A/N : This chapter took longer than I expected to update! But to me, it was worth it. I like this chapter very much and am really excited to see how you guys are going to feel about it! It is a bit long but I couldn't do much about it. It has a lot of Sirius-Lily friendship, which I think doesn't get the attention it deserves!

Thanks to everyone who reviewed and alerted my story so far! And everyone who added it to your favourites too. Without your encouragement, I couldn't have finished this chapter.

There was a mistake in the previous chapter about what Lily smells in the potion because I couldn't make up mind about what James should smell like. But now, I've stolen alicenotinwonderland's idea and decided on oranges! I have made the correction in the previous chapter. Thank you alicenotinwonderland for letting me steal your idea!

Disclaimer : Nope, I'm not Jo. No matter how many nights I fall asleep wishing that I wake up as her.

Lily buried her head in her hands, trying to make sense of her tangled thoughts and understand the betrayal she felt. She kept picturing James laughing at Olivia's stupid jokes and wondered why she cared. What does it matter to her who James talked to? Why does it matter that James likes another girl? Was is because she didn't get along with Olivia? But she didn't mind so much that the other Marauders also seemed to be suddenly enjoying her company . But it bothered her that James seemed to like her. It bothered her a lot. And she couldn't figure out why.

These thoughts swirled around her mind and she couldn't make sense of them. Tears threatened to spill over at times but she didn't want to cry. Whatever it was that was bothering her, she didn't think it was worth crying. Crying showed helplessness and Lily Evans was not helpless in this situation. She was merely clueless.

She didn't know how long she sat there but soon the sun set over the lake and a crescent-shaped moon was making its way across the sky. Stars came out and decorated the night sky. But Lily was oblivious to the beauty. She knew her friends would be worried and even James maybe, if he wasn't too busy with Olivia. But she couldn't bring herself to face any of them yet.

Lily was becoming so used to the silence of the night that she was startled when she heard a twig break. Her head turned back immediately to see who it was. She didn't see anyone but she could have sworn she heard another twig snap. A thought occurred to her and her heart suddenly warmed.

"James?" she called out into the darkness.

She heard a swish and she saw the invisibility cloak revealing the person underneath. It was Sirius.

"Oh it's you," she said, her voice not hiding the disappointment very well, "You startled me."

Sirius didn't say anything but simply walked over to her and sat down beside her.

"For a second I thought you were.." Lily couldn't finish the sentence.

"James?" Sirius asked, smirking. "Don't worry Flower. I'm better looking than him any day!"

Lily didn't say anything. She just stared at the water.

"He was worried about you," he said, his voice surprisingly soft now, "Worried that you left so suddenly, wondering what went wrong and wondering whether he said something he shouldn't have. When your friends said they didn't know where you were either, he went a little berserk. He was ready to check the map and go searching for you even if you were at the other end of the forest. But Alice suddenly changed the story. Said you were ill and you were sleeping. Must have sensed you probably didn't want to talk to him. James was dumb enough to swallow the lie but he then started worrying about your health. Asked Alice and Mary all sorts of questions before he was satisfied. We dragged him down to dinner before he changed his mind and went charging up the girls' staircase to check on you," Sirius said, chuckling.

Lily didn't know how to respond to that. But Sirius didn't seem to expect a reply. He tilted his head up and leaned back on his arms and started to observe the stars. After long minutes of silence, Lily finally spoke.

"Where is he now?"

Sirius paused before answering carefully, "At the library. Teaching Smith Tranfiguration."

He looked at her to see her reaction. He saw pain and jealousy flash across her face. But she was strong. She didn't say anything.

"Lily," he called her, his voice still soft.

She turned to look at him. She was surprised to see the lack of mischief in his grey eyes. His handsome features were serious for once. She had seen this face only once or twice before. And she was pretty sure she was one of the very few people who had seen the side of him that this face represented.

Once he was sure he had her attention, Sirius started to speak.

"I remember first day of school. My mom kissed me and said that I would make a wonderful Slytherin and that she would be proud of me when I end up in that house. My dad was too proud to say anything nice but it was clear that even he expected me to end up in Slytherin. But I was scared. I didn't want to end up like the people in my family. I wanted to be in any house but Slytherin. I was scared that I was as bad as my family. But I didn't say anything. I just smiled and got into the train."

Lily didn't understand why Sirius was telling her all of this now. But she didn't interrupt him.

"Then I met James on the train," he continued, a small smile on his lips, "He knew for certain that he would be in Gryffindor. I had heard of the Potters. Knew they were as different from the Blacks as it is possible to be. And James, even though he knew I was a Black, seemed to sense that I was different. We immediately became friends. I got sorted into Gryffindor and I don't know who was happier about it, me or him. Remus joined our group the next day and Peter a week later after we saved him from some third-year Slytherins. You know how we soon became inseparable. James and I became best friends. We shared a passion for chaos and noise and we never need many words to communicate."

Sirius paused here to think. After a few seconds, he continued.

