Disclaimer: I do not own any of the characters you recognize.

Chapter Three

James returned to his compartment in a rush. He slammed the door and sat down staring out the window, not saying anything to his fellow Marauders. His mind reeling with the last conversation he had with Lily.

"Prongs? What's up? Did something happen at the meeting?" Remus asked gently.

"I don't want to talk about it." James answered angrily.

"So what happened with Lily?" Remus questioned, trying to get to the bottom of his friend's bad mood.

"You don't know it's about her!" James said. Remus just rolled his eyes. "Forget it. It doesn't matter," James stated, not taking his eyes off the window.

"Hey!" Sirius interrupted, "You said you were over her!"

"Sirius, you have known James for over six years! You should know him a little better than that," Remus stated at his clueless friend. James stayed silent.

"Oh," Sirius said looking at James, who was still looking out the window oblivious to world around him.

Lily sat, pretending to read her Charms book, but she couldn't get James's hurt look out of her mind. His words kept going through her head like a broken record. Her conscience was starting to come into the picture, and it filled her with guilt.

'We should at least try to get along… don't even try to apologize… I give up… I love you…' She was starting to develop a headache, her head pounding with his angry words. She started thinking about the past few years. Those constant invitations to Hogsmeade from him were supposed to be some stupid prank he was playing on her! They weren't supposed to be real! All those times she turned him down because she didn't want to be just another one of his conquests, come find out now, he was serious about her. She couldn't even imagine how much it must have hurt him, even though he never showed it. With this thought, her guilt only increased. She knew she had to apologize, she just didn't know what his reaction might be. From the way he acted earlier, it might not be good, but she couldn't go long feeling the way she did now. She knew she had to do it before they got off the train, or it would never happen.

Lily got up from her chair and walked towards the compartment door. Each step she took seemed to put more and more weight on her shoulders. She slowly opened the compartment door and walked down the isle, looking in each compartment as she went. When she saw James staring out the window, his forehead pushed against the glass as his friends stared at him, her guilt only increased. She lightly knocked on the door and James didn't even look up. Sirius slid the door open and stared at her.

"What do you want, Evens?" he stated with anger clearly evident in his voice, "If I know you, and I do, you are never one to seek out a friendly conversation with us."

"I just wanted to talk to him," Lily stated quietly not taking her eyes off of James. Sirius looked over at his best friend, who had not broken eye contact with the window.

"Look Evens," Sirius stated tonelessly, "Right now isn't the best time-"

"Just leave, Padfoot," James interrupted quietly, not moving anything but his mouth. Sirius motioned for Remus and Peter to follow him. Lily moved out of the way, and the boys headed down the isle, to the other end of the train. She entered the compartment in silence and shut the door behind her. She went to the seat across from James. They sat in an uncomfortable silence until Lily couldn't take it any more.

"James, could you at least look at me?" Lily asked pleadingly. James lifted his head and turned to met her gaze unwaveringly. Lily searched his face, which was completely void of all emotion. "Thank you," she answered quietly, trying to come up with the right words to say. They sat there for a few more minutes until James spoke up.

"If you aren't going to talk, you may as well just leave," he said coldly, turning back to the window. Lily looked on at the defined features plastered on James's face. His jet black hair was lying on top of his head, looking as if it hadn't been combed in weeks, not that that was new, and his glasses rested on the bridge of his slopping nose, covering the soft hazel eyes she knew so well. Lily was staring at the boy she hated, or at least she thought she hated. He finally turned back to her. "What?" he asked in the same toneless voice he had used before. Lily's eyes shifted to the ground.

"I just wanted to say that I am sorry for what I said to you. It was unfair of me to judge you that quickly, but I think the way you have acted for the past six years was reason enough to jump to that conclusion." Lily said slowly. James just stared at her in disbelief, before speaking up.

"God Lily, I am sorry for how I acted before but that isn't reason to yell at me when I didn't do anything!" he responded almost yelling at her, "Just because I was a prat before doesn't mean that I can't change!"

"I know that but the way you acted so egotistical when I first saw you in the Head's compartment just led me to believe that you were the same as you have always been!" she yelled, starting a full blown row.

"If you just came here to yell at me, you can leave right now because I think that two different arguments on the same train ride between the head students is a pretty bad example to be setting!" James said turning back to the window. Lily huffed and left the compartment.

Sirius had just finished turning a sleeping Snape's robes into frilly, pink, lacy ones, when Lily went rushing by the compartment. Remus went out and watched her hurry into another compartment. Then Sirius, Peter, and Remus went jogging down back to their compartment to find James in the same position they had left him in.

"Hey Prongs, what's wrong with Evans? We saw her rush past Snape's compartment so fast you would think she saw Malfoy showering." Sirius said. James just continued to look out the window for a minute before he responded.

"We had another row, not that that's new," he stated, his voice void of all emotion. If his friends could have seen his eyes that would have seen the misery, sadness, hurt that Lily put there, but they couldn't. James struggled to keep his face plain and unaffected. He didn't want to let his friends know about the internal war he was having over Lily, but he had a feeling that they already did. It wasn't his fault she couldn't take the time to know him better. 'Yes it is. You did act like a prat in the Head's compartment' said the little voice in his head. James knew that he had been a complete ass to say the least, but when he was around her, he couldn't help himself. His mouth went faster than his brain, and it seamed as if he had no control.

For being the Marauders' compartment, it was unusually silent, but no one inside seemed to notice. They all had other things on their mind.

Lily entered her friends' compartment, and they all looked up.

"Lily!" they all cried at once. They all started asking questions about her summer and the Head Boy. Lily just walked into the compartment and sat down wordlessly. Everyone stopped and stared at her. She only said two words.

"James Potter." All of her friends shot glances at each other instantly understanding.