Thank you to everyone that has reviewed my story so far, you're all brilliant! I'm sorry this is only a short chapter, I'm just trying to give everyone an idea of where Lily's frame of mind is.

Disclaimer: As always, I own nothing.

Chapter Eleven

James didn't see much of Lily over the next couple of days. Although Sirius assured him not to take it personally, and Remus told him time and time again that she was just a little distracted lately, worried about the recent attacks on muggleborns, he couldn't help but be a little hurt.

It seemed to him as though she was avoiding him.

At first he hadn't thought anything of it because she had been unusually quiet over the last couple of days. That was until he spotted her laughing with Sirius in the courtyard one break time, only to cease the laughter the moment he walked over. Then when he had found her doing Transfiguration homework in the library with Remus, even though he was supposed to be her partner.

She'd even scheduled her perfect rounds with Benjy Fenwick on the evening of the full moon, which just wasn't like Lily at all.

"Don't you think it's a bit odd that Lily wasn't around to give Remus a hug?" he whispered to Sirius as the two of them and Peter all squeezed under the invisibility cloak together.

It was almost like a tradition for Lily to be there before Remus was taken away for his monthly transformations. She liked to give him a hug, the squeeze of a hand or even just a reassuring smile to let him know he wasn't alone.

But tonight she wasn't here, and James couldn't help but feel it had something to do with him.

"Oh give it a rest, Prongs" Sirius said irritably, shoving him lightly as the three of them made their way towards the portrait hole. "Your constant updates on Lily Evans are starting to drive me mad."

"I just think it's weird" James defended.

"Maybe she just arranged to see Benjy" Peter said from behind them, "She did say he was the best looking boy in this school."

James' whipped around with what he was sure was a murderous glare in his eye as he heard Sirius groan from behind him, "Nice one, Wormtail" he complained, "Now he's going to be obsessing over that for the next two months."

"Do you think she fancies Fenwick?" he demanded, rounding on Sirius.

"I don't pretend to understand the way a girl's brain works, Prongs" he said in a bemused sort of way, "Now can we go, Moony will be wondering where we are."

Just as they all turned to move towards the exit the Portrait Hole swung open and the very object of James' affections stepped through. She was laughing, and the reason why became apparent as James spotted Benjy Fenwick stood just beyond the entrance.

"You really didn't have to walk me all the way back to my dormitory, Benjy" Lily said breathlessly, smiling at him like he was the best thing since sliced bread.

"Trust me Lil, if I hadn't seen you safely back here I never would have slept tonight."

"Stupid, smooth talking Ravenclaw" James muttered and Sirius elbowed him in the ribs.

"Well it was really nice of you" she said, "And thanks again for covering Remus' patrol, I know he'll really appreciate it."

"Any time I get to spend with you Lily, is just a bonus" he winked at her.

James huffed and Peter had to physically restrain him to stop him from diving out from under the invisibility cloak and tackling the slimy git.

Lily just smiled, "I should get to bed" she said, "Thanks again, Benjy."

"Anytime, Lily" he said, smiling.

She turned her back as the Portrait Hole closed and made her way to the girls dormitory, narrowly avoiding a collision as Sirius was only just quick enough to get out of the way. It wasn't until after they'd heard her dormitory door close and James was silently fuming did Sirius turn to him and say, "Come on Prongs, if we hurry we can catch him and push him down the stairs."

But the thought of causing bodily harm to Lily's suitor wasn't even enough to cheer him up, and he was still brooding about it the next day. Because the truth was, that even if Lily didn't want to date Benjy, one day she was going to want to date someone.

That someone was never going to be James.

It was that thought that depressed him the most.

He was glad in a way that tonight happened to be the night he could sneak out with his friends and spend the evening as a stag. His thoughts were almost less human in a way, and he could push the thought of Lily out of his mind as he and his friends explored the grounds together.

That didn't mean she wasn't waiting for him the moment he got back to his dormitory.

The next day felt like hell, his lack of sleep coupled with his thoughts of Lily with someone else were making him crazy and he just couldn't seem to concentrate on anything. He ignored Sirius all through breakfast, choosing instead to try and catch Lily's eye or see if there was anyone she way paying more attention to than normal. Lily simply ate her toast and chatted innocently with Mary, and James ended up with a face full of porridge from Sirius.

He accidentally summoned a bunch of lilies in Transfiguration that morning, rather than the small yellow canaries they were supposed to be summoning. Just after lunch he accidentally knocked his ink bottle all over Sirius' Arithmancy essay that was due that afternoon and he flew so badly in Quidditch practice that evening he almost ended up with two players in the hospital wing. He was entirely sure what had happened, just that he had drifted slightly on his broom and collided with Gwenog Jones who had been heading the opposite way.

