Author's Note: I realize that Lily was supposed to be very good and sweet natured and she is, but she's human and I wanted to write her with a little bite. So, this chapter you're going to see some jealousy as she's very conflicted over her feelings for James.

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Chapter Two: A Second Chance

James lead the way to the Head's dormitory. He knew the castle like the back of his hand…as did his friends. They had even created a map in the fourth year to detail all the secret passageways and rooms of the castle. Knowing it as well as James and his friends did meant that they never ran out of things to do. Although James and his friends (self dubbed the Marauders) knew plenty more about Hogwarts than most of the student body (and even some of the teachers), James knew he didn't know all of Hogwarts secrets, and doubted that he ever would.

He rolled his shoulders, feeling at ease in the castle. Feeling at home.

"I missed being here," he commented to Lily, longing for her voice to fill the silence that accompanied their footsteps.

"I did too," Lily remarked, yawning.

"Tired, Evans?" James smiled, gently putting his arm around her shoulders. Lily frowned slightly and wiggled away.

"Yes," she said cautiously.

"We're nearly there," James told her, withdrawing his arm and trying to ignore the sting of rejection he felt.

Lily studied him intently, the way his jaw had clenched when she'd pulled away from him, the reflection of hurt in his eyes, and she felt…guilty.

Why should I feel guilty? she asked herself, chewing her bottom lip. It's James bloody Potter!

"Here we are," James said, tossing her a sheepish smile. "Sorry about…well, the arm thing," he'd had time to think it over and realized it probably wasn't the best move. "I didn't mean anything by it, it was a totally platonic move."

"It's alright…" Lily answered awkwardly, glancing at the painting of the frumpy old wizard.

"Password?" he said, his green eyes twinkling at the pair of them.

"Hippogriff," James answered. The frumpy wizard nodded once, winked at them and then swung forward to reveal their new dormitory.

Lily stepped inside, taking in her new surroundings with a gasp of awe.

The common room was large, big enough to hoist meetings with all the Prefects comfortably. Two large, comfortable looking red couches sat in the middle of the room with a coffee table in between them. There was ceiling to floor bookshelves along the entire length of two walls, encasing the common room in books. A fireplace threw off a comfortable amount of heat, and the mantel was full of little knick knacks that Lily touched gingerly with her index finger.

To the right was a small galley kitchen. Lily walked over there next, opening the cupboards and finding them brimming with snack foods, coffees, and teas.

"That'll come in handy on all the late nights well be having," James remarked, impressed. He was standing on the other side of the counter, leaning on it casually. At his words, Lily felt the heat raise to her cheeks and her heart flutter.

"Excuse me?"

"Oh! I meant with our Head duties, and my Quidditch stuff, and school in general," James quickly said, bemused by her response. "I didn't mean it, you know…that way, although I won't lie, that would be nice."

He was watching her intently, his eyes were full of heat. A tingling sensation knotted in her stomach, just below her belly button. James absently ran a hand through his hair, and went to say something.

"Don't be a pervert, James," Lily scolded, breaking eye contact with him. She gingerly stepped around him and headed towards the hallway, where the bathroom and two bedrooms were.

The bathroom was fantastic, with a soaker tub and a shower. No more having to share a bathroom with a bunch of girls, Lily thought, relieved. Although…I'll have to share it with him, she added, frowning slightly.

"We'll work out a schedule for the bathroom," she told him, continuing on down the hall. It was disconcerting to have him walking so close behind her, and her heart fluttered with anticipation and…want.

What the hell Lily! Get a gripe, she told herself firmly.

There was one door on her left and one on her right. The one on her right had a little plaque with "Head Girl" carved into it. The one on her right had the same thing, only it said "Head Boy".

"Well that solves the fight over the rooms," James joked.

"I wonder…" Lily thought aloud, opening the door to her new room. Her trunk was already at the foot of the large queen sized bed. The room was done up in Gryffindor red and gold, with a wardrobe, a dresser, a desk and a night table. She stood in the center of the bedroom, looking back at James with a coy smile upon her face.

