James Potter kicked off his sheets and got out of bed, sighing loudly in a half-hearted attempt to wake his friends up. He crossed over to the window seat and sat down on it, curling his arms around his legs.

The clock struck two and he sighed yet again. Another day, another futile attempt to ask Lily out, another time for her to reject him. He could imagine her, sleeping peacefully in her bed, her dreams untroubled by relentless fantasies…

Or maybe she was awake, just as he was. But why would she be? What problems did she have? None. But he had many. And they all focused on a red-haired girl named Lily Evans. How he hated her, hated her for causing him to do this. Hated her for making him lose his happiness.

For James Potter was not happy. Not anymore. Lily haunted his every waking moment, as well as his dreams. Her laugh, her hair, her eyes, her smile... The one that was always directed at someone else. At Katy, at Anna, at Sirius, at Remus, even at Peter. But never him. For him there was only scorn and that heart-breaking look of disappointment. And that was why he was still awake.

She never smiled at him. She smiled at everyone, at her best friends, at his best friends, but never him! And she was always smiling at Sirius. He just didn't understand it. It was like they shared some sort of secret, or understanding.

James knew that there was nothing between them, after all, Sirius didn't even like girls! But the thought came nonetheless, the little whisper in his head that said, how can you be sure? He pushed it away, refusing to believe it, but the whisper would not go. It stayed in his head, even as he contemplated Quidditch, and pranks and even his bloody exams!

Then the invisibility cloak came floating to the front of his mind. It would be so easy to just go look at her, just to make sure that she really was sleeping… A reckless daring filled James and he quietly unlatched his trunk and took the cloak out. He grabbed his wand from his bedside table and silently left the dorm, hurrying down the steps to the common room.

Stopping at the foot of the girl's staircase, he wrapped the cloak around himself and silently transformed into a stag. Bounding up the stairs, he stopped on the landing, his keen senses listening to the sounds of thirty-two sleeping girls. Changing back into his human form, he opened the door to the sixth year girl's dormitory.

James walked slowly across the room, smiling slightly at the state of it. Combs and brushes and all sorts of other things that he couldn't identify were scattered everywhere and clothing was draped over every piece of furniture in sight. And he called Peter's part of the room messy!

His heartbeat quickened as he reached Lily's bed. The tall girl was sprawled in sleep, her red hair covering most of her face. She really was beautiful…

James reached over to brush her hair out of her face but she stirred and he withdrew quickly. It was so frustrating to be so close, and yet so far. He could not touch her, because if she woke…

He couldn't help but grin at the thought. She would probably wake all of Gryffindor tower. And if she did catch him, he would be in detention for the rest of the year. Which meant that he would have to explain how he had gotten into her dorm, since everyone knew that boys weren't allowed in the girl's dorms, and if they did try to climb the stairs, the steps would turn into a slide which would send them whizzing down to the common room floor. And he couldn't exactly tell McGonagall that he was an unregistered animagus and had been so since he was fifteen along with Sirius and Peter.

James was drawn out of his musings by a whimper from Lily, who was evidently having a nightmare. "No!" Lily cried out, tossing and turning in her bed. There was a terrified look on her face, and James knew that if her eyes had been open they would have been swimming with tears.

If only he could comfort her. But he couldn't. Remus was her comfort. Not him. But he wanted to be! He truly wanted to be. Lily thought that he just liked her because she was pretty. But that wasn't true!

He loved her because she was brave and funny and smart and kind and…well, beautiful. Lily was painfully beautiful. Everything about her was beautiful. Her heart and soul and mind and body. Everything.

She wasn't like the other girls, who would remake themselves for the boys they liked. Well, no, that wasn't completely true. Anna and Katy wouldn't do that either. Which was another reason that he respected Lily so much. She knew how to pick her friends.

But that also knew she probably knew the type of guys she liked. And he, James Potter, was not that type of boy. Though she didn't seem to be that interested in boys. The only experience with boys that she had (as far as he knew) was when she had dated Remus in their third year. And they broke up. Probably over the summer. Come to think of it, hadn't he told his friends that he liked Lily on the train at the end of their third year?

Remus must have broken up with her then. Remus was a very loyal friend, James decided. But he felt a little guilty. Remus and Lily had been very happy together, he remembered. They had given each other little presents, held hands in the corridors, and kissed innocently in the common room. Maybe that was why Lily hated him? But that didn't seem right either.

Lily wouldn't do that. He knew her well enough to realize that. It must have been something else…

But he knew the answer. He had always known the answer. It was because of how he had treated the Slytherins. But he didn't do that anymore! He had changed! So, what was it? He didn't know really.

Maybe he was wrong? He had tried to show Lily the real James Potter this year, but maybe that wasn't what she wanted? After all, the rest of the girls liked his Marauder alter ego. But that was probably just because they thought he was handsome. Lily was not so easily impressed.

But he hadn't shown her the real and complete James Potter. He was too scared to that. There was absolutely no one who knew him completely. Well, except maybe his mother… But that didn't count, did it?

That was probably what Lily wanted. Girls liked it when guys were sweet and nice, didn't they? That was what Remus and Sirius said, anyway. Of course, they were gay, but wasn't that supposed to make them more sensitive? Well, Remus was. If Sirius was, it was news to him.

But if he did show her the real him, what if she just laughed? James knew he was kind of messed-up, and maybe Lily would just be disgusted with who he really was. Maybe he didn't know Lily that well after all.

If only he could stay, in his cloak and listen to what Lily said and did. Then maybe he'd know what to do. Maybe…

But maybe not. Maybe he was just denying the real truth. The fact that he needed to be honest. He had known that all along, but he had been so scared that he felt that he couldn't do it.

But now he wasn't. He knew the answer. And he would change. Because he could, and because he wanted to. For Lily, and for himself.

James bent over Lily and kissed her forehead, quickly covering himself with the invisibility cloak.

Then he ran.

Lily woke with a start. It was dark in her room. Maybe about two-thirty in the morning. She heard the swish of a cloak and the door opened and closed on its own. The window was open and she supposed that the door could have opened by itself for it was a windy night. Only…she thought that she had seen a lock of black hair.

"James?"