A/N: Here it is... a Sirius/OC story where Sirius is not a shallow, womanising manwhore, but more of a misunderstood sixteen-year-old. Mostly canon, with a few minor adjustments. Fresh take on James/Lily's relationship as well. FYI - I made Lily more "human" in this story than many fics have her, (in other words, she's no Mary Sue.)

This is the first in a series, but it can be read as a stand-alone as well. Chapters are short at first because I was a newbie when I started this and didn't really know any better. The story takes time to develop, as relationships often do, but if you stick with it, I think you will be glad you gave it a chance. ;)

Disclaimer: All publicly recognizable characters, settings, etc. are the property of J.K. Rowling. The original characters and plot are the property of the author of this story. The author of this story is iin no way associated with the owners, creators, or producers of any previously copyrighted material. No copyright infringement is intended.

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"Let us always meet each other with a smile, for the smile is the beginning of love." -Mother Teresa

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Prologue - Fifth year

Annabelle O'Neill exited Transfiguration late that day after staying behind to explain to Professor McGonagall that she'd lost her assignment. When she came out into the corridor, the lot of them were still there despite everyone else having gone already, waiting to start their detention for getting caught roaming the castle after curfew the night before. Remus Lupin, whom she was rather fond of with his shy eyes and dishevelled hair, and the only one of the four with whom she was sort of friendly; James Potter, her best friend's longstanding source of angst who also happened to be an egotistical tosser; Sirius Black, easily the best looking boy at Hogwarts, but smug and aloof in that he really only associated with a select few while icing out everyone else; and Peter Pettigrew, the worst of the bunch, a rat-faced little hanger-on with no thoughts of his own and a penchant for foul humour that would make a grindylow blush. What a motley bunch she always mused when they crossed her mind, or her path as they had done that day.

They were leaning against the wall, looking rather bored and downcast, until they saw her step out of the classroom. Suddenly, they all perked up and grinned wickedly, except for Remus who stared at the floor in what appeared to be mild discomfort. They didn't say anything, but their snide way of acknowledging her made her stop in her tracks. She narrowed her eyes, her heart thumping in her chest as she waited for one of them to make a rude remark. When all they did was stare at her with their smirking faces, she walked away, and they burst into laughter.

"Wankers," she called casually without a look back, hoping her voice would not reveal her hurt.

It only made them laugh harder. Annabelle's heart was racing, and she picked up her pace. She had never understood why they were so popular. Sure, they were attractive, well, minus Peter who was a bit of a slob, but her grandfather, who had also been a talented wizard in his own right before he died, used to tell her that "pretty is as pretty does." She had thought it was just something adults told children, but this group of boys was a perfect illustration of why it was true. They were uglier than beasts in her opinion, and she refused to go along with so many of her peers in their blind worship of them. Which was probably why they weren't all that fond of her. Granted, they never went too far with her, perhaps because she was a girl, or Lily's friend, or the late, great Darien O'Neill's granddaughter, but their arrogant dismissal of her felt spiteful somehow, and she didn't know what she'd done to deserve it.

James and Sirius had made her feel small and insignificant on numerous occasions over the years. There was the way James would approach Lily, ignoring the fact that she was in the middle of a conversation with Annabelle, interrupting like she wasn't even there, or the way Sirius would be smiling, surrounded by his teammates and admirers, but if he caught Annabelle's eyes, his smile would vanish, replaced by contempt. Of course, Peter would just copy whatever James and Sirius did.

In return, she paid them no mind, only speaking to them if she absolutely had to for classroom related issues. She knew they were just arseholes, and that there was no point in getting upset. Maybe they thought she was conceited, and she was fine with that, since the feeling was mutual. But she couldn't deny that being laughed at for no reason at all, for merely existing, stung a little.

Annabelle didn't tell Lily about the demeaning encounter. She hated to sound like a whinger, since Lily rather fancied James, even though she dismissed him at every turn. Apparently, she was having a hard time reconciling her feelings for him. She had told Annabelle how sweet he was when she spoke to him one on one, but he was such a show-offy prat in front of the others, whom Lily found just as despicable as Annabelle did. The illustrious James Potter fancying her apparently made her above condemnation, though, like royalty. Annabelle wished her friend would fall for someone else, someone nicer, so they could wash their hands of that rotten crew.

