Another school week passed with hardly any action at all. James spent both his days and nights fantasizing about Lily. Ever since that night with the whipped cream he hadn't been able to stop thinking about her.

Monday had passed and he had not asked her to the dance. Then Tuesday, then Wednesday; each morning James told himself it would be done before the end of the day, and each evening he was disappointed in his lack of achievement.

Now, it was Friday night and here he was, lacking sleep, and for the first time in his life, lacking confidence.

"What is wrong with you?" asked Sirius. "You have been moping around all week, you look like death and you've barely said two words since you arrived in our room two hours ago. Where is my best friend?"

"Why can't I just ask her?"

"Ask who? What are you talking about? Better yet who are you?"

"Padfoot, would you stop being so damn dramatic!" said Remus harshly. "He is obviously talking about Lily, who else could make him act like this." Remus waved his hand in the general direction of where James lay.

"Alright, so it's about Evans. Okay Prongs, so why can't you just ask her?" said Sirius.

"I don't know!" James said aggressively showing the first sign of emotion all day, "That's what I just asked you. It should be simple, I was all ready to ask her last weekend and then she has to go and lick whipped cream off my finger."

"What the hell are you talking about? Whipped cream? Are you making this up?"

"No! She was eating whipped cream and I tried to steal some so she sucked it off my finger."

"I cannot imagine Evans doing that, are you sure?"

"Of course I am sure, I was there, I felt her lips around my finger and her teeth graze my skin and-"

"ENOUGH!" yelled Sirius "Listen you are driving me crazy, just ask her out, it's not like you ever had a problem with that before."

"You're absolutely right, I just have to ask her. Yeah I'll just ask her and that will be that, and if she says no, well, if she says no, I'll be heartbroken, but at least you guys don't have dates either right?"

"James, have you really been that out of it this week?" asked Remus rejoining the conversation "I asked Addison to go with me on Wednesday."

"Yeah and you were skipping around like a little girl for the whole day after she said yes." Peter, who had just arrived, said. Remus shot him a withering look.

"Okay, you don't have a date though do you Padfoot, I mean you like to play the field, dance with everyone, right?"

"Well actually, I asked Emily this morning and she said yes."

"Peter? Surely you don't have a date, do you?"

"I asked Annabelle Farkas yesterday, sorry James."

"So you all have dates except for me, all because I can't just ask Lily?"

The boys exchanged awkward looks and James groaned and fell back onto his bed just as depressed as he had been earlier, but now determined to ask Lily as soon as possible.

OOOOOOOOOOOOOOOOOO

After another sleepless night James awoke early on Saturday morning hoping Lily was already studying down in the common room. He changed into normal clothes quickly and got ready for the day.

Walking down the stairs he saw Lily snuggled into the corner of the couch writing an assignment. James cleared his throat and sat down next to her.

"Lily?" he said tentatively. She held up a finger indicating one minute. James watched as she finished scrawling a line on the parchment in her loopy cursive. After what seemed like forever she answered.

"Okay, James, what's up?"

"I was wondering if I could ask you something?"

"You just did," she replied with a small smile using a line he had practically coined against him. He smiled too, "Yes, you can ask me a question."

"Would- would you" her eyes probed deep into his and it took all his strength to continue talking and not just stare at her, "Would you go to the Halloween Ball with me?" Immediately he saw her face fall ever so slightly so he added, "as friends of course."

Lily sighed, "If only you'd asked me sooner, I'm sorry but I am going with someone else."

"Who?" James asked immediately. 'Who would dare ask her?' he wondered.

"Charlie"

"Charles Davenport? But I thought you were just friends."

"Of course we are James don't be stupid, we have been friends since first year and with this being our last Halloween Ball he asked me."

"Oh," James replied hollowly "I see." He looked at his watch and faked a startled expression, "You know I really should be going, um quidditch practice, we've got to work hard if we are going to beat Slytherin. So see you later I guess." James got up quickly and hurried towards the portrait hole feeling like every second he remained with Lily brought him closer to some sort of suffocation.

"James," she called as he neared the exit. Not even his strongest willpower could keep James from looking over his shoulder in response, "I'll save you a dance."

Fighting the feelings inside him James mustered a half smile. It wasn't the greatest consolation prize, but he'd gladly take it.

OOOOOOOOOOOOOOOOOOOOO

October began and with it came colder weather. The castle however was always warm and cozy and all the fireplaces were always lit.

James and Lily had fallen back into somewhat of a friendship, but James still couldn't help but want more.

After pining after her for years just being with her was hard and James couldn't help but overanalyze everything she did in his presence.

She seemed so relaxed around him, something James never thought possible. It was difficult however for him to keep his cool with her so close.

One evening James returned to the heads' common room to find Lily laying on her stomach on the couch, her head propped up in her hand studying.

Over the past few weeks James had noticed that Lily spent a lot of time doing work on the couch or in the chairs and hardly any actually sitting at the table. He never would have guessed she would study in such a relaxed manner but she did, and often.

When she was studying like this James couldn't help but watch her. She always looked entirely concentrated and lost in her own little world.

She was also usually kicking her feet or tapping her nails on a book. It would have been annoying to anyone beside James, who found it endearing.

Then there was the matter of her lounging attire. Today, James noticed she was wearing impossibly tight leggings and a long sleeve v-neck t-shirt. Deceivingly, it covered almost all skin, but what it showed was very enticing.

James had just walked in from quidditch practice and was quite exhausted.

"Hey" Lily said without looking away from her work.

"Can I sit?"

"Sure," Said Lily and she flipped her legs up leaving a place for James to sit.

He sunk down into the comfortable couch closing his eyes; it seemed to him that the heads couch was infinitely softer than any other.

After a minute, James felt Lily's legs rest down on his lap. She gasped startled.

"Oops sorry, I forgot you were there." She said moving her feet up again.

"It's fine, you were here first." He said pushing her legs back down.

She went back to her work as James continued to rest quietly, trying not to think about the fact that he was in physical contact with Lily Evans.

This was made difficult by the fact that he could feel Lily's toes moving ever so slightly against his upper thigh. Finally he couldn't stand it any longer and he brought his hands down to still her, brushing his hand fingers lightly against her calf. She giggled.

"James, stop it, that tickles," she said still giggling. He kept moving his hands and she kept laughing. He adored the sound of her laughter; it was so airy and carefree. "James, I'm serious, that tickles, I can't do my work if you don't stop."

James grinned; he loved that he was able to make her smile but now he knew when it was time to stop bothering her.

"Oh alright," he said getting up, "I should probably shower anyway and get to some of my work as well."

"James Potter is planning on doing his school work? wow!" said Lily teasingly.

"What can I say, you're rubbing off on me." James said with a little wink, Lily giggled again as he walked up the stairs. James smiled to himself feeling infinitely less tired than he had just twenty minutes earlier.

OOOOOOOOOOOOOO

A/N this chapter is a little short but next chapter will be longer and… it's finally time for the ball! Let me know if you like the story so far and what you'd like to see next. thanks!

xoxo