A/N: This particular fic was started a VERY long time ago. Thankfully, I've finally gotten around to finishing it.

Disclaimer: As usual, nothing in this is mine.

Please Note: this fic is loosely based on the song 'Something Like That' by Tim McGraw. As always, a link to the lyrics for this song can be found on my profile page.

This is told from James' POV and is AU. Remember, neither the Marauders or Lily are magical.

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The Heart Doesn't Forget

A bottle of Coke in hand, I watched the queue for the annual county fair move forward at a snail's pace. My friends and I had been coming to the fair since we were six years old. When we were younger, it had always been a family outing, but now, even at seventeen, we kept the tradition on our own.

Sirius, my closest friend and almost a brother, slung an arm around my shoulders and surveyed the growing crowd. "Good haul this year, eh Prongs?"

"Good haul?" Remus, the third member of our little band of troublemakers, came up on my other side, looking over at Sirius. "Good HAUL? They're PEOPLE Padfoot. I highly doubt they'd be pleased to hear you calling them a 'HAUL'."

"Maybe not, maybe not," Sirius said, obviously amused by Remus' concern for the patrons. "But I'm not really worried. It's not like I'll ever say it in front of someone who matters."

"And what constitutes, 'someone who matters', exactly?"

Sirius looked shocked. "You really have to ask?"

Remus sighed, resigned to our friend's nature. "Padfoot, one day you'll have to find an interest that doesn't revolve solely around women."

I laughed and looked around for our missing comrade. I finally spotted Peter lurking at the end of the line and pointed him out to Sirius and Remus.

In step, we made our way over to him and when we arrived, he was shifting his weight from foot to foot, counting a handful of money. He looked up nervously at our approach.

"I only have enough to get in. Do you think you guys could lend me some money for lunch?"

I heard Sirius stifle a groan and saw Remus shake his head out of the corner of my eye; this happened every time we went out somewhere. Knowing full well that if one of us didn't offer soon Peter would pull out the puppy eyes, I reassured him that the money in my wallet could cover my entry fee, both our lunches and anything else we might want to do over the course of the day.

Standing patiently in line isn't something that Sirius often does. After the first minute, he was fidgeting and having difficulty settling on one of his many 'casual poses'. He leaned out of the line and began looking up and down at all the people in front of and behind us.

Ten seconds later, he punched me in the arm.

"Hey!" I said, staring at him as if he'd grown an extra head. Punching each other had never been one of our attention grabbing methods. "I understand that you're bored Padfoot, but punching me is no way to keep yourself occupied."

He waved a hand in the air and shook his head, frustrated. "Yeah yeah. Look at her," he said and pointed up the line.

"You punched me because of a GIRL? Sirius really – "

I choked on the rest of my sentence as Sirius grabbed me and hauled me out of the line, turning me so that my eyes could fall on the girl that had him so enthralled. The fact that there where at least ten women in that general direction didn't seem to occur to him.

Glancing at him slowly, I asked the obvious question. "Sirius? Exactly which girl am I supposed to be looking at?"

He looked at me incredulously. "Can't you tell?"

I sighed and folded my arms in front of me. "Would I have asked if it was obvious?"

Sirius shot me a look that plainly said he didn't appreciate my sarcasm. He raised an arm and pointed halfway up the line. I knew instantly which of the four women he was indicating.

She was only about five foot but she had the most vibrant red hair I'd ever seen and I couldn't figure out how I could possibly have missed her before. She had a suntan line and was wearing red lipstick that matched her hair and a miniskirt that was just about killing me.

She was talking to the person standing next to her and at that moment, she laughed out loud. As she turned to the tall blonde woman and the fat man standing behind her, our eyes met and she flashed me a small smile.

I only just had time to return it before Remus had pulled me back into the line, a bemused smile on his face. Sirius was laughing as if it was the funniest thing he'd ever seen and Peter didn't seem to have noticed any of the exchange at all.

The line moved forward again, and Sirius said, "Are you still angry that I punched you then, or was it worth it?"

I laughed and replied, "I think I can forgive you this once Padfoot." My reply only made him laugh harder.

The queue moved forward gradually, with Remus, Peter, and Sirius – once he had recovered – talking amongst themselves. I listened with half an ear. The rest of me was trained on the redheaded girl in front. I continuously cursed the six or so groups that stood between her and me.

When she reached the ticket booth, my heart sank a little. The fair was a big place, and even with her flaming red locks, I doubted I'd be able to find her again.

She handed over her money and, just before she walked through the gate, I watched her turn and lean out a bit to look down the rest of the line. She looked at me, and one side of her mouth curved upwards in an endearing little smile. I returned her smile, and she grinned, before the group behind her urged her forward and out of sight.

It was at that moment that I decided that I wasn't leaving the fair until I had talked to her. This was going to be a day that I would remember for the rest of my life.

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The four of us walked around the fair for the first hour or so, not really doing anything, just looking at various things, and deciding what we'd have for lunch later on.

