Dicsclaimer: Hogwarts etc.belongs to JKR...

AN: Okay, why did I write this? God knows. I can't write humour and I can't write romance, what possessed me to attempt Lily/James is beyond me, but oh well. Please tell me what you think.

All he ever does is laugh. It can't be healthy.

Shifting with a disgruntled huff Lily Evans turned her back on the fire and James Potter where he sat laughing with his friends.

"You did what?"

"Moony! I'm shocked!"

"Remus, please repeat, I'm not entirely sure I caught the whole story… You and Eliz-"

"James! Shut up!"

The barrage of loud gleeful outbursts cut off with an anxious and embarrassed whisper broke through her concentration yet again.

It was ridiculous! This was perhaps one of the worst nights she'd had all term. She'd expected her Head Girl status to make this year the best she'd ever had at Hogwarts but so far she didn't think she'd had any more than four hours of sleep a night. She was taking six NEWTs classes, more than it was technically possible to have in a weekly timetable (a problem solved with two extra lessons every Saturday with Professor Slughorn) and with the homework for her extra subjects on top of the masses of work that came with the Head Girl placement she was finding it difficult to find the will to get out of bed in the morning.

Tonight she had a transfiguration essay, four chapters left to read for Charms, two feet of translation to finish for Ancient Runes and a pile of prefect reports she had to read through, ignoring the fact that the Halloween Feast was looming and having convinced the teachers to allow her to arrange some extra activities for the younger years she now had to find the time to actually get them organised. Her current state of stress, naturally, was not being helped by the obnoxious presence of James Potter and his band of mentally unbalanced friends.

"Ja-ames."

"Padfoot?"

"I'm bored."

"It's your own fault mate, if it weren't for the fact you two timed twin sisters sloppily enough to have them find out first hand, you'd still have a date tonight and wouldn't have to sit here with me and Wormtail listening to Moony's sordid tales like a sad group of old maids."

Shut up, shut up, shut up!

She'd been woken this morning by a house elf tripping over and proceeding to flog himself with one of her roommates' leather belts in punishment, spent ten wasted minutes trying to get the sobbing creature to stop and leave the dorms before someone woke up, staggered downstairs to find the Common Room overflowing with post-party filth in the wake of last night's first quidditch victory of the year, only just managed to avoid sitting on Sirius Black where he lay in an undignified heap half on top of Remus Lupin on the Gryffindor couch, perched herself carefully on the edge of the coffee table only to knock a bottle of butterbeer into her lap and have to run back upstairs for her wand to clean up.

To make matters worse, when she came down again she was faced with an extremely guilty looking James Potter trying desperately to hide the fact he was levitating his best friend unconscious from the in front of the fire and was followed in her u-turn straight back up the stairs by his voice asking her if she was doing anything special this Hogsmeade weekend.

Having gone back to her dorm she gave up and decided to try and sleep the few hours between her and breakfast, managing to wake up an hour and a half later than anticipated and had to run the whole way to Transfiguration breakfast-less with her tie undone and hair like a bird's nest. Naturally the day only got worse, and now two threats of detention and a near duel with an offended Sirius Black later she was considering owling her parents to tell them she was coming home, NEWTs forgotten.

"Hey, Evans?"

Shoulders tensing and knuckles white in their efforts not to snap her quill in two she hissed, "Yes, Potter?"

"Do you want any help?"

What?

Turning slowly, she prepared herself for whatever disgusting innuendo he'd decided to throw at her this time. When she'd said she would castrate him the next time he asked her out she had not been joking.

"I'm sorry?" She asked warily, facing him.

She blinked, Potter was standing alone at the bottom of the boys' staircase, decidedly smaller without his three usual sidekicks and looking as though he wanted nothing more than for the ground to open up and swallow him whole. Clearly he hadn't intended to say anything.

Eyes wide and figure tense he gestured vaguely, "I was just going to bed, but I saw you glaring at your textbook, and I know you've got lots of work left to do and that you won't let yourself rest until you've done it all and…" He trailed off looking uncertain but meeting the blank shock in her eyes seemed to steel his nerves, "I know you hate asking for help from anyone and that on the whole people assume you don't need it, but I thought I'd, you know, give you the opportunity." A quiet pause where they simply watched each other, voice quiet he finished, "To say yes. Without admitting that you need someone's help."

