This is a two-shot, first one done in Lily's perspective and the second one in James'. The second chapter will probably be the T-rated portion. Constructive criticism is welcomed. Review?

I don't anything. But thank you JK Rowling, for creating all of this and allowing us to exploit it in our own ways. While giving you cred, of course.

He's a pretty boy. He's always been a pretty boy. He's spoiled, he has faithful friends, he's popular on a Godly level, he's charming and funny and he's fantastic at Quidditch. He's never failed at anything.

Girls giggled whenever he happened to look at them for longer than 2.3 seconds. The lucky ones who ended up dating him, however short a period that may be, ended up hysterical in the Hospital Wing claiming that honestly, James Potter had been manipulated by someone into dumping them.

Oddly enough, even though he's gone through multiple girls, possibly women as I wouldn't really put it past him, he's been impassive towards them. Sure, they entertained him for a week.

In more than one way, I've heard from secret yet reliable sources.

But after a week or so, depending on how completely attached the girl is to James, he'd let them loose. Easily. As if they meant nothing to him, which he is quickly adamant about.

They had meant something, but not that something.

I hear footsteps behind me, which is weird because it's nearly midnight on a Wednesday, the middle of the week and only lunatics and seventeen year olds by the name of Lily Evans would be walking around aimlessly.

"Hey, Lily? Lily? LILY!"

I whirl around to find the object of my troubles, my mindless thoughts, striding down the hallway towards me. He's in a simple white t-shirt and red and blue striped boxers. It's January 14th and he's sleeping in boxers and I'm wrapped up twice round with a heavy blanket to add to my flannel pajama pants and long sleeve shirt.

We're total opposites. Completely different sides of the spectrum.

I like to get up early weekday mornings, go for a run, come back and finish up any homework I fell asleep doing the previous night, shower, get ready and get down to the Great Hall with forty minutes still to spare.

I sit in the front and if the professor needs a volunteer, my hand is the first in the air. I tend to enjoy Quidditch games only because I like to see Gryffindor win and we tend to do it a lot.

That's really all there is to me. I'm pretty simple. Plain, even.

James likes to sleep in to the point where his friend Remus Lupin has to run back up from the Great Hall to fetch him, bringing along some food so James doesn't have to take the extra journey. He makes it to class on time mostly, unless there was a celebratory Quidditch party the previous night and then you won't see him until after lunch.

On rare occasions he'll come to class looking completely disheveled which means he didn't have time to shower. But somehow, someway, he still manages to get fantastic marks. He's beating me in Transfiguration which frustrates me to no end because he doesn't even take the freakin' notes down and yet can transfigure a rabbit into a engagement ring with his eyes closed.

He sits in the back with Remus and his other friends, Sirius Black and Peter Pettigrew, the former being probably the most annoying boy I know. The only one of the four to pay attention is Remus.

And Quidditch, boy does he love that sport. It's his little baby, his broom. He practices and he practices and he practices and I'm quite positive he'll die one day from absolute exhaustion. I wish he'd put as much effort into his Head Boy duties as he does in his Quidditch Captain duties.

"Earth to Lily, do you plan on coming back to reality anytime soon?"

I break out of my stupor to find James standing in front of me, arms folded over his chest and eyebrows raised high. He's got this surveying expression on his face, mixed with something I suspect is concern?

"Sorry." Have to make this quick, I have more thinking to do and only have six hours to do it in. "What do you want?"

James sputters incoherently at me. "Do you even know what TIME it is?"

He wants to know the time? I thought he had a watch. "Well, it's 12:03. Do you have somewhere specific to be? Perhaps a late night Head's meeting?" I ask him, my voice dripping with sarcasm.

"You're still pissed about that?" James scratches the back of his neck bashfully. "I said I was sorry.. it was just Quidditch, you know how we won semis and we need - "

"Spare me," I drone, adjusting my blanket tighter around my shoulders which nearly cuts off circulation in my neck. Honest to goodness, it is FREEZING in this castle. "I don't want to hear it. Just remember you're Head Boy and there are more things than Quidditch, okay?"

I turn away and start down the hallway, my destination unknown as of this moment. But James doesn't give up and is suddenly beside me. Doesn't he have some girl to be sexing up?

"What are you doing?"

"Well, you look lonely. And in need of a friend."

Oh, we're friends? He considers us friends? This is a good thing, my heart tells me. My brain wants to whack it silly.

I glance at him out of the corner of my eye. "I look lonely? What?"

"Yeah." He shrugs, swinging his arms childishly at his side as he walks. I'm tempted to grab both of them and stop him. "What are you even doing out of bed at this hour? We have classes tomorrow."

"Oh?" I laugh. "Since when did you pay attention to the fact that we have classes in the morning?"

A truly dirty look is sent my way and I snicker again. We continue to walk together but I don't know why I haven't told him to bugger off yet.