Sirius won a stuffed horse in a game, and quite gallantly (or so she thought), gave it to the pretty girl who had watched him play. She giggled and, after that, we didn't see Sirius again until lunchtime.

As we ate our hot dogs, I kept my eyes peeled for the girl. She had been nowhere in sight when we'd finally entered the fair, and had remained out of sight for the duration of our visit thus far.

Rounding a booth, I spotted a flash of fiery red, but lost it when Peter tripped (over his own feet no less) and the tomato sauce that had drowned his sausage ended up on my white tee shirt.

I was silent as Peter stumbled over his apologies. He sounded sincerely sorry, and looked so miserable. I held up a hand and said, "Don't worry about it Wormtail. Honestly, it doesn't matter."

But it did. I was seething inside. The red I had seen before I became acquainted with Peter's lunch had disappeared and I was no longer sure I had even seen it. Now, if I was lucky enough to come face-to-face with the girl, all she would see, being no higher than my chest, was a red stain.

I sighed as I stuffed my hands into my pockets and we walked on. To ease my suffering (Mooney's phrase, not mine) I left the group to buy myself a bag of sweets. It was as I was walking back to where I had left them that I saw her.

She was leaning against a tree and staring right at me. The smile flashed again and, completely forgetting that I smelt like a tomato, I changed course and walked up to her.

We stared at each other, and her amusement shone from her emerald green eyes.

I took a breath and said, almost idiotically, "Hi."

She pressed her lips together slightly, probably to hold back a laugh, and mimicked my greeting.

I was nervous. It surprised me. I hadn't been uneasy around a girl since I was fourteen. I had to do something though, anything would do. She continued looking at me, and I knew that it was up to me to make the next move.

I coughed slightly. "I'm James Potter."

"Lily Evans."

"That's a very pretty name you have."

"Thank you."

I didn't know what else to say, what else to do. My mind was totally blank, and I think she could tell, because she pushed away from the tree and pointed at my sweets.

"May I have one?"

I stuck out the bag immediately. "Of course. Help yourself. I can't eat them all anyway, I don't know what possessed me to buy such a big bag."

Lily laughed and took a lemon one. I popped a peppermint in my mouth.

She took a step away from the tree and half turned from me. "Shall we walk James Potter?"

I nodded and followed her, widening my steps until I walked beside her.

"I have a confession," Lily began, and my heart stopped beating. She had a boyfriend. It was just my luck.

I swallowed. "Oh yes?"

"Mmm. I've been following you all day."

I stopped walking for a moment and looked at her. "Really?"

Lily nodded and kept moving. I hurried to keep up.

"Why?" I asked.

She shrugged. "You intrigued me, in the entry queue. I thought it would be interesting to meet you. So I decided to play a little game." Lily blushed and I thought that I had never seen anything cuter. "I've kept you in sight ever since you came in, but I didn't want you to see me until I said so. I let you get a bit too close at one stage, but luckily, your friend had agreed to help me."

I frowned in confusion. "What do you mean?"

Lily bit her lip. "I hope you don't mind. When your friend went to the bathroom, I hijacked him on the way back, and asked him to distract you if we ever got too close too each other. I didn't think he'd dump his hot dog on you though."

Suddenly I saw Peter in a whole new light, and promised myself to buy him something extra special for Christmas.

"You're not angry are you?" Lily asked nervously.

I laughed. "No, of course not. I never liked this shirt anyway. But I can't believe you've been following me around all day."

Lily laughed. "Yeah. Petunia and Vernon, my sister and her fiancé, they thought I was going mad. Told me to just talk to you. I thought it would be more fun this way. Besides, I understand that men like the thrill of the chase."

"In some cases, yes, but you were the one doing the chasing, so it's not quite the same."

Lily laughed again and slowed to a stop. We had reached the fair boundary.

She sighed. "We should get back to our friends."

"Yeah," I reluctantly agreed. I would have been content to spend the rest of the day in her company alone. I could see my friends any day. Who knew if I would ever see Lily again?

"Lily?"

"Mmm?" She looked at up at me a little sadly, and I wondered if she regretted speaking to me.

I opened my mouth, but nothing came out. I swallowed and tried again. "You're … you're really … cool."

I mentally cringed. 'Cool?' Why had I said that?

Lily raised an eyebrow and the smile returned. "So are you."

"That wasn't what I meant to say."

Lily laughed. "Well, what were you going to say?"

"… I'm not really sure."

She laughed harder and caught her lower lip between her teeth. "I like you James."

I smiled. "I like you too Lily."

She stared at me, a small smile playing around her lips. I knew what she wanted, or at least I hoped I did.

Taking a breath, I leaned forward and placed my lips on hers. She leaned into me slightly, and I placed a hand on the back of her neck to keep her in place as I kissed her.

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I stared out the window at the passing landscape. The book I had brought to keep myself amused lay forgotten on the seat next to me. The story had started well, but become progressively more boring with each page. I couldn't read anymore.

