Disclaimer:  Do you think that if I really were JKR I would write fan fiction and post it on the internet?  I didn't think so.

Chapter two

               The rest of the week of classes went by slowly.  Nothing very eventful happened except the usually pranks pulled on the Slytherins by the Marauders.  Although in nearly all class, Lily had noticed James Potter and Sirius Black writing on a piece of parchment, rarely looking up.  She couldn't help herself to wonder what they were up to.  She made a mental note to ask Remus at the Prefect meeting on Friday night if what they were planning was anything serious. 

               Diner Friday night went by like every other night.  When Lily and her friends were finished eating, they all went outside by the lake to do some homework.  They sat with their feet in the water, one of their favorite pastimes, until around 6:30 when it started to get dark.  Plus Lily had to drop off her things up in the Gryffindor Tower before her Prefect meeting at 7:00.  The four girls walked up the tall moving staircases to the Gryffindor Tower.  Within 10 minutes they reached the portrait of the fat lady, "Gilyweed."  The portrait swung open and the four girls climbed in one by one.  Lily dropped her bag on a table near the fireplace where the other girls were sitting and then headed back out of the portrait hole.  She noticed Remus Lupin stand up and walk away from the rest of the Marauders in the corner and leave right behind her. 

               "Hey Lily." "Hey Remus."  Lily looked sideways at him and noticed that he was looking very tired, and then she briefly remembered that the full moon was coming up.  Lily knew that Remus was a werewolf, although she found out unintentionally.  She had found out one night when she was walking around the lake in fifth year.  She watched Peter Pettigrew turn into a mouse and saw the Whooping Willow freeze and then Sirius Black into a grim looking shaggy black dog, and James Potter turn into a beautiful stag.  Then the three of them entered a large not in the tree and disappeared.  At first Lily thought she was seeing things, but the next day, she found out what she saw was true.  She heard James and Sirius discussing that night's adventure and found out about Remus being a werewolf.  Right then she walked up to Sirius and James and stared at them dumbfounded. 

**flashback**

"That's what all the nicknames mean.  They're all your animals."  Sirius and James looked at each other until James looked back to Lily and spoke, "What are you talking about Evans?"  "I saw you guys last night."  James looked back to Sirius nervously who looked just as nervous.  "I saw you two and Peter transform."  Lily watched James swallow hard, "You won't say anything will you?"  Lily didn't answer, but Sirius spoke, "Lily, you can't say anything.  We'll get a lot more then detention for being animagus, we could be sent Azkaban and our wands snapped!"  James' and Sirius' faces were paled with growing fear.  For the first time, Lily felt sorry for them, "I won't say anything," she spoke softly.  With those words spoken, James' and Sirius' faces both brightened a considerable amount, but James still looked slightly worried.  "Promise Evans?"  James looked straight into Lily's eyes.  The intensity in them was odd for Lily to see considering his eyes were usually alight with laughter and mischief.  "I swear Potter."  After that James looked as though nothing happened.

