A/N: Well, this is a re-post of a fic I wrote a LONG time ago. I took it down for editing (and because I hated it). I did, however, promise that I would put it back up, because it had a large fan base. I know that it's long over-due, (and I still don't like it) but here it is.

Reviews are lovely!

Disclaimer: Nope. Still not JKR.


"Hey Lily!" James Potter yelled down the hall to a pretty, red-head girl walking with her best friend.

"No, Potter." she said without turning around.

"Come on! You didn't even listen to what I had to say!" he pleaded imploringly.

"Fine," she snapped. 'Go on ahead Alice; I'll meet up with you later."

Alice gave her an encouraging look, "All right, I'll see you in the common room." she gave James a warning look, then turned on her heel, and continued down the hall.

"Yeah guys, I'll meet up with you later." said James as he waved a hand in dismissal.

"We will go where we please, thank you very much!" stated an indignant Sirius, teasingly.

"But the common room is just where we were headed." Remus reminded him.

Sirius glared at him "I don't like being told what to do!" he pouted.

"Come on you big baby…" Remus said as he and Peter pulled him by each of his arms down the hall.

Lily and James watched them leave in silence.

Then Lily turned on him.

"Why do you want me to go out with you so badly?" Lily asked, exasperated.

"Because," he paused, trying to decide what to say.

She looked up at him, and narrowed her eyes "Is it just a game? Annoy the heck out of me for fun? Well, I don't have time for it." She snapped, and ran out the hallway.

"Well, that went well…" He muttered to himself as he headed out to the school grounds, hoping to take a walk and try to figure out what he was doing wrong; he loved her for pete's sake! Didn't that count for anything?

Later, in a very tall old oak tree,

"Why can't he just leave me alone?" muttered Lily, tears streaming down her face.

"He doesn't understand! I can't! I just can't!" she sobbed harder, trying not to think of it, but the memories pressed down on her, unbidden.

I'm sorry! she screamed as they kicked her, over and over again; her father and his drunken friends. "You lazy, good for nuthin, slob," he ranted, his voice slurred from the alcohol. "Yurr not my daughter."

She had twelve stitches after that; and a cast until she made it to Hogwarts. It was her second year.

"You'll never amount to anything!" shouted Avery, her very first boyfriend, as he slapped her across the face. Hard. She stumbled back a few steps

"I'm sorry," she murmured, trying to stop the tears that were beating a trail down her cheeks.

"Stop your sniveling! I don't need a girl that's weak" he walked out of the room.

She never saw him again.

There were many boyfriends, one abusive relationship after another, until she finally learned that she was nothing, and she was weak. Until she decided not to be weak. Never again would she apologize. So she decided that no guy was safe. And she pretended to hate them all. But James, he messed with her. She wanted so badly to trust him, but she was so scared. She couldn't handle anther broken heart.

"I can't!" she continued sobbing, she sat there for hours, or maybe it was just a few minutes, before she heard someone crashing around in the dark.

"It's dark?" she realized with a jolt; sitting up a little straighter. The grounds weren't safe after dark. Creatures from the forbidden forest lurked around after dark.

"Crap! I'm such an idiot..."she mentally berated herself for not paying closer attention.

She heard more rustling, this time from somewhere closer. She fumbled around for her wand. But she didn't light it, not yet.

"Hopefully it will go away…" she thought to herself nervously. Then she heard a voice;

"Lily?" it was slightly hushed, as if trying to hide itself.

"James?" she asked, unhappy that she sounded like she'd been crying for a few hours, yet relieved that it wasn't some wild animal.

He heard the tears in her voice. "Hang on, sweetheart, I'm coming."

He called her 'sweetheart'… her heart melted as her mind screamed at her. She started sobbing again.

James pulled himself up to her branch.

"You're crying! Are you hurt?" he asked worriedly, squinting in the darkness.

"I'm fine." she said, trying to stop the tears

"No, you're not," he said determinedly. "Are you scared?"

She nodded. "But not in the way you think." she whispered, and the little voice in the back of her head was shocked to find that she had dropped the miss independent façade.

"James, I can't. I can't go out with you; I can't be your girlfriend!"

"Why?" he asked, slightly bewildered that she had made no attempt to even act like she hated him.

He put his arm around her as she began crying even harder. "Lily, it's okay. Please, let me in."

And she told him. About everything; and he listened, without interrupting, pulling her closer to him whenever she needed the comfort.

"I can't. I just can't let myself get hurt again." She finished, sighing and leaning her head on his shoulder.

"I won't let you get hurt, Lily. I swear it. I will protect you." He paused, and looked into her eyes, "Lily, I love you."

"I love you too."

He was too shocked and happy to do anything but just hold her tight and whisper promises of protection in her ear.

They sat like that for a while until James said

"Now, we'd better get you to bed."

"How? It's dark, and we're right next to the forbidden forest." she asked, puzzled

"You'll see" he said with a grin.

As they got to the bottom of the tree, James said; "Now, Lily, I need you to promise that you won't tell anyone about what you are about to see.

She nodded solemnly, yet slightly puzzled.

When they reached the ground, James stopped and emitted a low whistle. A few seconds later a huge, black shape came slowly towards them. She leaned closer to James,

"What…?"

"Shhh!" he said. "It's okay."

The shape came close enough now for Lily to see that it was a large, black, shaggy dog.

It had something silvery in its mouth.

"Excellent, Padfoot!" James said, extracting the thing from its mouth.

"What's that?" Lily asked. "And, What's that?" She gestured at the dog.

"Could you lay off the drool next time? James asked the dog thing imploringly.

It looked indignant, then looked as though it were melting. Suddenly, Sirius stood in front of them.

"Hey! You try bein' a dog!"

"James?" Lily asked, really shocked at the fact Sirius had just been a dog.

"So it's James now eh?" Interrupted Sirius. "You gonna start calling him Jamie? He hates that….." He shuddered dramatically.

James glared at him "I'll explain later," He said to Lily. "Now can we get on with the plan Padfoot?"

"Right!" And with that, Sirius melted into the dog again and trotted off.

James shook out the silvery thing. "Invisibility cloak" He explained, draping it over both of them.

"Right…." Said Lily, sounding really shell-shocked. "Are you going to turn into a dog too?"

"Nope." He chuckled, "We'll get into that later on. But for now," he looked into her eyes, "I have to get you back to the castle safely…" he trailed of, and then, with hazel never leaving green, he kissed her. "I promise, Lily, I will never let anything hurt you, ever again."

"Oi!" shouted Sirius, "Would ya quit the snog fest under there? I don't have all night!"

Lily and James smiled at one anther, and suddenly, Lily wasn't so afraid.


I would just like to point out that there have been almost 300 hits on this story, but not one review. That's depressing, guys.