A/N: Everyone loves a little James/Lily fluff. Please review!

All Hallows' Eve. A perfectly normal, unpretentious holiday if there ever was one. Most people don't have a particular opinion on it one way or the other – it's hard to protest against dressing in costumes and bobbing for apples. But then again I am not most people. And I happen to harbor a deep and utter loathing for Halloween for one simple reason. James Potter.

Autumn is my favorite season, especially at Hogwarts. The trees seem to catch on fire, and there's a bright feeling of change in the air. I used to look forward to Halloween as well. Having been raised as a muggle, I found it particularly ironic that I'd spend several Halloweens leading up to my time at Hogwarts dressed in a witch costume going door to door for candy. But after my first few years at school, it became clear that Halloween would indeed be a night of dread for me. A night spent dashing through corridors and hiding in empty classrooms, or trying desperately to lose myself in large groups of people. Because at midnight on Halloween, James Potter always tries to kiss me.

I honestly don't know why he started this stupid tradition. I understand that his inflated ego requires him to chase me until he catches me – which unfortunately for him, will never happen – but why he decided on Halloween of all days, I'll never understand. He told me once it was because there was a special air about the holiday. Magic was supposed to be stronger, and anything could happen.

Anything, of course, except me kissing him.

So now here it is. Halloween, sixth year. After I survive tonight, there will be only one more Halloween spent dodging Potter. I couldn't be happier.

Professor Slughorn lets us out of Potions early to enjoy the day. It's beautiful outside, a clear blue sky contrasting with the red and orange of the leaves. I make up my mind to spend some time down at the lake catching up on Arithmancy homework. There won't be time to get any of it done later – after the Halloween feast there's always a costume party in the Gryffindor common room, and I don't intend to miss it. As long as I disappear sometime before midnight, I won't have to worry about-

"Lily!"

Damn it.

"Lily! Hey, wait up!" I turn to see James Potter jogging toward me, his hair becoming even more of a mess as the wind picks up. I consider ignoring him and continuing on my way, but he knows I've seen him. I wait impatiently for him to catch up with me.

"What is it, Potter?" I ask when he gets closer.

"Where are you off to?"

"The lake. Not that it's any of your business, but I need to catch up on my homework."

James rolls his eyes. "Come on, Lils, homework? It's Halloween. You should come back up to the castle and help me and the marauders decorate the common room."

I snort at the possibility. "I'm sorry, am I to believe that you all are actually trying to decorate? Potter, it'll be a disaster."

"We've got Remus helping," James says, looking slightly hurt. I have to laugh a little bit. I wouldn't trust James, Sirius and Peter to put a light in a jack-o-lantern, much less decorate the entire common room in a way that wouldn't be insulting to the eyes. But if Remus is helping, they've got a chance.

I can see a small flash of jealousy in James eyes when I laugh. He won't ever say it, but I know he's jealous of the friendship Remus has with me. We're close, and even though Remus spends half of his time convincing me that I should go out with James, I know it still makes James' blood boil when we spend late nights studying in the library together. If I'm honest with myself, perhaps I enjoy that jealousy a little bit. Even if I shouldn't.

"Wish I could," I reply, hoping he catches the sarcasm in my voice,"But I've got to finish this work. I'll see you later."

Turning, I continue my way down to the lake.

"I can't wait for you to see what I'm going to be tonight!" James calls after me. "You'll love it, Lily."

"I highly doubt that," I mutter to myself.

lllllllll

"Are you ready for another night of cat and mouse?" my friend Alice slides into a seat next to me in the great hall, giving a pointed look in the direction of James and his friends.

"Oh come on, Alice, not you too!"

"You've got to admit it's at least a little bit romantic, Lily," Alice says, helping herself to the Halloween feast, "I mean, I wouldn't mind it if Frank chased me around trying to kiss me …."

"Yes, but Frank is your boyfriend. You actually like him."

Alice shrugs, "If you gave him a chance, maybe you could like James too."

I scoff at the idea. "Perhaps if he had matured past the age of twelve and didn't publicly proclaim his love for me every damn day."

"Maybe that's the only way he knows to show he cares."

"Let's just drop it, ok?" I asked, putting a spoonful of mashed potatoes on my plate, "What are you going to be for the costume party tonight?"