"I remember when we found out about Remus' furry-little problem. James was so sure that it didn't make a difference. It never made any difference to him. He was the one who told Remus that we knew about his lycanthropy. Convinced him that we don't see him any different because of it. He came up with the animagus idea. When he pitched it to us, he was so sure of himself, so confident that it wasn't that big a deal if it means helping a friend, that we immediately agreed. Remus protested of course but he never could convince us out of it."

Lily smiled at this. It didn't surprise her at all that these guys didn't even give it a second thought about helping their friend, no matter how dangerous.

"When I left my family last summer, I didn't hesitate before going to the Potters. I knocked on their door. James opened it, took one look at me and understood. He grinned at me and said 'Figured you would show up here earlier than planned. Your room is ready. Go easy on the posters of the muggle girls. Mum will throw a fit if she sees your new ones.' And just like that, I had a home."

Sirius was smiling widely at the stars now.

Lily always knew James was loyal and valued friendship above but hearing all this from Sirius, the guy who knew James better than anyone else in this world, made her like James even more.

"I remember the first time he noticed you. He always knew you of course but really noticed you in third-year. We were roaming around one day and we heard you from around the corner. You were screaming at someone. Your temper was already well known so we peeked around to see what was going on. You were arguing with three fifth-year Slytherins for harassing a poor first-year who was crying next to you. They looked angry enough to kill you on the spot. And you didn't seem scared that you were making enemies of burly fifth years with much more experience than you. James was staring at you in awe. One of them finally had had enough and raised his wand but thankfully McGonagall showed up just then. And what happened after that, even I was impressed. You started sniffling and told her that the boys were threatening and scaring you and the girl. You were so convincing that even we believed you were a helpless little girl. James was grinning widely by then. But what pushed him over the edge was you kneeling down by the girl after McGonagall left with the fifth years to punish them and you consoled her. Within two minutes, she was laughing and you wiped her tears and took her hand and walked her into the girls bathroom."

Lily interrupted for the first time. "You remember that? Even I had forgotten about it!"

"Hard to forget when that's all you heard James talk about for the next few days. He was staring at you with this crazy look on his face and said 'I'm gonna marry her someday.'" Sirius said, laughing " And a week later, he asked you out. He couldn't shut up about you. When he ran out of things to say about your qualities, he would start describing the colour of your eyes or your hair. Practically writing horrible poetry about them. I remember this one very vividly.. ' Roses are red and so is your hair. But I can't touch it and that's unfair. The sea is green, so are your eyes, everytime i look at them I feel so nice.' And in spite of all your rejections, he was always happy when he was around you."

"James was crazy enough to think that flirting and showing off would somehow make you swoon and that's exactly what he did. Many girls asked him out but he said no to all of them. He was confident that you would one day say yes. But after the lake incident with Snape, he somehow lost that hope. He tried to move on. Didn't work. So he matured. Our pranks became less harmless and more funny. He is still an idiot but a mature one. And he finally won your friendship. And slowly, he started becoming so hopeful that he hasn't dated anyone at all this year."

"Until Olivia," said Lily, bitterness returning to her voice.

"Until Olivia," he nodded.

"Why did you tell me all this, Sirius?"

"Because I don't like Smith. And I rather you were his girlfriend than her," he answered simply.

"Girlfriend? Are they dating now?"

Sirius hesitated before nodding, saying, "She asked him out to Hogsmeade. The trip after Slughorn's party. He said yes."

Lily's heart sank at these words. And she still didn't know why. A traitorous tear escaped her eye and slipped down her cheek. Sirius noticed it and put a consoling arm around her shoulder.

"I don't even know why it bothers me but its bothering me a lot. Why does it matter whether he dates her? Yes, I never got along with Olivia but so what ? I still don't get why it should upset me this much."

"Because you love James," Sirius said matter of factly, as if he was simply stating that it was a cold night.

But Lily didn't take it as casually as he seemed to. She sat up straight at those words and started wide-eyed at Sirius.

"I do not love James Potter!" she exclaimed a little too loudly.

"Come on Lily. Don't be daft. You have been in love with James for quite a while now."

"I have?" Lily squeaked.

Sirius rolled his eyes. "For a smart girl, you are incredibly dumb. Everyone has noticed the change in you Lily. You find excuses to talk to James and laugh at all his silly jokes. You always make sure you sit with us during meals. You stare at him with a small smile when you see him do something nice to someone and laugh more than the others when he pulls off a prank. And you are always hugging him. Seeking him out to simply talk. Ask him to sneak you into the kitchen late at night. And look at him starry-eyed when he is laughing like a maniac or acting like a complete goof."

Lily looked at him, her mouth open in shock.

"I don't do all that! We have just become very good friends that's all. Maybe I think about him more than I need to and notice all tiny little things about him that I don't notice in others. Just because I find it incredibly adorable when he helps out younger students, doesn't mean I love him. I just like that he cares that much about them. He maybe wonderful and adorable and dumb and handsome and maybe I do notice all this but that doesn't mean that I love him!"

