. Lily shuddered. It was 2:55am, and she still couldn't sleep, due to the huge spider occupying her ceiling. If there was one thing she hated it was spiders. She had this whole entire amazing Head dorm room, and was no spiders in it really too much to ask? Lily shuddered again. Okay, now was not the time to dwell on that. Now was the time to find out how she was going to ever be able to sleep again without feeling like a victim in her own dorm. There was absolutely no way that SHE was going to kill the spider. She'd have a bloody heart attack.

Making sure to keep her eyes closely on the spider to make sure that it would not jump down and kill her, she pondered on how this little dilemma was going to be resolved.

The spider moved an inch, and Lily let out a shriek.

Oh bloody Merlin.

Calm down Lily told herself sternly. You are a capable witch, and you can handle a teensy spider. The spider moved again, and Lily toppled off of her bed, having jumped when the spider moved.

Lily glared. "Oh now you're just mocking me, aren't you, you bloody monster?"

Muttering under her breath, she got to thinking. Ok. Obviously the spider wouldn't just disappear, and even more obvious, she wasn't about to do anything about it herself. There was only one solution to this problem.

Untangling herself from the mass of bed sheets she had got caught in when she fell off her bed, Lily got up and made her way to the door, still keeping her eyes trained closely onto the spider.

"Erm, don't move. Okay?"

Bollocks. Now she was conversing with it. Shaking her head, she inched her way out the door and across the hall to the Head Boys room.

The boy in the head dorm room was none other than James Potter. She must admit, at the beginning of the year, she thought Dumbledore was taking the mickey when he made James head boy. Who in their right mind would make James Potter, arrogant, maraudering, trouble-maker Head Boy? But this year Lily had started to see the boy behind James arrogant façade, and even had become friends with him in the process. He was as important to her as her best friend Arabella was. She didn't know how she'd live without him now. He also, she reflected, would not be happy about being woken up at 3: ooam to kill a spider.

Lily hesitated when she got to his door. Should she knock or just barge in? What- Oh Merlin no- if he slept without a shirt or something? She wouldn't be able to look him in the eyes again! Taking a deep breath, she decided to risk it. She pushed his door open, and felt her way around the semi-darkness to James bedside.

Looking down on her, she smiled fondly. He looked so innocent when he slept, no trace of worry across his face. Shaking herself out of it, she hesitantly whispered "James?"

James mumbled something in his sleep that sounded suspiciously like her name, and turned over.

"James!" She whispered, rolling her eyes. "James? Jamsito? Jamie? Jamie Bobaimey? Oh Merlin, don't make me push you out of bed!" She pleaded.

James eyes flickered the tiniest bit, and he opened his mouth sleepily.

"JAMES!" She whispered, prodding him with her wand. "Wake up!"

James eyelids flickered, he groaned, and finally sat up, rubbing the sleep out of his eyes.

"Lily? Whats wrong, are you okay?" He asked, immediately awake and concerned.

"Oh no, I'm fine!" She assured him, "It's just …..er… I need your help with something." She admitted sheepishly.

James looked at her "Okay." He said eventually "What is it that you so desperately need at 3 in the morning?" His tone was teasing, and the corners of his mouthed twitched, so Lily knew he wasn't really mad at her.

"It's just um, well there's a….!" She said in a rush. Her cheeks went crimson. She should have just stayed in her room, and learned to peacefully co-exist with the spider. She could do that right?

James stared at her. She was so adorable when she blushed. One of the many reasons he loved her.

"So, let me get this straight, you came up here at" He checked his watch that he slept with on, "3:08am, to tell me that there's a spider in your room, and you need me to kill it?" Of course he'd help her with it though, of course. It was Lily. The only person that he'd help out with ANYTHING at 3:00am.

"Erm…yes?" She said doubtfully, biting her lip. Oh MERLIN he wanted to kiss her.

James shook his head at her bemused. "You're crazy Lily, I've always said." He teased her.

