Set near the middle of their seventh year. James is once again trying to win over Lily. They are in the common room of Gryffindor Tower after eveyone else is in bed.

"Lily, I've got nothing left to hide," James looked straight into her eyes, "I want you and your beautiful soul."

Lily felt her resolve melt as he said those last few words. This attempt for her love was so different from his other tries; this one felt more real, more honest. Maybe Remus was right and James had grown up. She took a breath and tried to look away from him.

Lily whispered, "Let me think for a while. Can you do that?"

James put a gentle hand on her shoulder and trying to catch her eyes, said softly, "You're more than just a pretty face to me Lily, you're something special. I'll wait as long as you want." Lily nodded and James got up to head to his dorm. As she watched him walk away, she couldn't hold back her confusion. And with the confusion, came tears. James turned back at the sound of her soft gasp. The sight of the tears cascading down her face sent him hurrying back towards the couch. Reaching Lily's side, he didn't hesitate but wrapped his arms around her and pulled her towards him.

Lily rested her head against his shoulder and let go her confusion, "James, I don't know what to do! I can't help but think of you as the way you used to be even though everyone says you've changed. And I do have feelings for you, but I don't know if they're positive or negative."

James nodded slowly and tried to puzzle out his own feelings. If he was only going to get this one chance to tell Lily how he really felt, he had to be truthful. "I don't wanna waste your time Lily, so everything I'm going to tell you is straight from my heart. Its how I really feel." He paused to take a deep breath; this was so much harder than he thought it was going to be. "I don't wanna let another minute go to waste; I wasted 6 years by acting like a jerk. If you just give me a chance, I promise that I'll be always faithful. I'll never make you cry, unless it's with joy of course. I've done things that I'm not proud of in the past, but I've grown out of that … mostly." Gazing into Lily's vibrant green eyes, he continued, "I don't want just anyone to hold Lily, but I don't want my love to go to waste either."

As James fell silent, Lily couldn't help but melt at what he'd told her. He was everything she looked for in a guy; it was a pity that he'd taken so long to grow up. Cuddling closer, she sighed happily.

James chuckled, the sound rumbling under her ear, "Is that a yes?"

Lily giggled, "It is, but," her voice changed, "can you please be mature about this? No announcing it to the student body, no very public displays of affection, ok?"

James nodded solemnly, "This is just between you and me…and Sirius and Remus. Guys stop hiding, I know you're there."

Grinning, Remus and Sirius tumbled down the staircase. Remus gave Lily a brief congratulatory hug while Sirius teased James mercilessly about his 'epic love speech'. James laughed Sirius off and shooed his two friends back up the staircase. Returning to his spot beside Lily, he cautioned her to remain silent as he listened intently. Surprising Lily, he suddenly whipped out his wand and pointed it at the stairs. Two yelps and a couple of swears emitted from the top and James settled back, smirking. Leaning back into the circle of his arms, Lily and Jams watched the dying fire, content in each other's presence.

AN This idea has been hanging around for a while and I'm happy that I was finally able to write it. Inspired by 'Beautiful Soul' by Jesse McCartney. I own nothing! Please reveiw!