The common room in Gryffindor Tower was unusually quiet for 3 o' clock on a Saturday afternoon, the reason being that it was M

Disclaimer – I own only Phillipa Jones, Lucy Watson, Kevin Sharpe and Prof. Kendall. The rest belong to J K Rowling. Don't sue me, I'm skint.

A/N - The story is set in James and Lily's fifth year.

The common room in Gryffindor Tower was unusually quiet for 3 o' clock on a Saturday afternoon, the reason being that it was May and most of the students were busy studying for their forthcoming exams. Of them, it could be said that the Fifth and Seventh years were working the most diligently, as the Fifth years were taking their O.W.L.'s and the Seventh years were taking their N.E.W.T's. Three such Fifth years were Lily Johnston and her two friends Phillipa Jones and Lucy Watson. The trio had pulled their chairs together near the door and were working in near silence. Lily was revising Charms and Lucy and Phillipa were both studying Potions, a class that there were both abysmally bad at.

The silence was broken when the door was flung open and Sirius Black charged in. Tall, with dark hair and dark eyes, 16 year old Sirius never did anything quietly. Walking past the three girls he winked at Lily, ruffled Lucy's hair and grabbed the notes Phillipa was reading from.

'What's this?' he asked, holding the paper out of reach of Phillipa's hands. 'How to make a Shrinking Solution.' He read out loud and started laughing. 'Honestly Flip, we learnt that potion in the Second year, can you still not do it?' Phillipa succeeded in grabbing her notes back and scowled at Sirius.

'It's all very well for you Sirius, being such a clever clogs, but we've got important exams in a couple of weeks and some of us do have to work to get good marks. And don't call me Flip!' Sirius laughed again and sauntered across the room to join his two friends, James Potter and Remus Lupin. He only called her Flip because it annoyed her so much - on her first day at Hogwarts, she had introduced herself as Flipper Jones and the nickname had lasted for five years, but it had been shortened to Flip.

Lily and Lucy grinned sympathetically at Phillipa as she sighed and sat back down, trying to ignore the interruption to her work. But she wasn't the only Gryffindor Fifth year to be interrupted by Sirius' arrival. Across the room, James Potter had spent the last half hour staring over at Lily. Oh, nobody knew of course. To all intent and purposes James had his nose buried in his Transfiguration notes but his head was angled so he could look at Lily out of the corner of his eye. James had had a very pleasant time watching as Lily had absentmindedly twirled a lock of her curly hair round her finger as she studied. The sun beaming through the windows was making her dark red hair shiny, and James would occasionally glimpse her bright green eyes as she looked up to make the odd comment to her friends.

James looked at Sirius in disgust as he walked toward him and Remus. Now he would have to stop looking at Lily. He didn't dare look whilst Sirius was around, as he knew how quick and clever his friend was and he didn't want Sirius finding out that he liked Lily. Sirius would have a field day if he found out!

'Working hard?' asked Sirius as he slumped into the chair next to James.

'Er, yes, just reading through my Transfiguration notes.' James mumbled, blushing slightly because he realised he hadn't looked at them once. Sirius looked at him keenly. Roughly translated, he thought, that means he's been staring at Lily Johnston for the past hour. Honestly, James must think he, Sirius, was a right idiot not to have guessed that he liked Lily.

'Do you want me to test you?' Sirius asked wickedly, knowing full well James hadn't read his notes.

'Oh, er no thanks, Sirius. Actually,' he said, glancing at his watch 'I promised Kevin Sharpe that I would meet him at the Quidditch pitch in 10 minutes. Got to put a bit of practice in if we're to beat the Slytherins next week.' James was the Gryffindor Seeker, and also the team captain. 'Actually, Sirius, I think you should come to practice, too. You are one of the Beaters. And maybe you could use some of the famous Black charm on Flip and get her to come too!' Phillipa was one of the Chasers on the team, and she was an excellent player and a natural on a broomstick. Sirius grinned lazily. 'Yeah, I'll come, and I'll bring Flip but I need a quick word with Remus first so I'll be along in about 15 minutes. I'll meet you on the pitch.'

'Well, don't be too long,' said James standing up and striding towards the stairs that lead to his dormitory, and allowing himself a quick, last glance at Lily before he climbed the stairs to change into his Quidditch robes.

As soon as James had left the common room to meet Kevin, Sirius pulled his chair closer to Remus Lupin's.

