Hey, I hope you liked this chapter, because I enjoyed writing it.

Oh yeah, and Sirius' middle name (Theoden) is my way of venting the fact that I have to wait till boxing day to see the Two Towers (but I am going to an awesome movie marathon with Fellowship of the Ring followed by Two Towers, how awesome it that!!!!! That = about 6 staight hours of Orlando Bloom and Dominic Monaghan and Billy Boyd and Karl Urban and Viggo Mortensen and David Wenham and ...... I'll shut up and let you get to the reading shall I)

~*~*~*~*~*~*~*

Lily looked out of the window and sighed. She couldn't believe she had actually agreed to be James' model. She didn't think she would ever have the guts to do something like that. Especially because it was James Potter.

But who was James Potter Really. He was just a boy who was popular, but deep down under that, he was just a boy. So he had talent with a camera, and he was really good on a quidditch pitch and he was extremely good looking, what did that matter.

But Lily knew that it did matter. James was a strong, mature, popular good looking guy, and she was just Lily. She knew what other people thought of her, that she wasn't very pretty and she was shy.

She wondered why all of a sudden James wanted to be her friend and model. Lily automatically got a sickening feeling in the pit of her stomach. What if it was all a joke? What if this was a totally stupid MWPP prank. Taking her emotions and then toying with them.

Naw, she reasoned, The boys liked to play around with peoples minds, but they would never go as far as hurting some one's heart and soul. Plus, she didn't think that James would do that to her, he seemed too nice.

Even though she really knew nothing about him. She only knew what the other girls in her room had said. That he was sweet and funny and apparently a good kisser. That was one of the reasons why Lily had agreed to be James' model (no, not for the kissing) she wanted to get to know him better.

And true, he was really cute. Lily had always thought that he was a very good looking person, even though she liked to judge people on who they were not what they looked like. But James really was cute, and Lily was not ashamed to admit that she had a small crush on James.

But it seemed that a lot of girls in the school had a crush on either James, Sirius or Remus (No, seriously, a seventh year Ravenclaw took a poll of who people thought were the cutest boys in the school, those three won hands down)

But James had a crush on some one. Lily had heard him admitting it to Remus. James had said a whole heap of things about being a blithering idiot around this girl and how he can not stop thinking about this girl.

Lily knew that he wasn't talking about her, because he never acted like an idiot when she was around. So she just had to deal with the fact that James didn't have a crush on her. And in some ways, although she was disappointed, she knew she was ok with that fact.

It was not like he would ever return the feelings; Lily thought some what bitterly, he could have any girl in the school.

She ran her fingers through her hair and impulsively put the end of her quill into her mouth and chewed on it. She had realized she had been doing that a lot lately, chewing on the end of her quill. Lily had no idea why she did it; all she did know was that it had been a trait she had picked up when she was a first year. Lily only ever chewed her quill when she was worried, nervous or scared. And at that point she was all three.

She was worried, because she didn't know if she would be able to work with James and keep her feelings for him platonic. He was the only boy who had ever given her the time of day, and there was no denying the fact that she did find herself attracted to him, both physically and mentally.

Lily was nervous, because she had never really closely interacted with a boy. She had of course worked along side boys in her classes, but she had never had a boy friend, or a friend who was a boy. She was nervous, but it was an excited kind of nervous.

And she was scared for the same reason. Lily wished that she wasn't nervous and scared, because it was really just James, but she was scared she would do something to embarrass herself. She was scared that she would do something wrong and James would laugh at her like a few of the other students did (most students who laughed at her were Slytherin, but there would still be the occasional Hufflepuff or Ravenclaw who would have a little dig at her.)

But even with those three emotions coursing through her veins, she was over run with excitement. She was going to be learning something new, how to take professional photographs. She hoped that she would be good enough by the holidays so that she could take photos for her dad. And she hoped that she was going to be a good enough model that the photos would turn out so she could send them copies.

James had seemed excited about her conditions also, he seemed fine with making copies of any photographs that they took and he looked genuinely happy when she asked for photography lessons.

James and Lily had not spoken about when the lessons or photo sessions would start, but Lily hoped that it would be sooner rather than later. She wanted to jump straight into it. Get learning.

"Sirius Théoden Black, you bring that back this instant!!!" The yelled came from the Gryffindor dorm rooms. Lily turned to the stairs as Sirius half jumped; half fell down the stairs and lunged at Lily's table.

Lily was blinded by a bright flash, and it took a few seconds for the dots that swam in her vision to fade, but when they did, she realized that Sirius was standing in front of her with James' camera.

"I am not kidding Sirius" James yelled as he bolted down the stairs. He got to the bottom of them, saw that Sirius was not in fact moving, and then lunged at him. Sirius had just enough time (and common sense) to put the camera on the table before he was tackled to the ground.

