Disclaimer: None of the characters are mine etc

Chapter 1 – So Near and Yet So Far

Lily could feel his eyes on her, but did not look up from her book. She knew what she would see if she did, those dark eyes that could look so gentle or savage surrounded by locks of silky black hair which stuck up on the back of his head.

"Oy, James, are you coming or not?" yelled Sirius from across the room. Lily lifted her eyes in time to see James' eyes leaving her face. She ran her fingers through her curly auburn hair and sighed slightly to herself. She knew that James would never like her in that way. "What's the matter with you, you look really glum" commented Helen "Is it James again?"

"I'm just so confused," replied Lily, "I'm just his geeky charms partner, he will never look at me in that way!"

"Oh Lily, you just need to get over him! He's not worth it, he swans round the school as if he owns the place, and he's horrible to poor Severus!"

Lily was still in the common room working in the dim glow of the firelight when James got back with Sirius. They couldn't see her; she was buried underneath mountains of books in an armchair. "Wasn't that amazing!" Sirius yelped.

"Keep it down!" said James "we don't want McGonagall in here again"

"Who cares, what's with you tonight, you've been acting really weird." Answered Remus who just entered and closed the door behind him. Lily didn't dare to breath she couldn't bare to be discovered by the marauders; they would never let her live it down. They came into her line of vision and sat down round a table, a pile of books obscured her but she could just make out their outlines and the shadows they cast round the room. They were whispering together, something important but she could not quite here, and gradually the warmth of the firelight and the heaviness of her eyes swept her away into a sleepy oblivion.

She woke up a few minutes later to heightened voices, obviously what they were talking about now was not as secret. "You have got to be kidding," laughed Sirius derisively. "Yeah, yeah I am" replied James but there was a tone to his voice that suggested that this was not quite true. "Come on, she's not that bad!" said Remus heatedly. Lily's eyes sparkled with curiosity eager to know more. "Come on!! Lily Evans, even Peter could do better than that, the glasses! The braces!!!" Lily's eyes widened in shock and her skin turned icy, how could they talk about her like this. She began to shake, trying to hold back tears. Eventually after what seemed an age, they left to go to bed. Lily sobbed into her hands as though her heart would break. The only one to defend her was Remus, not James.

The next morning Lily woke up fully clothed in bed, her eyes were still swollen. The first thing she did was to go to Helen for help. A few hours later, after quite a bit of patience from Helen she was transformed. Rather than a mass of curly hair that just refused to be tamed, Helen, by some miracle and a little magic serum a mass of silky hair hung down her shoulders, free of frizz and sparkling with health. Helen had replaced her glasses with contact and her emerald eyes peeped out between dark lashes. Her braces were gone and magically reduced teeth smiled out. "Wow, I am so good" marvelled Helen.

"I can't believe you did this!" sighed Lily with happiness, "thank you so much!"

Together they went down to a late breakfast, everyone had gone to watch the Quiditch match and had eaten early so there was no one to stare at the new Lily.

Lily was terrified of trying out her new look, but Helen forced her down to the pitch to see the end of the match. James was playing as seeker, it was the second to last game of the season and beats were going against Gryffindor. At first no one seemed to notice that they had slipped in, but slowly heads began to turn to look at Lily. She wasn't an ordinary beauty, she stood out from the crowds with red hair that shone and pale skin. She wasn't tall and looked fragile, like a small bird. Gradually a small group of Slytherins made there way to where Lily and Helen were sitting. It was Lucius and his gang. "Don't look up," whispered Helen, "someone's coming over."

Lucius was a few years older than them, and had a reputation for bringing trouble wherever he went, in a more refined and calculated way than the marauders. He was handsome, tall, blonde and quite charming, the rest of the group left him as he approached them. "Hey, I'm Lucius" he said softly sitting down beside her.

"Lily" she replied "and this is my friend Helen."

"Have you seen much of the match so far? It's a good one."

"No actually, we just came in, who's winning?" Lily said secretly hoping that it was Gryffindor and not Hufflepuff. Lucius replied outlining some of the details of the game. The teams were neck and neck; it was down to the seekers. "I have a question" said Lucius smoothly "There is a dance tonight, I know it's a bit short notice but would you like to go?"

"With you?" Lucius inclined his head slightly, "yes, I'd love to where is it?"

"Fantastic, I'll meet you at the entrance to the great hall, see you there" He replied and slipped away.

Lily stood on the stairs to the entrance hall trembling slightly, what if he didn't show up? After a few more moments he appeared, looking very dashing in his dress robes, which were of the finest quality. He took her hand gently "Well, its this way" he said and led her downstairs. The hall was decorated with white lights; Lily had no idea what they were celebrating. Lucius led her out onto the dance floor, it was the first time she had ever danced with anyone, and she had always thought her partner would be James.

James had not really wanted to come to the party, he did not have Sirius's appetite for free food and girls but he couldn't let his friend come alone. He expected to end the night sitting in some corner hiding from the girls who so regularly trailed round school after him. Sirius went on ahead of him, intently looking for some girl from Ravenclaw. James let his eyes wander around the room. Lucius was dancing with the most beautiful girl, but he did not recognise her until she turned her head, laughing at some joke. He couldn't believe his eyes, Lily, his Lily was dancing with Lucius Malfoy, she had done something to her hair and her teeth, he had never realised how her eyes danced when she smiled. She saw him eventually and blushed, her eyes flashed with anger, but he didn't understand why. Lucius eventually left her side to get drinks, so James made a move. "Hey Lily, I didn't know you were coming here." He said trying to make the look in her eyes disappear. "Oh, well, I suppose you wouldn't have come if you had know" She replied icily.

"What do you mean?" James asked.

"Just leave me alone Potter," she said without even looking at him, he had hurt her so much; she couldn't stand the sight of him.

Lucius returned with two glasses of pumpkin juice and a fierce glint in his eye. He and James had never got along so to speak. "You heard her Potter, she doesn't want to talk to you," He said aggressively. Lily still did not look at him. Defeated James shrugged. Lucius turned back to the dancing with Lily on his arm, but as they walked away Lily stole a glance at James' face. He held her stare with a hurt look in his eye as she walked away.