A small frown crossed his face and he waited for her reaction, uncertain as to whether it would be best to run or fight back.

"Don't you have any of your own work to do?" She asked, almost desperate. This was something that had been troubling her all year, she knew for a fact he had just as much schoolwork as her and as Head Boy he was doing his fair share of running around organising things too, and yet, whenever she saw him he was messing around with his friends, having fun as though the concept of exams was entirely foreign to him.

"What are you doing?" He questioned.

Part of her was telling her to send him on his way and get back to her essay before he unveiled some elaborate plan to waste her time, invite her to Hogsmeade and utterly humiliate her in the process, but there was also a little voice in her mind pointing out that he was acting differently to all those times he'd said, "Evans, go out with me?" and brushed off her responses as though she didn't know what she felt. The little voice commented on how nervous he looked, how the swagger was gone, the irritating, challenging grin utterly absent. He didn't look as though he was thinking desperately back to the last piece of advice he'd been given from Sirius or Remus, in fact, as she watched him across the room Lily didn't think she could see a single thing she associated with his room-filling ego. As he waited for an answer he was still, looking tired and almost human, and strangely… genuine.

"Transfiguration." She answered softly and could have sworn she saw him let out a breath.

"How are you finding it?"

"Fine." It was a lie and he knew it, but honestly, what did he expect her to say?

"Really? I thought it was terrible. Only managed up to question three myself."

Her eyebrows rose. Why are you telling me this?

"Oh."

"How much have you got left?"

"Of transfiguration?"

"Of everything."

A dark sigh and she turned back to her table. "Charms reading that has to be done for tomorrow first thing, a translation that will take me all night on its own for just after lunch, Slughorn will be disappointed if I haven't researched our next potion and there's a prefect meeting I need to get those reports checked for in the evening." Throwing a final glance over her shoulder before reaching for her quill, she said, "Sorry Potter, but I really don't have time for this right now."

He didn't say anything and eventually she heard his feet retreat up the stairs to his dorm, even as her shoulders slumped she didn't know what she was regretting, this was James Potter, He didn't do selfless acts of homework help, especially for the same girl who almost poked him in the eye with her wand for suggesting that she couldn't manage a homi-magus spell first try.

"Remus probably told him to say all that stuff, anyway. He'd never have the first clue how I was coping." She muttered in her best attempt at bitter. She'd been right; all night he'd been nothing but a distraction.

Fabric rustled behind her and an amused voice said, "Muttering to yourself about Remus, are you? Wow, that really doesn't say much for my chances does it? Eliza Becket and Lily Evans all in one day, wouldn't have thought he had it in him." The good-natured comment nearly made her fall out of her seat.

Head snapping round she gave him her best glare. "I thought you'd gone upstairs."

"I went to get my bag." The look of bewilderment was almost endearing. Almost.

He slid into a chair across the table from her pulling out a quill and a bottle of ink, "I thought I'd do some of those prefect reports for you, and here," he pulled a piece of parchment out of his bag, "Remus made a pile of notes on the next potions lesson, but he's going to miss it and there's no use them going to waste, eh?"

Stunned she looked from him to the page of notes and back again. He offered a small smile before pulling over the stack of parchment and beginning to read.

What is he doing?

"Potter, what are you doing?"

He looked up, hazel eyes peering over the top of his glasses. He tiled his head to one side, a strand of black hair falling over his face and answered, "I'm Head Boy, 's my job."

Her brows furrowed and he smiled slightly before ducking his head back to his reading.

To Lily's utmost surprise they worked diligently in silence for almost an hour until she'd finished her Charms and begun her transfiguration.

