A/N: God I love this pairing. Enjoy.

What hurt the most was watching from a distance.

He couldn't exactly help her. She hated his guts. She couldn't stand the sight of him. She didn't ever want to see his face and most definitely never wanted his help. Those were exact quotations from the beauty herself.

So James resigned himself to pulling back from her, and only helping her, in small ways, just when she needed it.

See, even though Lily wouldn't admit it, or show it, Severus had broken something in her that day. It was like he had completely emptied her of all true, good emotions. Severus tore at her soul with every step she took, and as hard as she tried, she could not make any other genuine emotions grow.

Sirius had told him to get over her. James's own best friend had told him that Lily was a lost cause. That she would never want him.

But he held onto the hope that one day, she would.

He walked in on her the day it happened, in their fifth year. Lily was in the common room, crying her eyes out. He asked her what was wrong, and she just glared at him, her eyes puffy and her cheeks still wet from freshly cried tears.

"Everything. Everything is wrong, that's what."

And he wanted to hold her, to tell her that Severus was a jerk. He wanted to go and punch Snivellus in the face. But that wouldn't win Lily's heart. That would only make her hate him more, and James wouldn't stand for that.

"Well, I think you can survive. You're an amazing girl. I can't think of one thing you wouldn't be able to handle perfectly, Lily," he responded. He watched the hatred disappear off of her face for a split second, replaced with shock and the tiny, tiny hint of a smile.

And as he walked up the stairs to his dormitory, he felt a certain elation in his heart from their encounter. He didn't realize it then, but his infatuation for the red headed, strong willed, genius Lily was slowly turning into something deeper.

He realized the next day that Lily was too proud and too strong to show her true feelings to anyone. That even though she was dying on the inside, she would smile and laugh with her friends, and let girls cry on her shoulder. It seemed like he was the only one who could look into her emerald green eyes and see the pain that was still present, even months after he found her crying.

The next time he saw her in danger of choking in her own misery, of completely collapsing due to the emptiness, was in the library at the end of their fifth year.

Severus was standing in front of her, trying to reason with her. "Please, Lily! Just understand. I… I didn't mean it. I still want to talk to you. I still want to see you. I hate that we're not friends, anymore."

But she didn't respond, and he gave up. He walked away, barely taking notice of the bookshelves, let alone James.

She was staring at a book, her eyes red, and the page wet. No one else would have even paid her once ounce of attention, but he was different. He had always been different, when it came to her. "Evans?" Again, she didn't look up. He took the seat across from her, and opened his book, deciding just to sit with her in silence until she was back to her normal self.

They sat like this, in silence, for twenty minutes. Finally, Lily looked up at him, her eyes just slightly pink.

"What do you want, Potter?" she asked, her voice devoid of all emotion.

'Even annoyance would be better than this,' he thought. "I just wanted to make sure you were okay, that's all."

"I'm fine, James," she responded. Her green eyes were blank- nothing shone through.

James raised an eyebrow at her. "You know, Evans, you really suck at lying. Maybe you should try telling me the truth sometime; who knows, you might find you can actually stand me." She opened her mouth, eyes gone from blank to fiery in a matter of seconds. James cut her off quickly, though. He stood up, and smiled down at her. "Hey, just get back to your normal self soon, okay? I hate seeing you cry." He picked up his book, aware that as he walked out of the library, she was staring at him.

For the whole summer, he only thought about Lily once, maybe twice, a day. He would be doing something, or see another girl, and wonder what she was doing, or if she was okay.

Over the course of his 6th year, James hardly talked to Lily. He hardly tried to make a move, but he was there for her when she needed him, even if she didn't ask.

Once, almost at the end of the year, he even saw her walking by herself, only to stop in the middle of the hall to stare at the back of Snape and a girl whom he was walking to. The girl was laughing, and Severus was smiling. Lily's face fell completely, and she bit her lip, green eyes scrunching. He had hoped that she was over him, but broken hearts are hard to heal.

He wasn't going to let her choke up in front of all of these people.

James departed quickly from Sirius, and walked over to Lily, putting a hand on her shoulder and smiling at her. To his utmost surprise, she smiled back. They went their separate ways, with Lily still smiling and James walking back to his friends, shocked, to say the least.

"James!"

Two weeks after the hall incident, the black haired sixteen year old was sitting in the Great Hall, reading the Daily Prophet. He looked up, recognizing his name, and knowing exactly who called it.

"Oh, hey, Evans."

Lily sat down in front of him, and surveyed him with her green eyes. "I just wanted… Well, I wanted to say, thank you. You're a better person than I expected."

He stared at her in surprise, and wanted to say something witty, or deep, or anything that would let this impression of himself last. Instead, he said the first thing that came to mind.

"If you'll go out with me, you'll see how good of a man I am," he responded, immediately hating himself.

She cocked her head to the side. "Don't go ruining my image of you, Potter." A silence grew between them, comfortable and yet tense.

James smiled. "You're welcome, Lily," he said finally. "You looked like you needed help. He… he's a jerk. And I know that it doesn't mean anything coming from me, but you can do better than him. Hell, you can do way better than me. I just couldn't stand the thought of you not being able to get over this."

Lily smiled at him as well, a sight he liked, very much. "I just came over here to say thanks, James. And I mean it. You've definitely helped." With that, she stood, and he didn't talk to her again until their last year together at Hogwarts.

When he saw her the first day of the new year, she looked much better. Everything about her said happiness; even her eyes were warm and smiling. He hoped she had gotten over Severus, and moved on to someone better for her.

About a week later, Lily was staring into the fire in the common room. James's heart sank; he had always associated the look on her face with Severus, because that's the look she had when she thought of him.

"Hey, Evans," he said, and she turned. Her face lit up, and she grinned.

"Hey, Potter," she responded.

He took a seat near her, and leaned forward, bringing himself closer to Lily. "Are you okay? You looked a bit sad there for a second."

She shrugged. "I was just thinking about something, that's all."

"What's on your mind?"

Her eyes wandered from his face to the fire. "It's nothing. Just a daydream." She waited for a moment, and then stood up, looking back at James with a smile. "Well, goodnight, James." She turned, and began walking toward the stairs of her dormitory.

"Lily, wait," he said, jumping up and following behind her. She stopped, and turned to look at him once more. "Go out with me. Just a date, a single date."

"What?"

"I won't hear you if you say no, okay, so say yes. Please," James said. He stood over her, his brown eyes pleading with her green ones. "Please, Lily."

She paused for a moment, thinking, and then she nodded. "Yes."

Lily winked at him, and then turned to walk up the stairs to go to bed. James stared after her, a smile slowly erupting on his face. She said yes.

She said yes!

He knew that she wasn't a hopeless case. He knew he had held on for a reason.