**end flashback**

               Finally Lily and Remus reached the room where the Prefects held all their meetings.  Remus opened the door for Lily and she walked through with him following.  Lily sat next to Kelsey York and Remus sat on her other side quietly.  Remus had told her once that he never felt like he belonged at the meetings, he didn't feel like he should be a Prefect with the amount of trouble he was always in.  During the meeting they just discussed the schedule for patrolling the halls at night and decided on the date for the first Hogsmeade trip.  That would be the first weekend of October.  The meeting was adjourned around a quarter to eight.  On the walk back up to the Gryffindor tower, Lily decided to ask Remus about James and Sirius.  "What are those to planning?"  Remus looked at her oddly, "What are who planning?"  Lily raised her famous left eyebrow and looked back at him, "Who do you think?"  Remus looked away in defeat, "James and Sirius?"  "Yes, Potter and Black.  What are they up to?  They always are writing in class."  Remus shrugged, "Maybe they're actually doing their work for once."  "I don't think so, and nor do you.  Come on, what are they planning?"  "Why do you care all of a sudden about what they're doing?  I think I might have to tell Jamesy-boy that you're asking about him."  'I can't believe he's playing the James card!'  "Fine, don't tell me, but maybe you can tell me what Heather and you have been doing lately."  Remus' head whipped around to face Lily so fast at the mention of Heather's name he had to massage his neck, "What do you mean?  Heather and I haven't been doing anything."  "What did she talk to you about after Herbology on Tuesday?"  "She didn't tell you?"  "No!  She told me some sod story that she asked how your mother was feeling.  She doesn't know that I know, but I know she knows about you.  I don't know how she knows," Lily added just so Remus wouldn't think she told anyone, "but I know she does.  So what did she really ask?"  "She didn't ask me anything really.  But just so you know, Heather knows about me because I told her last year before you even knew."  "Oh.  Okay.  But if it was nothing really, then how come she won't tell me?"  "I don't know."  "If it's nothing, then just tell me."  "You want to know?  You really want to know?"  "If I didn't, I wouldn't have asked now would I?"  "Okay.  First she asked me if I would go with her to the first Hogsmeade trip, then she asked something about James, and for good measure, she asked how my mother was feeling."  "What did she ask about Potter?"  "Oh for Merlin's sake Lily, can't you just say James?"  Lily sighed agitated and rolled her eyes, "What did she ask about James?"  Remus laughed, "Why do you care about her asking about James?  Interested in the topic of him today, aren't you?"  "Hardly," Lily said flatly, "but I have a very bad feeling that in the end it's going to have something to do with me!"  "And you call James conceited."  Lily looked daggers at Remus, "I like you Remus, don't give me a reason not to!"  With that they were at the portrait hole and Remus gave the password.  Lily walked to her bag, picked it up, and started heading to the stairs up to the girls dormitories.  She heard James call "Evans," and Remus laugh slightly, but she ignored him and continued up to her room.  She was thankful that James didn't follow her up the stairs and for once left her alone.

               Heather and Tiffany were already upstairs in the dormitory.  Tiffany told Lily that Erin was walking around the lake with Thomas Dalton, a 7th year Ravenclaw boy, but Lily wasn't really paying attention to her, she was more interested in Heather.  Heather was sitting at the vanity brushing her hair; Lily looked at her with eyes in her eyes.  "What did you ask about Potter Heather?"  Heather turned around and faced Lily, "I see you've talked to Remus."  "Yeah I did, and now I want to know what you asked him about Potter and why."  "Come on Lils, what's it matter to you?"  "I'll bet it has everything to matter to me, that's why you or Remus won't tell me."  Heather looked slightly nervous, but she still held a contempt face, "All I asked was why James liked you so much."  "So it did have something to do with me!"  "Yeah, it did, so what?  It was nothing horrible."  "You still should have told me."  "Why, do you want to know why he likes you?"  "Of course not, I could care less why he likes me."  "Then it doesn't matter, it's over with."  "Fine." 

               Lily went into the bathroom and started brushing her teeth.   'Why does he like me?  God!  Why am I asking that?  I don't care why he likes me, right?'  Lily shook her head trying to clear her thoughts and opened the bathroom door.  She stopped when she heard Heather and Tiffany talking.  "He likes a challenge?" Tiffany asked.  "Yeah, Remus said that it started out when Sirius bet James he couldn't get Lily to like him in third year.  But after a while James really started to like her.  James says that her playing hard to get only makes him like her more; she's not like anyone else.  Remus told me that James always says how he and Lils will get married someday.  I never thought James to be the sentimental type."  "I always thought he was chasing after her to prove that he could get anyone he wanted.  I mean nearly all the girls here have tried to get with him some way or another, but he's only had two girlfriends.  He's only interested in Lils." Tiffany said in a slightly awed voice.  "You'll never guess what James said when he heard what we were talking about!"  Tiffany's eyes widened in interest, "What?"  "He came up behind us and told me that he was in love with her.  That he loved her!  He really is a sweetheart."  Lily's eyes widened and her jaw dropped.  She closed the bathroom door silently and looked back at herself in the mirror. 'He thinks he loves me!?!  For Merlin's sake, we're 16 years old!'  Lily stood there staring at herself and thinking until she heard a knock on the door and Erin's voice, "Lils, you okay?  Tiff told me you've been in there for a while."  Lily opened the door, "Yeah, I'm fine.  I was just brushing my teeth."  Heather showed up behind Erin, "For twenty minutes?"  Lily looked at her annoyed, "Yes, for twenty minutes."  Heather just looked back at her, the same way, "Sorry."  Lily just brushed past her, grabbed her bag and went down to the common room.