Potter was slumped with his head rested on his arm that lay slung out across the table, he read something that displeased him and she watched in amusement as his nose screwed up before he scribbled down something with his quill. In almost seven years of acquaintance she doubted she'd ever seen him like this, lazily focused, not exercising his excessive and undeserved power on poor defenceless innocents… in fact, besides when he broke Snape's nose on the Hogwarts Express, she hadn't seen him do anything that would suggest he wasn't the perfect model for Head Boy. If she were honest with herself, the discovery unnerved her no end, but watching him now, as he did her work in the hopes that she might get some sleep, he looked less like Potter… and more like James. The one the teachers talked about in tones close to reverence, the one the Marauders would defend with their very lives, the one that captained the quidditch team and headed the school. Like the James that saved Severus Snape's life at the risk of his friend's and his own expulsion, the one who swore an oath of honour that he would not let Voldemort near her.

Shaking her head she looked down, she'd promised to never give thought to that night again, but try as she might, the memory of clinging to James Potter and Sirius Black as that cloaked shadow in the alley found two preferred targets would not lay to rest. Their bravery was undisputed as was the recklessness so often associated with Gryffindors, but the compassion the two boys had shown, concern for her safety as they tandem-apparated her from Diagon Alley, was so wholly unexpected she hadn't managed to find another bad word to tie to Potter for the rest of the summer.

"What's up?"

Head jerked up and eyes refocused, Potter was looking at her with something akin to curiosity.

"What?"

"You looked… conflicted."

She almost smiled.

"I don't have time to be conflicted, Mr Potter, it's now tomorrow and I'm no closer to getting finished."

He did smile. "Then just don't do it. What's the point in spending hours slaving over your transfiguration when you could be finishing Runes? McGonagall probably won't even collect it and you know you'll be skinned alive if you've not got your translation done."

How… how very James Potter of him.

Voice proud with chin held high, "I'm sorry, but I can't just do what you do. McGonagall relies on me to produce a certain standard of work. I can't just not do it, she'll think I'm coming down with something."

He laughed slightly, but surprised her with a lack of snarky comment.

Well, I can't just not do it… but there's nothing stopping me from doing the translation first… She missed his amused glance as she subtly changed subjects. It doesn't mean anything and it certainly wasn't his idea.

Another hour saw James leaning against the window with Lily's Charms textbook lying across his knees while he practiced stoking the fire from a distance without an incantation.

"Kappa, alpha, lambda, iota, omicron, pi? …God of vast verse? This doesn't make sense."

"It's Calliope. Muse of Epic Poetry. Close though."

She stared up at him.

"What?"

"How did you know that? You don't do Runes…"

"I like the story, I've been reading Remus's translation."

"Oh…."

Remus had finished? Even with the full moon looming just one night away he was ahead of her. Shoulders slumping she bent back over her work.

"Look, Evans, why don't you just drop it?"

She stared at him, eyes wide. His lip twitched.

"I don't mean quit school, just skip one piece of homework." He looked far more amused than she felt the situation allowed. "Weekend is only one day off, you'll be able to catch up on everything and maybe even get a semi-decent night's sleep, yeah?"

"I can't!"

"That's what you keep saying, but the more tired you get the slower you work. You could finish that transfig essay over breakfast if you put your mind to it, but if you try and do it now you'll be up until breakfast just getting started."

She spluttered indignantly. Who does he think he is, anyway? He hasn't got the first clue how I work.

He grinned sleepily. "It's almost two AM, go to bed now and you'll get five hours sleep."

"Have you seen the translation I've got left? And what about the prefect meeting, I need to plan a speech, we can't all just stand up and have a hundred witty comments ready just like that! Some people need to plan!" Lily could feel the hysteria mounting.

"I'll chair the meeting, I managed fine without you last week."

"You make it sound like I was skiving, you know as well as I do that detention was undeserved!"

"Don't change the subject, just go to bed Lily."

Don't call me Lily.

She stared at him, rounding up every stubborn cell in her body for her retort.

"Look," he sighed, "You're never going to be able to please everyone. Just give yourself a bit of rest, I'm sure they'll let you make it up to them."

"Why are you doing this?"

"Because I'm worried about you?"

She stood up, eyes on the tabletop. "You have no right…"

"No right to what? Question your methods? Challenge you? You're becoming a liability to yourself!"

Eyes flashing she turned on him, "What the hell would you know about it? You don't know me, Potter!"

