Disclaimer: Don't own Harry Potter.

Lily sighed sadly. She was always the subject of the Marauders' pranks. Just because she didn't plaster her face with powders and lipstick, and go around kissing the first guy who asked her out. And it was all because of James, that stupid James bloody Potter. He kept asking her out as a joke, he didn't know how much it hurt her, didn't know that she had gone and fallen for that bloody 'Potter charm', as his fan-club so aptly called it. That twinkle in his eye, mischievous and intelligent, that adorable cocky grin, and his gorgeously messy, ruffled black hair. Oh god she had fallen, fallen hard. And to make matters worse, recently he had stopped asking her out. This was an improvement in some ways, but even though it was just another of his jokes, even though he would never seriously consider going on a date with her - it now meant that the only time he ever acknowledged that she existed was when he teased her about studying too much, and telling her to come outside with the rest of the Marauders. That always put Lily in a foul temper, taunting her about having no friends was just spiteful, so it always ended with her shouting at him angrily before storming off somewhere.

James sat quietly in the corner of the Common Room, his fellow Marauders sitting in a group around him, lounging across armchairs. He was watching Lily Evans. He loved her so much, but every time he asked her out she rejected him, so he had decided to back off as Remus had advised, and behave more like the real him around her. He tried asking her if she wanted to come and sit with them by the lake when she was finished studying, but for some reason she glared at him angrily before running off. She is so beautiful, he mused. She wasn't like the other sluttier girls who smothered themselves in make-up every day. He had recently let up on the whole annoying her thing; it was just that it was the only way he could get her to acknowledge that he existed. And, beautiful as she was when she got angry, when her green eyes flashed dangerously before she stormed off away from him, red hair flying behind her, his heart still broke a little more every time. He still loved her with every piece.

The next morning was a Saturday, and it was a Hogsmeade weekend. Lily smiled when she woke, it was going to be a good weekend; she had heard about the new nightclub for teens that had opened in Hogsmeade. That evening she went up to her dorm and got dressed. Her roommates had gone earlier so she had the room to herself. She pulled on a small black skirt, and a low cut, figure-hugging top. Using a few simple make up charms she applied a small amount of flattering make-up. Finally, she let down her fiery red hair so it fell in waves down past her shoulders. She looked in the mirror, satisfied. No one would be able to recognise her out of those frumpy school robes, with her hair down, and not obscuring her face like normal. She was ready.

Lily walked through the doors of the club and went over to the bar. She sat and watched the dancers for a while, taking it all in. She laughed inwardly, the majority of the dancers were Hogwarts students, and the girls were doing it all wrong. They were being too slutty – as usual. The boys would dance with them and move on, forgetting them immediately afterwards. Lily smirked-she knew how to dance. Yeah, she actually did her work- yeah, she liked to read. It didn't mean that she didn't know how to have fun as well.

She scanned the crowd purposefully until she found what she wanted, then waited. A few minutes later she got what she wanted. She caught Sirius' eye. She fluttered her eyelashes at him and held his gaze for a moment longer before slowly turning in her chair so she was facing the bar and her back was to him. Smiling, she thought 5…4…3…2…1…

"Hey there gorgeous," said Sirius, winking.

She smirked inwardly, Sirius Black had just called her gorgeous, and winked at her…if only he knew, she thought wryly.

"Hey…" she replied, looking coyly at him through her long charcoal lashes. As she had known he would, Sirius had been unable to resist coming over, and had dragged James over with him. (Poor Remus had been forced to stay at Hogwarts to tutor Peter).

"And what would you be doing here all on your own?" enquired Sirius smoothly.

"Waiting for someone to ask me to dance," she told him, her eyes meeting his again, leaving her words lingering in the air.

"Well isn't that a coincidence. We were just looking for someone to ask to dance." said Sirius suavely, "Why don't we help each other out?"

"Sure," she replied, twirling round on her seat, smiling flirtatiously and flicking her hair over her shoulder as she made her way over to the dancers.

James was dancing in the new teen bar at Hogsmeade, though a little half-heartedly; he had been dragged along by Sirius. Apparently as Marauders, the most popular guys in school, they had 'a reputation to uphold'. All James could think of was Lily. Suddenly he felt himself being dragged through the crowd of dancers by Sirius. Here we go, he thought, what now? As they emerged from the crowd Sirius slowed to a walk, and sauntered over to where a girl was sitting at the bar, red hair cascading down her back in gently undulating waves. Hold on, thought James, puzzled, Isn't that?...No…It can't be… James was drawn from his thoughts by Sirius'

"Why don't we help each other out?" and was obliged to go with the others as they wound their way through the dancers to find space for themselves.

Lily focused on Sirius first; she looked directly into his eyes and started to wind to the music. The trick wasn't to dance like a slut, you had to tease your partner, lure him towards you temptingly, seductively, before pulling back just out of reach, leaving him in suspense, longing for more. Lily slid her palms up from Sirius' muscled stomach to the back of his neck. Pleased with the reaction she got, she moved closer to him, winding her legs around his and grinding against him with the music. Originally Sirius had been grinning confidently, he wasn't one of the most popular guys in the school for nothing; he could keep up with her dancing. Now, as Lily bit her lip enticingly, Sirius could do nothing but move to the music and try to appear cool and collected, which he found harder and harder by the minute. Lily pushed herself right up against him before slipping away, and turning to James. Sirius mumbled something about needing a drink and disappeared into the seething mass of bodies.