               It was still early, only a little past nine, but not many people were in the common room.  Only the Marauders and two seventh years were there.  Lily sat down on the couch by the fireplace and took out her book that she was reading on the train.  She tried to focus on her book, but she kept looking over at the Marauders, James anyway.  She couldn't stop thinking about what she heard.  'Why would he even like me, more so love me, if he knows that I hate him?'  In the back of her mind she heard her other voice, she hated that voice, it was usually always right, 'You don't hate him.'  Lily rolled her eyes, "I know," she said out loud not realizing it, but when the Marauders laughed she was brought back to reality.  James was smiling at her, "You know Evans, talking to yourself is the first sign of insanity."  Lily looked at him for a second and then went back to her book, ignoring his gaze. 

Out of the corner of her eyes, she saw James stand up and walk towards her.  He sat down next to her when he reached the couch, "You feeling okay Evans?  You didn't say anything back to me; you hardly even glared."  Without looking up from her book she said (less coolly then she usually would have mind you), "Would you rather me glare at you?"  James laughed lightly, "At least then I would see your pretty face and those eyes of yours."  As much as it killed Lily to think so, she had to admit that James Potter knew how to charm a girl.  This was why girls would swoon over him, even Lily had a hard time ignoring his charm, rarely though.  "Alright, say something, you never let me talk about how pretty you are."  Lily still didn't say anything else.  She saw James look over to his friends and Sirius nod.  "So Lily-flower, what's going on in that head of yours?"  Lily just sat there reading, or pretending to read rather.  For the first time she didn't feel like hexing him for calling her 'Lily-flower,' even though she still didn't like it or James for that matter.  "Okay, you're really starting to scare me now.  Did you hear what I called you Evans?"  'I can be just as mean as him sometimes, without even hexing him.  But I'm not a conceited idiot.'  "Do you need to go to the Hospital Wing or something?" James asked his voice full of concern and slight confusion.  "I'm fine; can you just leave me alone?"  Lily looked at him pleadingly.  He looked back even more concerned.  "Please James?"  His face turned surprised and he smiled smugly, "You just called me James!"  "Don't be flattered; Remus asked me to call you by your first name.  Now can you please leave me alone so I can read my book?"  "Yeah, sorry."  'He just apologized for something?'   Lily watched his retreating back go up the stairs to the boy's dormitory without saying anything to his friends.  Sirius followed him right after, and Peter followed suit.  Remus stayed where he was and Lily noticed the two seventh years weren't there anymore either.  Then Remus got up and walked towards Lily.

Lily looked at Remus slightly teary eyed.  He took the seat where James was sitting and he looked at her concerned.  "What's going on Lily?"  Lily shook her head slowly, "I don't know."  Remus looked a little weary, but decided to speak anyway, "Did Heather tell you what happened?"  "She didn't tell me, but I heard her tell Tiff.  We're 16, he can't really be in love with me, right?"  "I don't know Lily, the way he talks sometimes, I wouldn't be surprised.  I think he actually cares more about you then he does about quidditch and his snitch collection, and that's saying something."  Lily looked down at her feet, her head pounding with thoughts.  "Lily, can I ask you something?"  Lily shrugged her shoulders, "Sure."  "How do you really feel about James?  You say you hate him, but I know that isn't true.  You can't even hate Snape.  You're too good for all that."  Lily looked Remus straight in the eyes, "I don't hate him, but I don't like him either.  He is an arrogant, conceited, pompous git.  But if he wasn't so sure of himself all the time and stopped trying to impress everyone, especially me, I think he'd probably be alright.  And if he stopped ruffling his damn hair and hexing anyone he feels like it all the time, he'd be great.  I mean, he's smart, good looking, incredibly charming, but he's still a toe rag."  Remus laughed and so did Lily, but then Remus became serious again.  "So what's exactly bothering you?"  "He said that he loves me.  He hardly knows me.  I've only said mean things to him and has showed not one once of interest in him, yet he still persists and actually says he loves me.  I've always thought he was an idiot, but this goes beyond it all."  "So your upset that he 'loves' you even though you don't care about him?"  "That's part of it."  "What's the other part?"  "I realized that I'm always mean to him.  I criticize him for being mean to others, but I'm always, always, mean to him.  I don't think I've really ever said a nice thing to him.  I'm always yelling and being rude to him.  Even though I've never took out my wand, well, used it anyway, on him, I've been just as bad his him in that respect.  Granted I'm usually sticking up for his victim, or yelling at him because he's breaking a rule, I've still been nasty to him.  And then you go and say that I'm too good to hate anyone, and I was kind of placed in the same category as James; too good for something.  I don't want to be too good for anything."  Remus just looked at Lily, "Forgive me, but I'm slightly confused."  Lily gave a kind of sarcastic laugh, "So am I.  I think I just need to go to bed."  "That's probably a good idea, but I think there's something that you should try and start to do."  Lily looked at Remus suspiciously "And what is that?"  "I think that you should try and get to know the side of him his friends know, rather then just his big headed side.  I think if you talked to him, he would try to do anything, just so he could have a chance with you."  Lily's left eyebrow went up, "Why do you think he'll ever have a chance with me?"  Remus laughed as he started towards the staircase, "Because I think you like him a lot more then you're telling anyone, even yourself."  Lily stood in her spot for a moment, then she ran to the stairs, "Don't you dare tell James anything I said about him.  Or Sirius!  Or Peter!  Don't tell anyone anything."  Remus turned around, "I won't, goodnight."  Lily looked at him slightly apprehensive, "Yeah, goodnight."