James felt his body respond to her, smiling coyly in her room and standing so close to her bed. He tried to check his thoughts before they could get carried away.

"You wonder what?" James asked.

"Come here," Lily said, almost seductively to James's ears. Then and again, he thought everything she said and did was seductive.

He cleared his throat, feeling as if his shirt collar was tightening. She's not asking for that, you wanker, James scolded himself. Nevertheless he couldn't help the ridiculous grin that spread on his face.

"Asking me into your room so soon, Evans? And I thought I was the perv," James grinned, taking a step forward. He collided into what felt like a stone wall, but was actually an invisible magic barrier.

"Just as I suspected," Lily laughed. The surprised look on James's face had been worth it. "Good night James!" she added, before using her wand to slam the door in her face.

Once alone, Lily flopped down onto her comfortable bed and bit down on her lip, trying to slow her still quickening heart. What's gotten into me? She wondered.

XXXX

The next morning, Lily awoke to the sunlight streaming in from her window and going right into her eyes. She stretched comfortably, muddled with sleep and trying to make sense of the dreams she'd had, involving her new roommate. She was frustrated with herself but they had been…pleasant.

Groaning, she rolled over and glanced at the clock on her night table.

"Bloody hell," Lily said, shooting up out of bed quickly and wiping the sleep from her eyes. She had less than less than 45 minutes to get ready and have breakfast. Lessons would follow immediately after. She dressed quickly and then used a quick freshening up spell on herself, since a shower was now out of the question.

She grabbed her wand and book bag, making her way hastily to the loo. The door was open, so she went to walk in but was met with a surprise.

James was brushing his teeth, standing in front of the sink clad in nothing but a towel around his waist. How could she not look? It'd be a crime not to.

He definitely had spent the summer getting familiar with a gym, and the pay off was incredible. James had muscles in all the right places. She'd be blind to deny that he was obviously very attractive.

But I'm not attracted to him, Lily thought meekly, mouth still agape. Yes you are, very much so, a small voice inside her head admitted.

"Morning Evans," James nodded before leaning into the sink to rinse his mouth. He put his tooth brush in the holder and dried his face on a towel, then turned to face her.

"You could have closed the bloody door," Lily muttered, averting her gaze quickly. "If you don't mind, I need to use the loo before tomorrow, preferably."

"It's all yours," James said thickly, looking right at her. His hazel eyes holding more meaning and making Lily's pulse jump. She stood aside so he could get passed, but he still unintentionally brushed up against her, as his body was too large to fit through the narrow doorway with her standing in the way.

Lily slammed the door when he'd cleared it, and all but growled inwardly when she heard him chuckling as he walked to his room in nothing but that bloody towel. It was almost as if he was enjoying making her flustered.

Well, two can play at that game, Lily told herself as she showered, smiling smugly as she remembered the look on his face when she invited him into her room the night before.

Thankfully, James hadn't waited for her. Lily made her way quickly to the Great Hall, sitting down beside Alice and intently ignoring James's gaze.

"Nice to see you two haven't killed each other yet," Sirius remarked as Lily's plate magically filled with pancakes and sausages. He was sitting across from Lily, beside Margo and James. He had his arm around her best friends shoulders, and Margo was leaning slightly towards him. Margo swatted him gently in warning.

"Yeah, it's a bloody Christmas miracle," Lily muttered darkly. Her mood had turned foul as she couldn't quite chase away the image of James in the towel. It was frustrating.

"Someone wake up on the wrong side of bed?" Sirius raised his eyebrow, drawing away from her as if she was about to bite his head off. Margo sent him another warning look and smiled apologetically at Lily.

Lily chose to ignore him, focusing her attention instead on her breakfast. She looked up from her plate only when Sirius had completely engaged himself in a conversation with his friends and Margo.

"Does this mean we'll be seeing the lot of them more?" she whispered to Alice, her eyebrows furrowed.

"Yup," Alice grinned. "Better get used to James, Lily."

Great, Lily thought, feeling mostly irritated by it…but she also felt a little happy, and she couldn't for the life of her figure out why. It's James bloody Potter! She reminded herself.