Alice starts chattering on about her costume, but to be honest I've already tuned her out. I've been told more than once that public displays of affection are simply the only way James can think of to tell me how he feels about me, but I just don't buy it. If he really cared for me, he wouldn't feel the need to tell the world – to turn it into a game and make me the prize. I glance down the table at him. I try to stay angry with him. Every time he pulls a new stunt I swear I'll never give him the time of day again, and yet … I never really mean it. I used to, when we were younger. I truly wouldn't talk to him for months. But it was harder as we got older, because it seemed that not talking to him actually hurt his feelings. And I hate hurting people, no matter who they are or what they've done to me. All James had ever done was declare his undying love … I suppose it could be worse.

James catches me staring at him and gives me a wink. I turn away quickly. The last thing I need is for him to think that I might be warming to the kiss idea. I'm not. I don't care if half of the girls in this school would kill to kiss James Potter. I don't care if he's handsome, or somehow charming even when he's driving me mad. I don't …

"Er, Lily?" Alice's voice pulls me back to reality.

"Hm? What?"

"You've had those potatoes on your spoon for five minutes. Are you going to eat them or just hold them?"

I can feel my face flushing, and I quickly take a bite. I really can't afford to get distracted like this on Halloween.

Alice and I finish dinner and make our way toward the Gryffindor common room, chatting about the party. When we give the fat lady the password and step inside, I have to admit I'm impressed.

Lit jack-o-laterns float around the room, suspended in thin air. Fake bats that move like real ones flutter near the ceiling, along with Autumn leaves that give the illusion of falling without ever touching the ground. An impressive array of Honeydukes sweets fills the tables, along with pitchers of butterbeer, and a large barrel sits in the middle of the room filled with water and apples. I can't help but smile. Remus has outdone himself.

"Come on!" Alice squeals, grabbing my hand and heading for our room, "Let's go get ready!"

I have to admit that her excitement is contagious, and I begin to feel festive about the night. It'll be easy enough to stay away from James Potter, I tell myself, there's nothing to worry about.

I decide to ignore the voice in my head whispering that perhaps the reason I'm not worried is because running into James wouldn't be so bad after all.

llllllllll

An hour later, the party is in full swing when Alice and I descend the stairs. She decided to dress as a cat, and she enchanted her fake ears and tail to move and swish on their own. I must admit it's a nice effect. I subconsciously smooth my ornate dress. I've always been something of a history buff, and a few weeks ago I decided that I would dress up as Elizabeth I for the party. With my red hair, it seemed only natural. Admittedly I'm used to wearing a dress as ornate as the dark blue satin one now folded around me, but I feel elegant, my hair twisted up and a crown on my head. The dress is truly beautiful, with long sleeves and a silver and blue brocade down the front. I can't help the feeling of anticipation the mounts in my stomach as we survey the scene before us. I might dread Halloween, but it's hard not to get excited about a party like this. Especially when I feel so wonderful.

Without realizing that I'm looking for him, my eyes settle on James. As soon as I see him, I'm not surprised to find that every other girl in the room is looking at him too. He's wearing nothing but a tuxedo and a black mask on the top part of his face. I have no idea who he's supposed to be, but he looks …

"Wow," Alice says quietly, find James in the crowd, "Sometimes, Lily, I think you must be out of your bloody mind not to want him."

She leaves me speechless on the steps.

James finally sees me, and makes his way through the crowd. I can't for the life of me understand why it's suddenly hard to breath, but I blame it on my dress.

"You look beautiful, Lily," he remarks, and offers a hand to help me down the last few steps. I take it, and for a moment I feel as though I'm in some sort of fairytale.

"Would you like something to drink?" James asks, motioning to the butterbeer on the table.

"I … erm … yes. Yeah, that would be great."

He smiles and goes to get me a glass. I mentally slap myself.

Since when does James Potter make me stutter? I must be losing it. This dress is too tight, that's the problem. Somehow there isn't enough oxygen circulating in my body.

It's a feeble excuse, but I cling to it.

