A/N: I adore this story… Really, I do.

"Morning," Lily said happily as she sat down between Remus and Sirius, across from James and Peter.

She didn't quite know why, but she felt good today; like things were going to be alright.

She also couldn't help but notice two things; One, Remus was eating like a wolf, she almost thought he was forgetting to chew before he swallowed, though he looked rather cheery. And two, the others liked as if they could sleep standing up.

"You all look exhausted," she noted. Sirius laid his head on the tabled and looked at her, his long hair falling in his face, "You have no idea."

She smiled at him, then looked at James who had his head in his hands, elbows on the table and she laughed, "I don't guess anyone's up for Hogsmeade then?"

Sirius gave her a tired smiled, which she took as a polite 'No'. Remus, who had finally stopped eating, shook his head, "Sorry, I've got to finish my essay."

Lily then looked at James who sat up, "Yes," he said quickly, then cleared his throat as Lily laughed, "Yea, sure, of course." He corrected himself.

"You've…got char on your face," Lily said leaning forward and wiping black dust off of James' eyebrow.

"Oh, I…blew up my cup for charms," James explained. Lily laughed loudly throwing her head back.

The four of them grinned and at the entrance to the Great Hall; Severus Snape stopped walked, spotted Lily laughing at James, her hand still on his face, turned and trudged out, angry.

.

An hour later James and Lily met in the Common Room, Lily wearing white Capri's and a gray sweater; James, jeans and a t-shirt.

Hours later, after three butter beers and several sweets, they were walking about the grounds, going nowhere, talking about nothing and everything.

"So you're an only child?" Lily asked him.

He nodded, "You?

She smiled and shook her head, "I've got an older sister, Petunia."

James laughed, "Another flower."

Now they were rounding the Black Lake; Lily took a seat underneath the large Birch tree, James beside her, their backs sharing the trunk.

"You're not nearly as bad as I thought you were, you know?" Lily stated nudging his shoulder with hers.

James laughed quietly, "You're not so bad yourself," he cleared his throat, "But I already knew that."

Lily blushed looking up at him through her eyelashes, and then she cleared her throat and looked out at the lake. "Can I ask you something?"

"You just did," James smirked.

Lily laughed and shook her head, "Why were you always so mean to him?"

"Who?" James asked innocently. Lily looked up at him, narrowing her eyes. He laughed, "Oh, Snape."

She noticed him blush out of the corner of her eye, "Do I really have to tell you?"

Lily smiled, "No, of course not."

James was taken aback by this, normally the person would say yes. He was surprised by just how nice she actually was.

They sat in silence for a while, "Because…" James spoke slowly, choosing his words carefully, "He had all of your attention…and I don't think he deserved it."

"He did," She said softly, "Until recently." She looked over and smiled sadly at James.

He slid his arm around her back comforting her, she exhales bringing her knees up to her chest, "There's a lot of things you don't know about Severus Snape, James."

"I know enough," He same narrowing his eyes at the lake.

She shook her head, looking over at him, "You don't."

She cleared her throat this time, noticing she was picking up James' bad habits like clearing her throat when she was nervous, or tapping her pencil against her desk when she was thinking, "His mother's lovely, but she loves her husband more than she loves anyone in the world. Even Severus," Lily shook her head, "I find it unfair."

James raised his eyebrows, "That's it?"

Lily shook her head, "His father hates him, so naturally…" She didn't finish her sentence because James face changed from apprehension to understanding easily.

Eileen Snape loved her husband, whom hated his own son, more than anything in the world; meaning she would never care for her son as much as she should.

"Don't get me wrong, when Mr. Snape isn't around Eileen is a perfect mother; better than perfect really. But…I guess simply saying; There's a reason he looks uncared for; would do the situation justice."

James sighed, he felt bad...for not feeling bad for it.

Lily as if reading his mind, said, "Severus…hates pity. He'd never want anyone to pity him. But he's not bad." She narrowed her eyes at the lake, "Or he wasn't."

James sighed, Lily looked over at him again, and "Can I ask you a question?"

James smiled, "Of course."

She looked out at the lake again as a mermaid stuck her head out and screeched at a few third year boys who were levitating bigger rocks and dropping them in the center of the lake. "Why were you really so mean to him?"

James grinned then sighed, he reached under his glasses rubbing his eyes. Lily smiled a little, watching him, she giggle quietly (so quiet it was barely audible) James Potter was growing on her, she had to admit.

He blinked at her, his eyes stinging from rubbing them to hard, "Because he had you."

Her brow furrowed in confusion, "I don't understand."

He smiled wearily at her, "Of course you don't. You're oblivious to everything."

She raised her eyebrows, "Excuse me?"

He shook his head, "It's not a bad thing…actually it's adorable."

He cleared his throat, "You never noticed when someone's looking at you, or watching you, or…checking you out or anything."

She looked at him incredulously, "What are you talking about?"

"Snape fancies you." He said simply.

She laughed remembering Severus say the same thing about James at one point in time, "Arrogant toe rag," she murmured.

"What?" James said looking confused.

She shook her head, "I still don't understand what you're saying, James. Who's looking? Who's watching? Who's checking me out?"

James took a deep breath, "A lot of guys."

She rolled her eyes, "No, it's true!" He demanded.

"Lily, you have no idea how truly sought after you are, do you?"

Her brow furrowed again and James laughed, "Tons of blokes like you. They're mean to Snape, because he has…had…you."

She snorted and shook her head, "We were just friends."

"Didn't look like that from a distance," he muttered.

She looked at him, "You're a git."

He nodded, "I'm honest."

She sighed, "Well no one will get confused now, will they?"

He grinned, "No. Now they'll think you're with me."

She laughed loudly, "They don't know how wrong they are."

His jaw dropped dramatically and he gasped loudly, "I was wrong about you, you're not nice at all!"

Lily laughed and swatted at him, missing and falling forward against his shoulder. He laughed keeping her from falling, their faces were close.

They both got very quiet, not saying at word just looking at each other. James moved closer and Lily closed her eyes.

"Oi, Potter!" Someone called from a distance away they immediately backed away from each other, scooting further apart, beat red.

Remus Lupin and Sirius Black were walking up to them, luckily they hadn't seen anything. "We've been looking for you two everywhere." Sirius said dropping down across from Lily.

"Did you finish your essay?" Lily said, smiling at Remus.

"No," He said obviously annoyed, "I didn't understand half the things I was reading."

"That's because you weren't paying attention in class," Lily laughed, "Here," she moved over next to him, taking his book from him, "I'll help you."

The rest of the afternoon Lily spent helping Remus reread the History of Magic assignment. Then helping him write and correct his essay; meanwhile, James and Sirius played Fanged Frisbee nearby. James kept looking over at Lily though, unable to pay any real attention to anything but her.

On the other side of the lake sat Severus Snape, he'd seen the whole thing; from the very beginning.

In his mind…James was winning.