'Well,' he asked, in a low conspiratorial voice, 'what happened while I was gone?' Remus lowered his book with a grin. 'Oh, you know, the usual. He pretended to be stuck in his book but he couldn't take his eyes of her. I know, because I was watching him watching her!' Sirius laughed and said 'You know, I wonder why he hasn't told us that he likes her. We are his best friends, after all.'

'Well,' replied Remus, 'he probably knew that you would pull his leg about it!' Sirius managed to look injured at this suggestion, then he grinned and said 'Yeah, probably! But,' he considered 'I've been watching young Lily lately, and I think she likes James as much as he likes her. And I propose we try to get the two of them together.'

'Are you sure she likes him, though?' asked Remus.

'Oh definitely,' replied Sirius. 'I mean, she's matey with all of us but I've noticed that she seems suddenly shyer when she talks to James. And I've noticed that she even smiles at him differently. She grins when she talks to us, but it's like a secret, half smile when she talks to James! I guarantee that she's as batty over him as he his over her!' Remus considered this silently. Finally he spoke.

'Well, we could try, I suppose. Have you any ideas?

'Oh yes,' said Sirius, an evil grin slowly spreading over his face, 'but only after I've had a little bit fun first....'

Three days later, and breakfast time in the Great Hall was a babel of noise. Lily was playing with her porridge with a dreamy expression on her face. James and Sirius had their heads close together discussing the forthcoming Quidditch match with Slytherin. Occasionally, one of them would lift their head up to hiss instructions to fourth year Kevin Sharpe. He was new on the team this year and was nervous about playing against Slytherin, who had the reputation of being the dirtiest team in the school. Lucy and Phillipa were talking about their Potions class, as they usually did on a Tuesday morning, because that was their first lesson after breakfast.

'I hope today's lesson goes a bit better than last week's' said Lucy. 'I thought Professor Kendall was going to cry when my potion blew up and splattered crocodile brains over him!' Phillipa sniggered at the memory of their Potions master standing in the middle of the Potions dungeon, covered in crocodile slime.

'You know,' continued Lucy, 'if only we didn't have so much pride, self respect and functioning brain cells, I believe I know the perfect plan to scrape us through our Potions exam.'

'Oh yeah, what's that then?' asked Phillipa, more than a little curious. Remus Lupin, who was listening in to their conversation, looked at Lucy searchingly. He privately thought divine intervention was the only way they would pass the exam.

'Well,' said Lucy, lowering her voice, 'it's completely out of the question of course, but we could of asked Severus Snape to help us out, you know, give us a bit of coaching, that kind of thing.' Severus Snape was a Slytherin fifth former, whose excellence in Potions was only exceeded by his immense dislike of Gryffindors, especially James, Sirius, Remus and their friend Peter Pettigrew.

Remus burst out laughing. 'Snivelling Severus! You would have to be desperate to ask him for help.' James and Sirius, who had by this time finished discussing their team tactics, joined their friend in laughter. Phillipa shuddered in disgust.

'Ugh! I'd rather eat my own flesh than ask Snape for help. He is such a creep!'

'Eat your own flesh?' Sirius said, looking excited. 'I could help you with that.'

'In your dreams, pal!' responded Phillipa.

'Oh Flip, if only I could tell you about my dreams, you're in them, you know….' said Sirius, leering over the table at her.

'Get lost, moron.' replied Phillipa good naturedly, bantering with him as only she knew how.

Lily, meanwhile was not listening to this exchange of words. Oh no, she was far too engrossed in her current favourite daydream, the one where James Potter dropped to his knees and promised to cherish her for all eternity (fanciful stuff, certainly, but that's daydreams for you!). Lily couldn't remember the point when she'd started to look on James as more than a friend. She wished she could stop herself from blushing whenever he spoke to her, wished that the fluttering in her stomach would stop whenever he was near her. It was weird, she knew whenever he was near her without even seeing him – the hairs on her arms would stand up and she felt a strange awareness that she'd never felt before. It took most of her concentration to act and appear normally throughout the day. Really, it would be too awful for words if he found out she liked him. And it would be even worse if Sirius found out!

Lily's daydreams were rudely interrupted by the arrival of the post, and hundreds of owls began swooping towards their owners. A letter dropped down in front of Lily and she picked it up curiously. She wasn't expecting anything as her parents had sent her a lengthy letter only yesterday. Opening it, she found a very brief note inside:

Lily

Please meet me by the Whomping Willow at 6.00 o'clock this evening. Come alone. I promise it will be to your advantage.

