A/N: This is a one shot. My first M rated Story. Not a songfic but inspired by the song by Mandy Moore with some lyrics borrowed as dialogue.

Disclaimer: I do not own Harry Potter. Or the Mandy Moore song.

Summary: Lily needs to forget a painful breakup and is desperate for someone to be there for her, even if only for one night. James is there and will do anything for her, even if it means forgetting her after.

"I try but I can't seem to get myself

To think of anything but you,

Your breath on my face,

Your warm gentle kiss, I taste the truth

I taste the truth

We know what I came here for

So I wont ask for more

I wanna be with you

If only for a night,

To be the one whose in your arms,

Who holds you tight

I wanna be with you

Theres nothing more to say

Theres nothing else I want more than to feel this way

I wanna be with you

So Ill hold you tonight

Like I would if you were mine,

to hold forever more

And Ill savor each touch that I wanted

So much to feel before

How beautiful it is

Just to be like this

I wanna be with you

If only for a night"

- I wanna be with you, Mandy Moore

I want to be with you

James Potter sat alone in the common room. It had been hours since his friends had retreated to the dormitory to catch whatever sleep they could before classes tomorrow. His hand traced lightly over the plush cover of the sofa. The book sat next to him, lay forgotten. His thoughts were somewhere else. His mind fell to the incident earlier today; he had watched unfold in front of his eyes. He had no control over it then and now was no different. Seeing the girl he loved, cry desperately on the shoulder of the Ravenclaw boy. He had watched helplessly as Richard Davies had courted Lily, asked her to Hogsmeade for the first time at the beginning of Sixth Year. He had been able to do nothing then either. He watched as she'd blushed, giggled, fallen for him. James had seen the way she happily held his hand as they strolled through the cobbled streets of the village. He'd even witnessed their first kiss. He'd watched it all for a year, and had done nothing. Lily Evans had hated him, if not before the confrontation after OWLs, then surely after. From that moment he had stopped bothering her, stopped his joking attempts to win her affection. He had not muttered the words, "Go out with me Evans," for a year.

They were now in their Seventh and final Year at Hogwarts School of Witchcraft and Wizardry. They had both won the position of Head Students. While Lily had only been a prefect for a year and James had never had the honour, no student at Hogwarts had been surprised at Dumbledore's choice. James Potter might be a reckless prankster and Lily Evans might be a hot-headed extrovert, but no one doubted that the two were born leaders. Braver than the bravest Gryffindor; as intelligent as the smartest Ravenclaw; as kind as the kindest Huffepuff and morally above the most cunning Slytherin. Together, they were the perfect team, James' calm demeanour settling Lily's volcanic temper, Lily's feisty wit keeping James' pranking ways in line. They had even grown to become friends, something no one would've thought was possible two years ago. But they weren't together. And yet, James still pined for her.

She had been with the dashing Richard Davies since the beginning of Sixth Year and many thought that they were "the couple who'd make it". Until yesterday. Yesterday Davies had approached Lily, with disregard for the crowded Hall of dining students and ended it. He had fallen in love with someone else. Not one person had seen Lily Evans look more pathetic in their lives. She had clawed at his arms, demanded an explanation and sobbed uncontrollably until all Davies could do to settle her was hold her in his arms. James had watched and balled his fist to avoid doing anything rash. His best friend, Sirius Black had comfortingly placed a hand on James' trembling shoulder and had only managed to calm him slightly. His hazel eyes watched, narrow and were meaner than the soft, playful color appeared. Only three people noticed, the three boys closest to him.

James sighed again, staring at the roaring fireplace. Why did it have to happen now? It was still October of their Seventh Year. There was just enough time left for James to have hope that Lily might take notice of him, in the way he had wished she would for years. But there was also just too little time for it to actually become reality. He was caught as he often was, in a perplexing situation. He had gone on dates with other girls, hoping half-heartedly that they might fill the void he was sure Lily was meant to fill. But they never did. He felt sure that he was destined to be alone, or if anything…never truly happy. He treasured his moments with Lily because he was scared there would be no more after they left Hogwarts. He'd never again be the cause of her sparkling smile or the narrowing of her emerald eyes. He wouldn't be able to watch her tuck her cascading auburn hair behind her ear every five minutes because it just refused to stay out of her eyes.

"I am a very lonely person," James said out loud, thinking about how he hated sitting here by himself, but did it nonetheless.

"I suppose that makes two of us."

And as if, his thoughts had conjured up a reality, there she was. Her smile a little less dazzling, her eyes a little less emerald but the auburn hair still stubbornly falling in her eyes as always. He smiled, feeling a lightness hit him, as it did whenever Lily was around.

"Still up Potter?" she teased, sitting on his couch, leaning against the other armrest. She hadn't called him simply by his last name since the end of Sixth year. One of her legs was bent and she hugged her knee, propping up her chin and looking at him, while her other leg dangled over the side and grazed the carpet. Only his book lay between them, but he felt as though it was an impenetrable wall. He moved it on to the table and faced her, bringing his legs up on the couch too and sitting cross-legged.

