(A/N- I'm a little tired of reading stories where Lily is OOC, so I hope this hits the mark for all you readers. She's described as kind and thoughtful and brave, and I wanted to portray that.

Forgive me if there are a few grammar mistakes. I'm getting a bit tired…

This is dedicated to one of my best friends, because I miss her like crazy and love her to pieces. You know who you are XD

Reviews are definitely welcome!

I might continue this. Might. I'd have to think of an idea for another chapter, though.)

Marauder

Lily stared after him, frowning.

Lily Evans wasn't one to play games. True to her word, she hadbeen repulsed by James potter, even growing to hate him at times. He could be nothing but cruel. He'd made Severus's life miserable for the entertainment of his friends. He was, by a margin, better than the future death eaters in Slytherin, but only because he didn't mean real harm. At least...not physical harm. Severus had been hurt deep inside by James, though he'd never admit it, and Lily knew that. Contrary to what others thought, the passion that she'd hated James with had not, in fact, been love.

She wondered how a boy who appeared so charming- albeit a bit arrogant and mischievous- could be so cruel. Because if she looked past that, she could never have guessed it was him on those occasions, nearing Severus and perhaps a few other victims with a leering smile and a raised wand. He was fiercely loyal to his best friends, and she'd never heard him say a word against them. He'd taken Remus in when he was a werewolf and Peter when he was an outcast. She'd seen him cheer up Alice Longbottom when she'd found out her mum was dead, and help Mary with Defense Against the Dark Arts when she was struggling. So why- why- did he have to be such a prat to her? She'd have been glad to have him as a friend, like Remus, if it hadn't been for his tendency to ask her out carelessly and instinctively, as if it didn't mean anything. And besides that- if he could only stop it with his annoying habits of hexing people for fun and ruffling his hair while flaunting his Quidditch abilities. Didn't he see that she didn't care about it? If he wanted her- couldn't he use his mind for once? He was bright, and he'd passed his exams easily by a long shot. Why couldn't he just use his brains?

That had been a year ago.

But James Potter had changed, and lily had watched it with a growing sense of uneasiness and reluctant curiosity. He'd matured, that was for sure. He'd set upon studying Defense Against the Dark Arts with a fervor that surely was driven by more motivation than achieving good marks. He'd lapse into silence for growing periods of time, and his smiles and laughter were frequent only around his friends. He had yet to hex someone unless it was provoked. Their patrols as heads were less scattered with immature jokes and boyish grins and more with thoughtful conversation and genuine smiles.

Could James Potter be...growing up?

There was one more thing that she'd told herself not to think about but couldn't help herself. This thing frightened her above all else.

James hadn't asked her out for three months...since just before Christmas. It hadn't been that long of a break since sometime around fourth year.

And so that was why Lily was staring after him on a Sunday afternoon in the lingering days of March. She didn't know why she'd followed him out of the portrait hole when she still had a Transfiguration essay left. She only knew that something was bothering him, and she wanted to talk to him.

"Shouldn't you be practicing Quidditch or something?" she asked quietly, making her way through the cluster of rocks to sit by his side, their feet dangling in the warm water of the lake. The sleeves of his long sleeved t-shirt were rolled up and his jean shorts were cut off at his knees. He barely reacted as she spoke, and Lily suddenly felt awkward. Was this all backwards? Shouldn't he be coming to her?

"Nah. Figured I'd give the team a break. We've got Ravenclaw in the bag. "A small smile spread across her lips and she felt a slight twinge of relief.

"There's the arrogant James I know," Lily said softly, and he turned to frown at her.

"I wasn't trying to be." This bothered her. She'd given him the chance to flirt with her, put it right out there, and he seemed to take the words into consideration, almost as an insult…

"I'm sorry," she said instinctively, then sighed as he sent her a questioning glance.

"James..."

"Yeah?"

"Aren't you...going to ask me out or something?" The words spilled out before she could stop herself, but she supposed that was really what she'd been wondering. His frown deepened, and his eyes appeared thoughtful, before he said,

"I don't want to waste my breath."

"I...what?"

"That's what you said," James replied slowly. "The last time I asked you."

She recalled, vaguely, as she'd boarded the Hogwarts Express to go home for Christmas break, him asking her. She distantly remembered hollering back at him to not waste his breath...ah. It wasn't unexpected that she hadn't remembered right away. A response of this sort was not unusual between the two of them.

"That never stopped you before," she said logically, turning to face him.

"No, but I suppose I saw sense then. I could be doing more important things, like...practicing Defense Against the Dark Arts."

