Lily Evans sat in the Potter's study writing an essay for Potions. She had already written several pages past the requirement, but she wanted to cover every aspect of the assigned topic thoroughly.

"Hey Evans," Lily looked up from her paper to see James Potter standing in front of her wearing only a pair of swimming trunks. Lily's eyes roamed over James' lean arms and chest, his muscles were well developed from his quidditch training. Lily was suddenly reminded of the day in her bedroom when James had pressed her against the wall in a searing kiss. She had not thought of that day again, as it had been overshadowed by the events of the next day. Yet now she felt the sudden desire to allow James to once again press her up against the wall and kiss her, she wanted to feel his muscled arms around her, wanted to be pulled close to him, wanted to once again feel his lips on hers.

"Snap out of it!" she reprimanded herself. "Potter is the epitome of everything you detest. He is lazy, arrogant, and he constantly disregards the rules. Besides, the only interest he has in you is that you are the one girl who ever turned him down. If you were to give in to him you would just be another notch in his belt, just another conquest. You would go from being respected to just another slut."

"I said hey Evans!" James said more loudly. Lily had a slightly dazed look on her face. He would have liked to think that it was in reaction to him, but it could also be she was still absorbed in whatever she was working on.

"Oh sorry, I guess I just blanked out for a moment. Did you want something, Ja…Potter?" James' heart leapt in his chest. Maybe she had been staring at him. After all she had almost called him James.

"Sirius and I were going to go swimming."

"I gathered that based on your attire."

"Yeah, well I um or we um were wondering if you wanted to swim with us." He stated hopefully. Lily's judgment was suddenly engaged in a civil war of drastic proportions over James' offer. On the one hand this would allow her to spend more innocent time in the company of the shirtless James Potter; on the other hand this would only encourage the unacceptable fantasies currently developing in her mind.

"No, I should really finish this homework." Lily said trying to sound firm. James however, noted the unsure nature of her tone and decided to use it to his advantage.

"What's the matter? Scared, Evans?" He said with a wry grin.

"Scared? Yeah right, Potter. I'm not scared of the water."

"That wasn't what I was suggesting. I think you're afraid of me and how devilishly good looking I am. Admit it you're afraid you won't be able to keep from fucking me senseless. Don't feel bad, it's a problem lots of women have."

"You arrogant toerag," Lily said, clearly enraged. "You clearly cannot tell the difference between liking and loathing. Let me assure you Potter, I have no difficulty in refraining from 'fucking you senseless'".

"Whatever you say, Evans darling, I still think you're scared."

"Fine, I'll swim not because I want to but because I love proving you wrong!" Lily said enraged at Potter's behavior. This was exactly why she would not allow herself to sink into the trap in which plenty of other girls had fallen. James Potter was an insatiable, obnoxious, arrogant boy, who she absolutely detested.

James and Sirius splashed each other and used muggle water guns they had bought in a nearby muggle store to engage in an epic water battle. Lily watched the two boys from the window of James' room. Her nerves had gotten the best of her. No boys had ever seen her in so little clothes before. Her bathing suit was not overly revealing, in fact it was fairly modest. It was an ivy green simple bikini. It was several years old because, unlike Petunia who felt the need to buy a new bathing suit as a fashion statement every single year regardless of whether or not she would use it, Lily did not like shopping extravagances. She had bought it two years ago for her family's summer trip to the French Riviera and had not worn it since. Lily turned away from the window and returned to scrutinizing her reflection in the mirror. Petunia would have said that Lily's appearance in the bathing suit had drastically improved over the past two years, in fact most people probably would have agreed. Yet, Lily could not help feeling incredibly self conscious. The last time she had worn the bathing suit she had been a flat chested stick of a 14 year old girl, now however she wore a 34C size bra and her hips had filled out nicely. The bathing suit had always been big on her, so Lily supposed that this was how it was actually supposed to look, but that did not make her any more confident.

"I might as well just being wearing my bra and knickers," she said with a sigh. Besides her concern over showing too much skin in the presence of James and Sirius, there was also the concern of her skin itself. Her mother would say she was porcelain, Alice called her ivory, she thought they were all just nicer ways of stating the obvious: she was pale! She usually used other colors, such as green, to accent this feature in a positive way, but she could find nothing positive about such volumes of her paleness being displayed.

"Well, at least my hair looks good," she said with a defeated smile. She had put her long red hair into a high pony tail that accentuated her profile, and would hopefully allow the sun to light her hair nicely. Perhaps the golden quality of her hair in the sunlight would be enough to distract from her pale skin and her developed figure.