Lily leaned over her table and looked at the floor where the boys were still play fighting. Both boys had their hands wrapped around each others necks.

"Do you boys want me to leave you alone?" Lily asked. The boys let go of each others necks and looked up at her. James blushed but Sirius grinned.

"Could you love, that would be great" Sirius joked as he stroked James' jet black hair. James nudged him and got up off of the floor.

"Just ignore him, every one else does" James replied, dusting some lint off of his robes. Sirius stood also and then took a seat on the table, leaning over to read Lily's work.

"'An ancient history of the study of ancient runes: A lost art form' oh gee, exciting, makes me kind of glad that I chose Divinations" Sirius smiled and then exaggerated a yawn. "Gee, just reading the title makes me sleepy, I think I am going go and see what Moony is doing."

"Yes, go pester him for a while" James replied, and then picked up his camera "And if I find out that you did anything to ruin my camera, I will beat you with in an inch of your life."

Sirius had reached the landing at the top of the stairs, he looked over the waist high wall and back down into the common room "Don't make promises you have not intention of keeping Potter"

Lily laughed as Sirius disappeared into his bedroom. James looked down at her and smiled apologetically.

"I am really sorry about him, I don't know why I am still his friend" James admitted with a smile. Lily laughed.

"He does seem like a handle, but I think I can deal with him now that I have ammunition" She replied, closing a few of her text books and re arranging her notes.

"Ammunition? What ammunition?" James asked.

"His middle name is Théoden, is it not?" She asked. James laughed. Lily stood and finished collecting all of her things.

"Umm, Lily, I was wondering if you wanted to take some photos with me this afternoon." James asked, indicating to the camera he was still holding. Lily thought for a few seconds and then nodded.

"Sure, just let me put my books away."

~*~*~*~*~*~

"So do you know anything about photography?" James asked, Lily shook her head. She had truthfully never used a camera before. "Well, I would like to teach you everything that I know"

"I would love that, thank you" Lily smiled. They were walking down the hallway towards the main entrance of the school.

"It is really not that hard, because you just have to find something that you want to take a picture of, and then set up the shot, make sure that it is framed properly and things like that" James explained quickly as they made their way over to the large lake that was on the grounds. When they got there, James handed her the camera.

"Just put it up to your eye, and look for something that is interesting" He told her. She did as he said, but stopped because she could hear him chuckling.

"What?" She asked, a smile spreading on her own lips, he had a really nice laugh.

"You have never used a camera before have you?" He asked, she shrugged "You are holding it wrong, if you were to take a photo like that, then you would get a picture of your fingers"

"Hey, there is nothing wrong with having a picture of your fingers" Lily replied, defending herself and her inability to use a camera. James just laughed again.

"I didn't say there was anything wrong with it, in fact, I have at least one photo of my fingers in every batch....but your pictures will reflect on your teacher, and I don't want to be anything other than perfect, because that would mean I am perfect" He explained.

"What ever Potter" She smiled and rolled her eyes, "Just show me how to hold this damn thing"

Ok, so on this side, it may be comfortable for you to put your fingers here" James explained as he moved to her side and began to reposition her hands on his camera. Then he moved to the other side, his hands resting lightly on hers. After he had positioned her hands, she once again raised the camera to her eye.

James still had not moved his hands off of hers, he was still standing behind her, and her back was pressed lightly to his chest. Lily couldn't help but settle back into his arms as she tried to focus on the photo she wanted to take.

"Found anything interesting yet?" He asked, his voice was very close to her ear, she could feel his sweet breath as it danced across her cheeks.

What? Oh right, they were taking pictures.

Lily moved around a little and then finally focused on the tree of the other side of the lake.

"Ok, I think I have found something, what now?" she asked, James took her hand and placed it on the front lens.

"Adjust the lens till it is in focus" He told her. She did so and then nodded. James, still moving her hand, moved it so that he finger was resting lightly on the button "and then you take your picture"

Lily pressed the button, she had just taken her first photograph.

"No, lets waste the rest of the film so I can go and develop it" He told her. She smiled and looked back over her shoulder at him. His head was almost resting on her shoulder, and when she turned to smile at him, their noses brushed.

All he wanted to do was to kiss her. He was so close, but he wasn't sure what would happen if he did. Would she freak out or would she want him to. All he knew was that he wasn't going to risk loosing her and the friendship that was forming between them. He didn't want there to be awkwardness between them. He didn't know what to say.

"Lily, I am sorry" He decided on. Lily looked at him.

"Why are you sorry?" She asked softly.

"Because I am standing to close, and it is wrong of me to invade your person space" he replied, untangling his arms and taking a step back. Lily sighed.

She didn't know how he would take it if she told him she didn't want him to move. She hoped that he would be ok with it.

Wait a second Lily, she mentally slapped herself, he has a crush on some one else.

"It is ok James, so, lets take some pictures."

~*~*~*~*~*~*~*~*