By the end of the day he had annoyed Sirius so much his best friend had gone to bed out of sheer irritation, and while Peter tried to look sympathetic James knew he was just as annoyed as the others. He really needed to get Lily Evans out of his system, and with that thought in his head he left his two dormmates snoring in their beds and made his way out of the dormitory and down the cold, stone staircase.

He was just to restless to stay in one place, and he needed some air.

James stopped on the bottom step of the staircase when he heard voices coming from the common room, which he thought was a little strange given how late it was. He peered around the corner into the room and spotted two people curled up on one of the sofas together, they were sharing a patchwork blanket that covered both their shoulders and he could just make out a steaming mug of hot chocolate in the hands of a girl with long, red hair.

For one crazy moment he thought she had invited Benjy into the common room and was almost sick with jealousy. Until he realised that tonight was the night Remus had left the hospital wing, and as he hadn't appeared in their dormitory yet the only other place he could be was with Lily Evans.

It was moments like these that jealousy ate up his insides and he almost wanted to hate his best friends. In those moments when Lily opened up to Remus or laughed hysterically at Sirius' jokes, he couldn't help but feel a little crushed inside.

A part of him wanted to storm into the common room, to ruin their moment by forcing himself between them and demanding Lily notice him.

But that was something the old James would have done, so he contented himself by sitting down on the cold stone step and listening. Trying not to hear the niggling thought that reminded him this was the second time in less than twenty four hours he had been eavesdropping on Lily Evans.

"You feeling any better?" he heard Lily asked softly as she shuffled a bit closer to Remus and pulled the blanket tighter over the two of them.

"I'm just tired" Remus sighed, taking a sip of his hot chocolate. "Thanks for this though Lil, seriously."

"Come on Rem, you don't have to thank me" Lily said, shaking her head and brushing her hair out of her eyes. "It's what friends are for, right?"

"Right" Remus agreed, slowing lowering his mug away from him mouth. "It's just that… not many people want to be friends with a werewolf."

James felt his insides freeze.

He knew Remus had always had trouble opening up to people, and he knew he liked to distance himself from others because of his condition. But he never thought in a million years that person would be Lily. The two of them always seemed so close, and sometimes James had to wonder if Lily had even figured out Remus' condition before the boys had known.

The redhead just looked up at Remus with a sad smile and big green eyes, "Not everyone wants to be friends with a muggleborn either."

James was glad that Remus reached out to hold her then, because he would have been half way across the room doing the same thing if he hadn't.

"You shouldn't listen to them, Lily" he told her softly, running his fingers through her hair.

"Neither should you."

"I have you, and James, Sirius and Peter" he told her quietly, "I don't need anyone else."

"Maybe I do" she said softly, "Maybe I'm tired of being blamed for something I can't control."

"Come on Lil, we both know why you're upset."

"Do we?"

"James."

A spike of electricity zinged through him at the mention of his name. Suddenly he felt hyper aware of his heart beat and the noise he was making as he fidgeted. His ears pricked, as though he was afraid they would come round the corner and find him listening.

He couldn't bring himself to leave though, because he wanted nothing more than to listen to what Lily Evans had to say about him.

"What about James?" Lily replied.

"Don't pretend like you haven't been avoiding him recently" Remus chided softly, "I know those things the Hufflepuff girl said bother you."

"James is Pureblood" Lily pointed out.

"Yes he is" Remus agreed, "But do you really think he cares that you're not?"

"I know he doesn't care" she replied dismissively, "But his mother would, he is from an old wizarding family after all."

"His mum isn't like that."

"She might not be a Voldemort supporter Remus, but I'm sure she still wants her son to make a respectable Pureblood marriage." Lily sighed and swept her hair out of her face, "Or half-blood at least" she muttered, almost as an afterthought.

James was on the edge of his seat as Remus focused in on the only word he was interested in hearing more about.

"Is that your way of saying you're thinking of marrying James?" He asked, a smile leaking into his tone.

"What- no! I mean-" Lily stuttered.

"I do believe you're blushing, Miss Evans" Remus teased, reaching out to poke her between the ribs. "Don't tell me your heart is softening towards our dear old Prongs, he will be pleased."

"No Remus, you can't tell him!" Lily squealed, jumping over to tackle Remus.

As the remainder of the conversation was lost and the two of them began to wrestle, Lily's giggling filled the room and James stood quietly.

He turned and made his way back up to his dormitory, a small smile playing about his lips.

In that moment he didn't think he'd ever been less jealous of anyone.