Sirius aimed a shot from the water gun directly at James' face, and to his delight it not only hit the distracted James directly in face, but he was so distracted that he seemed to not even notice.

James Potter felt the impact of the splash but he did not respond, for he only had eyes for the goddess that appeared before him. Lily had just appeared by the side of the pool and James could not help himself from gaping at her. Sirius shot another round of water at his face, probably trying to keep him from looking like a complete idiot, but James did not respond. This could be the only time he ever saw such beauty displayed and he wanted to absorb it all. Her beautiful hair glistened in the sunlight like a fire, her perfect skin stretched out before him like the most beautiful of white sandy beaches; her green almond shaped eyes sparkled even more than usual. It had not escaped his notice over the past year or so that Lily had grown from a child into a woman, but never had the evidence been so clear. Her prefect, round breasts were there in front of him, contained only by the pesky bathing suit. He could stare at her for hours.

Lily felt her face heat up as the blush crept up her face, but she could not help it. James was ogling her like she was something to eat. She thought of the looks he had given her in the common room over the past few years, which she had in her head described as looks of hunger, they were absolutely nothing compared to the look on his face now. His mouth hung open in what she assumed was surprised and his eyes roamed over her body as if he were trying to devour her. As soon as the shock of James' reaction wore off, the anger set in. How dare he look at her like she was a piece of meat! How dare he not even try and hide his obvious pleasure in seeing her like this! This was exactly why she detested Potter! Well, it was not the only reason why she detested Potter, he had given her plenty over the years, but it was definitely one of the reasons. He obviously did not see her or any other females as people; they were just a piece of ass to him. Some girls, well quite a lot of girls if all the rumors she had heard were true, might not have minded being treated like an object by James Potter and Sirius Black, but she would have none of it.

The familiar feelings of anger and of loathing for Potter filled her with confidence. Gone were her anxieties about her appearance, gone were the fleeting feelings of butterflies upon seeing him up close again without his shirt, gone were any doubts she had regarding her hatred of Potter. She was back in familiar territory and she would use it to her advantage, she would repay him for the way he had forced her into swimming and for the way he was now looking at her. She cleared her throat loudly which seemed at least to bring Potter out of his thoughts about her body. She marveled for a moment that the sound of her clearing her throat could do what Sirius and several shots of water to James' face could not do.

"Well that just proves how randy teenage boys only have a one track mind," Lily thought to herself. She cleared her throat once more and then she began.

"What's the matter, Potter?" she asked innocently, "Haven't you ever seen breasts before?" She said with a wicked smile playing on her lips. James stared at her, opening and closing his mouth wordlessly. He could not believe that little minx, why wasn't she embarrassed? Why had he allowed her to turn the tables on him? This was supposed to be his day to make her feel uncomfortable and make her realize how attracted she was to him. Now all he had managed to do was reinforce in her mind how attracted he was to her.

Sirius watched his friend with a look of disappointment and pity. James was acting like a 12 year old boy who had never seen a girl before. Sirius would have to intervene on his behalf.

"Oh, he's seen plenty of them, Evans!" Sirius called with a bark of laughter. The sound of his best friend's voice seemed to zap James brain back to life. He was James Potter, he had seen girls with a lot less clothes then Lily Evans was wearing now. Hogwarts had been his and Sirius' own personal playground in more ways than one. Yes, they were the schools biggest pranksters, but they also had a bevy of girls more than willing to do whatever they wanted. And here he was in his own backyard allowing Lily Evans to make a complete and utter ass out of him. Well no more! If she wanted to play he could play too, and win.

"Oh, that's right I forgot I am in the presence of Hogwarts biggest players." Lily said with a roll of her eyes.

"At your service," Sirius answered with a mock bow as James spoke up for the first time since Lily had arrived.

"None quite as lovely as the ones currently in front of me, though Padfoot," James said addressing Sirius.

"Oh, I'm flattered, Potter!" Lily said with a disdainful look. "You really know how to compliment a girl."

"You deserve it, my beautiful lady." James said with a grin. She was blushing again, he loved making her blush. "You have no idea how you're beauty affects me."

"Oh I think I do," Lily said with a smile. She would show him, stupid arrogant prat!

"Now, how could you possibly know that Evans, you're not inside my head?" James said.

