Hi: I'm L.C., and this is my first fanfiction! Horray! JK Rowling (who, incidently owns all things Harry Potter related, lalalalalalala) is a genious, but please don't expect my work to be the same as hers... this doesn't really follow up word to word with Ootp... so maybe you shouldn't read this if you're going to throw a fit about that.

Just as JK's books are written in third person (BUT--harry's point of view) , the same applies here with Lily, or so I like to think for the majority.
Sorry, but I can't help but to have a few cliches here and there. Don't bite my head off, but it happens in just about every story, and this is my first, so... yeah. There are two parts to this story, part one and part two. SO, here is PART ONE! Enjoy!

Shades of Regret
By: Gosh.Lia.

Lily Potter was an unusually complex 16-year-old girl. Aside from all of the regular issues (boy problems, bushy hair, bad skin, etc…) she was a witch (a highly skilled one at that) who was, unfortunately, running quite late. Not that this inconvenience was at all her fault. It was a distraction in the form of Rose Evans that was keeping her.

"Mum!" Lily groaned, rolling her emerald eyes as she struggled to tear herself away from her mother. "Mum, you're really embarrassing me!"

Her mother paid her complaints no mind, and continued to smother Lily in kisses and hugs. It must have been a very strange sight indeed. Lily and Rose had stationed themselves in the middle of London, in front of the entrance to the Leaky Cauldron, a wizarding pub. Lily's trolley was bulging, with little trinkets emerging from the sides, and her pet owl Addy was "hoo-ing" nonstop. With a final shove, Lily was able to brush her mother off of her.

"Mum, I told you not to do this," Lily whispered, her cheeks turning a shade of red that was matched only by her mane of hair.

"Oh, er, yes… right," her mother said briskly, straightening her jacket and drawing herself to her full height. Lily was relieved until she saw the unmistakable hint of water welling up in her mother's eyes. Sighing, she leaned in and gave her mother one last hug.

"You know I write to you twice a month," Lily said bracingly, sparing her mother a smile.

"Yes, yes, I know dear, I know," Rose answered truthfully, checking once more that nothing in Lily's trunk was amiss. "But this really is the hardest part, and a day early as well…"

Lily smiled sadly, and nodded her head in understanding.

"Yes, it is a bit unfair to you and dad –"

"-AND Petunia, she'll miss you too, Lilykinns," her mother interjected.

"Yes, and Petunia I suppose," Lily said, positively scarlet at the mention of her kid nickname. For the love of fizzing whizbees.

"Well, I suppose you're growing up," her mother said wistfully, giving all signs that tears were about to make a grand appearance.

"Yes, love you!" Lily said hurriedly, and with one backwards glance, she stepped leisurely into the Leaky Cauldron, brushing the feeling of guilt from her shoulders as she entered the world of wizardry. The last thing she wanted right now was for one of her fellow classmates to see her being fussed over by her mother. For Merlin's sake, she wasn't entering 1st year! She was a full-grown woman (well, 16 years old and counting) and she was ready to be treated like one.

"Not that it would matter if somebody did catch you being tasseled," Lily thought to herself sadly. While she did lead an extraordinary life (it's not everyone who gets told they're a witch!) she was cursed with an unostentatious personality, and wasn't noticed much at all.

No, she wasn't disliked, that was far from the truth. It was more the fact that she was just an everyday face, nothing striking and stupefying was there to separate her from the crowd. More then anything, she desperately wanted to have romance grace her life. But, alas, being cursed with inconspicuousness did have its downfalls.

Ever since her days of muggle braces, and Barbie dolls, she dreamt of being whisked away by a prince in shining armor (her spirit wasn't broken despite her sister Petunia's insistence that the best she would get was a hobo wearing aluminum foil) to a land far away. She wanted experience, and longed for spontaneity and love, but the closest she had gotten to a date was 5th year, when Gregory Creevy had invited her to the Halloween dance, but that had ended with a nasty swollen toe and an upturned punch bowl. She cringed at the very memory.

But still, Lily was determined to turn over a new leaf this year. She would shed the image she had unintentionally dug herself into. She would –

"Lily!!!" What she would do, she would never know, for her train of thought was interrupted by the familiar screech of her best friend, Emma Fearon, running towards her at an alarming pace. Emma was a hopeless romantic, and very well known among the male population, and could make anyone feel at ease. Outgoing and upfront, she was rather opposite from Lily, and what brought them together was still unknown to her. But, opposites do attract, and Lily found Emma to be a necessary addition and refreshing in her life. Around Emma, Lily was bold and sure.

"Emma!" Lily screamed, throwing herself into her best friends arms, a gesture Emma returned with great force. When the duo finally tore apart (to snickers from the many citizens occupying the bar) Lily found herself being the target of a once-over.

"Oh my gosh, Lil, you've changed so much since the last time I saw you!" Emma announced after seconds of observation, dragging Lily along by her hand.

