A/N: Hi! Here's my take on how Lily and James got together in the first place. It starts right after the "Mudblood" scene that J.K. provided us with.

Disclaimer: I don't own Harry Potter or any of the many things it includes.

Lily ran up the corridor, heading back to the common with tear-filled eyes threatening to spill over. She quickly screamed "Crumple-Horned Snorckack!" as she thundered towards the portrait hole, passing through as soon as the Fat Lady opened it. Many of the first years sitting around the fire heard her storm into the room and soon abandoned their spots so there was no possibility of upsetting the angry prefect any more.

Lily plopped down on the couch, trying to wipe the tears as they fell down her face. Eventually she gave up and let the tears flow freely, small, muffled sobs sounding into the cushion beneath her head. Once the tears had slowly come to a stop, she sat staring into the fire while the shock of the day's events kept her mind running at top speed.

Why would Sev say that to her? How could he do this? She asked herself, but more tears welled in her eyes as she realized that she had an answer. He's not Sev anymore. He's been one of them for months, and you've turned a blind eye in the hopes that things would change, but they won't.

A few times she heard the portrait hole open and close, but she didn't bother to look to see who saw her there, and continued to cry in silence.

After several minutes, she felt the cushion next to her sink slightly, and not wanting company, she began to stand to go to the dormitories. However, just as she was about to walk away, a large, rough hand grasped her wrist. Lily stopped for a moment, took a deep breath, and was about to wrench the hand she knew all to well away from her as she thundered up the stairs, when he spoke.

"Look, I know you hate me, and I know you know that I don't really care about old Snivellus, but I'm sorry that he took my taunting out on you. You really didn't deserve that." James Potter said in a voice that sounded sincere as Lily turned back to face him.

"Do I really look like I want to be talking to you, Potter?" Lily growled back, both pain and anger glowing in her brilliant green eyes.

"Sit, Evans." He said, patting the seat next to him, an abnormally serious expression spread across his face.

"Why should I?" Lily said with as much contempt as she could, though her voice faltered a little and another tear rolled down her cheek.

"Sit." He said softly, not explaining himself, but not letting go of her either. She sat hesitatingly, trying to decipher if this was all just another sick game of his.

"You two are friends, aren't you?" He asked, looking out the window.

"Why do you care, it's none of your-" She paused for a moment as he gave her a solid look. "Yes. Well, we were."

"Were? You aren't friends simply because he called you a… well, you-know-what?"

"Our friendship's been fading since the start of term. He's spending more and more time with the future Death Eaters, and I can tell they're up to some scary things. I don't want to have friends who practice dark magic." James nodded. He slowly let go of her arm, but she did not get up like he had expected.

"Well I'm sorry he exploded at you like that. Is there anything I can do to make it up to you?" He smiled, but it was sincere.

"Well, Potter, I could use a little bit of help with the spell from transfiguration, and since you're the only one who seemed to get it, maybe you could…"

"Show you?" His smile inflated. "Anything for you, Lily."

"Thanks, James."

For a minute as they sat in silence, Lily and James seemed to get lost in each other's eyes. Slowly, James began to lean in and Lily slowly reciprocated his actions, both their eyes fluttering closed. She could feel the warmth of his breath on her face, as time seemed to slow down, allowing her to take in this moment. Just as he was about to close the gap between them, the portrait hole swung open, revealing a shocked Sirius and Remus standing a few meters away. The two jumped apart, immediately jumping into a somewhat-forced argument, trying to fool the other two into thinking that nothing new was going on. Black looked thoroughly convinced, and Lupin tried his best, but it was obvious he had sensed what they were doing, looking slightly amused at their childish behavior.

"You arrogant toerag!" Lily screamed, concluding the "argument" that had developed, and then continued to march up the stairs to the girls' dormitories, smiling silently to herself.

Over the next couple days, James kept his promise and helped her with the transfiguration spell until she was fully able to vanish a cat. Both seemed to have completely forgotten the almost kiss, and danced carefully around the topic. Everyone else in the school seemed to think they had gone mad overnight, because they started fighting louder, harder, and more often. Sometimes they began to duel, but Lily had to force herself to stop before a teacher came along and revoked her prefect duties.

Nearly eight days after her fight with Sev, Lily found herself caught in the Great Hall all alone with James at the Gryffindor table, being eyed carefully by her ex-best friend. Once Lily noticed this, her face grew suddenly rigid, as if she had eaten a particularly rotten fish. James, noticing her sudden change in mood, leaned over to her.

"Something wrong?" He asked gently, not wanting to ruin the very fragile friendship growing between them. When she nodded towards Severus, he immediately understood. "Do you want to leave? I can bring you something before History of Magic if you like, I mean it's no problem-"

"Thanks for the offer, Potter," she smirked slightly, "but I can't live my life avoiding him." Her smirk faded into a sad smile, but perked up again when her friends came in, confused looks plastered on their faces, but smiling contentedly all the same.

"Sitting with James here, are we?" Her best-friend Dorcas said, before smiling and muttering "'Morning, James". Although Lily had always despised James, Dorcas had always been decent friends due to family connections and Quidditch, Dorcas being one of the beaters of the Gryffindor team.

"Who are you and what have you done with Lily Evans?" Her other best-friend Alice questioned a look of mock horror plastered upon her face.

Sirius Black walked up to them and answered Alice's question. "I know what she's done!" He said with a mock-serious expression. Lily's friends leaned in in mock-anticipation. "She's become Lily Potter! I knew it would happen someday, but I hadn't expected you to win her heart so soon, mate!" Everyone around the Hall laughed, including the few teachers who were early to breakfast. The only three people who didn't laugh were Snape, who was glaring at both Potter and Black, James, who was staring down at his plate with a blush creeping up his face, and Lily, who didn't waste time in smacking Sirius with her History of Magic book.

"Potter was just helping practice the vanishing spell one more time, right?" She raised her eyebrows with a stern look as she turned to James and saw him look relatively confused.

"Yeah of course." He smiled, though Lily could tell that he was confused. They hadn't gone over the spell since the night before. Lily grabbed her book and started to get up and move away from the section of the table that the Marauders had begun to inhabit, but was stopped when a large, calloused hand grabbed her wrist gently for the second time in two weeks.

"Potter?" She queried, turning to him with a look that most would assume was slightly annoyed, though James could detect a little fear and curiosity in it.

"Yes, Evans?" He smiled up at her now standing form.

"You have my wrist."

"I do. Anything else?"

"Could you let go?"

"Why?"

"So I can move."

"Why?" Lily didn't answer his question, but looked into his eyes with an expression of impatience. James dropped her wrist, but neither broke eye contact.

"Thanks for letting me leave, Potter." She turned and began to walk, but stopped when she heard James calling after her.

"On one condition."

"And what would that be?"

"Call me James."

"Alright."

"And-"

"And?"

"And go out with me." His famously arrogant smirk washed across his face, and Lily decided to whack him with her History of Magic textbook as she started to walk away again.

"James, I'll go out with you when you start acting more mature that a first year."

"Come on, Lils! We both know that's never going to happen!"

"Exactly." She muttered under her breath, smiling as she turned to see him still rubbing his arm.

A/N: I realize it may seem soon to have them starting to be friends and almost kiss, but my reasoning is that Lily was really upset and wasn't thinking quite clearly, and since James was being really nice to her and wasn't acting immature, she sought comfort in him. They aren't really friends yet, but Lily is starting to hate them less.

Thanks for reading!

-The Pen and the Spoon :{D