XXXX

The first day flew by, and the Professors wasted no time assigning homework to their students. In no time at all, Lily found herself sitting at the Gryffindor table eating dinner with four more added on to their group, just like at lunch.

"I know you're dating Sirius, but must the rest of the group accompany him every where he goes?" Lily mumbled to Margo, tilting her head in James's general direction. She realized with contempt that Annabel Westlink, a sixth year Gryffindor with long curly black hair and brown eyes, was flirting heavily with him. Annabel was in the midst of laughing shrilling and putting her hand gloriously on James's upper arm. He said something to her, and she laughed like it was the funniest thing in the world.

Lily didn't know why it bothered her so much, but it did. It's just irritating, she thought. She didn't even hear Margo's reply, she was too busy stabbing the food on her plate.

"I'm feeling overwhelmed already," Peter whined from across the table, drawing Lily's attention from the Annabel-James flirting session. "I don't want to do it, it seems almost pointless."

"What do you mean almost pointless?" Remus asked him, frowning. Even James turned to give his friends' his full attention, living Annabel pouting slightly. Lily resisted the urge to roll her eyes at Annabel.

"It's just this business with, you know. The War and everything," Peter explained. His watery eyes darting back and forth from each of his friends as he gauged their reaction to his little outburst.

"You may learn something that will come in handy after we graduate," Lily told him, unable to stop herself. "Besides, the Ministry doesn't accept Aurors who don't have their N.E.W.T.'s" She knew that James and Sirious wanted to become Aurors, and that Remus had expressed an interest too. She wasn't sure about Peter though.

Come to think about it, she didn't really know Peter at all.

"Are you planning on becoming an Auror?" James asked Lily curiously, drawing his full attention to her and looking at her intensely.

"Of course, I want to do everything I can to help stop…the war," Lily answered, trailing off. She tried to ignore Annabel's dirty looks but secretly felt pleased that she'd drawn James's attention away from the busty brunette. She tried to tell herself it was just because Annabel shamelessly flirted with any and every good looking guy at Hogwarts and the girl was straight up rude to other females. How she got sorted into Gryffindor was beyond even Lily's understanding.

"You definitely have the grades," Remus told her, and Lily smiled her thanks.

"It doesn't take just grades," Annabel rolled her eyes. "You have to be brave. No offence Lily, I don't think you have it in you to be brave."

"How the bloody hell do you know?" James asked before Lily could retort. His voice was uncharacteristically stern. "I think she'd make a great Auror."

"You only think that because you want to bed her," Annabel scoffed, her face red. "Exactly why I said that, because she always lets people rise to her defence. Whatever, I'm out." She stood up to leave, grabbing one of her friends by the arm and all but dragging the poor girl away from her half finished plate of dinner.

Lily should have been angry about what Annabel said, but she couldn't help feeling smug that James had defended her. She felt a little victorious too. Plus…James hadn't even argued with the whole bedding her thing. At that thought, Lily felt the warmth spread in her stomach pleasantly, and she quickly looked away from James's to her plate.

"Well, that exchange was awkward," Sirius joked, loosening his collar playfully. The group fell silent as they watched Professor McGonagall head towards them from the staff table.

"Ms. Evans, Mr. Potter, I'd like to see the both of you in my office after your finished your suppers," Professor McGonagall said sternly.

"Yes Professor," Lily and James said in unison.

"It's about the schedule for the Prefects and our Hogsmeade trip days," Lily explained, rolling her eyes at the inquisitive looks of her friends.

"Bollocks, I didn't -" James started, but was interrupted by Lily.

"I know you didn't, I've handled it," she told him, her voice gentle. It was why she'd stayed up so late last night. She couldn't settle, and any time she did she thought of James and that curious sensation she felt whenever he looked at her. She was feeling it even now, it was beginning to get a little irritating. Kind of.

"Well thank you very much, Head Girl," James said.

The Great Hall was beginning to clear out as students made their way out to enjoy the evening before curfew. Soon it was only the seven of them.

"I'll be seeing you later," Alice told them. "I want to get to the Owlery to mail a letter before curfew."

"We're going to go back to the common room," Margo added, glancing knowingly at Sirius.

