Disclaimer: Not my property.

           James hummed as he bustled around his room, picking up the dirty clothes that he'd strewn about since occupying the room. He would have used his wand but for the fact that he had never managed to get the hang of household charms. After he'd thrown the clothes into the big oak closet standing in one corner of the room, he made his bed, dusted and wiped the bathroom clean of whatever had accumulated between the tiles. When the room was sparkling, he walked around, conjuring up candles. Surveying his work, he added a few more candles there and one more over there and nodded happily. There, that would do. She was sure to like it. A knot of uncertainty twisted in his stomach. What if she thought it was just a ploy to get him in her knickers? That was the last thing on his mind. Well, okay, maybe the fifth out of ten but it was still pretty low. He hoped that this would be his chance to finally show her that he wasn't the monster he'd led her to believe he was for all those years.

           "Dungbombs." The portrait opened and Sirius walked in with a low whistle. James spun around. Remus was just behind but Peter was nowhere to be seen.

           "Padfoot's told me all about what you're doing tonight." Remus said matter-of-factly. He took in all the candles and the floor devoid of James' dirty clothes and books. "How did you manage to convince her?"

           "She was looking at me as if I had gone mad but I explained myself and told her that I wouldn't try anything and she agreed." James shrugged, looking at his shoes. He couldn't believe he was lying to the two people he cared about the most but he HAD promised Lily he wouldn't say anything, even though he was dying to tell them the truth. They never kept secrets from each other and he knew they would be hurt and angry when they found out. He cast around for a different subject. "Where's Peter?"

           "He's studying." Sirius snorted. "Still hasn't finished his Potions essay." Peter was the odd man out in their group; more a follower than a leader. He wasn't as bright as his friends and had a lot of trouble with even the simplest of spells. The only subject he seemed to excel at was worshipping his stronger, bolder, bigger friends. Other than that, he was barely scraping P's, getting quite a lot of D's along the way. James had pity on the short, stubby boy who had no particular talents, who wasn't even a good wizard. "So Prongsy, old boy, what do you plan on doing tonight?" Sirius clapped a hand on James' shoulder, snapping the boy out of his reverie.

           "Well, I haven't really thought of that." James could feel his cheeks getting hot; he knew what his friend was insinuating and it made him slightly uncomfortable to even be thinking about it. Why was he acting as if this was his first adventure with a girl? He'd had plenty of experience, knew how to make it good. Then why was he so nervous? Remus, sensing James' insecurities, put up a hand to stop Sirius' monologue.

           "Hold it, Padfoot. I think our friend is a bit-" he paused, "anxious about tonight. James?"

           "I-Okay, well, what if she thinks it's just a ploy to get her in bed with me?" James blurted. Two sets of eyebrows flew up, Sirius' disappearing completely in his hair. James surveyed their reactions sheepishly. He knew they were surprised because no matter how many girls he'd been with before, he'd never once been nervous about what the girl thought of him afterward. True, he'd never really had to worry about it before. All the girls worshipped him and Sirius but for one and her name was Lily Evans.

           "You like her, don't you?" His friends' faces now looked as if all the worrying he was doing about later that night suddenly made sense.

           "I like her, yes, of course I like her. Why do you think I've been moaning about her hatred towards me for so long? I fancy her. But-"

           "But what?" Sirius stared hard. James gulped.

           "But-what if she rejects me? I told her to come here to hear me out, see that I HAVE changed but what if she STILL doesn't like what she sees? Then what do I do? I mean, at least before she hated me for being a toerag but what if, once I bare my soul and all that, she still hates me? I don't think I could take that." As soon as those words were out of his mouth, he blushed, his face going the color of a tomato.

           "James, are you falling in love?" Remus asked, his voice was serious and quiet. James opened his mouth.

           "I don't know." James muttered to his shoes. "I'm not sure of anything anymore." Was he? It was all so confusing. He liked her, yes. But he didn't want to be hurt either. And there was the fact that she had just been raped and was most assuredly not looking for a serious relationship at the moment, much less being intimate with anyone. She hated him, too. At least, he thought she did. It was all so confusing and his brain began to hurt, thinking about her feelings, his feelings, what she wanted and what he wanted and trying to discern through all that muddle whether or not he really loved her. He looked up to face his friends, his face a normal color now though the internal battle was still raging inside him. "Well," his voice had taken on a horrible happy tone that slightly scared him, "let's get to dinner, shall we? I'm starving. Oh, and I think it would be best if I sat alone today. I don't think she'll be too much inclined to sit with all of us and I need to talk to her about a pressing and very private matter." He clambered out the portrait and the others trailed behind, giving each other meaningful looks.