Lily flushed with glee, for it was true. While she hadn't evolved overnight into a beauty queen, humble Lily was even able to admit she had quite grown into herself. Her dark auburn hair, (no longer the color of carrots) hung in loose but fitting ringlets half an inch past her chest, and her face was the profile of a young mature lady. Gaining a few pounds was also just enough to ensure her womanly curves. Her stick figure 15-years-old self was no more.

"You don't look to bad yourself, Miss Fearon," Lily said happily, wiggling her eyebrows up and down as she admired Emma's new long due. Her dark blonde hair seemed to dance happily behind her as she pulled Lily alongside her to the stairs behind the bar.

"Yes, well, everybody's been through quite a change!" Emma replied with a sly grin as she winked at Lily, light brown eyes dancing in their sockets. "And everybody will be mad with you, if you don't hurry your arse up!"

Lily laughed and complied, heaving her trunk behind her as she galloped up the stairs. She was in Diagon Ally to do her school shopping two days before September 1st, the start of term. After much begging and pleading to go, her parents granted her permission to stay overnight at the Leaky Cauldron with her two best friends, Emma and Kara Hemmingway. Sighing with happiness, Lily pushed open the door to the parlor Emma had secured.

"LILY!!" Kara screamed, pushing her inside. She found herself being the target of a large embrace. "I'm so glad to see you!" Kara was the shyest of the trio, but when put with Lily and Emma she could be quite as giggly and perky as the best of them. She had long, straight brunette hair and eyes as green as celery, matched with a fun loving face.

The three ladies giggled around a bit, catching up on bits and pieces of life over the summer before Emma let a question arise that was met with instant agreement.

"Shall we go see how summer has treated the Gryffindor males?"

Lily always enjoyed the warm feeling that tickled her insides upon entering Diagon Alley. The road was strewn with little kids, (at least younger than herself) frolicking around, perhaps buying their first wand, or receiving a new pet. But, instead of hanging around, to check out different trinkets in the welcoming stores, she agreed that Quality Quidditch Supply would be the best bet to finding any males worth interest.

No sooner had the unmistakable scent of wood polish wafted up their noses upon entering the store, Kara had put a hand out to stop her two giddy friends.

"Look! There's Sirius… and James!" she jerked her head noticeably in the two boys' direction, but luckily nobody was paying them enough attention to notice. Everybody was swooning over the twosome instead.

Lily's breath caught in the depths of her throat as her emerald eyes found where Kara had described. Sirius Black, funny and popular, was by far the most sought after boy Hogwarts had to offer. With long, shiny, chocolate black hair, piercing blue eyes that seemed to stare straight into your soul, and a tall fit body, he was a vision of perfection. Lily gazed on in awe as he playfully punched his best mate, James, on the arm, and flashed a smile at a 5th year buying a broom. Lily felt her insides boil. His smile reflected in the window behind him.

But that was all that Sirius really was to her. A reflection. Something that was delicious to look at, but you could only admire, never have. But that didn't matter to Lily. Once you were hooked upon Sirius, it was a hard road to turn back on, especially (as in Lily's case) if you felt no desire to leave.

"But if it isn't Emma Fearon!" Lily heard, as though through a bad reception on a muggle radio. Before she knew what had happened, Sirius was upon the three, a light in his eyes similar to a dogs.

Emma smiled confidently, and the two started talking animatedly, Lily and Kara smiling awkwardly to the right of them. James had already gone off to his two friends, Remus and Peter, who Lily realized were lurking in the back of the store.

What stupefied Lily most was that Sirius, although with James 24/7, had such a different personality than his best friend. For one, Sirius didn't try to hit on Lily every time he lay eyes on her (which he didn't do much, she thought sadly.)

Sirius was part of the foursome named the Marauders, which included the objects of every girl's obsession. Remus, the smart, caring, and overall most levelheaded of the four, was a prefect at school, and handsome. James - the fun loving, Quidditch obsessive, overall handsome leader (and a little bigheaded at that) was Quidditch team captain. Sirius - gorgeous, very playful, with a loyal - almost doglike – personality was the most sought after boy in school, with a smile to make Lily's heart melt. Peter - the mousy vermin that the other three put up with, for reasons unknown to all but themselves just tried to fit in.

As Lily was brooding upon this, her eyes met Sirius's ocean blue ones for a split second, and she felt herself go jelloid in the knee area. But, as soon as it had occurred, Sirius's eyes flickered back onto James, who had resurfaced from behind the store.

"Remus reckons that the Polishton 980 will tidy up my Cleansweep just fine. We just need to stop at Fortesque's, and it's back to the house," James said to Sirius, a bottle of polish in his hand.

"Right-O," Sirius said good-naturedly, and after winking at Emma, followed James to the cash register. Lily could have sworn his eyes met her own once more, but shook it off as her imagination. After all, when she double-checked, Sirius was laughing with Rachel, a girl in their year, about something or another. She looked to their right, and caught James's eye.