"We might as well go play a game of Wizarding Chess," Remus said, and Peter nodded. They stood up and followed Sirius and Margo out of the Great Hall after they all said goodnight to one another.

"Well, that was quick," James joked. "Do I smell or something?"

"Yes," Lily replied, smiling. She stood up. "Well, I might as well go back to the dorm. I'll need to get the schedules and what not…" she added awkwardly.

"I'll come with you," James offered. He stood up as well and they made their way to the Heads dormitory.

This isn't a good idea, Lily thought. She went up to the dorm with him anyway.

James waited in the common room while Lily fetched the parchments from her bedroom, and they made their way quickly to Professor McGonagall's private office. Several times along the walk, James resisted the urge to take Lily's hand…just for the contact.

When they came to Professor McGonagall's office door, James knocked firmly twice.

"Come in," Professor McGonagall's stern voice answered, and the door swung open at her words.

"Good evening Professor," Lily greeted, sitting down in the first chair in front of Professor McGonagall's desk. James grinned at her and winked. How typical, Lily thought, bemused.

"Good evening Ms. Evans, Mr. Potter," Professor McGonagall said. She put down her quill and looked up at them with stern yet affectionate eyes. Professor McGonagall was quietly passionate about her students, she loved them like her own children, especially her Gryffindor students, but she was always stern with them. "How are you finding the Heads' dormitory?" she questioned.

"It's large, and quiet, very peacefully," Lily answered honestly.

"Nobody's snoring but my own," James added, grinning. "Well, unless Evans' puts a silencing charm on her room. Regardless, I haven't slept better in years!"

"I'm glad to hear that," Professor McGonagall said, nearly smiling. "Our Head students get their own dormitory, as you know, so that they can be anywhere almost immediately and not upset the rest of the students around them. That and your duties require constant communication and work."

Lily and James nodded in unison, having already been aware of all this, but they let Professor McGonagall detail what she expected of them regardless.

As her Professor and House leader spoke, Lily found her thoughts venturing elsewhere…to James, mainly, and how delectable he'd looked that morning in just a towel.

Delectable? Lily asked herself, almost wanting to laugh aloud.

If someone had told her that she'd enter the new Hogwarts lesson year being attractive to James, she'd have laughed at them. Sure, she'd always thought he was very attractive, but the whole Severus Snape thing had kept her resentment pretty high. She and Severus had been friends before Lily had even received a letter to Hogwarts. Although, when it comes to his friends…he does stand up for them, Lily thought, thinking about how James had never hesitated to rise to the defence of those he cared about. Like in the Great Hall at dinner…

"Now, do you have the schedules for the Prefects drawn up? The Hogsmeade date picked?" Professor McGonagall was asking.

"Oh, yes," Lily said quickly, fumbling for the parchment. She handed it to Professor McGonagall and waited while she read it.

"Yes, very good," Professor McGonagall nodded her approval. With a wave of her wand, the parchment disappeared. "I've sent copies out to all the Prefects," she said, noticing Lily and James's curious looks.

"We thought that October 15th would be a good day for the Hogsmeade trip," Lily said. "Then the students can shop for their Samhair Ball dresses and robes."

"Yes, that's perfect," Professor McGonagall cleared her throat, then turned to look directly at James. "And have you picked a date for try outs?" she asked, referring to Quidditch.

"Don't worry your pretty head about it Professor, try out's are held tomorrow and the next day," James grinned, winking.

Only James can get away with talking to Professor McGonagall that way, Lily thought, suppressing the urge to smile.

"Good. I've grown accustomed to winning," Professor McGonagall answered, traces of a smile playing on her lips. "Now, you best be returning to your dormitory. I still expect you both to maintain your amazing marks."

"Of course Professor," Lily said sincerely, standing up. James followed suit, also nodding.

"Well, that was easy," James commented, grinning as they walked down the corridors towards their dormitory. Lily was growing more and more nervous with each step she took, and she couldn't explain why. "I remember back when being called to McGonagall's office used to mean instant trouble," James continued.

