A/N: Sorry it took me so long to update, but i've had a really busy summmer, and not a lot of time to write. i finished this chapter up yesterday, and i hope u enjoy it! and remember, im totally winging this, so if things dont make sense feel free to tell me.

Disclaimer: u know the drill ppl...sue me and u get slapped.

Lily woke up early the next morning, her heart pounding with excitement. Through her window she could see typical September weather, with a blue sky and puffy white clouds. She climbed out of bed and dressed herself in a tight black turtleneck and her favorite jeans. Her hair was quickly pulled into a ponytail after she shrugged into a comfy blue hoodie. A quick dash of lip gloss and she was ready.

Sirius paced through the Great Hall, getting impatient as he waited for Lily to arrive.

"Where is she?" he asked James. "Didn't we tell her to be here at 9:00?"

James glanced at his watch. "Yeah, but it's only 9:05. She's not that late."

Sirius ran a hand through his hair. "But we've got Potions later this morning. I don't have time to teach girls Quidditch if they're going to be late."

"Don't worry, here she comes."

Sirius looked up and for a second his heart raced. "Wow," he muttered. "She cleans up pretty good."

James nodded his agreement. "Yeah, she does." He glanced at Sirius from the corner of his eye and grinned. "I know that look. Don't even think about it."

Sirius cocked an eyebrow. "Don't even think about what?" he asked innocently.

"Don't even think about trying to hook up with Lily."

Sirius shook his head with a sly smile. "Wouldn't dream of it."

Lily noticed Sirius and James watching her as she stepped into the Great Hall, and she smoothed down her jacket self-consciously. She suddenly felt nervous, remembering that the only other time she'd ever been on a broom had been Madame Hooch's flying class in her first year. Please don't let me embarrass myself in front of Sirius, she prayed silently as she stopped in front of them.

James smiled at her. "Morning!" he said cheerfully. "Ready for your lesson?"

Lily nodded. "As ready as I'll ever be."

Sirius winked at her. "Don't worry. We won't let anything happen to you." He and James exchanged a glance and both grinned.

Oh God, Lily thought, what have I gotten myself into?

"No Lily, you have to roll with the broom! Don't try to control it, just let it flow! Bend down farther, you're causing too much wind resistance! Now lean forward! No, not like that!"

Sirius shook his head in exasperation and Lily groaned. James was trying to teach her some simple flying tricks and Sirius was coaching from below. They'd been working for almost 2 hours and Lily felt she'd been getting steadily worse as time went on.

"That's it!" she cried. "I need a break." She landed on the grass and lay on her back, thoroughly exhausted.

Sirius flopped down next to her. "You're not that bad you know."

Lily groaned. "I'm horrible. The Ministry should ban me from flying. They could make it a law."

James chuckled as he sat on her other side. "Why would the Ministry want to do that?"

"Because I'm a danger to other flyers! I'll probably knock some poor fool off his broom and he'll fall to his death."

Sirius smiled gently. "No really, you're fine for a beginner. And you haven't seriously injured anyone yet."

"Oh yeah?" Lily said indignantly. "What about when I accidentally hit James' nose with the front of my broom? What was that?"

Sirius laughed. "Oh yeah, that did look painful mate."

James rubbed his nose ruefully. "It was painful." He glanced at Lily and quickly stopped. "Oh, I mean, it's ok. It only hurt a little really." He smiled weakly.

She rolled her eyes and turned to Sirius. "See? I'm a danger to everyone around me!"

Sirius shook his head. "Maybe we should quit for today. Lessons start soon anyways."

Lily stood up slowly and dusted herself off. "Yeah, alright. I'll see you guys in class." With a quick wave, she headed towards the castle.

Sirius sighed. "She's really pretty, isn't she?"

James laughed. "Sure, of course she is. But it doesn't matter. I know you, and in a week you'll be on to the next girl, and you'll have forgotten she even exists."

Sirius glared at his friend. "I'm not that shallow."

"Yes you are," James said with a pointed look at Sirius. "And you know it. You don't give a damn about any of these girls. You just like to show off, be the big man on campus."

Sirius picked at a flower growing next to him, unconsciously tearing it apart. James noticed the sign of pent-up anger and but decided to ignore it.

"Sorry to tell you this way mate, but you're a bit of an ass."

Sirius looked up at James with an angry stare. "What, and you think you're any better? You may not have had as many girls as me, but you've treated them just as callously."

"What do you mean 'not as many girls as you'? What exactly are you implying?" James said with a sneer. "If anything, I've had more girls than you!"

Sirius laughed. "You wish! You're a bit of a joke when it comes to the ladies mate."

James jumped up quickly. "You bloody prick! Take that back!" he cried out angrily.

Sirius got up as well. "Why should I take back the truth?" he said coldly. "You couldn't get a girl if your life depended on it!"

"Why don't you put your money where your mouth is?" James said as he took a step forward, his hands balled up into tight fists.

Sirius looked away indifferently. "What did you have in mind?"

"A wager between the two of us. Whoever can get a certain girl in bed by the end of the month wins a hundred Galleons. And the loser has to dress like a girl for a week."

"Deal!" Sirius cried easily, reaching out to shake James' hand. "I'll have one by tonight." He grinned at James. "Too bad Muggle objects don't work on school grounds, cuz I'd sure love to have a picture of you in that dress."

James shook his head. "Not so fast. I get to choose which girl you have to sleep with. And since you're suddenly so interested in Lily, I think the best person for you to try and win would have to be…her friend Katie." James smiled wickedly. "Makes it more interesting, don't you think?"

Sirius gave James a haughty look and shrugged. "Fine. Not a problem." He raised an eyebrow pointedly. "But since I'm winning Katie, you'll have to win Lily. And it'll take a bit more than your dumb luck to sleep with the kind of girl who spends her life in the library. They're notoriously hard to get when it comes to sex.

James laughed angrily. "I've got a hell of a lot more than 'dumb luck' when it comes to girls. And you'll realize that when you're handing me a bag of Galleons, wearing a dress and heels!" He turned and stormed across the grounds, trying to control the urge to run back and punch Sirius in his smug little face.

Sirius watched him go, wondering whether he'd made a mistake. If he lost, he'd have to fork over a lot of money to James, and bear public humiliation for a week. But Lily wouldn't be very happy to hear he'd slept with her friend, since she seemed to want to be with him herself. It would ruin any chances he had with her. The two sides of the situation raged in his mind, giving him a headache, but he pushed his doubts out of the way. Lily can take care of herself, he thought heartlessly. I can't let James win, he'll never let me live it down. And if that means Lily gets hurt, then I guess that's how it is.

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