James returns with a glass of butterbeer and I take it with a smile. We walk over to the area in front of the fireplace, where Sirius is making a complete fool of himself trying to bob for apples. He still looks handsome in the process, of course, dressed as one of the three musketeers, and I notice a number of girls eyeing him up. I can't help but laugh – leave it to Sirius to make even bobbing for apples attractive.

I look around and notice that Remus and Peter are dressed as the other two musketeers. It occurs to me that I still haven't asked James who he is supposed to be, but when I turn around he's gone. Looking around, I see him chatting with Anissa Lawson, a fifth year. I hate to admit it, but I feel a certain jealousy in the pit of my stomach. Telling myself I'm being ridiculous, I go find Frank and Alice.

llllllllll

James drifts through the crowd all night, always seeming to be in demand. I find myself wishing, all night, that he would come back and talk to me again, although I don't know why. There's just something different about him tonight. He isn't nagging me or making immature jokes or hounding me at every turn. It couldn't be that I miss that …. Could it? Not the immaturity, but the way he's always around me, telling me how wonderful I am and making over exxagerated claims about his undying love for me.

It's getting close to midnight, and I find myself getting antsy. Shouldn't he be trying to kiss me soon? Aside from a few glances in my direction and a little bit of conversation, he hasn't been near me all night.

"Lily, are you all right? You look … bothered," Frank is eying me up curiously.

"I'm fine," I reply, "Its just … well … have you noticed that James hasn't really been around me all night?"

Alice shrugged, "You did want him to leave you alone, didn't you?"

"Well I guess, but I –"

"So it seems to me that he's finally listening to you."

I give a frustrated groan, and Alice and Frank share a look.

"Unless …." Alice begins, leaning closer and lowering her voice, "That isn't really what you wanted after all."

I open my mouth to tell her that she's crazy, but no words come out. Because she's right. I look at the man across the room from me and realize suddenly that I would hate it if he stopped bothering me. I would hate it if he stopped trying to win me over, even if he goes about it all wrong. Maybe, I realize, I want to be won over. Maybe I feel something for him that I've never let myself consider. Maybe …

"Getting close to midnight," Frank remarks, dragging me from my thoughts. I look at him, and he widens his eyes, staring back at me. "There might be something you want to do, Lily."

"I hate it when you two are right," I say. Turning away from them, I lift up my skirts and march over to James.

"You," I say, and before he can reply I grab him by his jacket and pull him through the portrait hole.

Once out in the hallway, I let go.

"Lily," he says, "what the bloody hell has gotten into you?"

"Me?" I practically screech, "What's gotten into you? Aside from the very start of the party, you've barely said a word to me all night. You're not bothering me, you're not harassing me, you're just …. You're being all …"

"Mature?" he suggests.

I give a frustrated groan and walk further down the corridor, uncertain if I'm relieved or annoyed when he follows me.

"You haven't figured out what I am then, have you?" he asks, walking quickly to keep up.

I turn to face him, "Pardon?"

"I told you that you'd love what I was going to be for Halloween."

I look him up and down, moonlight streaming in through the windows in the hall, "You're a man in a tuxedo and a mask," I reply, "I'll admit you look handsome, but … I don't get it."

James gives me a smile that, for some reason, makes my stomach jump.

"Look," he says, taking my hand in his, "This might sound cheesy, but … I'm the man you want me to be."

"Excuse me?"

"I know why you won't go out with me, Lily. It's because I'm immature and I embarrass you, and you don't think I'm serious when I tell you how I feel, and I never leave you alone. So ….." he shrugged, "I wanted to show you who I could be. I am mature, Lily, even if I don't always act like it. And I don't have to be the guy who follows you around everywhere, and I don't need a crowd to tell you how I feel about you, even if it seems that way."

He takes a deep breath and looks me in the eyes. "I love you, Lily. No jokes, no elaborate set-ups, no crowds of people around. I love you."

I can feel my heart skip a beat in my chest. I can feel the honesty of the man standing in front of me. And suddenly, I want nothing more than to kiss him. Because I might love him too, and I can't seem to find the words to say so.

The clock strikes midnight when I pull him into me and press my lips to his. I can feel his arms tighten around me, and I smile against his mouth.

"Looks like you finally got that midnight kiss," I murmur.

"I always knew I would."

A/N: Who knew Halloween could be so romantic? Please review!