"Yeah…I remember that well," Lily said pointedly, giving him a look. "Why'd you guys stop with the pranks anyway?"

"Who said we stopped? Maybe we've just gotten better at it," James joked. His face grew serious after a moment. "I guess the gang and I just haven't really felt that pranking urge, what with the war…"

"Oh," Lily bit her lip. It certainly made sense.

"We've just got a lot on our plates, all of us," James shrugged. "Maybe we'll get back into it this year."

James paused outside the frumpy wizard painting that guarded their dormitory to give the password. The frumpy wizard swung forward, winking again at the both of them, and they stepped into the common room.

As soon as the painting swung shut, the same tension started building up between the two of them.

"Well, goodnight then," Lily said quickly, turning to head towards her room.

"Wait a minute," James gently grabbed her arm. "It's not even 8pm…"

"I've got a lot of homework," Lily tired.

"We have the same classes Evans," James rolled his eyes. "I'm not used to going to bed at such a elementary time."

"Oh?" Lily couldn't help but feel a sense of jealousy, wondering just what James had done to occupy his time. Annabel popped into her mind, throwing back her head to laugh while she touched James's arm. None of your business, Lily told herself firmly.

"Yeah, usually I play a game or two of Wizarding Chess…you know?" James gave her a cocky grin, his hazel eyes drinking her up. "Why don't we play?"

"James I -" Lily started, trying to think of an excuse.

"Come on Evans, are you afraid I'll beat you?" James's eyes twinkled.

Lily scoffed. "I doubt that."

"Prove me wrong," James challenged. "Just one game?"

XXXX

"I don't understand why Head's get their own dorm," Lily commented to Alice and Margo as they walked to class the corridors were crowded, but nobody was paying any attention to their conversation. She was wondering how the bloody hell she was supposed to live with James for a year and not have anything happen between the two of them.

"Are you complaining about the quiet?" Alice asked her, smiling slightly.

"No, of course not," Lily answered, a little too quickly. She was thinking about the night before, about how close James had been…about all the lust she felt towards him. And all over a foolish game of Wizarding Chess. Nothing had happened, but if Margo had been around she surely would have remarked about the "eye shagging" they were doing, and point out all the sexual tension in the room.

She blushed at the memory, embarrassed with herself. Her feelings of attraction for James were getting stronger and stronger, and trying to resist them was getting more and more difficult.

"Spill Lils," Margo demanded. "I know when you're keeping something from us. And you're keeping something from us."

"It's nothing, really," Lily muttered, blushing.

"Bull," Margo rolled her eyes. "Just get on with it, before we get to class."

"Okay, fine," Lily huffed. She took a deep, steadying breathe. "I think…I'm attracted to James," she finally said after a moment, her voice low.

Alice and Margo exchanged a glance with one another, and then started laughing hysterically.

"You're just discovering this now?" Margo finally managed. "There's been…something between the two of you forever."

"No there certainly hasn't!" Lily retorted, blushing even more.

"James's has spent the last 5 years asking you out and vying for your attention. Bloody hell Lils, he's even hexed anyone who ever said anything remotely bad about you!" Margo exclaimed.

"Shhh," Lily demanded, glancing around to make sure nobody was listening to them. Annabel and her friend, the girl she'd pulled from dinner the evening before, Lana McGee, were a few paces behind them.

"I guess I just don't understand what's so wrong with feeling an attraction towards James," Alice pondered.

"Because he's always been an arrogant toerag!" Lily rolled her eyes.

"Well, he's matured a lot since back then," Margo defended him. "I spent a lot of time with Sirius over the summer - and he lives with James."

Lily pursed her lips thoughtfully.

"Lils, we're not saying you need to go out with him or anything, but don't fight your feelings because James used to be someone he isn't anymore. To be perfectly honest, I don't even think he ever was an arrogant toerag. I mean, he's self assured and has confidence in himself…but is that really a bad thing?" Alice said wisely.

"I suppose not," Lily sighed. "In the carriage on the way to Hogwarts from Hogsmeade…he did ask for second chance…he asked to be friends…"

"So give him one," Alice said, point blank. "It might be the greatest decision of your life."