Disclaimer: I do not own any of the characters, places and events of Harry Potter. The wonderful JK Rowling does. Copyright 1998 Bloomsbury Publishing. I also do not own the movie 10 Things I Hate About You. Touchstone and Buena Vista Pictures do. All rights reserved.

Lily Evans yawned as Professor Binns droned on and on and on in History of Magic. As much as Lily hated to admit it, Binns' classes were the most boring classes offered and even she, the top student of her year at Hogwarts, had trouble paying attention to them and that was saying something. Nonetheless, she tried, really she did, to pay attention and take notes during this period but she just couldn't. Her thoughts were much too preoccupied with James Potter, who was sitting between her and Sirius, smirking and bent over a piece of parchment plotting something with Sirius as usual. It seemed that lately Lily's thoughts had been much too focused on Potter for her own good. Yet, she just couldn't shake Potter from her mind as it seemed, much to Lily's horror, that she was falling head over heels for Potter. No, Lily thought furiously, I can't be falling in love with Potter. I don't even like Potter! And then Lily got an idea, an awful idea for a student who was trying to keep the top spot in her in class. She pulled out a piece of parchment and began to write furiously. And before you ask, no, Lily was not copying down what Professor Binns was droning on about. In fact, for the first time in her life, Lily Evans was doing something other than note taking in Professor Binns class and Severus Snape noticed.

"Professor Binns?" Snape sneered.

Professor Binns turned his ghostly neck around and snapped "What is it Drape?"

"Evans is not taking notes." Snape replied with a nasty grin.

Lily's face turned crimson and Professor Binns asked,

"Is this true Miss Everetts?"

"Yes," Lily whispered.

"Then perhaps you would like to share what you've written with the rest of the class given that you think it is more interesting than my lecture?"

Lily stood, shaking, face as red as a beet, and began to read,

"Ten things I hate about James Potter"

Snape snickered and Remus, who was sitting between him and Peter Pettigrew, whacked him upside the head hard. Lily continued shakily,

"I hate the way you flirt with me and the way you mess your hair.

I hate your stupid cheeky grin, I hate it when you stare.

I hate your big dumb Marauder friends and the way you're never on time.

I hate you so much it makes me sick. It even makes me rhyme."

"I hate it…" Lily began to cry, "I hate the way you always get what you want,

I hate it when you lie. I hate it when you make me laugh even worse when you make me cry.

I hate it when you're not around, even worse when you pass me silently in the hall.

But mostly I hate the way I don't hate you. Not even close. Not even a little bit. Not even at all"

The whole class burst into howls of laughter except for Snape, who looked close to crumpling up his parchment from rage and the Marauders who all sat gobsmacked at Lily's words. Before Professor Binns could respond, Lily rolled up the parchment with a snap, slammed it on her desk and ran off from the classroom in tears. See Evans, she reprimanded herself, this is what you get for daydreaming about Potter! You get the entire class laughing at you, the Professor cross with you and your grades get flung down the toilet! Lily ran and ran and ran as fast as she could away from the History of Magic classroom not paying attention to where she ran as long as her path took her as far away from everyone as possible. She thanked Merlin that it was her last class for the day so she wouldn't have to face anyone for awhile. At least, she wouldn't have to face anyone if she didn't go to the Great Hall or the Gryffindor common room. Lily looked up to figure out where she was and saw that she was outside the castle on Hogwarts' grounds. She made her way towards her favourite tree by the lake, wiping away her tears and muttering to herself,

"Stupid, stupid, stupid!"

Lily sat under the tree for a few moments when it became apparent that she was not alone. She heard panting and a voice calling,

"Evans!"

Lily knew that voice anywhere. It was the same voice that asked her out a thousand times a day and the same voice that she heard as she did her rounds as Head Girl. It was unmistakably the voice of none other than James Potter. Potter was, as Lily noticed, sprinting towards her as fast as he could with a look of worry upon his handsome face. James came skidding to a halt next to Lily and, panting, asked,

"Do you mind if I sit down?"

"As long as you don't laugh at me," Lily hiccoughed, wiping away a few stray tears.

James sat down next to Lily and looked into her tear-filled emerald eyes.

"I would never ever laugh at you, Lily" James said kindly.

"You-you c-called me Lily" Lily gasped.

"Yeah, that is your name isn't it?" James smirked cheekily.

"Well, yeah, it is but that's not the point." Lily remarked haughtily. "Don't you despise me after what I wrote about you in class?"

"Nope," James smiled.

"Why?" Lily asked, looking up into James' cheerful hazel eyes.

"I could never despise you, Lily" James grinned. "I thought what you wrote in class was brilliant actually and I knew you never actually hated me."

"You did?" Lily blushed.

"I did." James nodded. "It was quite obvious Lily, I mean you kept blushing every time you looked at me for the past few days. I'm sorry that I ever drove you so mad that you wrote about it rather than tell me."