           Once seated, James began looking around, trying to find Lily. He wanted to be seen by Zachariah with her, right after dinner. Just when he was giving up hope of finding her before the meal was over, he caught sight of her familiar red hair. His breath caught in his throat. She was beautiful, of that he was absolutely positive. Her hair hung down her back in one long plait but a few curls had come undone, framing her face. Her lips were shiny and her pale skin was tinted the faintest shade of pink. She looked magnificent and she was headed straight for him.

           "Hello." She said, lowering herself down next to him. He cracked a smile. The tureens in front of them were magically filled with food at that moment and she leaned across him to snatch up a roll. He tensed as he felt her breast press against his arm and could feel the blood rush to his groin. Thanking silently whoever insisted the students wear robes, he shifted slightly in an attempt to find a more comfortable position. Perhaps she noticed his uneasiness because she smirked. "Is something the matter?" She asked, the epitome of saccharine innocence. He didn't know whether she'd done what she did on purpose or whether she was just enjoying the nervousness that was so uncharacteristic of him. That sneaky little prat! She wants to see you squirm. She's enjoying this! The pain in his groin intensified when she licked her lips and bit into the soft roll, watching him but casting her face slightly downward so she was actually looking (flirtatiously, mind you) up at him.

           "H-um, no. Everything's just peachy." He rasped his Adam's apple bobbing up and down as he swallowed. "Are you sure you want to go through with this?"

           "I have no choice. Unless I want to become his slave, and I have no intention of doing anything for anybody, I will be spending the night with you. I am not looking forward to it, make no mistake, but as you happen to be doing me a favor, I will be polite." She was brisk and back to business; there was nothing flirtatious about the way she was addressing him now. Phew. Let's just hope she keeps this "ice queen" façade for the whole night. Otherwise, I don't know if I'll be able to keep from doing SOMETHING. They spent the rest of the meal in silence. When the both of them had eaten their fill of the delicious food, James stood, signaling Lily to follow him but at a distance. He entered the room first, making sure to instruct the portrait to stay open for a bit, and with one sweep of his wand,

           "Alluceo candalae." And at once, all the candles were lit, burning bright and emitting a faint, almost imperceptible smell of vanilla. He glanced once more around the room, checking for anything he might have missed, any last special touches he had forgotten. It looked perfect and he hoped with every ounce of his being that she thought so as well. Raised female voices caught his attentions and he drew his eyes away from his decorating and towards the door. Standing with one foot through the doorway and one foot outside, Lily was fighting with the portrait, which had apparently half closed on her.

           "What are you doing? I'll have no tart entering that room while I'm here." Gabrielle shrieked.

           "I beg your pardon? I am not a tart and I was invited here by your precious Head Boy." Lily retorted, her hands on her hips, glaring at the girl while the girl glared right back. James struggled (and failed) to bite back a laugh.

           "Gabrielle, just let her in. I invited her." James chuckled. Grumbling loudly, the portrait fully opened and Lily walked inside, her head held high.

           "I don't know why you would invite a slag in here." James heard her mumble to herself as the portrait closed and he shook his head. Meanwhile, Lily had stopped in the middle of the room and was looking around, her back facing James. He took two steps toward her and took her hand. She spun around and jerked it away from him.

           "I'm sorry. I didn't mean to startle you." She just watched him. There was something in her eyes that was making him uncomfortable. They followed his every move, warily watching him like a distrustful animal that was deciding whether you were going to be of any harm or not. He cleared his throat. "So, um, want to have a seat?" He pointed at the bed and she backed away, her arm poised to reach into her pocket and grab her wand if he tried anything. "No? Then, how about over there?" He gestured toward his desk and she nodded quickly, settling down in the comfortable chair, her back as straight as a flagpole. An unsettling silence fell and the tension was so thick, James could have sworn that he had trouble seeing Lily from his seat on the bed.

           "I am not here to get into bed with you. I am merely here to get away from HIM." Her chin was high and defiant but there was a hint of a quiver in her words.

