This is my first ever Lily/James FF. So please, go easy on me. It's a one-shot thing.

James couldn't sleep at all. He'd had so much on his mind lately. He had just gotten back into the swing of things at Hogwarts, being Head Boy and all. He kept tossing and turning that night, but it wasn't the King-sized bed he was sleeping on. He kept dismissing it as being the fact that it was his last year at Hogwarts and all the stress with NEWT's this year. But in reality, none of that was what was keeping James up tonight. It was a certain green-eyed, red head, Head Girl. I mean, he had worked so hard with Remus over the summer to make himself right for Lily, but she kept pushing him away.

rumble rumble

'Well my stomach says snack time so might as well get up and satisfy my needs. Anything to get my mind off Lily. Merlin, she is the most gorgeous creature I have ever laid eyes on. But, she will never be mine.' James sighed sadly at this thought.

As James headed down the stairs, he realized that down by the dying embers of the fireplace in the Head common room, there lay a figure that made James' insides act like a circus. And no, it wasn't growling at him.

"Lily?" he said breathily, after she emitted a sob.

She mumbled something that sounded vaguely like, 'Merlin, could things only get worse?'

"What do you want, Potter?" she spat angrily.

"Well if you must know, Lily-Flower, I couldn't sleep, I was thinking of yo- stuff," he finished nervously.

"Oh, well, that's just bloody great. Now can you leave me alone? For once?"

"You know I'd jump off a cliff for you, Flower, but when I see a damsel in distress, I just can't just leave her there, I feel the need to come and sweep her off her feet," he said cockily.

"Well, Mr. Knight-In-Shining-Armor, you can jump off that cliff after you take off your armor, if you can fit it over your bloated head, and shove it up your-"

"Lily-Flower, I didn't mean it like that," he gazed at her intently, "I just meant I was here for you, and I care about you, and it just breaks my heart to see you crying. Really."

Lily stared hard up at his hazel orbs and was taken aback at the sincerity that filled his eyes and couldn't take it anymore. She needed to get it out.

"Okay, but what I'm about to tell you is confidential and you can't tell ANYONE! Even Sirius," she said seriously.

"If it means that much to you, Lily-Flower."

She stared at him again. His brows were knit together in concern. She had never seen this side of James Potter. The caring side. Normally, he was a pompous, conceited, git with an ego the size of Europe. But since the beginning of 7th year, she had notice the change in him, although she hated to admit it. He was brave, a leader, and downright handsome with out even trying. Although she didn't want to admit it, she did have feelings for this new and improved James Potter. Not that he would ever want her.

"Lily-Flower? Is everything okay?" James sweet voice interrupted her thoughts.

"Yes, I'm fine. I was just thinking about how to put this." Hah, if he really knew what I was thinking, his head would expand to the size of Asia. "Well, to put it bluntly, everyone hates me, and it's my fault this happened."

"What is? No one could hate you Li-" James interrupted her, when he was in turn, interrupted.

"No, let me finish first." That shut him up.

"Well, it all started when I got my acceptance letter to Hogwarts, and my family found out I was a witch. Immediately, my sister hated me. My parents loved the idea of having a witch in the family. This only fueled my sister's hate even more. Over the years I have grown accustomed to her name-calling and hate, but this summer she started hitting me." With this said, Lily lifted her shirt to show the variety of colors snaking up her back. She continued,"Then one day while Petunia, my sister, was out on a date with Vernon, her god damn fiancee, my parents were attacked by Death Eaters. Petunia wouldn't give me time to explain, she lashed out at me especially hard that night because it was all my fault. Me and my stupid freak friends, and freak world fault, she yelled. I was so battered from that, I barely made it to Alice's house. There, I stayed until the end of the summer. Since then, I've held it in, I haven't even told Alice what happened. I just... " and Lily just started sobbing uncontrollably.

"Shush, Dear Lily-Flower, it's okay, just let it go."

With that, he wrapped his muscular arms around her gently, not wanting to accidentally put pressure on the bruises.