"And whose fault is that? You can't drive people away all your life! It isn't healthy! I know you've got a lot of work to do, I do too. I manage! You need to step back and look at the bigger picture, handing in a Runes translation tomorrow is not going to save lives or change the world! Not handing it in isn't going to kill anyone! You've been saying ever since you got to this school you want to show the Wizarding World what a muggleborn can do and yet you're killing yourself with exhaustion before you even get somewhere where you can make a blind bit of difference!"

"That's not true! You don't know anything about what it's like for me! I have to get good grades! I have to get on the teacher's good sides because if I fail my NEWTs or even if I get bellow an O I won't get a job! That's how deep the prejudice goes, Potter, you have to be outstanding for them to even look at you! There is no middle ground! I have to be the best!"

"That's not how it works Lily. Not everyone thinks like Voldemort and Snape! It's got nothing to do with blood, anyone in their right mind could see how brilliant you can be, they don't need grades as proof! If you don't slow down you're going to hurt yourself." He moved to stand in front of her; Lily's shoulders were shaking for all her efforts not to sob. "You're going to do great. You'll change to world, mark my words, but you won't get anywhere if you don't get some decent rest."

"Is that what all this is? You standing there looking all genuine and sorrowful, and coming over here to do my work for me? You want me to go to sleep?" She glared at him. "Why? Have you got some little Marauder excursion planned and you don't think you'll get out with me sitting here? If you want to leave then GO! I'm sick of being the only one who tries to stop you!"

Confusion flitted over his face before his features settled on hurt. "You really don't get it, do you, Evans? I want to help because I'm worried about you! I know what you think of me, but you sure as hell don't understand how I feel about you! I would say I want to protect you but you'll freak out and accuse me of trying to go all 'knight in shining armour', I'd say I want what's best for you but I know as well as you do that I don't know you well enough to know what's best for you. I just don't know what to say anymore, Evans. I swear I've tried everything!"

Standing up a little bit straighter she looked him in the eye, hazel on green. "Then why don't you just stop trying?"

"Because I feel I owe you more than that?" His eyes were bright.

"You owe me nothing, Potter. Go to bed."

"No."

"Argh! You're wasting my time. Please, just leave me alone."

"If I do will you give yourself a break?"

"What? You're willing to leave me alone for the rest of the term if I say I'll not do my homework and go straight to bed?"

"Yes." His gaze didn't waver.

When she finally spoke her voice was quiet, "I don't get you, Potter. I really do not understand how you work."

"Face it, Evans, when was the last time you actually tried?"

She smiled tiredly. "True." With a sigh her eyes fell back to the table. "Look, Potter, I doubt I'm ever going to say this again, but thank you. I'd never have got half of this done if it weren't for you doing those reports… And, well, I'm grateful for your concern... and I will leave it for now, but… If I get any detentions tomorrow for this, you're serving them with me. Deal?"

A grin slowly spread over James's face. "Deal. It's a date."

Lily looked alarmed, "No, it's a detention. And a hypothetical one at that! No dates." She gave him a wary looked and he grinned.

"No dates."

She nodded.

"But definitely the chance of that hypothetical detention?"

She laughed shyly. "Possibly."

He looked happier than she'd seen him all night. "Thanks, Evans."

"You know, that was supposed to be a punishment, not further incentive for you to get me a detention tomorrow."

He laughed, "Don't worry, your reputation is safe with me."

Ten minutes later, having packed away his things and watched Lily make her way up the girls' staircase, James arrived back in his own dorm.

"Padfoot!" He hissed.

"What?" Came the muffled reply.

"I just got myself a date with Lily Evans!"

There was a pause and a tiresome sigh, "'Course you did, dear, now go back to sleep, we'll hear all about your dream in the morning."

"No! Padfoot, you idiot! Just now! I was downstairs helping her with her homework and I said she needed some rest and she said she didn't," Sirius snorted, "But eventually she agreed and said that if she got any detentions for not doing the work she was supposed to be doing now I would have to share the detention with her!" His voice rose in elation, "Hear that, Padfoot? She wants to spend time with me!"

There was a quiet thump as Sirius's head hit the pillow. "Right you are, Prongs." He responded in the tones of a mother indulging her child, "Told you she'd come round eventually, didn't we?"

James grinned, sliding off his robes and climbing into bed. "Yeah. You were right."