It's fairly universal knowledge that despite the girls he's charmed into dates, James has had a, let's say, thing for me. The reason is foggy and he refuses to say why. I think I know though. Like I've mentioned, he's never really failed at anything specifically. But he's failing at getting me into his arms because I've forever seen him as an annoying, arrogant son of a bitch who only thinks about himself and is only interested in girls, food, Quidditch and pranking Syltherins.

Why, you ask, am I stuck thinking about him? Because as much as I truly hate to admit it, he's changed. You didn't hear it from me.

"You know," James begins, a little awkwardly which is terribly uncharacteristic of him. "I know there are more things than Quidditch."

I hadn't been aware he had actually listened to me. "I wasn't being entirely serious, James." I arch an eyebrow, glancing at him weirdly.

He's staring ahead through the glasses perched on his nose. Four Eyes Flirt, I remember calling him in fourth year, a nickname I used around my friends when referring to him.

"It doesn't matter if you were being witty," James replies, still looking ahead. "But I know you think it."

"How do you know what I think?"

"Because I know you more than you know."

"Creep," I mutter, which makes him smile a little but still not in my direction. "Forget I ever said it, clearly Head duties is not your favorite thing to do."

He shrugs offhandedly as we near a corner and turn together. "Maybe not, but I'll still participate. And I'm sorry sometimes it seems I dump my duties on you.. I don't mean to. I didn't exactly ask for this."

"I know." He's remarkably apologetic and serene tonight. I'm uncomfortable with this new James. "Why.. why don't you go back?"

"Because."

Unexpectedly, he grabs my hand and tugs me towards a nearby wall. I barely squeak out in protest when suddenly he's pulled me through the wall. We come out in a familiar hallway, one I know leads right to the kitchens.

"Hungry?" I manage to ask, trying to get myself not to have a cardiac arrest.

"A little, you?" James smiles at me and releases my hand, walking casually off towards the portrait. I glance behind myself at the wall we just came stumbling through before I dash after him.

In mere minutes, I find myself devouring a slice of moist chocolate cake that I swear is an actual chunk of heaven. James has a bowl with a ridiculous amount of strawberry ice cream in it. We're both perched on stools in the middle of the kitchen, elbows resting on the island. Every so often I glance at him, watching him pause while eating and glance around at the house elves.

He only likes me because it's taking him more energy than ever before to try and win me over. Any other girl and I'd probably already be in his bed.

I wish he didn't like me. I wish I didn't like him. I'm so hopeless.

"So." I lamely try to instigate conversation. "How was the practice anyways? I'd at least like to know it went good so I don't feel so bad about being ditched." I try to smile at him but he's gazing away from me, once again.

After another moment of silence, James sighs and looks across the island at me finally.

"What turns you off about me?"

Well. I wasn't expecting that. My fork stops midair and I close my mouth, raising my eyes to his.

"I mean, I get that I was one arrogant... well, one arrogant guy. But now, nowadays, what turns you off about me? Because I can't DO this anymore." He puts his spoon down, looking steadily across at me. "Just tell me."

"I, uh.." I trail off, at an odd loss for words as I stare back.

James runs a hand through his chaotic ebony black hair. "You get that all those girls before haven't meant a thing, right?" He asks me, and I frown.

"Well, they meant something. But like I've said before, Lily, they haven't meant that something. They haven't been that something. That somebody. Why don't you just put me out of my goddamn misery and tell me what's so bad about me?"

"What's so good about me?" I find myself shooting back, my face involuntarily heating up while James blinks in surprise at my comeback.

"Because," he begins slowly, "you're so different. You stand up for people, no matter who they are or what they've done to you. You're way more interested in your future than what color you should paint your toenails. You care about your friends and you've always got their backs. You understand people. You're kind and generous and you never cease to amaze your peers or your professors or me."

I can feel my eyes widening and I know James has noticed, but he carries on.

"Not to mention you're beautiful," he lowers his voice, "and you've got the most expressive eyes I've ever seen. They're so bright when you're happy or excited and when you're pissed off, it's like there's this little fire burning right behind your eyes that reflects out on the world. You're feisty in general, you don't take no for an answer and if you see something wrong, you don't stand with the crowd and watch it."

His voice trails off in the kitchen. I don't think I can breathe or function or move a single molecule. Why on earth did he have to go and do that?

We're quiet for some time, staring at each other. I'm quiet for too long because James suddenly lets out a laugh, one that holds disbelief.

No. No, no no no.

"I guess I have my answer." He pushes his bowl of ice cream away from him and it's instantly swept off the counter by a house elf. James hops off the stool, glancing back at me.

I have to do something, I can't just let him walk away after something like that. I need to get up. Let go of the fork, Lily. Get to your feet. Run to him. He's walking away, his back is to you, shout his name!

He's right there, Lily! The boy who has forever had a crush on you is walking away from you, the girl who suddenly has a similiar crush on him. Move! Get up! Open your mouth!

But for some reason I let him walk right out the portrait, out of my sight. I don't know why. I thought I was ready for this. I thought I was ready to spill my soul, spill my entire heart out to him.

I thought I was ready.