until there was no space between them at all.

James held her against him so that she felt every breath he took and every beat his heart made. Ever so gently, his lips pushed back as her heart hammered. His mouth was warm and soft upon hers, something she hadn't expected when such bitter insults fell from it daily. James wrapped his hand around the back of her neck and now pulled her lips as close to him as possible and Lily let him, giving him total control, something she had never done before.

She ran her fingers through his hair, the smell of cologne filling her nose as she tried to comprehend whom exactly she was snogging. It was James Potter for Merlin's sake. And yet she couldn't think of him as she usually did when he was holding her this close and yet this carefully.

Slowly, their lips slowed and the haze that had encompassed Lily began to clear as James kissed her hard one last time before drawing away. The two looked at each other for a moment, James with a stunned expression on his face and Lily feeling as though she'd gotten a bad sunburn from the heat emanating off her cheeks. James opened his mouth as if to speak but then thought better of it, slowly disentangling his arms from her as Lily pulled her hands from his hair, which looked even more messy than usual. Lily smiled at that, and James, feeling the tension break, grinned right back.

"You're cute when you're blushing," he told her.

"Oh shut up," she mumbled, but she knew she was bright red. Her heartbeat still hadn't stopped banging against her ribcage.

"So…" James drew out, looking at her with a long glance and breathing heavily. "I'll see you at breakfast?"

"Yeah," she agreed, nodding her head distractedly as she replayed what just happened. "Of course."

James nodded and grinned wider, turning to head up the stairs. "Oh and James," Lily murmured, catching his hand real quick. He turned towards her and she had the satisfaction of seeing his face a little pink too. "Goodnight."

He smiled. "Goodnight," he whispered. On the same impulse that drove her to him earlier, Lily stepped up and pressed her lips to his forehead, feeling his eyes flutter at her touch.

Then she turned around and dashed down the staircase, clasping her heart and wondering what had gotten into her. She heard James start back up the stairs, whistling happily and tried unsuccessfully not to smile at the sound. Then with a sigh and a head too full of thoughts to process, Lily trudged back up the girl's staircase this time and slipped into her room. It looked no different than it had an hour ago and yet it seemed like everything had changed since then.

With a soft smile, she slipped back into bed, realizing with a start that she could already see the darkness fading away as day began to break. Lily didn't want to think about James Potter or the heated snogging on the boy's staircase. But she did. And as she drifted off to sleep, she realized something her heart had been telling her for a long time. Maybe James Potter wasnt exactly what he seemed.

The next morning, Lily dragged herself out of bed, groggily confused as to why she was so darn tired. Alice nearly had to hex her to open her eyes and when she finally did, the sunlight made her head hurt. What had happened last night? Then suddenly it all came rushing back in one sickening jolt. Sirius…the scars…his glasses…. her dad…the kiss…. the stairwell.

"Oh god," she groaned, putting her head in her hands. He'd probably tell the whole school that he'd finally gotten her.

"What's wrong?" Mary asked her as Lily began to put on her robes, full of trepidation.

"Its nothing," she muttered, staring out the window at the grounds and shaking her head. "Nothing at all."

The walk down to breakfast nearly did Lily in. She kept watching the other students, trying to see if they were giggling or looking at her more than usual. However, they all minded their own business as Lily stared them down, trying to see a hint of even a whisper from one of them. But none came. Well, that was strange, she thought to herself.

Walking into the Great Hall had its own surprise as the Marauders were already at breakfast, Sirius looking like he had been through the wringer. He had bags under his eyes and was moodily playing with his toast. James held the same dark circles under his eyes but instead of looking gloomy, he was practically radiating with happiness.

"I wonder what's gotten into him," Marlene whispered to Lily, still sounding sick from her cold. "He looks like someone just gave him a cauldron full of gold."

Lily couldn't help but smile slightly. She felt her stomach drop as James noticed her and the two Gryffindors both blushed. James flashed her a winning smile and Lily averted her eyes, trying to avoid the suspicious gazes of her friends as she smiled to herself. So Potter hadn't told anyone…. That was different.

"Good morning," Remus greeted them all as the girls sat down. Marlene nodded her head in greeting and began to spoon everyone enormous helpings of food.

Lily noticed Remus looking at her strangely as his head bounced from the weary circles under Sirius's eyes, to the exuberant ones under James's to finally the shy ones under Lily's. His gaze was questioning but Lily ignored it, turning back to rummage in her book bag.

"Oh no," she suddenly cried out, causing everyone to glance up. "I can't find my Transfiguration book! McGonagall specifically said that we'd need it today for our quiz."

"You can share mine, Lily," Alice offered shrugging her shoulders. "Its no big deal."

Then suddenly, she saw James pull out a book from his stack and hand it to her. "Here, Lily, I think this is yours," he said, placing it in front of her. If Lily's panic over the book hadn't gotten everyone's attention, James's response certainly had.

One, James rarely called Lily by her first name. Two, since when did James Potter carry around his schoolbooks, especially Lily's books? And finally, why were they both looking at each other as if one move would blow up the whole table?

"Thanks," Lily said softly. She flipped open the cover and sure enough, saw the ink-inscribed Evans on the first page.

"I found it by the staircase this morning," James went on casually, though his eyes never Lily's face. "You must've left it there last night."

Sirius's interest had finally been piqued and he looked at his best friend and the red head with suspicion. He hadn't seen any book by the staircases last night. The others returned to their discussions but Lily and James didn't pull their gazes away.

"Maybe you can help me study for Transfiguration later?" James asked her, a blush creeping up his neck and causing Sirius to stare harder.

"Yeah, maybe," Lily responded, turning her head back towards her plate with a deep blush.

"You two are the weirdest couple ever," Sirius muttered.

SO…DID YOU LIKE IT? LET ME KNOW, ESPCIALLY ANY IMPROVEMENTS. THE NEXT ONE IS ALMOST DONE AND I'LL BE UPDATING SHORTLY. THANKS FOR READING!

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