"I don't have to be inside your head, Potter. I have eyes, and that thing protruding from your swimming trunks tells me all I need to know." Sirius could not help but let out a bark of laughter at Evans' words. She was good; he had to give her that. Lily watched in delight as James' eyes widened in shock at her words. James quickly attempted to hide the aspect of his anatomy that was causing his best friend and Lily so much delight, but in his meager attire it was impossible. He could not believe she had just referenced that aspect of his anatomy again! This was twice in the two days! Since when did she do anything but yell at him? What had caused this new fighter to emerge? The part of him that loved to get her riled up was intrigued and if possible even more enamored by her than before, the part of him that liked to win and had always had in his opinion the upper hand was determined to regain control over the conversation.

"Well, Evans since my current predicament is your fault perhaps you could assist me with resolving it."

"My fault," Lily said. James had managed to catch her by surprise by his proposal. Her cool, calm composure that had held her steadfast throughout the past few minutes in her exchange with James wavered for a moment. "How is your predicament, did you call it, how is that my fault?"

"Let's look at the facts Evans. You place your gorgeous self right in front of my eyes and then my healthy teenage body responds because of your presence and you think it's not your fault!" James said the swagger evident in his voice; he would show that little minx.

Lily Evans glared at James Potter for a moment and then a smile broke out on her face. It was clear that Potter thought he had Lily beaten, well she would show him.

"You're absolutely right, James." Lily said smiling sweetly.

"I what," James said confused, he knew he was always right but she never admitted it. "Did you just admit that I am right?"

"Yes, you're completely right James! It is my fault that you're in a predicament right now and it's only right that I help you out with your little problem."

"You do? You are willing to um help me out with my little problem. Hey! What do you mean little problem? I can assure you Lily that there is nothing 'little' about my problem." James said. He was completely stunned by her offer but he would not waste time questioning her. His heart had begun to pound rapidly in his chest and he felt his member give an excited leap at Lily's offer.

"Sorry, I guess I had a Freudian slip there. Come on Potter, I don't have all day, get up here so I can help you out." James nearly flew up to where Lily was standing. He was wearing a stupid grin on his face that made him resemble a dog begging for a bone.

"Shall we go up to my room?" James asked excitedly.

"Yes I suppose we should. I do need to get my wand after all." Lily said with a smirk.

"Evans, why do you need your wand?" James said clearly confused.

"For the shrinking charm of course! You could not really believe that I would help you with that problem in any other way, Potter!" Lily said with a wicked grin. James' eyes grew wide in shock, she was good, and he had to admit that. However, while Lily Evans may have won this particular battle, James fully intended to win this war.

Lily Evans fell back on the bed with a burst of laughter. She had finally beaten James Potter. She had played the game of one upping with a horny teenage boy, and she had won!

"HA! Let that be a listen to that obnoxious git!" She was done with letting him embarrass her with his overt flirtatiousness and often time's crude behavior. For the past five years she had merely yelled at Potter, making her feelings of loathing clear, or she would simply ignore his overtures; but no more. She was a smart witty girl who could and would hold her own. If Potter insisted on his boorish behavior, she would ensure that it was he and not she who was embarrassed by the exchange.

James Potter paced the room he now shared with his best friend, Sirius. Sirius was lying on his bed thoroughly enjoying himself at James' expense.

"You should have seen your face mate! It was bloody hilarious," Sirius said laughing.

"Well what can you expect? She's never acted like that before! Rest assured my dear Mr. Padfoot, I will repay Evans in kind. She thinks she's won, well I'll show her."

"I never thought I'd doubt your scheming abilities my dear Prongs, but my money is on Evans this time."

"What do you mean you're money is on her? How can you bet against me? I'm your best friend!" James said incredulously.

"Easy, I saw your pathetic performance this afternoon." Sirius mimed James' open mouthed expression. "I thought flies were going to start nesting in your mouth, mate!"

"As I already explained, she caught me off guard!" James said.

"Even if I allowed for that excuse, my money is still on Evans."

"Why, damn it?" James asked becoming beleaguered.

"Evans has the upper hand. You, my dear Prongs, are limited in your weaponry."

"How am I limited?"

"There are some things you won't do. For example you could easily defeat Evans by using your cloak for any number of naughty activities."

"I am not going to be a voyeur! She would never forgive me for that!"

"Yes, and that would be creepy. Something I would expect from Snivelly, but this proves my point. You are limited because there is a line you will not cross in fear of permanently offending Evans. She has no limitations, in fact she would probably love to permanently offend you, and it would make you leave her alone."

"Ah, but I have a secret weapon." James said with a smile.

"What secret weapon?" Sirius asked.

"I am a marauder. I have you and okay well I have you, I doubt Remus would be willing to help in this endeavor, and what help would Pete be in this matter."

"If you get so desperate that we need Pete's advice on women, then you are irreparably damaged," Sirius agreed.