Sirius was looking at her in amusement. Lily was frustrated to see him looking at her as if she was missing something obvious and that he found that incredible funny. No matter what he said, she isn't in love with James Potter. She doesn't love his adorable laugh or his endearing habit of running his hand through his hair. She doesn't love his soft messy black hair or his round glasses that kept sliding down his long nose. She doesn't love his huge hazel eyes behind those glasses and the way she could learn so much about him by just looking at them. She doesn't love the twinkle that is always present in those eyes and how she could never quite tell whether they were more green or golden. She doesn't love how he always makes her feel safe and how he always knows exactly how to cheer her up and she certainly does not love how he makes her forget all the bad things in this world and how he makes her think only of the beauty of this world and how he makes her feel like she should fight for it. She doesn't love his sense of loyalty and bravery and humour. She doesn't love his smile or his laugh.

She doesn't love that he sits next to her and patiently teaches her Transfiguration spells when she is frustrated and rude. She doesn't love the look of amusement on his face when he sees her reading while everyone else is lazing around. She does not love how he makes patrols less boring with all his wild stores. She doesn't love how he falls asleep doing homework sometimes and mumbles incoherently about Quidditch and Sirius' secret desire to dance ballet.

She doesn't love James Potter.

"Merlin's pants, I love James Potter!" she exclaimed, now in deep shock.

"What was your first clue?" Sirius smirked, amused by her late realisation.

Suddenly Lily panicked. She squeezed Sirius arm tightly. "I can't love James Potter!"

"Ouch Lily!" Sirius winced at her tight grip, "Why not? What is wrong with my best friend? He maybe a little dim-witted but he isn't that boring to hang out with. And I heard he is a fine kisser too. Not great but satisfactory."

"This isn't the time for jokes Sirius," Lily said and Sirius seem to realize Lily was genuinely panicking, "I'm in love with guy who used to be in love with me! I've fall in love with him after he has moved on! I'm in love with James Potter!"

"Lily calm down! You really are daft. James hasn't moved on. He is still in love with you."

Lily looked at him skeptically. "Of course he has moved on."

Sirius opened his mouth to argue but Lily cut him off, "He said yes to go out with Olivia."

Sadness laced her voice. She looked down at the ground between them and stared at a lonely grass sticking up. The feeling she could now name, jealousy, washed over her and she suddenly felt exhausted and unbelievably sad. It seemed cruel to her that she fell for the same guy who was in love with her for three years only after he moved on to Olivia-bloody-Smith.

"Lily," Sirus said softly, lifting her chin up with his fingers, "James still loves you. He may have stopped asking you out but he still loves you. Smith doesn't mean anything."

Lily shook her head, not believing him. She saw how much fun James was having with Olivia today. He must really like her to say yes only after talking to her properly for a day. Besides, Olivia was beautiful. She was tall and fair and incredibly pretty. Of course James likes her. Every boy in the castle liked Olivia. Well expect Sirius, Lily thought, but Sirius is not the one I'm in love with.

To her horror, she felt tears on her face. She quickly wiped at them and told herself to get a grip. It wasn't the end of the world. Sirius noticed her tears and sighed. He pulled her into a hug.

'You are so dumb Lily. James can't see you love him and you can't see he loves you. You guys drive me crazy. Tell him how you feel and then you will know I was telling the truth."

"No!" Lily screamed, sitting up straight, "James should never know. It would just make it awkward between us when he says he doesn't like me back. I don't want to lose his friendship too. Please don't tell him!"

"But Lily-" Sirius started.

"Please!" Lily said, looking up at him. Sirius saw her green eyes pleading with him, wet from the tears, and reluctantly agreed.

"Fine. But I will tell him if things go out of hand."

Lily nodded gratefully. She wiped her tears completely.

"Maybe we should head back to the castle," Sirius said. He glanced at his watch. "Blimey, its 9 already. Let's just grab a quick bite in the kitchen and head back the common room. Alice and Mary are worried about you."

Lily nodded and stoop up. When Sirius followed suit, she grabbed his arm to get his attention.

"I know you were planning on skipping it but could you please come with me to Slughorn's party? I wanted to ask James but.."

Sirius smiled at her. "Of course Lily. You didn't think I would abandon my sister, did you?"

Saying this he took Lily's bag and, draping it over his shoulder, took her hand and pulled her in the direction of the castle.

"Hey Lily. You will not believe who else got a date during dinner. Remus finally picked up the courage to ask Mary to Slughorn's Christmas party. It seemed like everyone is going to this Christmas party. Wonder what is so special about it..."

A/N : So, what do you think? I really hope you liked it! I had a lot of fun writing it. Even though Sirius seemed less goofy and silly here, I still enjoyed writing this side of him a lot. Maybe I went a little overboard with it? Please share your thoughts!

I thank FreeElfDobby for giving me the 'horrible poem' :D Next time I want something silly, I'll come to you again :P