AN: I made some changes to the beginning of the first paragraph because I'd initially forgotten that the Marauders stay up all night on full moons. It's not necessary to reread, just know that this now is the three nights James stayed up for Lily.

The second time James stayed up all night, it wasn't because he was nervous. It was because he was planning.

-JPLE-

Sirius was crashed on his couch. Remus had left hours ago. Peter was who-knew-where.

James scribbled away on a piece of parchment. He was surrounded by parchment, some balled up and near the wastebasket, others carefully stacked in a messy pile next to him. He had sent out many owls the night before, and he was surrounded by the stuff they had returned with. He ran around like a madman, putting everything in place. It was five am. James hadn't slept. By seven, his flat was hardly visible under the mess. He woke Sirius who took one look at his place and began to laugh.

"Have fun cleaning this up, James," he chuckled.

The look James gave him made him stop laughing immediately.

"Oh, no! I am not helping-" Sirius was interrupted by James stuffing an armful of – well, Sirius wasn't really sure what it was, actually.

"Go set that up."

"Where?"

"The park, genius! GO!"

Sirius went. James was scary when he got like this.

James double checked everything.

He triple checked everything.

Then he quadruple checked everything.

It has to be perfect, he thought.

He was frazzled but ready when he apparated to Lily's flat at noon, his hair as groomed as it ever was, a Muggle suit on with a Gryffindor tie (which he really hadn't been able to resist).

The picnic went perfectly. The weather was glorious, the exact sort of fine spring day that James had been hoping for.

The play afterward (Hamlet, because Lily harbored a love of Shakespeare) was actually entertaining enough to keep even James awake in the dimly lit theater.

The dinner began perfectly. The fancy restaurant James had reserved was full to bursting, but James had reserved a quiet table on a balcony in the back, overlooking all of London. The view was beautiful, the food delicious. James couldn't believe his luck.

-JPLE-

"James. James, wake up!" A hand on his shoulder shook him awake. James blinked away the grogginess and looked around. Lily was smiling gently at him.

"James, the restaurant is about to close. They need us to leave."

"What?" James took in the situation. He had food smeared across his cheek. He flushed.

"No, no! I fell asleep?"

Lily grinned.

"No! Today was supposed to be perfect! I planned it perfectly!"

"Maybe you should have planned more sleep?" she asked wryly.

James sighed.

"This isn't exactly how I wanted this to go."

"James, today was perfect. It was sweet and beautiful and peaceful, and that's not so easy to do, lately. I don't care that you fell asleep."

"Lils, you don't understand."

"What don't I understand, James?"

He sighed again.

"Keep in mind, I intended this to be a bit more romantic," he murmured. "And I certainly didn't plan for the food on my face." He grinned sheepishly, before kneeling before her and reaching in his pocket.

"Lily Evans, I loved you from the first moment I met you. I looked at you, and I thought, 'That's the girl I'm going to marry.' And I loved you all those years in between, when you wouldn't look twice at me. But then you gave me a chance, and my love for you only grew stronger, and, miracle of all miracles, you grew to love me back. I can't bear the thought of a single day without you by my side, Lily. I won't ever stop loving you. Will you marry me?"

A single tear slid down her pale cheek.

"Oh, James," she murmured, and she went down on her knees in front of him. She kissed him, food-face and all. "Of course I will."

"Despite all this?" he asked, gesturing to the fiasco that was meant to be an important, romantic dinner.

"Despite all this," she confirmed, kissing him again.