The next morning Lily didn't get up until Erin woke her at 10:00.  Erin asked a million questions about what was wrong with her last night.  Lily didn't really feel like saying anything, but she decided to tell Erin everything anyway.  After all, Erin was her best friend; Lily couldn't very well keep it all to herself.  Erin was shocked beyond shocked.  She couldn't believe Lily actually admitted to not hating James Potter, the person who she told nearly ever day she loathed him.  Erin knew that Lily had never really hated James, but she couldn't believe that Lily came out and finally said that she didn't.  Lily had to laugh at herself for this.  She couldn't understand why she wouldn't say she didn't hate James.  Erin said that she was just trying to stay away from anything pro-Potter, this way she couldn't be swept off her feet like every other girl in school.  Lily had to laugh at this as well.

Most of the rest of September went by slowly.  The days grew shorter and colder, and it nearly always rained. 

Lily had thought about what Remus had said about trying to get to know James, but she still didn't know.  She was grateful though that James had left her alone for a while.  He didn't say hello every time he saw her, or even ruffle his hair, he barely even looked at her.  The only spoken words to her were "Good morning," and "Can you please pass me the…"  After while, Lily started to feel odd not having him come up to her all the time and annoy her.  She started feeling even odder when she realized she missed his attention.  But on the last Saturday of September when the date of the first Hogsmeade trip was posted, James went back to normal and went straight to Lily.  At the time Lily was sitting with Erin, Heather, and Tiffany in the common room do homework so they had the rest of Sunday free.  James looked at Lily with his hazel eyes aglow.  "Hey Lily, are you gonna go to Hogsmeade next Saturday?"  Lily looked at Erin quickly and then back to James, "As long as I don't have too much work."  James laughed, "That's what Sunday night or Monday morning is for."  Lily rolled her eyes but smiled, she was determined to at least try to be nice to James for the time being, just until she sorted things out.  "I'm not like you James.  I need to know most of my work is done before hand."  James kept his lopsided grin on his face, "Alright, well, if you don't have a lot of work, and you do go, would you like to go with me possibly?"  As Lily thought about it, James' grin turned into a less hopeful smile.  "Maybe we can meet up for a little while."  "Really!?!"  Lily nodded her head, "Yeah, really."  James' smile grew again, "Great!"  With that he walked away back to his friends.  By the looks of shock on their faces, Lily knew that James' must have told them what she said.  Then Remus gave her a questioning look, Lily just shrugged her shoulders and smiled a little, then went back to talking to her friends. 

Saturday came fast, too fast for Lily.  That morning James came up to ask her about her workload and she told him she didn't have too much, so she would be going to Hogsmeade.  The look on his face when she told him she'd meet him at Dervish and Bangs at 2:00 was priceless.  He looked like a little kid who just found out Christmas was coming early.  Lily couldn't believe that she agreed.