"Suppose that makes two of us," James replied with another smile.

"I couldn't sleep," she muttered, looking away, her eyes glassy.

"I'm sorry about Richard," James said out of obligation. He wasn't sorry in the least. Even if he couldn't have her, he was glad the other boy didn't.

"He's a git. Did you know it was Lucy McManus?" She asked the question conversationally, with a nonchalance that didn't suit her.

"Yeah, I heard," James replied.

"She's everything I'm not you know? She's blonde, her eyes are blue. She hates studying and is always in detention."

"Sounds like someone Sirius might like," James said with a laugh.

Lily laughed too. "No, surely Sirius has better taste."

"Maybe he will one day, I don't think he'll ever fancy someone more than his motorcycle though. He's quite alright being single, he likes a bit of fun." James said the words easily. He understood Sirius better than anyone else and vice versa.

"I'd like a bit of fun…" Lily murmured.

James was surprised, but quipped quickly, "With Sirius?"

She laughed again and some sparkle returned to her red-rimmed eyes. "Well he is the most sought after boy at Hogwarts!" she teased with a wicked little smile.

"Only 'cos he doesn't give anyone the time of day!" James protested, grinning back.

"Well aren't you second? Didn't Marlene publish some spoof of Witch Weekly with the most eligible males at Hogwarts?" Lily said, remembering how the Gryffindor Sixth Year had everyone in stitches when she gave out copies a few weeks ago.

"The very same one McGonagall banned by the second day of Sirius asking how she could possibly give the most eligible wizard at Hogwarts detention," James replied still laughing.

"I always would've thought you'd be first," Lily said with a shrug beginning to play unconsciously with her toes.

James watched for a moment, thinking how adorable she was, before realizing what she'd said.

"Why's that?"

"You just seem like the one who you could bring home to mum but still never be a bore."

"And Sirius?"

"He'd probably wreck the house."

They laughed together, his deep chuckles harmonizing with her light, airy laughter. They then fell silent, comfortably enjoying the warmth of the fire and the good company, neither caring that the clock chimed three times, signaling it was now way past a decent hour to be up.

"I just want to be able to forget him."

Her words were dull and beaten, but it was a rare moment for she was truly displaying herself to someone.

"You will, it just takes time," James said hollowly. He didn't believe a word he was saying. He hadn't been able to forget her and it had been over a year.

"When did you stop liking me?" Lily said, turning back to him with her steadfast gaze.

"Oh come on, let's not talk about that. I don't want you storming out of here leaving me with a handprint on my cheek," James said stretching and leaning back against the armrest.

"Come on James, I want to know," She insisted, ignoring his joke.

He looked back at her, confusion and frustration seeping through him momentarily. He saw her, so earnest, so oblivious to the fact that he still harboured the deepest of feelings for her.

"I never did," he replied softly.

"Never liked me?"

"Never stopped."

"Oh…I see," she said, a faint blush staining her cheeks.

"Sufficiently awkward now?" James asked, laughter lilting through his voice.

"A little," she admitted with a small smile. "So you really think it just takes time?"

"I haven't a clue."

"I think if I had someone else to distract me…someone to make me feel-"

"You mean a rebound," James provided, his voice even.

Lily hesitated. "Yes. Something physical…just for a night you know?"

James nodded, looking down at the floor. They fell silent. Lily's cheeks were redder than ever. Almost five minutes passed before anyone said anything and Lily was ready to scream.

"I could be that for you," James said, looking stubbornly at her toes instead of her face.

"But…you said, you said you still like me, that's not fair is it?" Lily asked, stammering a little.

He looked at her, studying her expression before moving closer. She shifted but didn't recoil.

"It's your choice," he whispered, his face tilted, closer to her than ever. She could feel the warm breath on her cheek and she nodded ever so slightly before their lips met in a gentle kiss. When they separated, James' eyes remained closed and Lily knew this must mean a lot to him. She wondered how much it meant to her and came up with a blank. Something felt odd, different but she couldn't yet place it.

He took her hand and led her to the girls' staircase.

"How will you get up?" Lily asked, afraid of waking anyone up when the stairs turned to a slide.

He shrugged, and grabbed a broomstick nearby. He floated easily up, never touching the stairs, following Lily who opened the door quietly. He flew slowly into the dark room, and put the broom in a corner. They padded quietly to where Lily's four-poster was located, James' hand loosely grasping Lily's.

She wasn't sure why, but her heart was beating so fast, she was quite afraid for her life. They parted the curtains, placing silencing and protection charms around the bed as they got in. It was now, almost as if they were in a different room. She looked at him and he looked nervous.

He was. James fidgeted with the bedspread, which he kneeled on as he faced Lily. She was studying his expression so he tried in vain to mask his excitement, bittersweet or not, he was still thrilled to be here with her.

"James…are you sure, this will be just one night?" she asked. She was asking, making sure he wouldn't be attached. He was being treated like the delicate one. Maybe he was, she could easily tread on his heart after this.

"You know why I came. I won't ask for more," he whispered to her and she nodded as he approached, one hand tangled in her hair, the other on the small of her back.