"It's alright James," Lily sighed, "I'm just sorry it took me so long to figure out that I liked you. It's probably too late now though, I mean I've turned you down so many times. Why should you keep pursuing a lost cause?"

Lily inhaled and started sobbing again. James leaned over and wiped away her tears and said soothingly,

"Lily, you are not a lost cause. I changed for you Lily, because you made me see what a tosser I was being and that I was making others miserable just to stroke my ego. And, yes, before you ask I still might not like Snape but I have been trying my bloody hardest to think before I hex him so I'm not just doing it without reason. And you know I care about my position as Head Boy just as much as you care about your position as Head Girl, you've seen that. And yeah, Sirius might be a little annoyed with me for taking so many points from Gryffindor since I became Head Boy but at least he knows that I'm just trying to keep our arses out of detention. I think I've polished enough trophies to get the message that while pranks are fun, getting caught- and hurting people- isn't. Lily Evans I have been mad about you since the first day we met. You are talented, smart, funny, firy, sweet and the most beautiful woman I have ever met inside and out. And you are certainly not a lost cause. You, Lily Evans, are my best friend. I love you, Lily-Flower. I always have and I always will. Please, Flower, go out with me?"

Lily smiled softly, brushed away the rest of her tears and said,

"Oh, James. When I first met you, I thought you were an arrogant toerag, no offense. But you proved me wrong. I might not have approved of your bullying but I have always loved how you are a loyal friend through and through, especially for Remus. And I must say I am impressed to see how you've changed throughout all these years. I think Dumbledore making you Head Boy has done you a world of good. I've seen the real, sweet, loveable yet firm goofball I've grown to adore show his true self to the rest of the world. I'm so glad you've given up hexing people for no reason. And I'm so proud that even though we both know that Severus Snape is a full-blown prat that you've been trying your best not to hex him even though it hasn't been perfect. I thought Severus was my best friend because I knew him longest and he introduced me to the Wizarding World but I was wrong. My best friend was the one who stood by me to make sure I was alright, who didn't call me awful names or blab about what I was writing to the professor, who was always there to lend an ear if I needed one and to pester me with constant requests to go out on a date. I should have known from the start of fifth year that you were the one for me but I didn't want to admit it because I was too proud. Well, here goes. James Potter, you are charming, incorrigible, talented, smart, sweet, and an arrogant toerag. But you are also my best friend. And I love you with all my heart. I always have even if I wasn't willing to admit it. Thank you for not giving up on me. And, yes Prongs, I will go out with you"

James started choking on his own saliva and Lily had to pat him on the back before he gasped out,

"Really?! I mean you're not kidding me this time?"

Lily laughed and replied, "Yes, James, really. I really do want to go out with you. I'm not joking."

"What worked this time, Lily?" James asked softly. "What was different about this time than all the other times before?"

"Well," Lily said as she twirled her hair around her finger, "you were just being yourself. You came after me after the History of Magic incident and made sure I was ok. After that I stopped being so proud and just gave into the feelings I knew were there all along. When you poured out your heart to me and assured me that I was not a lost cause after all the pain I know I put you through, I knew you were serious."

"HEY!" called a seemingly bodiless voice, "I'm Sirius!"

"Ha ha ha, Padfoot very funny," James said sarcastically. "Come out from under the cloak. Were you three spying on us this entire time?"

"Yes!" squeaked another bodiless voice.

Lily was shocked as suddenly, as if from out of the blue, Sirius, Remus and Peter appeared. Lily watched as Sirius smacked Peter upside the head. Before she could say anything about the presence of the rest of the Marauders, James bent down, picked something up and threw it over them before snogging her senselessly. It was the most wonderful feeling, Lily thought happily, sweet and melting, like an ice cream cone. God, Lily thought, James could really kiss! No wonder every girl in the school was after him. After awhile, they came up for air and Lily sighed,

"That was wonderful,"

"I've been dying to do that for quite a while" James breathed.

"Care to do it again?" Lily smirked cheekily.

"You bet," grinned James.

The two began to snog again and were just starting to enjoy it when Lily felt the piece of material being pulled off of them and as they came up for air heard voices cheering,

"Whoo! Way to go, Prongs!"

Lily blushed as she saw the Marauders staring at her on top of James while James just rolled his eyes.

"It's about time," Remus chuckled.

"Yeah Prongs, I was about to go mental from you mumbling about Lily in your sleep" Sirius teased.

James blushed and was about to respond when Peter chimed in,

"And I was going insane from watching you draw little hearts with LE+JP on all of your notes in class"

"Would you all kindly shut up and leave us alone?!" James seethed.

"It's alright, James," Lily smiled. "We should probably be heading up to the Great Hall for supper now anyways."

James helped Lily up and took her by the hand and together the two walked into the Great Hall where Lily would peck James on the cheek, Professor McGonagall would pass Professor Slughorn a galleon, Severus Snape would break his drinking goblet of pumpkin juice from clutching it so hard and the whole hall would burst into thunderous applause.