AN: I bring you the companion to Kiss and Tell. If you don't know what I'm talking about, I suggest reading that first. Or exiting out. You're certainly under no obligation to read either. If you do know what I'm talking about, I hope you enjoy this. I've been working on it for a while and finished it tonight and decided to post it. In typical Sunny style, I'm going to tell you that maybe one day I'll edit it, but will probably not. I hope you like it anyway.

He knew. He knew it when he saw her that fateful day toward the end of fourth year; something had changed. What exactly had changed was yet to be determined, but he was positive something was different about her.

He couldn't place a finger on what tipped him off; it wasn't her mussed hair or the fact that she was more flustered than usual. Those facts alone could be easily explained away. It was something in her countenance, in her very being that had shifted. She was still Lily, but a different Lily, and he wasn't quite sure why.

He thought that maybe, maybe it was only a brief thing. That it was something about the day that was making her seem strange, but days passed and weeks went by and if anything, she changed more.

He was grateful, when finally summer came. Thankful to have her all to himself, and hopeful that maybe the break from school would snap her back to normal. But it didn't. They spent quite a lot of time together, as they always had, but it wasn't the same. She seemed distant, as if something had quietly begun to tear her away from him. He tried to bring up things that had always excited her: careers in magic, politics, and that loathsome Potter. It didn't help. She replied dully about charms and potions, adamantly about rights of muggleborns, and she became overly annoyed and over eager to change the subject at any mention of Potter. He did not find it suspicious. Some remnants of her remained; when they both received letters making them prefects, she was overjoyed. Happier than he was, even. She couldn't stop going on and on and on about "what a great honor" it was. He could only agree with her. It was.

When August had died and they found themselves on the scarlet steam engine, they sat together like normal. When they had finished the prefects meeting, he set out to find an empty compartment for them while she walked on with Lupin, "to talk things over," she said. But after quarter of an hour he saw the werewolf with two of his awful friends and Lily had still not returned to him. When she finally did, ten minutes later, it is reminiscent of that day back in April. She was flustered and her hair was mussed, and he noticed that her lips might be a little more plump than usual and he really didn't like it.

It was a boy then, that was doing this to her. Some rotten, disgusting creature sullying his pure and perfect Lily. He started following her then, trying to figure out who she would let do this to her, but several weeks passed and he still had no idea. She acted generally the same. She went to her classes and studied and fought with Potter and all normal Lily-activities.

A few weeks into term she mentioned a Joseph Goode, but it doesn't do much to convince him, because, while she obviously liked him, it was also obvious that she did not feel very strongly. He saw them, holding hands and stealing kisses and it was so very, very obvious that her heart was just not there, he wondered at how Goode could be so oblivious. It didn't last long, anyway. A week or so later and she was single again and inexplicably sad. Goode, he was positive, had nothing to do with it.

It plagued him, nearly the whole year. He wished and wished that she would just tell him. They were meant to be best friends, after all. She could ask his advice, or simply talk to him about it, because the whole ordeal was obviously distressing her, but she never did. She never did, and it worried him. Before, before she would have in a heartbeat. But maybe it's the changes this has made in her, or maybe it's just life, but she didn't trust him like she used to. As the realization hit him, he wondered if this was what a broken heart felt like.

He did not give up. He kept searching, hoping that maybe if he found something, he could mention it and save his friendship. He kept coming up empty. One day, when the weather had warmed and the flowers had sprung, he heard Potter talking to his cronies.

"So, Evans is pretty fit right?" He said.

"Yeah," they agreed.

"I think I might ask her out," he said.

"You fancy her?" one of them asked.

"It could be fun," was his reply.

He told her, that very night. He told her what he had heard, and it was obviously meant as an olive branch but she wouldn't listen. She shrugged it off and turned it on him and they fought again. But he wouldn't let his friendship die that easily. He wouldn't.

OWLS were soon, so he took a break, but that did not constitute surrender. It did not. He changed focus, shifted it to his exams, because no one was worth failing for, and left her alone for a bit. They still hadn't exactly made up.

Then one day, after an OWL, everyone was out enjoying the sun when Potter hexed him, and he knew that nothing worse could have happened. Lily, of course stood up for him, but he was so, so angry, he let the one word slip that should never have even crossed his mind. He didn't mean it, he didn't, but he said it, and she left. Potter continued his torture, but quickly followed her inside. As soon as he was able, he did too.

He saw her on the fifth floor, but he didn't notice him. He saw Potter come up behind her, and he saw her kiss him directly on the mouth. He saw Potter lead her into a classroom, and walked closer. He heard muffled sounds and thought that maybe Potter was forcing her, because she was yelling, "James, James, James, James," but then he heard her say, "Don't stop," and he swore he felt his heart shatter.

He tried once more, to apologize, because he could not yet admit defeat, but it was futile. He ended the year broken hearted and alone.

He couldn't talk to her that summer; couldn't even look at her. Not that it was hard to avoid. It seemed Lily hardly left her house anymore. Not, um, not that he would know. But he never saw her at the park anymore, or in the woods, or any of their other haunts. Surely she would be drawn to them as much as he was. This was so incredibly unlike Lily, even changed-Lily, he couldn't believe it. This, this couldn't be her. No, no, he had to have done something to her. He'd kill him. He'd kill him, but first he'd get his Lily back.

The summer went by faster then. There were plans concocted and dismissed; none of his ideas were any good without Lily, she had always been the creative one. It consumed him until he hardly thought of anything else. Before he knew what had happened, it was November, and he had still done nothing. He decided on the most direct course of action, talking to her.

It didn't go as he had hoped. She refused to speak to him, and when he pleaded, she only made a deal with him that he had no control over. Potter was there; undoubtedly he'd heard the conversation. It had been planned that way, after all. He saw him training every day for a week afterward, and it wasn't fair, but there was nothing to be done. Except perhaps, bribery.

It worked in his favor. He won the right to a conversation, and if any of the Lily he had once known remained, he would practically have to force it out of her. He confronted her about it, and hoped she realized that really, all he wanted was to have her in his life again.

If she did, she didn't care. "Leave me alone," she had said, "Don't talk to me. Don't try and be my friend again. You're not. I don't want to talk to you; I don't want anything to do with you. And frankly, I'm ashamed that I ever called you a friend. Of course, that wasn't really you, was it? No, my best friend has disappeared. He's turned into some awful person that I don't even recognize."

It went on, every word stabbing him like a knife. Finally it was too much, and as she walked away he couldn't help but bring up what he knew. "Is Potter one of those friends? What, are you one of his little whores now?" He knew he shouldn't have said it, but he couldn't help himself, "I expected more of you, Lily."

She responded, of course, "As far as Potter goes, I'd rather be his whore, than your friend." There was no malice in her voice, she was calm as ever. He thought that might be what hurt the most. She had not said it in anger, and therefore she must have meant it.

There was finality to it. He would not try to talk to her again. There was no point, he wasn't stupid; he knew she would never listen to another word he said. He had no chance to tell her why he had tried so hard, the three words he longed for her to hear would never leave his lips. And maybe that was what hurt the most, the things he had left unsaid.

AN: And there you have it! Leave a review for old times sake?

Love, Sunny