A/N: Hey all, just wanted to make a short songfic with this song. The song is "You're Beautiful" by James Blunt. This is pretty much a Lily/Sirius fic. I have always thought that these to had a bigger history than let on, so hope you enjoy it. Please R/R…

Disclaimer: Of course, I own nothing this is all J.K.R. and some James Blunt

My life is brilliant.
My love is pure.
I saw an angel.

"Sirius," she asked as she walked into my compartment, "How was your Christmas?"

I looked away from the window to see the redhead that had haunted my dreams for the past few years. As I looked into her stunning green eyes, she smiled at me. The smile that could melt my heart in a moment.

Of that I'm sure.
She smiled at me on the subway.
She was with another man.

"Okay Bertie Bott's or a chocolate frog ?" James said as he stumbled in after Lily. He glanced up at us as we considered our options.

"Neither," she said as she wrinkled her nose.

"Padfoot, what about you?" he asked again. I pondered this for a second, but was tossed the box of beans before I could reply. I scowled at James and he replied with a smirk and a simple, "Too late." He sat back in the seat and put his arm around Lily's shoulders. She smiled at him and he kissed her lightly on the lips.

But I won't lose no sleep on that,
'Cause I've got a plan.

The pain of seeing the two of them together was unbearable. He loved her, I knew that, but did he love her as much as I did? It was hard to imagine anyone loving her as much as I. My feelings toward Lily had always been there, in a way.

You're beautiful. You're beautiful.
You're beautiful, it's true.

I tried to look away, but she was just too breathtaking. Her hair looked radiant, her beautiful locks were perfect even in this weather. Her cheeks were slightly rosy in the cold and the soft blush on her gentle skin made her look like an angel. She turned from James and caught my eye. Her bright emerald eyes glittered with happiness and childish mischief.

"What?" she asked with a grin.

"Huh? Sorry, I was just…" I let my sentence trail off as I quickly grabbed the day's Daily Prophet and looked away.

I saw you face in a crowded place,
And I don't know what to do,
'Cause I'll never be with you.

A few painful weeks later, after having to endure Lily and James flaunting their relationship everywhere, and I honestly say everywhere, I saw Lily sitting down at the Gryffindor table in the Great Hall.

"What are you doing up so early?" I asked her as I took a seat next to her.

"I get up at this hour every morning," she replied, "It's the only time I have to myself."

I raised an eyebrow, "Trouble in paradise?" I asked.

"No," she said simply and we sat in silence for a few minutes.

I still could not get over the fact that she rose this early ever morning. "So do you really you wake at dawn every morning?" I asked.

"Yes, it's really nice to just enjoy the morning in peace." She said with a smile and looked up at the enchanted ceiling. Spring had come a few days ago and the sun rose in a mixture of pink and orange.

"So, why are you up this early Mr. Black?" she asked with that playful look in her eye.

"I could not sleep Miss Evans," I replied. What Lily would never know was that she was the reason.

Yeah, she caught my eye,
As we walked on by.

From then on, we had breakfast together every morning, just before dawn. She liked to call it our little secret.

She could see from my face that I was,
Fucking high,
And I don't think that I'll see her again,
But we shared a moment that will last till the end.

More time passed, and I couldn't stand it. James and Lily. Lily and James. It was never one or the other anymore, they were an item, it was all or nothing.

On the morning before we left Hogwarts, our final day and our final breakfast at dawn. I came into the Great Hall and saw Lily, she looked as beautiful as she always had.

"Shit," I cursed as stubbed my toe when I attempted to stagger into the seat next to her. She glanced up at me and studied my face.

"You're drunk," she replied in a matter of fact tone. Concern and worry etched her pretty face as she looked at me.

"No, just hung-over." I smirked as I stared back at her. She frowned and before I could control myself I placed my hand on her cheek. She didn't push my hand away, she just kept looking at me. I couldn't help it she just looked so damn gorgeous and I leaned in to kiss her. My lips were centimeters away from hers, but she quickly turned away.

"Don't," she whispered softly.

I was heartbroken. Just like that my soul and spirit were shattered. I looked back at her and her eyes were filled with tears. I looked away, just as her tears began to fall. As much as I was hurting, it killed me even more to see her in pain.

You're beautiful. You're beautiful.
You're beautiful, it's true.
I saw you face in a crowded place,
And I don't know what to do,
'Cause I'll never be with you.

I got up to leave, but she placed her hand in mine. Her tears were still falling and she looked so innocent and just so beautiful, that I pulled her in to an embrace. To my surprise she didn't pull back, but hugged me too. We stood there for what felt like hours, days even. Eventually, I pulled away knowing that no matter how much it hurt me, we could never be.

You're beautiful. You're beautiful.
You're beautiful, it's true.

"I love you," I cursed myself for letting the words slip. I was so entranced by this moment that it took me a while to realize I wasn't the one who had said it. It was Lily.

"I love you," I whispered back and paused for a moment before taking a deep breath and continuing with, "but so does he." As if on cue seconds later James walked into the Hall.

There must be an angel with a smile on her face,
When she thought up that I should be with you.

"Lily, there you are!" James gasped, he was out of breath. Lily quickly wiped her eyes and went to James. He picked her up in his arms and spun her around. She laughed slightly. Once he set her down, he quickly dropped down on one knee and said. "Lily Evans, love of my life, will you please make me the happiest man in the world and marry me?"

Lily was quiet for a second, before she smiled, her beautiful smile and said, "Yes." James lifted her into the air and kissed her passionately on the lips. He was beaming.

He was my best mate and even though it wasn't me, it made me happy to see the two people I loved most in the world happy. Well, maybe I wasn't happy but I was as happy as I could be in these circumstances.

"Padfoot! She said yes, can you believe it?" He came and enfolded me in a brotherly hug. "I have to go announce it to the world." Then he quickly left the hall and ran through the corridors announcing his engagement.

Lily was staring at the floor. "Are you going to be able to keep up with him?" I joked trying to lighten the mood. She laughed and looked up at me and smiled.

She came up to me and kissed me in the corner of the mouth. "I'm sorry," she whispered, "but I love him too."

I looked into her eyes one last time and said, "We just weren't meant to be."

But it's time to face the truth,
I will never be with you.

A/N: Hope you enjoyed it, it was fun to write. I always thought that Lily and Sirius had a bit of history together. Reviews are welcomed and appreciated.