He kissed her more passionately than the first and Lily felt as though her heart had stopped. His mouth was soft but firm on hers, their lips moving gently, their tongues dancing excitedly. His pushed her down slowly so that he was on top of her, and deepened the kiss even further. She trembled as his fingers left her hair and tickled slowly down the side of her face, lightly over her collarbone, down her arm and stopping at her stomach. It rested there for a moment as he bit playfully at her lip, making her giggle. The hand then disappeared up her shirt and began to rub comforting circles up her torse, to her breasts, enclosed for only a moment before his other hand had slid behind her and unhooked her bra. As he ran his hands over them, she bit her own lip feeling her toes curl as he kissed her neck and collarbone. Before long, one hand had disappeared into her shorts and she was beginning to squirm with excitement. He was flushed and his hair was impossibly rumpled as he grinned lopsidedly at her and kissed her again before his head disappeared, kissing and making his way down her body and before long, she began to moan in ecstasy. Even as she grabbed the sheets around her and muffled her squeals into her pillow, she thought of how Richard had never done this and how wonderful it felt to have someone care about pleasing her like this before himself. She tumbled into orgasm in only a few minutes and James emerged, grinning like a fool and running the back of his hand over his mouth.

"Don't laugh!" Lily complained as he bent back down to kiss her. She accepted the kiss gladly but pouted when he parted with her.

"I'm not laughing, I'm just really, really happy," he said honestly, his grin wider than ever. Blushing she shoved him a little and laughed too. He settled back on top of her and they began to kiss again until Lily couldn't take it anymore. Her hand slid down his smooth, defined body and down to his own shorts, which she tugged down, taking his boxers with them. She blushed a little but he laughed again and wiggled them off his legs before removing his shirt. She took a moment to stare. His body was as defined as Richard's but it wasn't overly muscular and he wasn't ghostly pale. He had a light tan and his chest seemed to glisten before her. She reached out, running her hands over his body, pulling herself up. He pulled her into another desperate kiss, now removing her own top and pulling her body tightly into his arms, as if he'd never let go. After a moment, Lily was back on her back and James was on top of her. He paused only for a moment, to look deeply into her eyes.

"You're beautiful." He whispered the cliché but it was as if she had never heard it before. It felt new, exciting and real. For the first time she believed it. His eyes locked with hers, asking permission and she closed her eyes in acceptance. He pushed slowly inside, waiting for her to become accustomed to him before he moaned softly, kissing her and rocking gently at first. He picked up pace soon and responded to everything she thought, wished, asked. He held her firm with a roughness that excited her but she felt safer than she'd ever felt with anyone. He caressed her cheek, nibbled at her neck, whispered her name repeatedly as they breathed heavily together, moving in time with one another. She had never felt so wonderful or perfect or sexy in her life and it was all for just one night? Her eyes opened in shock at her realization and suddenly she felt it, something which made her moan in ecstasy, grab him, dig her fingernails into his smooth, chiseled back. Kiss him so fiercely, he mumbled in surprise before tensing similarly and squeezing his eyes, as if he could close them harder than he already had.

When they had both reached their points of no return, James collapsed on top of her, hugging her, holding on tight as he breathed raggedly, trying to recover. She breathed just as heavily, her fingers laced in his mass of silky hair and stroked it softly. After a few minutes James rolled off her and lay by her side. Without any communication, Lily immediately shifted so that her head was lying on his chest and he was holding her in his strong arms. James sighed. In that moment, she was his, they were together and she would never leave him.

"That was…" Lily began before her expression changed and she tilted her head to look up into his eyes. He kissed her nose and then her mouth before staring back at her.

"James…we should…I…"

"There's nothing more to say Lily," he said in an encouraging, gentle tone. As if she shouldn't worry if she was about to hurt his feelings. He wanted to enjoy this moment and wanted her to enjoy it too.

"I want nothing else, feeling this way…with you. Even once, was enough," he whispered into her ear, kissing her roughly as he pulled her close before letting go.

She responded by snuggled in closer, not wanting him to leave. She didn't know whether this was recovering from the break-up and James had worked as the perfect rebound, or if she just felt that this was perfect. As she pondered this, he started to stir, gently moving her off of him and getting up to get dressed.

"You're leaving?" she asked in a quiet, mumble.

"Yeah…it was only one night right Lily?" he said, their eyes meeting. She saw he was hurt and didn't want to fall any harder. But he didn't know. He didn't know anything at all. He smiled at her and kissed her softly once more before turning and quietly leaving the dormitory. He left her with a bittersweet taste in her mouth and all she wanted was to have the sweetness back.

Lily lay awake, knowing that even though she would go on to date someone else for a short while, she would go back to James. She needed a real rebound before she could be with him. He was too perfect for her, to be thrust into bad timing and somehow, she knew that he knew that too and all he had to do now, was wait just that little bit longer.

A/N: Please feel free to review, I'd really appreciate it since it's my first M rated fic and I'd like to see how I did with it. Thanks for reading.