Quickly, Lily left the shop. She wasn't in the mood for more of James's gloating on how he could sack any girl he pleased. Emma and Kara followed, chatting idly, enjoying one another's company. All too soon, it was time to go back to the parlor, and Lily found herself falling asleep as soon as her head hit the covers of her four-poster bead.

A few miles away, Sirius Black was pulling on his pajamas for bead, thoughts of a certain red-haired beauty filling his mind.

Lily, Emma, and Kara arrived with plenty of time to platform 9 ¾, and stepped leisurely through the brick wall camouflaging the entrance to the Hogwarts Express. After seating themselves, Kara went off to do her prefect duties while Lily and Emma stayed behind, chatting merrily of what they were to expect the upcoming year.

"Harry Jordan was just telling the whole compartment about a new program he and Arthur Weasley invented," Emma was saying to Lily. "Arthur, having borrowed some muggle techmology, or something of the sort, swears he has morphed all of the teachers in the school. There's McGonagall wearing a cat suit with a whip, and you wouldn't believe what Dippit's in…"

Lily and Emma had just started on what looked like a promising good laugh when the compartment door slid open, revealing Emma, back from her prefect's meeting. She was not alone.

"Oh, hello, Remus," Lily called out by way of greeting.

"Hi Lily, Emma," he nodded to the two girls in turn, "Kara was just showing me where I'm going to be patrolling for the next hour, and we ended up passing your compartment. How are you guys?"

He was, undoubtedly, a good-looking boy. His short brown hair framed his face nicely, and his warm gray eyes seemed to welcome you. All of the Marauders (even mousy looking Peter) had no trouble finding girls to woo. The only thing that separated Remus at large from his friends was that he was responsible, and had never tried to charm a girl simply to get inside of her pants.

Soon, the three girls found themselves immersed in conversation with kind and playful Remus, and an hour had flown by before they were snapped back to earth by the glass of their compartment door sliding open once more. There, in broad daylight, stood Sirius Black, James Potter, and Peter Pettigrew, facing the four occupants of the compartment with mild interest.

"Moony old boy!" – (Mooney? Thought Lily curiously) – "So nice of you to tell us where you were!" Sirius roared amusedly, taking in the sight. "And you always insisted you didn't charm the ladies just for fun. I hate to break up this little gathering, but we have major pranks to plan, and the brains of the operation have been missing for over an hour. Come now, and you can get back to these women at a later time," Sirius said, winking at him.

"Yeah!" Peter squeaked unnecessarily. Remus cocked an eyebrow up at him, while James impatiently shoved him out of the way. (A/N – Hahahaha.)

Meanwhile, Lily had frozen up. She couldn't think of anything even close to funny to say. Emma was sitting next to her, smiling and laughing along, and even Kara had managed to swish her hair around flirtatiously. What was wrong with her? LAUGH, LILY, LAUGH!

"Ha… haha," she managed feebly, but it was too late. The effect of the joke was over, and Lily realized a minute too late that she has giggled into pure silence.

Emma gave her sympathetic eyes, and opened her mouth to speak before Sirius let out an "Oi!"

A tan arm had snaked up his neck and down to his pecks, and a distraction in the form of a 7th year Ravenclaw appeared at their door.

"Hey boys, care to join me in my compartment?" she asked seductively. Without waiting for an answer, she pulled Sirius along with her, but not before he had a chance to say goodbye.

"See you soon, ladies!" He said. Lily must have been imagining it, but she could have sworn Sirius had bat one of his lovely eyelids down in a farewell wink before disappearing. Soon, all four of the Marauders were gone, and it was just the three girls, left to themselves to discuss the series of events that had just occurred.

"If you ask me, I'd say Kara has a little crushy-poo," Emma cooed at Kara. "Remus and Kara…" she teased, beginning the song.

Lily laughed along with her friends, but couldn't crush the feeling of hopelessness that had suddenly overcome her. Those boys… they were perfect, funny, nice, charming, and gorgeous. So why couldn't she just let lose, and relax like them? Maybe then they would give her the time of day.

She sighed, and averted her eyes from the doorway Sirius had recently just graced, where beautiful people had been, close enough for her to touch. No matter how much she wished and wanted to be like them, she couldn't just bring herself out of her shell over the course of a minute. Sure, she was beautiful, and one of the kindest, smartest people in her year. But maybe she just had to accept that she couldn't be the best at everything, and everything included being popular, being known.

"So what?" She asked herself, shaking her head to rid those thoughts. "I love my friends, I love Hogwarts, and I've been given one of the best opportunities. I'm a witch, and the best in my year."

But, no matter how much she wanted to believe that her life was perfect, no matter how much she tried to convince herself differently, she still wasn't satisfied. There was only one thing missing. And that small, yet crucial thing wasn't going to change as fast as the polyjuice potion changed you into something else. She didn't feel like it would change…ever.

A/N: Although slightly boring, I like to think every story is in the beginning. It is a James/Lily story, I just thought it'd be a refreshing change not to start right off the bat with a James and Lily love story. But of course that is yours to decide :)

---Lots of love and new stories, L.C.