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Knock Knock Knock "What the...?" Lily woke up. It took her a moment to remember where she was. The room was completely dark; it was obviously late at night. She looked over at Remus. How long had they slept? Knock Knock Knock. Who the hell would be knocking on the door now? The voice she heard next made her panic. "Mister Lupin?" Madam Pomfrey's voice called through the darkness. It was against the rules for girls to be in the boys dormitory. What would they think if she got caught? "Mister Lupin?" Again the voice came. Remus still did not wake. Why did she want Remus? Slowly the door started to open. As Madam Pomfrey called to Remus again, Lily quickly jumped out of the bed. She was caught. There was no way out.

Before she knew what was happening, someone grabbed her arm and pulled her toward them. A hand was over her mouth. She looked at the person occupying the bed she now laid in. Very seriously he shook his head. Lily's heart was racing, and she could feel her friend's doing the same. They watched as Madam Pomfrey carefully woke Remus. He was very weak, almost unable to walk. Slowly he made his way toward the door with his arm around the nurse. When the door was once again closed the room lit up. Lily sighed a breath of relief. James' hazel eyes were staring directly into hers. Lily was speechless. "James," Lily's voice was shaking, "what just happened? What's wrong with Remus?" Instead of answering her, James pulled her closer, and put his arm around her. "It's okay Lils, everything's going to be okay." Lily put her head on his shoulder. She couldn't help but marvel at how natural that felt. "He's going to be okay." Came James' reassuring voice.

Both Lily and James looked up as Sirius opened the curtain. "Lily? Are you okay?" Sirius asked. Lily didn't know how to answer. She was scared, not just for herself, but for Remus. She felt that Sirius and James knew something they weren't telling her. Much to his dismay, Lily took her head off James' shoulder. "I really don't know." She practically whispered. Sirius joined them on the bed. No one knew quite what to say. "Didn't know you were so determined to get into bed with James." Sirius said trying to lighten the mood. He was unsuccessful. The only effect his words had was Lily pulling away from James and James shooting him a look to kill.

"Why were you in here?" James asked after several minutes of silence. Lily had been hoping she wouldn't have to answer this question. "I was with Remus." James raised his eyebrow. "Not like that." Lily continued. "I came here this afternoon. He looked really sick, so I talked to him, and eventually we fell asleep. The knocking woke me up." "It's a good thing you weren't caught." James' voice was stern. Lily felt as if she was getting a lecture from a disapproving parent, not one of Hogwart's biggest pranksters. "Right I'll remember that." Lily shot back sarcastically. "Lily," James' voice softened, "I just don't want anything to happen to you." Lily looked at the ground. "I know." She said quietly. "I'm going to bed." Sirius announced. "You should to, we don't need any more trouble." He continued jokingly to Lily. "Yeah, I suppose you're right." Lily said smiling. "Good night James, Good night Sirius." She headed toward the door but was stopped by James. "Hey, Lils, all of a sudden I'm not so tired. You want to go for a walk?" Lily smiled widely. "Sure."

"Where to?" Lily asked as they exited the portrait hole. James looked at his map. Most of the school was asleep. He quickly noticed one spot that would be perfect to take her. He rolled up the map and smiled at Lily, "It's a surprise." They walked through the deserted corridors in silence. James had left his cloak in the dormitory and neither wanted to be caught. They approached a door and James quickly unlocked it. When the door was opened Lily could see a long stair case. They climbed for what seemed like forever, but the hike was worth it. James had taken Lily to the East tower. The stars littered the sky like diamonds in a sea of darkness. James took her by the hand and led her to the farthest wall. Below her she could see all of the Hogwarts grounds. Above her nothing but sky. She was beyond speechless, she couldn't even move on her own. James sat her down.

"Do you like it?" James asked apprehensively. Lily nodded. "James, how did you know this was here?" She asked. James smiled, "Me and Remus found it our second year." At the mention of Remus' name Lily grew sad. James sensed this. "Lil, he's okay. I promise." "But why'd she take him? How did she know he was-" She stopped and examined his face. He was frowning and wouldn't look her in the eye. When he finally did she was startled. Something was missing. James had beautiful eyes; but not tonight. Their shine was gone. They seemed to have aged far beyond his years. The expression he wore scared her. "James what's wrong?" She gasped. James did the best he could to smile, and answered her as honestly as he could. "Nothing, Lily, everything's going to be okay. You just have to trust me on this." Lily nodded and leaned back against the stone pillar.