Lily rolled her eyes, and hit him playfully. "You know you love me." She teased back

Oh she has no idea, James thought. He could go on and on about why he loved her…the way her emerald eyes sparkled when he made her laugh...her wild red hair….her laugh…

Seeing James' vacant expression, Lily frowned and waved her hand in front of James' face. "Er, James? Hello? Anybody home? Remember my little dilemma?"

"Oh-oh right okay" James answered snapping out of "Lilyland". It was a name Padfoot made up in 5th year, whenever James zoned out with thoughts of Lily. "Let's go then. Lead the way fair maiden!"

Lily laughed "Actually I'd rather you lead the way…I'm a little erm…frightened of spiders."

James pretended to look shocked "Lily? Our fearless Lily is scared of spiders? Why, just wait until Padfoot finds out!"

Lily gaped at him "You wouldn't! He'd never let me forget it!'

James laughed. "We'll see. Anyways, let's talk about this tomorrow-right now I have a spider to kill!"

Lily nodded, and led the way back to her room. Upon entering it, she hid immediately behind James. James however, looked confused.

"Er Lily? Where's the spider?" He asked, a crease appearing between his eyes.

Lily looked at the ceiling, and her mouth fell open "You're kidding! It's gone! Now I'll never sleep!" She wailed.

James looked at her amused. She could get a little crazy sometimes. However she still looked gorgeous…she had her little pouty lip out, and her hair was splayed everywhere….

James shook his head. "Well…don't take this the wrong way, but if you don't want to sleep in your room tonight, you could come and sleep with me in my dorm? Not meaning in an inappropriate way" He rushed on, "But if you're scared of the spider…" He let his sentence trail off uncertainly. How would Lily react?

Lily however, was laughing on the inside. James could be so self conscious, however arrogant he might be. Anyway, Lily trusted him completely, and didn't have any problems with sleeping in his room for the night.

"I think that sounds like a wonderful idea." She smiled

James let out a relieved breath that he hadn't been aware he'd been holding. "Well, let's go on then…however it might look; I DO want to sleep tonight." His eyes twinkled.

Lily followed James up to his dorm room, where she slipped under the covers with him. When they were comfortable, James slipped an arm around her waist, and she leaned her head onto his chest. She liked the way he was warm, it made her feel…safe…protected.

"Hey...James?" Lily asked about an hour later "Are you still asleep?" There was no answer from James, and Lily looked up to see that his eyes were closed, and his chest was rising and falling steadily. "Um okay...I guess it won't matter if you hear this then...Here goes…I think I kind of…love you. I realized that you mean more to me then as a friend..And you know what made me see it? That bloody spider! So...yeah...That's about it. "Lily waited a couple minutes before laughing sadly. "As if I'd ever have the courage to say that to you while you were awake."

Lily tried to get back to sleep, but she noticed that James chest had stopped rising and falling in rhythm. She peeked up, and saw him gazing at the top of his bed in wonder.

"Um…James?" She asked shyly.

James shook his head, as if he just realized she was there, and answered by leaning down and kissing her.

It could have been hours, days, months, Years even, before they broke apart, and when they did James laughed. "Seriously Lily? You love me?"

"More serious than I've been about anything." She laughed shyly. "As long as…do you feel the same way?" James shook his head as if not believing his luck, laughed, and finally said, "Don't ever worry about how I feel about you Lily. My feelings haven't changed since fifth year."

Lily smiled, "Good"

"I think it was about time we went to sleep love. Teachers tend to frown upon students sleeping in class." James said reluctantly, moments later.

Lily laughed "Can't we just skip classes tomorrow?" She pleaded. James looked at her in shock.

"Oh Merlin, I'm rubbing off on you already!" He laughed "But sure love. Whatever you want."

Lily snuggled closer "Goodnight James. I love you."

James looked down at her, and his eyes were liquidy with warmth and love "As I love you Flower." And with that he leaned down and kissed her goodnight, for the first, but certainly not the last time.