After 15 minutes, James realized that the sobbing had stopped, but when he looked down into his arms to the Lily he was holding, her eyes were shut tight and she was fast asleep.

His last thoughts as he gave into the tiredness of his body were, 'Merlin, I'm holding the beautifulest woman in the world, I can't believe it.'

Lily was having a very pleasant dream. She hadn't felt happy at all since that fateful night. Oh my god, she thought, last night, I told James everything, and then, well, I don't remember.

Her eyes fluttered open then and she found her self in close proximity with a gorgeous body wrapped around hers, and hazel eyes staring deeply back at her.

She immediately jumped up off the couch, much to his dismay.

"Lily-Flower, where are you going?"

"Classes! Oh my god, I've never been late in my life!"

"Lily, relax, it's Saturday morning," he answered soothingly.

"Oh, okay." As if that finalized it, she turned to leave to return to her dormitory.

"Flower, where are you going?"

She turned to look at him with a confused expression. "Well, I'd figured I'd go to my bed and just cry because you probably don't want me anymore because you learned about the real me and don't want to deal with the chase for another trophy girl because I'm not worth it."

James eyes widened. Lily thought his eyes would pop out.

"You really think I think that," he said slowly after, Lily assumed, thinking hard about this statement.

"Well, yeah, who wouldn't?" And she just stalked off.

"But you are worth it," he whispered to himself.

"What was that?" she asked accusingly, her eyes flaring, something he had seen too often in the past when she got mad at him.

"I said, you are worth it," he said evenly.

There it was again, in his eyes. That same look of utter sincerity. Her heart did a somersault.

"You don't mean that," Lily said, looking away.

This really got James.

"Jesus Christ, Lily! I do mean it. You are worth it. You don't even realize how special you are. I-"

"Me? Special? pffft That's rich." She sat down on her bed, a big, silly grin on her face, ready to laugh, but a sad look deep in her eyes.

"You just walk into the room and cause my stomach to flip-flop on me," said James, making his way slowly towards Lily, who was watching him intently, "and your smile just brightens my day." He sat down next to her and reached for her hand. "I love you so much, ever since the day I laid eyes on you, and I think if I didn't have you in my life, I wouldn't have any reason worth living for. You may not see it, but the rest of us do. Your gorgeous grin, it's so sexy, your wild red hair is beautiful even if you don't think so, those eyes, gosh those eyes. And that caring soul, how you stand up for the small, lowly, first years when they are scared and it doesn't matter if they are a muggle-born, pure-blood, or a Slytherin, you'd help them. That's why I love you so much, Lily-Flower, and I can't stand you to be so down on yourself, it tears me up inside, I mean I- I- I-... you're crying? What did I say wrong? I never meant to make you cry," James said, concern clearly written across his face.

"Shush," she said quietly, clearly choked up.

"I never meant to make you cry, Flower, I love you too much. So whatever I said I'm sorry. I wouldn't be able to stand it if you hated me now, it'd just... just tell me if you hate me," he declared.

Lily, who was staring off into space, taking in all this information with tears of happiness rolling down her face, now turned to look at James, he looked as if she had ripped out his heart and stomped on it a million times.

"Well, do you hate me, Lily?" His eyes were big like a puppy's and pleading her to say no.

"James, no one has ever talked to me like that before."

His eyes showed defeat. "Okay, I get it, you hate me. I'll do my best to get over you but, Lily, please find room in that kind heart of yours to forgive me, if not now, sometime in the future."

"Okay," Lily said with a grin on her face. James turned to leave like a hurt puppy. "Oh, and James?"

"What, Flower?"

"Before you leave, I need to tell you something."

"What?" James said, starting to get irritated.

Lily walked over, a coy look on her face.

She leaned towards his ear and whispered.

"I love you too, James Potter."

She pulled back, her cheeks starting to burn. But before she could say another word, James wrapped his arms around her, lowered her over his knee, like in a movie, and kissed her.

The rest is just history.

Well review and tell me how much you lurrrrrrrve it and lurrrrrrrrve me! haha but I'd love to hear what ya'll thought!

ME