           "I never said anything about getting into your knickers, Evans." James looked away, hurt. Why wouldn't she trust him? She was raped, fool! But he never said anything about having sex with her. Was her opinion of him so low that she thought he slept with EVERYTHING that came his way? He wasn't that much of a pig, was he?

           "Then why do you have candles? Why does the room smell so-" Lily faltered, "so sensual? Why does it look like- that- was your intent?"

           "The candles are the reason for the smell. It was supposed to relax you. I didn't want you bristling at everything I said so I put them around the room. Maybe I got a little carried away. And the cleanliness was supposed to impress you. I didn't want you to know that I live like a pig, which I do but you don't have to know that." Oh god, I cannot believe I just said that!

           "Thank you. For, you know." She blushed slightly.

           "Not a problem. But I can't keep acting like this. Friendly towards you one moment, then resentful and angry the next. My friends are beginning to think that I'm going mad." To his immense surprise, Lily laughed.

           "You're already mad. I'll bet they think I'm off my rocker as well."

           "Maybe not completely OFF your rocker but getting there. You're falling off but are holding on for dear life. Once you hit the floor, m'dear, there is no going back." Lily laughed again. James grinned. He liked making her laugh much more than making her upset. She was a lot prettier when her eyes were twinkling and her cheeks tinged crimson.

           "Well, I'm glad to hear that. But why are you being so nice? I mean, before you were a great bullying toerag who thought of nothing other than a good shag. Why are you being so friendly to me when I'm not even all that friendly to you?" He felt a pang at her description of him and a lump formed in his throat when she asked him the question. Here was his chance to prove to her and convince her that he was so much more than that.

           "I-I dunno. I guess a little part of me wants to treat you exactly like you treat me but it's always overpowered. My dark side wants to insult you right back, wants nothing more than to hex that smug little face of yours but there's always something holding me back. Every time I think of doing something to you, something in the back of my head keeps repeating that maybe you don't know any better. Maybe you don't know who I really am but see what's on the outside, how I present myself and that I just don't appeal to you. I don't blame you for hating me, really. I act like such a fucking prat around you that I would probably hate myself if I was in your shoes. It's what's constantly reminding me that if I did anything to you to humiliate you or hurt you, it would only make you hate me all the more and I couldn't- no, can't bring myself to do that." James was no longer looking at Lily. He was looking right past her to something she couldn't see. James, are you falling in love? Remus' voice echoed in his brain. Yes! NO! I cannot love her. She will only break my heart. I can't. I won't!  A little voice screamed staunchly. But you fancy her. Always have. Ever since that day on the train. You know that's why you take such great pains to have her notice you. A more reasonable voice answered calmly. James didn't know. He didn't know if he loved her for her appearance or her personality. But did he even know who she was on the inside? Or did he just see the shell around her?

           "James?" Lily was now right in front of him. He was brought back to reality with a jolt and jumped when he realized her face was just inches from his. "James? I guess I don't really hate you. But you make me so mad sometimes. You think that just because you're a star Quidditch player and have girls practically falling at your feet that all that makes you some sort of hero. And the way you pick on Snape and the Slytherins? Why can't you just leave them alone? You act like they're bugs that need to be stamped on but they're people, too. You have to start looking at them as people. They have feelings and I'll bet it hurts them when you humiliate them just as much as it would hurt you."

           "I-I never really thought I came across that way. Lily, you have to believe me, I do not think I'm a hero. Well, unless I master a spectacular move during a match but that's hardly ever the case. Deep down inside, I'm just as insecure as the shyest person here. I just put up a façade that I'm made of steel, that nothing can hurt me. But," He took her hand and put it on his arm. "I'm made of skin and bone, just like you." What did you do that for, you fool! Now she's really going to think your coming on to her!  But Lily didn't pull herself away at his touch. In fact, her hand was still resting on his arm. He looked into the large, expressive green eyes and saw a number of different emotions jumbled together; apprehension, confusion, awe, surprise, and most prominently, a soft, indescribable emotion that both scared and thrilled him. She was looking at him without a trace of dislike. Was he finally beginning to come across as someone even halfway decent?