I dug through my bag and pulled out the sweets I had bought before leaving Remus' dormitory in London. Opening it, I reached in blindly and pulled out a lemon drop. I smiled slightly at the memory that the small yellow ball conjured up and popped it in my mouth.

The train pulled into a station and the elderly man who had been sitting opposite me left the compartment.

I closed my eyes, and leaned my head back. Maybe I could catch up on some sleep for the duration of the journey.

I felt the train begin moving out just as I heard the compartment door open again. I heard the person store their belongings on the luggage rack and sigh as they settled themselves in a seat.

We travelled on in silence, with sleep eluding me. I sighed, and turned back to the window, opening my eyes. The sight of the unchanging scenery convinced me that we were travelling backwards, if at all.

"Excuse me?" a female voice said.

Great, the person sharing my compartment was a talker. I was too tired for this.

Without turning, I said, "Yes?"

The young woman coughed slightly. "I hate to bother you."

I shrugged and then lied, "No trouble."

"Listen, you probably don't remember me, but we met a few years ago. Not more than five. But like I said, you probably don't remember …"

It was then that I looked at her. And lo and behold, there in front of me, in my compartment, was Lily Evans.

She was remarkably unchanged, although her hair was shorter and framed her face. Everything else was the same.

"You're Lily Evans. The fair, five years ago. Almost six now."

Lily smiled, just as I remembered, and said, "Yes. James Potter. You do remember. I thought maybe …"

I laughed. "Of course I remember. Only every other memory! I was covered in Peter's tomato sauce, and probably smelt terrible. You were in a miniskirt that was driving me crazy, and had a suntan line and red lipstick. I couldn't forget something like that."

"I didn't think I'd ever see you again."

"Yeah well, the day after the fair, I went looking for you, but you were gone."

Lily sighed. "Yes, I'm sorry. Tuny and I got a call from our mother that our father was sick. We left that evening. I had planned on seeing you again, but …" She trailed off.

"Oh." This scenario was much better than what I had imagined for the last five years. "I thought you ran out on me."

Her eyes widened. "Oh no! You must understand, I was going to track you down the very next morning. I'm sorry."

I shrugged. "No matter. I understand. Don't worry. What I don't understand, is why you never came back."

She sighed again. "We only went to that town in the first place because Vernon's parents lived there. When he and Tuny got married later that year, his parent moved to Surrey to be closer to them. There was never any reason for us to go back after that. I didn't know if you'd be there, so I stayed away."

I had to admit, it made more sense than it didn't. "Looks the whole world conspired to keep us apart."

"Mmm, looks like."

"Too bad. I really did like you Lily."

She giggled and gave a small, sad smile. "And I really did like you James. It was just bad luck, that's all."

We sat in silence for a few moments, doing nothing but stare at each other. After a while, Lily looked away nervously and stared out the window.

Her nervousness was sweet, and I couldn't believe that, after all these years, she was right here in front of me. I knew what I had to do. Unlike five years ago, this time, I was certain.

I leaned toward her. "Lily?"

She glanced at me. "Yes?"

"I don't mean to be rude, but I have to know. Are you spoken for?"

Lily's cheeks reddened. She smiled slightly, and shook her head jerkily.

I breathed a sigh of relief. "Okay then. Well, in that case, I have to say that maybe fate is apologising and giving us a second go. I mean, what are the chances that you turn up in my compartment again, right?"

"… Right."

"So, I figure, that we should get off at the next stop that is familiar to one of us, and have dinner. What do you think?"

I watched her hopefully. If she said 'no' it might kill me. I would have to change compartments. The remainder of the journey would be too awkward if she refused.

Lily didn't say anything for a moment, just continued staring out the window. "Actually, I'm getting off at the next stop."

The bottom dropped out of my stomach and I felt unbearable disappointment. At least I wouldn't have to move.

She hadn't finished though. "There's one particular restaurant I'm fond of. It's small but cosy. You can leave your belongings at my apartment while we go out, and then, if it's too late for you to leave afterwards, my couch is known to be very comfortable."

Lily looked at me, a touch of uncertainty in the eyes that I'd dreamt of too many times to count since I'd first seen them.

"That sounds nice. But this time Lily, I'm not leaving without your phone number."

She laughed. "I wasn't going to let you."

We settled back in our seats and stared at each other again.

I couldn't wait for the train to stop.

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A/N: OK! Finally finished. I really hope you guys like this piece. I'm pretty happy with it myself. It's going to remain a one-shot however, because I can't imagine what would happen next. I think they're happy where they are anyway.

I have an idea for another Lily/James fic however. That probably won't be up for a while yet though. I'll be really busy over the next couple of months because I'm graduating and have final exams and everything. Look out for that sometime over the Christmas break though.

Just another reminder before I go. If you'd like to read the lyrics that inspired this fic, they can be accessed via a link on my profile page.

OK, thanks for reading! Now, please, PLEASE leave a review on your way out!