At 1:55 she showed up at Dervish and Bangs to find James waiting for her.  He ruffled his hair nervously, but when he saw her roll her eyes, he apologized.  Lily found this slightly funny but she stopped laughing when he looked at her as though she was mad.  They were just walking around not really speaking to each other.  James seemed nervous, which was another laughable subject to Lily, but she did not laugh out loud this time.  As they wandering the long path up the hill to the Shrieking Shack, Lily couldn't stand the quite anymore.  "So, umm, I know you haven't been causing a lot of trouble lately, so what have you been doing?"  "I've been thinking a lot."  "You think?" Lily teased.  James smiled one of his dazzling smiles at her, "Ha ha, very funny."  "What have you been thinking about?"  "Oh, umm, a bunch of things.  We have the usual," James started to count on his fingers, "you know you, quidditch, and pranking the Slytherins.  Then there's the unusual two, school and homework."  Lily laughed, "I don't understand how you do well in school."  James just shrugged, "What have you been up to?  I haven't been watching you for a while, so I don't know."  "I've been thinking a lot as well."  "What have you been thinking about?"  Lily gave a little laugh, "Don't let this get to your head, but you actually."  James eyebrows went up and he got a gleam in his eyes, "Me?  You've been thinking about me?"  Lily rolled her eyes, "Stop it right now; don't make me regret what I'm about to say."  James became serious, or as serious as James could get, "Okay, sorry, what is it?"  Lily took a deep breath, "Well, I think we should try to be friends."  James' eyes widened, "You and me, friends?"  "Yeah, you and me friends."  James smiled, "Why the sudden change of heart?"  "Remus said something a while ago that got me thinking."  "What did he say?"  "He said that there was a different side to you.  You know a side that only your friends see.  And I was thinking, that well, Remus is a descent person, and Sirius and Peter aren't always horrible, and they're your best mates, so they wouldn't be friends with a completely horrible person.  So I figured that there has to be a good side to you, and hopefully I'll get to know that side better."  James just stood there not believing his ears staring at Lily.  Since he didn't say anything, Lily continued, "I think you good be a great person, if you just stopped doing some of things you do.  And then, I think you and I could be very good friends."  "Are you serious?"  "Yes?"  Lily wasn't sure why James was acting the way he was.  She thought he'd be happy that she wanted to get to know him, even if just as friends, but he sounded as though she was mad for thinking so.  Then James smiled the biggest smile Lily had ever seen.  "Alright, great.  Now what were these things that you think I should change?"  "There are a few small things, and a few bigger things that could be changed over time."  " Let's start off with the small things."  "First, you have to stop calling me 'Lily-flower.'"  "Why don't you like being called that?"  "When I was little, my mum and dad always called me 'Lily-flower' and it drove me mad!  My mother's name is Rose, and my sister's Petunia.  I swear, if I ever have a daughter, her name will be as far from a flower's as it possibly can be."  James laughed, "Okay, what other small things?"  "There's just one other," James looked at Lily as if expecting there to be more, "and that's about your hair."  "I can't do anything about my hair!  I've been cursed with the Potter's mark!"  Lily laughed, "You can stop ruffling it all the time!"  James looked slightly shocked, "Be honest with me, you really don't find it intriguing when I do that?"  Lily just shook her head no.  "All the other girls at school think it is!"  "I'm not like other girls then."  "Do you agree with them on anything about me?"  "Not really."  "Do you at lest think I'm attractive!?!"  Lily laughed and shook her head, "I'll give you that one.  You're good looking."  "Just good looking?"  Lily rolled her eyes and smiled, "Extremely good looking."  "That's more like it!  What are the bigger things?"  "Your attitude mostly.  You know you could be a little nicer to some more people.  You don't have to hex someone just because you feel like it or because Sirius is bored.  And you don't have to try and impress everyone all the time.  You don't have to boast about and show off the things you do so much better then other people.  They most likely already know, and you don't have to rub their noses in it and make them feel like they're an inch tall."  "You know your right.  I've actually been thinking about it a lot, since last year actually.  Since after our Defense Against the Dark Arts O.W.L. and you told me that you don't know how my broom could get off the ground with my big head." James laughed and Lily smiled.  "It's four thirty, we should head back, we don't want to be late for dinner."  Lily looked down at her watch and agreed and they started heading back down the road.

A/N…sorry this took so long to get up, and that it's kinda short, but I hope you liked it. Don't forget to hit that little button on the bottom left of the screen and review.