Lily sat doing her Potions essay in the Common room. James was loudly telling a quiddich story to his fellow Mauraders. Occasionally Sirius would interject and Lupin would laugh. Peter just stared awestruck. As usual. They were being quite loud. "Hey James," Lily started. "Mind quieting down?"

"We have to have some kind of noise and entertainment." he told her, looking around around at his friends, seeing thier heads nod.

"Well it's quite distracting. Yes I'm happy we've won the cup, but exams are coming up and not every one wants to hear about your quiddich endeavors for the millionth time"

He glared at her and say that there was a bit of light outside. "Come on boys." and walked out the door. She smiled at the fact that he was leaving and continued on with her essay. They joked around for a while but when Professor McGonagall told them to get inside, they all went inside, very unhappily. Lily was up in her dormitory listening to her silly roommates giggle on about something or the other. They were so immature. James told the boys he was going to bed and left Lupin in charge.

The next day Lily was buttering her toast when she saw Snape eying her. She was furious at him for chastising James' seeking ablilities last week.

James followed her gaze and barley controlled his anger. "That little prat!" he said between gritted teeth. She had heard him. She glared at him as if to say 'you're no better' He growled, picked up his stuff and went to the Black Lake to finish his homework and study.

James couldn't stop thinking about Lily. She ignored him but he couldn't forget about him. When he slept, his dreams were about her. He picked a Lily flower, wrote a note and set it in the common room so she would see it. "Meet me tonight in the entrance hall - James" What was this? Was THE James Potter asking her out? She wasn't interested in the slightest. But she decided to meet him anyway, so she could clear this up with him.

James was waiting when he saw her round the corner and fought the urge to rush to her. He just smiled and waited for her to come closer. She wasn't smiling "Hello James"

"Hey, so you really came. I didn't think you would and you leave me here to wait forever." he said.

"Well….I came here to clear something up."

"What would that be?" he asked curiously.

"I'm not here for the reason you think I am."

He frowned and asked, "Then why are you here?!" he waved his arms around.

"To tell you…that I'm not interested in you."

He put his hand behind his back and pulled out a lily. "So you're interested in that twerp, Serverus?" he asked slowly.

She glared at him. "No. way." He frowned again and turned away, thinking. She was angry now. "isn't it possible that i'm just not interested in a relationship?"

He thought for a bit longer. "Why do you always have to be like this?! So blunt and well, you? I'm cheerful and then you're grouchy. I try to be nice and you just scowl and turn your head?" he asked, almost yelling now.

She backed off. "Calm down" she told him simply

"I'm nice to you arent i? I'm as nice as you deserve"

"Actually, you're not. When I try to be nice, you just say, 'Get away and shut up.'" he told her, lowering his voice a little.

She thought back & realized he was right. "I'm sorry"

"Apology accepted," he said softly. "You're just so different from the girls. You're not all girly and you're not falling head over heads for every guy in the school."

"There a reason for that'

"What is that reason?" he asked her.

"Most guys here are so arrogant. Or stupid. Or selfish. Or jealous." she sounded extremely resentful on the last one

"I might be jealous and arrogant but it's because I really like you but you don't notice me anyway. I do that to get your attention." he told her sadly.

"But…you had my attention until you did so. And don't honestly tell me you're not arrogant, Potter. You and I both know better" she smirked

"I did? You ignored me even more when I was just being me around you and not well, stupid."

"Was there ever really a point where you weren't?"

"I don't know." he said honestly and shuffled closer to her.

"You've always been cocky & arrogant potter. Don't deny it."

"Yeah, it's how I am. I really can't change it unless I turn into a whole new person. And I would only do that for one person…You."

"Well…there you go. but its wrong to change just so I'll accept you"

He grinned and asked, "So you'll be one of them group now? And maybe ya know…." his asked, his voice trailing off.

"Well…I guess I could, yeah. Be in the prestigious group" He couldn't help him self, he hugged her..

Author's Note: For those of you expecting romance, don't worry. There's a part 2 (;