For a split second, as she met James' seemingly fathomless eyes, Lily faltered. Then, pulling herself together, she allowed the corner of her mouth to curve upwards, and raised an eyebrow at James. He responded by moving towards her, placing his hand on her lower back and drawing her irresistibly towards him. They began to dance, bodies moving together, heartbeat for heartbeat. About half an hour later they stopped, breathless.

James looked into Lily's striking green eyes, her face framed by her flame-red hair. He knew it was her, no one else made his skin tingle when they touched, or made his heart rate speed up just by looking at him. She obviously thought no one would recognise her, as she usually hid her curves in oversized school robes and her face behind her hair, so James decided to play along. At least he could dance with Lily, and it wouldn't end with Lily screaming at him. Lily's fingers mimicked the action James' did so often, running through his mussed up hair. Before either knew what was happening, they were tilting towards each other, could feel each others breath on their lips. Suddenly Lily remembered herself.

"No…" she whispered, and after standing frozen for a moment longer she turned as if to run away. A hand grabbed her wrist, stopping her.

"Wait," protested James, "Don't go…"

"I have to," replied Lily, a tear escaping from her eye and running down her cheek. Before James could react, she had slipped her wrist from James' grasp, and ran off. By the time James had managed to slip out of the throng of people, Lily was nowhere to be seen. Hanging his head sadly, James made his was dejectedly back up to the castle.

Lily ran. She ran out the club, through Hogsmeade, and all the way back to her dorm. She threw herself down on her four-poster bed, now sobbing freely. She punched her pillow repeatedly muttering,

"Stupid! Stupid! Stupid!" How could I have almost let myself kiss him?! Then it would just be harder to let go. I couldn't, I just couldn't… Hours later, as her sobs slowly subsided, she was lulled to sleep as rain pattered softly on the roof.

The next morning when Lily woke up, her face was set in a determined expression. She would not be the geeky bookworm any longer. She wasn't going to hide any more; she was going to be herself. She picked out a pair of tight fitting Muggle jeans, a t-shirt that showed off her figure, and brushed her hair. One flick of her wand and make-up was done. She picked up the long skirts and button up shirts from her trunk and threw them onto the dorm room fire. With her new found confidence she tossed her hair over her shoulder and started to walk out the door, when she heard the whoosh of wings and turned to see an owl at the window. She untied the parchment from its leg and read,

Lily, I have to tell you something. I know it was you last night.

Lily gasped.

I promise, after this I will never ask you ever again, but I had to try to explain at least once more, Lily, I love you from the bottom of my heart. When I first started asking you out, it was a challenge, the one girl I couldn't get, but within a matter of weeks I had failed my challenge, I had fallen in love.

A tear fell from Lily's eye and splashed onto the scrap of parchment, making the ink in the sentence run.

So here goes my last try, my last hope. Lily Evans, when I look in your eyes I feel a thrill run through my whole body. When I'm near you my pulse speeds up. Even when your fingertips just brush the back of my hand my skin tingles. Over the last few years, every time I asked you out, and you said no, I felt like my heart shattered a little more, but I still loved you with even the smallest piece. Will you put my heart back together, and be mine?

By now the tears were falling thick and fast, and she was holding the parchment protectively out of harms way.

If you say no, I'll try to understand, and I won't bother you again.

Always and forever yours,

James

x

For a moment Lily sat where she had collapsed on the end of her bed, parchment clutched in her hand. Looking up she caught sight of herself in the mirror. She folded away the parchment and tucked it into her diary. Turning back to the mirror she muttered a few spells and repaired the damage done by her tears. After one last scrutinising look in the mirror she rushed down to the Great Hall to find James.

The next morning when James woke up he slipped out of his dorm without waking the other Marauders and started the long climb up to the owlery. When he got there he rolled up the note he had stayed up late last night writing, when everyone else was in bed, and tied it to the leg of his owl.

"It's for Lily, make sure she gets it for me." He said, before giving him an owl treat and sending him on his way. Going back to his dorm he splashed his face with cold water, ran his hand through his hair, and finding his friends gone, went down to the Great Hall.

When Lily got to the Great Hall she spotted James sitting down the end of the Gryffindor table with the rest of the Marauders, and hurried over to him. He stood up to meet her, looking nervous.

"W-wow," he stammered, taken aback, She looks beautiful, he thought, "You look…" he trailed off, lost for words. "So, did you…um…get my letter?" Lily smiled at his nervousness, walked right up to him, and standing on her tiptoes whispered in his ear,

"Love you too," before taking hold of his tie, pulling him towards her and kissing him. James grinned, wound his arms round Lily's waist and spun her round in a circle. They both jumped as the entire Great Hall started cheering and catcalling.

The pair just blushed and smiled at each other happily. Sometimes, just sometimes, it pays off to be yourself…