Her green eyes widened imperceptibly, before she nodded slowly. She wasn't sure if she should take his comment as an insult. It had to be good, she thought, that James didn't consider asking out Lily yet again to be important. But he'd always seemed to make it a priority before…

"Why do you keep doing that?" she asked, the slightest hint of exasperation to her voice. "I've never really seen you...you know..."

"Study?" His lips curled up in the first smile she'd seen from him since approaching him.

"Mmm," she agreed, "not like this."

"Yes, well," his expression turned serious and his chest seemed to puff out slightly as he faced her defiantly, "I'm going to be an Auror." His manner almost dared her to contradict him.

"A...an Auror?" she stared at him, before a warm smile spread across her face. "James, that's...that's great." So he was growing up. She hadn't been imagining things. She was more proud of him than she'd liked to admit, but thinking about his future…let alone a future as an Auror, like Lily…that did, she had to admit, pleasantly surprise her. His head jerked over to her, his hazel eyes widening.

"...What'd you say?" James breathed, his expression shocked.

"I..." Lily looked at him, confused, before repeating herself. "James, that's great." Slowly, a wide smile appeared on his face.

"Sorry, it's just...you've never...complimented me before."

Reluctantly, her face one of incredulity, a laugh formed on her lips. His eyes widened even further, before he sank back with a contented sigh.

"Godric, tell me I'm dreaming."

The redhead stared at him. But that would mean...

"You still...fancy me?" She dared to ask, bracing herself for his response. She didn't want the former torrent of unwanted attention and flirting, that was certain, but this James…this new James…she had to admit that she wasn't sure how she felt concerning him. And this, above all, frightened her…if there had been one thing she'd been sure of previously, it'd been her resentment towards James Potter.

James' expression, as he turned to her, mirrored Lily's. To her surprise, though, he laughed.

"Merlin, Lily, you think..." he took a deep breath. "Haven't you noticed the...the things I've changed? I never...y'know...ruffle my hair anymore," he admitted sheepishly. "Only out of habit. and I don't tease you or hex Sni- Snape in fron- ah...I don't act like an arrogant git, or use my cloak in the Head's bathroom-," He cut off hurriedly at this with a furtive glance at her, but to his immense relief, she seemed not to have noticed his slip up. "Or...Godric, Lily, I don't ask you out anymore!" He finally admitted to, watching her with worry and anxiousness in his eyes. Lily was rendered speechless for a moment before she managed to speak.

"I noticed, but I didn't think..." She furrowed her brow, suddenly feeling breathless. "It was...for me?"

"Of course!" He blurted out. She felt frozen under his hazel eyes. "Lily, I-," he cut off abruptly, sighing and looking away. In a small voice, Lily spoke up, the words seeming unbelievable yet completely natural at the same time.

"It wouldn't be a...a waste of breath."

Slowly, he turned to look at her.

"Lily..." He bit his lip and glanced down at the water. "I don't think I can do this."

"What do you mean?" she asked, suddenly nervous, her heartbeat speeding up. "You've done it all the time."

"But that...that was...not what this is," He sighed. "I wanted this to be special...mature..."

It washed over Lily, how much he'd changed. She'd be crazy to reject him now. Not when he was more worried about asking her out than she was. Not when he was afraid this wasn't the right time…she'd never have believed it, not six months ago.

"James," Lily said gently, "You did it all for me, you said." She reached a tentative hand up to brush aside a stray strand of hair falling into his eyes. "But...I don't mind when you're being...well...a Marauder. When you're being a good friend, and a joking, annoying prat, and an adorably irresistible arrogant git." She paused, hardly believing what she was saying, the words flowing out as if she'd planned it. "It's you," She insisted. "Just as long as you remember that." Slowly, James began to grin.

"You find me irresistible?"

"I..." Lily suddenly found it hard to breathe. "Don't let it go to your head," she whispered.

"This would be a really good time for a first kiss," James decided, his fingers brushing her cheek with tantalizing anticipation.

"Would it?" She mused breathlessly.

"Yes," He grinned. "But I think I'll let you kiss me first." Slowly, but before Lily could register what he was doing, he stood up and began to saunter back to the castle, with all the arrogance and confidence in the world. Lily blinked.

"You prat!" She yelled after him, half laughing. But she stood up anyway and half ran, half flew up the slope towards him. Because this was the James she'd missed.

Besides, there was no doubt in her mind that she would kiss him first. He deserved it…he'd waited seven years, after all.