Declaimer: I don't own thing or anyone in this story

This is something t thought of on my way home from school

What are you scared off...?

She was standing in the pouring rain facing the lake try to suppress tears she was stand there thinking about last night the night she had spent with James Potter.

"LILY!" yelled his voice the voice at the moment the hated and loved. "LILY what are you doing out here your socked!" He touched her shoulder he shivered under his touch. "Lily?" He asked with suck care and love she wished he would stop saying her name every time he did she fell more and more in love with him. She turned to face him with pain and sadness in her eyes.

"Just leave James!" she almost whispered out the words not really trusting her voice. He took a step back to see the hole of her face.

"Lily what up you have been avoiding me all day what up" he said leaned in and kissed her a slow and meaningful kiss and Lily kissed him back his arms snaked around her waist.

"No James I... I can't" she pushed herself out of his arm and began to walk away. He looked at her in confusion before running after her.

"Lily what up? Talk to me, Lily it me James you know James!" He pulled her hand to stop her walk away from him

"That just it your James Potter I have seen the way you date girls and I don't want to be one of them!" she said with a little more forces trying to convince herself that she meant what she was saying. James looked her in confusion this want right what about last night did none of that matter to her? he looked in to her eyes he sore fear so much fear in those beautiful green eyes

"Lily what are you scared of?" he asked holding her hand in his

"Do you really want to know?" he did not say anything just nodded "You I am scared of you more than Voldemort more than my dad!" James dropped her hand like it was on fire he could not believe what he was hearing he knew what her father used to do to her.

"Lily ...? What?" He stammered and finally she broke tears came pouring out of her eyes just as fast and as heavy as the rain.

"James I'm scared of the why you treat me for five years you pull pranks on my bullied me about my hair my eyes being friend with Snape everything!" she was having trouble seeing him with all the tears, rain and she plastid to her face. "I have heard the convocations you had with Sirius about girls you've dated! I'm scared off what happened last night I'm scared that I want it to happen again I'm scared the way you kiss me and hold me I'm scared about the way my heart is telling me to go and do you know what I'm most scared off?" James just shook his head Lily wiped away the tears of her face just to be replaced with new tears she sighed and looked in to James big hazels eyes "I'm so scared of the way you make me feel about you" a flash of lighting and a rubble of thunder brought another heavy wave of rain Lily ran away from the boy she was pretty shore she loved.

James just stood there looked at the places she had been when a great black shaggy dog bounded over to him before transforming to his best friend

"Dude what did you do to Evans?" Sirius black asked watched the red headed girl walk away from him

"I... I slept with her last night..." but Sirius did not here as he spoke in to the wind

"What was that mate?" he roared in to the wind

"JAMES HAROLD POTTER what the FUCK did you do to Lily?" came a so often calm voice of Remus Lupin he came toward his friend hunched bake and an umbrella blowing in the wind "I just walked pasted her and she was in tears so what did you do to my friend?" Remus and Lily had always been friend she like his calmness compared to James and Sirius.

"Well moony let me just say Lily and I are or were friends up to last night!"Retoured James to his friend last comment,

"Ohm prongs what happened last night?" said Sirius in the most childish voice he could muster.

"I slept with her!" said James not looking at either boy but at the floor.

"You what!" too male voice yelled at the same time

"Prongs you old dog!" laughed Sirius slapping his best friend on the bake the look Sirius reserved from James silenced him at once.

"So you slept with her and dumped her strait after is that it oh nice going James!" hissed Remus now getting very pissed off at his friend! James took a step back scared that his friend would hex him or something.

"No! NO, NO! Last night I went up to the head common room and she was sitting doing homework. So I thought hay let spend a little time with Lily might be fun you know she don't hate me any more well..." he looked up at the school where Lily had ran to hide herself from him "Didn't hate me well she asked me for help with transfigurations I sat next to her and gave her a hand and we started talking and well one thing led to another..." James stopped again the night events with Lily it brought a small smile to his face

Flash back!