           Lily felt a jolt of electricity shoot up her arm when he laid her hand on his arm. She meant to wrench it away but the feel of his skin against hers captivated her and she found she couldn't move even if she wanted to. Had he matured or was it all a very clever ploy and acting skills that he was putting on? She so wanted to find out, so wanted to know exactly what he felt about her but she didn't want to go off playing with fire. He was unpredictable, the conversation they were having proved it. He could act one way one moment, then another the next. She didn't like being cast-away as she had so many times before. She didn't like feeling vulnerable and weak, didn't like the feeling of her heart breaking in a million pieces. She wasn't going to let him do the same to her. But he's being so sweet. Why don't you give him a chance? A small voice echoed in her head. Have you gone blinking insane?!  Another voice raged. You can't let your guard down. He'll only hurt you in the end to get what he wants, make no mistake. You can't ever trust a boy. Especially not him. You've heard the stories. He shags whoever the bloody hell he wants! If you fall for him now, he'll try and shag you too. If you say no, he'll throw you away like yesterday's Prophet. Don't let yourself get hurt.  She was about to tell him that it was all well and good but she wasn't very interested in a relationship at the moment when she looked up. Don't look into his bloody eyes, you idiot!  Her practical voice cried. But it was too late. His hazel eyes caught hers and she was delighted, confused, and surprised to see that in them was love, honesty, sadness and euphoria all at once.

           "James, I-"

           "Shhh." He put a finger to her lips, suddenly tense and alert. He looked toward the door, the emotions fading away to a wary attentiveness. She followed his gaze and there was a noise. A very small one but one nonetheless, just outside the door. She turned back to James but he had stood, his wand gripped tightly in his hand as he moved steadily and quietly toward the portrait hole. He pressed his ear at the door for a second then Gabrielle's voice could be clearly heard from the other side of the wall, causing both of them to jump.

           "I say, what do you think you're doing? You're not allowed in there. No password, no entrance." She sounded both indignant and breathless but her shrill voice screeched the words. There was another voice that answered but it was too low for Lily to hear. "No. No, no one's in there." She saw James nod proudly. The portrait was lying through her teeth. But it worked as she could hear footsteps moving away, growing fainter until she could hear them no more.

           "Good. I taught her well." James smirked, throwing himself down on the bed.

           "Taught who?"

           "Gabrielle, of course. Pad-Sirius used to barge in here all the time when I was sleeping. So eventually I told her that unless I said so, she was not to let anyone in, even though they had a password. Took her a while to break the force of habit but she's got in down now, I should say."

           "See, you're so clever. Why don't you ever try in class? You get passing grades, sure, but you could get so much better if you just applied yourself." Inside, she cringed. How could you lecture him on classwork at a time like this? She expected him to lash out at her, like he'd done in the Great Hall the other day but he just chuckled.

           "Life's so much more fun if there's the element of surprise incorporated into it."

           "But-" She was getting frustrated. He was absolutely impossible! You like that, though, don't you? You like that he can be such a challenge, that he always has a small smirk on his face when teasing you.

           "Now, Evans, don't ruin the mood. We're getting along so nicely. Don't work yourself into a sweat because I don't have the same study habits as you. Just because I don't study twenty-four hours a day, seven days a week, doesn't mean that I don't have goals in life too. I like to have fun too. You should try it someday." She opened her mouth to retort but James held up a hand, shushing her. "How 'bout we see how long we can go without arguing about something stupid?"

           "Fine. But I bet it lasts less than ten minutes." She crossed her arms and stared challengingly at him. He cocked an eyebrow.

           "Oh really? I think we can last more than that if we really applied ourselves. I'll take you up on that bet. If we can go for more than ten minutes without arguing, you'll have to stop bothering me about doing my schoolwork. If we don't, I'll work harder and won't play any practical jokes for two weeks."

           "Ok. I'll take you up on that bet. But I STILL don't think we'll last that long."

           "Oh-" James stopped. Lily was impressed; he wasn't half bad. "So." He leaned back on the bed, resting on his elbows. "This is going to be interesting."

           "How so?" He always managed to make things interesting.

           "All we ever do is fight with each other. If we're not arguing, what are we going to talk about?"

           "We could talk about why you and your friends are so close." Lily blurted out. Why the hell did you say THAT for? He gaped at her.

           "Where'd that come from?" He was surveying her with a mild curiosity and nothing more. There was not a trace of laughter or ridicule in his expression.

           "I don't know." She snapped, her temper boiling over from nerves and embarrassment and anger at herself. "Sorry. I'm just wondering, that's all."