But despite Lily dating another boy that year, a seventh-year Ravenclaw called Prentis Farrell, James kept creeping into her thoughts. It didn't help that Prentis was a dead bore, and she called it quits with him after about two and half months. At least the Gryffindor team had lost the Quidditch cup, which normally wouldn't please Annabelle, and she felt a little guilty because she was not fan of Slytherin's team either, but it wounded the egos of James, Sirius, and Peter, which was reason enough for her to be glad.

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Sirius instantly regretted the encounter when he saw how fast Annabelle O'Neill was walking down the corridor to get away from them. He wasn't sure what it was about them that made her despise them so. She seemed to have a special disdain for him, evident in the haughty sneers she shot him whenever he dared to look at her, even though he'd never done anything to her personally. She was just so full of her own virtue, like her late grandfather's fame had gone to her head, or maybe she had been taught at a very young age to view all Purebloods in the same awful light. Either way, she was a smug princess, keen on judging people.

But the way she had practically run away, as though she was frightened by him, caused his own shame for being born a Black to rise up in his lungs, threatening to suffocate him. Of course an O'Neill would find him disturbing. He couldn't fault her for it, since he often felt a similar uneasiness when he saw the Black family genetics staring back at him in the mirror every morning. Not that he cared what she thought of his blood status. She was no one to him. In five years of school together, they'd barely spoken to each other. But still, he wasn't used to girls fleeing from him in fear.

When she had come out of the classroom, he had actually smiled at her, for whatever reason; maybe he was just being polite, or not paying attention, but he certainly hadn't meant to offend her. James and Peter were trying to wind her up, but he was mostly innocent this time, he told himself. Of course he laughed when the other two did, because at fifteen, he had terrible impulse control, like most boys their age. (Professor Sprout had told him that during a detention once.) After she had called them wankers and disappeared down the corridor and out of sight (which also made him laugh, mainly because she was right), he turned round to reproach them.

"What the hell was that? Doesn't that girl hate us enough?"

"You were laughing, too," retorted Peter, not keen on being scolded. "And honestly, I don't care if she hates me."

"I have to agree with Pete," said James. "She's looked down her nose at us since day one. Why should we tiptoe around her?"

"Because she wasn't bothering us," said Sirius. "She may be a priss, but it just feels wrong."

"It is wrong," confirmed Remus. "Live and let live."

"I still think she's the reason Evans won't date James," Peter prodded. "She has to be. Probably going to run and tell her about the mean lads laughing at her."

Remus shook his head. "Way to instigate, Wormtail. Lily won't date James because she thinks he is immature and full of himself. And after this little scene, who could blame her? That's her best friend you're sneering at."

"Ouch," said James. "Love you too, Moony."

Remus huffed in frustration. "She said it, not me. I'm just the messenger!"

"You're only defending her because she isn't an uppity hag to you," accused Peter.

"Do you think laughing at her is going to get her warm up to you?" Remus asked, and the boys quietly considered his admonition. "I'm going inside," he muttered. "It's almost time for detention to start."

"I'm done teasing that one," said Sirius before following Remus inside. "I don't care if she hates us, or whatever her naff problem is, but it isn't fun anymore when I actually feel bad about it."

James shook his head and rolled his eyes.

"Since when does Padfoot care about offending people?" asked Peter. "It isn't like we said anything to her."

"Eh, maybe they're right. It was pretty lame of us to stand there and laugh at her for no reason," admitted James, who didn't like that Lily thought of him as immature. She had been so close to giving him a chance – he could feel it - but something always messed everything up. Maybe he did need to stop teasing O'Neill.

"No reason? She told you and Sirius off last year in class over Snivellus, of all people, and after he shredded her in front of the entire class, she still looks at us like we're shite! How do you explain that?"

"You know she only did it for Lily's sake," James replied. "Lily has defended Snivellus countless times, and I got over it. I think we can get over O'Neill doing it once, okay, mate? She's not even friends with the twerp. Besides, I'm not going to be some loser holding a grudge against a bird I don't even know."

"Sorry, but I don't get over it when anyone defends Snivellus," grumbled Peter as he followed James into the classroom. "And if you ask me, Evans and O'Neill are both barking mad."

"Not Lily, mate," warned James as they entered detention. "Watch yourself."

"Sorry, James," replied Peter, and hung his head like a puppy that had been scolded by his master.