Disclaimer: Don't own anything. JKR does.

Everyone knew she was beautiful. And she knew it to, but she didn't like to flaunt it like all the other girls at Hogwarts. Lily didn't like to stand out much, she would rather be part of the crowd.

But soon two unsuspecting boys got involved with Lily Evans. Unfortunately they were best friends, and very popular. James Potter and Sirius Black.

Sirius noticed it first. While going on a hunt for their next 'conquest' Sirius pointed out Lily. "You know, she is actually pretty hot." Sirius said. James looked towards Lily's direction and nodded to Sirius.

"True. You going for it?" James asked sounding uninterested. "Yeah, I think so."

Sirius got up and walked to the other side of the library and sat across the table that Lily was studying at. "Hey, Lily right?"

Lily looked up to find one of the hottest guys talking to her. She just stared for a moment before answering, "Yeah." "Cool. So Lily, I was wondering, I know your good at charms and all, do you think you could help me with that homework we got?"

"Oh." Lily said. She was a bit disappointed that all Sirius wanted. "Sure. How about tomorrow after dinner?" "Sounds good. How about we meet outside under the big oak tree?" Lily nodded. Sirius got up, flashed Lily an unbelievable smile, and walked back to James.

"So what's it this time Sirius?" James asked as he doodled snitches on his paper. "Homework help." "Ahh, nice one. Haven't used it in a while." James smiled while still looking down.

Remus Lupin appeared in the library and went to sit next to Lily. Sirius nodded to Lupin. "Him?" "Yup." "Why?"

"Because we need someone that Dumbledore trusts. Besides, he's cool, we can totally trust him as well. Unlike your pick." James said. "What do you mean? Peter's not a bad pick." "You only picked him because he idolizes everything you do."

"So? We always need moral support." "You mean ego support." "Ehh, whatever."

James looked up to see Remus talking to Lily. All of a sudden Lily and James locked eyes and James felt this strange jerk in his stomach. Scared of what he might have felt, he looked away from Lily instantly.

-*-

"Lily, what did Sirius ask you about?" Remus asked as he sat down across from her. "Homework help. Said he is having trouble with the charms homework and needed me to help him out."

"Well, okay, but be careful. You know how Sirius is. Not to mention James." Lily looked up and found James looking over in their direction.

For an instant Lily felt a pang in her heart, but James quickly looked away, and it was gone. Lily went back talking to Lupin. "What are you saying anyway. You hang out with them a lot now."

"Well, they are good guys, really, funny and very loyal, but I know how they treat girls, not the best. So I'm just warning you, if Sirius has picked you as his next conquest..." "Thanks, but I think I can handle it." Lily said.

"It's getting late, so I'm heading back to the tower. Going that way?" Lily asked Lupin. He got up and nodded. Lily gathered her books but Lupin took them away and said, "allow me." Lily smiled and nodded in agreement. They walked out of the library and up to the north tower.

-*-

James saw the relationship that Lupin and Lily had. He wished he could have a relationship like that. But since he had a reputation, he had to retain his status. Secretly, James hated to be like this, but he couldn't let anyone know, not even his best friend Sirius.

James all of a sudden had that twist in his stomach again as he saw Lupin taking Lily's books and them walking out together.

"It's late. Lets go." James said as he gathered his stuff hurriedly and walked out of the library without Sirius. He wanted to trail Lily. He didn't know why. He really didn't, but his gut feeling told him to.

-*-*-*-

A/N: attempt at another L/J fic, hopefully it will be good. Hope everyone likes it. Review please!