She stared at the stars, her shoes, the grounds, anything to avoid James' eyes. After a long silence James asked a serious question. "Hey, Lil, when did we become friends?" Lily laughed. She wanted to say something witty. Something like "Who said we are?" or "Maybe we always were." but she couldn't bring herself to answer him. Truthfully she had been wondering the same thing. Last year she had been so determined to hate him. And he had made it so easy. Between picking on Snape, breaking Cad's heart, and his determination to have her, Lily saw no reason for her to like him. But things were different now. James seemed older. He rarely picked on Snape. Most of his time was spent with Reese.

"You've changed." She said quietly, almost to herself. "No I haven't," James said defensively. "Yes you have." Lily answered. James shot her a look, as if to say "prove it." "I mean, who were you last year?" Lily asked rhetorically. "You were James Potter, God's gift to women. You were James potter, Quidditch star." Lily's voice reeked with sarcasm. "James Potter, big bad James Potter. You thought you could have anything, and title, any trophy," she paused for a second, "any girl." James was amused by how well she thought she knew him.

"Yeah, well," James stopped to consider his words, "I'm still James Potter, God's gift to women, I can still take anyone on at Quidditch, I can still beat anyone in a duel." He looked Lily straight in the eyes. "Only one thing has changed." She didn't even have to ask him what. He looked to the ground and continued, "I know I can't have the girl." Lily smirked. "Wrong again James. You've got the girl." James quickly looked up. "You've got Reese, don't you?" He tried not to let the disappointment show on his face. For a moment he had thought she meant her. "Yeah, but she's not the girl." James responded. "I can't have you." Once again Lily couldn't take James' glare. She knew he was right. He couldn't have her; Max already did. Rather than tell him this bluntly she decided to be vague. "I'm no one's to be had."

"Ah, but see now you're mistaken." James mused. "You and Max seem awful close." "Yeah well so do you and Reese." Lily said defensively. What James said next took Lily by surprise. "I don't love her." He sounded certain. As if he had said the words many times. "I'm sorry James." Lily managed to say. "About what. I don't love Reese. That's nothing for you to be sorry about." He said almost harshly. Lily felt a tear roll down her cheek. James put his arm around her and she cried into his shoulder. "I'm so sorry." She continued to whisper. She sat up but James' arm remained around her. "I'm sorry for everything. For hating you then. For not hating you now. I'm sorry you don't love Reese. And I'm sorry that I love Max." James pulled her close. He too had begun to cry. "Lily, I need you. I need you more than you know. I need your friendship now more than ever. And if you don't love me that's okay. There's nothing to be sorry about."

Lily didn't answer. She laid in his arms for what felt like hours. At about six in the morning James finally spoke. "Lily, look. It's the best part." James pointed to the east. The sun was just starting to rise. Lily watched speechlessly as specks of orange and yellow appeared over the horizon. It seemed to happen in a matter of seconds. The once dark sky was filled with light. As Lily felt the rays sweep over her she couldn't help but think that everything was perfect. The sun, James, everything. Lily looked over at James. It became clear to her that he had never taken his eyes off her. "Aren't you going to watch. It's so beautiful." She said excitedly. James just smiled. "Yeah it is." Lily felt her face go red. James leaned in and kissed her on the forehead. "C'mon Lil. We better get back." Lily nodded and let James help her up.

As they descended the stairs the harsh reality hit Lily. As soon as they opened the door everything went back to normal. James would be Reese's boyfriend, She would be Max's girlfriend. She could lay in Remus' arms forever and think nothing of it. She could never do that again with James. She stopped as they approached the stairs. "I don't want to." She said fearfully. James understood the situation fully. He gulped before answering, "We have to." Lily nodded while holding back tears. The two walked through the doors, each knowing they would have to go their separate ways.

A/N- Sorry this chapter is so short. I hope you liked it anyway. Lily is finally starting to give into her feelings for James, yay! But don't worry, things are going to get more complicated. Please review and tell me what you think, the stronger the reviews the quicker I'll update! Coming up: Reese torture, Quidditch,. and a new couple!