Lily studied the note carefully. Strange, she thought, I don't recognise the writing. She looked up and quickly glanced around the table. Who could it be from, she wondered, and in her heart hoped. You know who you want it to be from, said her conscience, James, that's who! As if by magic, James glanced up from reading his own letter and caught her eye. He smiled at Lily, and Lily (in seventh heaven!) smiled back shyly. James went back to reading his letter and Lily went back to dreaming. Sirius watched all this and smiled – Lily wasn't the only one to receive that exact same message this morning!

Leaving the Great Hall after breakfast, the friends wandered slowly towards Gryffindor Tower to pick up their books and equipment for the Potions lesson. Sirius had come up with a plan, and he was now enlarging on it.

'Flip, I know how bad you and Lucy are at Potions__'

'Thank you!' said Lucy, interrupting him.

'__so I've come up with a plan to help you both,' he said, grinning at them.

'Which is?' asked Remus.

'Well, Lucy could partner up with you, Remus, and Flip can be my partner. I know we're not as good as Slimy Snape but we're not too bad, are we?' Phillipa and Lucy both concurred that this was a good plan, and the four of them moved off. James turned towards Lily.

'In that case, Lily, would you do me the honour of being my partner in Potions?'

'Nothing would give me greater pleasure, James, than to be your partner.' Oo, slight play on words there, thought Lily, but nothing ventured nothing gained. James smiled and was just about to reply when….

'But what about me? You two are both good at Potions, but I'm not! Oh, I can't work by myself. What will I do? James, you must help me!' squealed Peter Pettigrew. James sighed. Where had he sprung up from?

'Peter, it's only one lesson, I'm sure__' he began.

'James, you know how much Professor Kendall hates me, please please, I really need your help. Lily won't mind, will you Lily?' Peter's eyes were begging her to say no.

'Er, I suppose not,' she agreed reluctantly, because basically she was a nice girl. James sighed again and allowed himself to be dragged away by Peter. She saw them turn the corner and as they disappeared she allowed herself a howl of rage and a quick stamp of the foot. Lily wasn't a redhead for nothing, you know. Is it too much, she wondered, to hope to spend three hours with the boy of my dreams? I might have been able to find out if he sent that note. You'll find out soon enough, replied her conscience, and Peter really does need James' help…

Because she'd been dawdling along, Lily was the last person to arrive at the dungeon and to her horror, found the only unoccupied seat was next to Severus Snape. She dumped her bag on the floor and sat down. Really, this was too much! Could the day get any worse? From the promise of sitting next to James to the reality of being stuck next to Snape. But because she was a nice girl she turned around and gave him a weak smile.

James saw her smile, and felt furious! Oh, not at Lily and not even at Snape but at Peter who was sat next to him. Really, if Peter hadn't interfered, he, James could of spent the morning talking to Lily, trying to find out if she liked him, even remotely, in the same way that he liked her. He thought she might. Now, it would have to wait until later. He glanced around. Sirius and Flip were sitting at the table behind him and Peter and Remus and Lucy were sitting to the side of him. Poor Lily was stuck at the opposite side of the dungeon. James consoled himself with the thought that at least he could worship her from afar, and perhaps smile at her if he caught her eye.

But if James wasn't happy, Severus Snape was. As much as he hated the Gryffindors there was one of them that he liked, and that was Lily Johnston. As much as he was proud to be a Slytherin, even Snape had to admit that the Slytherin girls were a grim looking bunch – none of them came close to Lily Johnson in terms of prettiness. As Lily smiled at Snape as she sat down he thought to himself, yep that's it, she fancies me and I can't say I blame her. Severus puffed out his chest, smiled his oily smile and smoothed back his even oilier hair. Yet another passenger for the Snape Love Train he thought – woo woo, all aboard, tickets please! Perhaps she's the one who__

'Sorry did you say something?' Lily asked, her golden voice breaking into his vile thoughts.

'Er no, I don't think so. What do you mean?' he answered.

'Well, it was like a funny noise, a bit like the Hogwarts Express really.' Snape had the grace to blush.

'No, it definitely wasn't me. But listen, now we're talking tell me, what does a nice girl like you do on her nights off?' He leered at her in what he assumed was an alluring fashion. Oh no! He's not coming on to me, is he, she thought, looking around in desperation. James caught her eye and grinned and she grinned back. It's going to be a long three hours, she thought.

Well, to cut a long lesson short:

James caught Lily's eye and smiled a lot.

Lily smiled back and daydreamed about James a lot.

Snape preened, and did his best to chat Lily up (a hell of a lot!).

Sirius and Phillipa laughed a lot.

Lucy and Remus didn't blow up the potion.

Peter just squealed. A lot.