"James!" lily said as she ran her hand through his hair,

"Emm" James murmured in between kissing her cheek and neck.

"Let's go up stairs" she whispered in his ear he broke away from her and stood up pulling Lily up with ease he took his hand and lead him up stares while undoing the buttons of her shirt, when they reached her room he picked her up as he raped her legs around his waist he carried her to the bed while steeling passionate kisses from HISS Lily flower. When he laid her down on the bed he closed the hangings around them.....

Flash back Ends

"James focus on the God damn story will you!" said Remus hitting him on the back on the head.

"Right yer well I woke up this morning expediting Lily there but she wasn't, I looked all over for her I tried to talk to her in lesion but she blanked me and I could not catch her after. Well I saw her out the window her by the lake so I took my chances and came to talk to her she basically said I was the biggest mistake of her life! ....." James looked at the lake through the rain without any warning spirited to the edge of the lake and dived in

"James!" yelled Sirius at the sudden outburst of his friend

"Do you know what Padfoot my old friend I believe he just needs time alone... Come on let go in it freezing out here" and together ran back in to school one heeding to the library the other to make out with his girlfriend.

Later that evening

Lily laded on the sofa watching the flames like the wood like a hungry child eating it favourite food. She smiled as she remembered sitting watching the fire like this with James. She did not look up when the portrait hole opened she knew who it would be James came in still socked from being outside after having a swim he had transformed in to his stage form and run around the ground trying to clear his head he saw Lily laying there.

"Lily" she whispered almost ask permission to talk for a moment he thought she would answer him but instead she just got up without looking at him and began to walk towards the stairs. James was not letting her walk away again "Lily wait!" he ran up to her and grabbed her hand she turned to face him her eyes dull and lifeless not like the eyes of the girl he knew and loved.

"Yes James?" she said his name with a strange coldness he had never heard before a shiver went down his spine at the sound of her voice

"I know your scared Lily but I'm not the tow timing little boy any more I have changes and you know deep down you know I have or why would you have become my friend this year? I know you think I will just get what I want and through you away but I wont I love and care to much about you to do that!" she tried to pull away be he held her hand fast and was not letting go. "I know what happened last night was scary for you but I know you enjoyed it as much as me! I know your scared that I will hurt you Lily but I won't I promise you, I would rather die than see you hurt Lily believe me" at this the first tear leaked from both their eyes James held Lily's face in his and wiped here tears away with his thump "I know how scary listening to your heart can be but I know how good it can be Lily my Lily just listen to your heart now forget everything and listen!" she closed her eyes as if she was actually trying to hear something "what does it tell you? When lily opened her emerald eyes they meet a dark hazel and she knew what her heart said she lent close to him and looked in to those eyes she loved standing on tip toes she kissed him with a quiet desperation to be loved. For moment he was completely shocked at what she was doing she pulled away looking sheepish.

"Sorry" she murmured not looking at his eyes she began to walk away.

"No Lily you never ever have say sorry for kissing me!" his held her face and lent down and kissed her with love and passion that was new to him even with what happened the night before. She put her arm around his neck and he in turn pulled her close to him she had never wanted anything more than she want him and for the second time she pulled him up the stairs towards her bedroom before the got there James stopped at look at her

"Lily are you shore?" he did not want to push her in to something she did not want to do

"James not regrets all I'm doing is following my heart" and she kissed him again this time it was James who pulled lily in to the bed room

Later again that night!

"James?" Lily wisped in to a sleeping James ear

"Uhu" croaked James still half a sleep

"James what are you afraid of?" she placed her head on his strong bake he turned around underneath the bed covers so he could she her face

"Just one thing" he stopped and kissed her forehead "losing you" she looked at him and kissed him full on the mouth he pulled her on top of him

"I love you James Potter!" she wiped as he kissed her neck

"I love you too Lily Evans"

FIN

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