           "If it's the same to you, Padfoot, Moony, Wormtail and I have been through so much together that it would be impossible not to be as close as we are right now. I would die for my friends and I know they would die for me. Why do you ask? Surely you have friends who would say the same thing."

           "As a matter of fact, I don't. My friends are superficial airheads who care about nothing but themselves." Lily bowed her head. "And you can tell about the kind of people I associate myself with when you look at Zachariah. I can't believe I would even think about having something with him." She hated herself for allowing the walls to come down only to be betrayed. She had trusted him with her heart but that wasn't good enough for him. He had to take her virginity as well.

           "Hey, don't blame yourself for what he did to you. There is no way it was your fault. You told him no and he didn't listen to you. HE violated you, not the other way around." James leaned in and there was urgency in his voice, in the way he was trying to convince her that it wasn't her fault.

           "But I dated him. I chased after him." Lily cringed again. Why was she telling all this to him? You hate him, remember? Did she? Why was she allowing him to know things that no one else knew, things she kept hidden in deep, dark corners of her brain.

           "Yes, you might have but there was no way you could have known that he was going to do those things to you. Didn't you tell me that he tried once before but you stopped him and he became angry with you and ditched you for that Chantale what's-her-name? Please don't blame yourself." James put a hand under her chin and lifted it so she was looking at him. "I hate it when you do that."

           "What do you mean?" Her eyes were swimming with tears and her vision was blurry. No, don't cry. She hated crying in front of people. It showed weakness and that was something she couldn't afford to let anyone know she had. She had to be cold and untouchable so they would get the hint and leave her the hell alone. Damn James and those eyes for bringing up the cursed feelings she tried to hide and would rather not feel at all.

           "You always run yourself down. There's never a time when you aren't beating yourself up for one bloody mistake, one thing you haven't done right, or botched. Do you know how many people would kill to be as perfect as you?"

           "I'm not perfect." Lily scoffed, cursing herself for the blood that was rushing to her cheeks. Her pale face burned scarlet whenever she was embarrassed.

           "There you go again. Why can't you just accept that fact that maybe you're perfect? Maybe not completely and maybe not in your eyes but in my opinion, there isn't really anything wrong about you. Not one thing."

           "I don't know how I should take that." She was still staring at him; her eyes were glued to his and there was a spark of something she couldn't describe, something hot that made her very uncomfortable but at the same time, she couldn't tear her gaze to something else. Every red flag in her brain was popping up, every warning was playing over and over and she kept telling herself there was no way she would allow herself to be hurt again. She was too fresh from what happened the last time she allowed the ice inside her to melt. It would kill her to go through that again. James' shoulders sagged.

           "Think about it. How should you take it? I can't tell you. You decide." He took both her hands in his and took a deep breath. He rather looked as if he was steeling himself for the worst. "I really fancy you, Lily. I won't go so far as to say that I love you because, quite frankly, I'm not very sure if I do right at this moment But I am sure that all I want to do is make you happy, see you smile, hear you laugh. When you're sad and upset, that just eats away at me. You deserve to be happy. But whenever I start having some wild fantasy about you and me, I always ask myself if I was good enough for you. A part of me always worried that I wasn't. You're a smart, beautiful, sweet person, Lily Evans, and don't ever let anyone tell you anything other than that." Lily was stunned. No one had ever been that kind to her, not even Zachariah at his best. There was something different about him, something she couldn't quite place.

           "I can't, James, I can't. Not right now. I don't know how I can trust you." He closed his eyes and turned his head slightly, breathing hard.

           "I can wait until you're ready to give me an answer. But don't make a decision right now, ok?" His words contained a faint hint of pleading. He looked so downtrodden that Lily couldn't help but feel sorry for him. Damn you, James. You and your puppy dog eyes.

           "Thank you." Tears welled in her eyes and dropped down her cheeks. She hated that she could so easily show her weaknesses to him. He could, for all she knew, just as easily take advantage and use them to his benefit. But something inside her told her he wouldn't. He wasn't that kind of person. So why was she resisting him with every bit of strength that she had?

           A/N: Well, sorry for the long wait whoever's been reading this. I've just been very very extremely busy with life and school and now summer homework but I promise that I'll try and update faster. Thanks and once again, suggestions are welcomed because I'm running low on ideas for where this is going. Read, write, and be merry