A/N: I own nothing. Nada. Apart from the plot. And thanks to all my reviewers!!

Lily appeared half down the road next to her own. She started to walk fast, eyes swimming with tears she was trying to unsuccessfully restrain. She turned into her won road mechanically and pulling out her keys with a trembling hand, she slammed the door shut behind her and ran up to her room, not even bothering to take off her coat and shoes.

As soon as she got to her room she flopped down on her bed and let her misery come out. Clutching her favourite teddy, she made no attempt to stifle her sobs. She was so miserable.

Miserable was an understatement.

"Lily?" asked her sister, Petunia, as she stuck her head around the door. "Why are you crying?" "No reason," she muttered, vainly wiping her eyes. "It's that boy isn't it," said Petunia wisely, sitting on the edge of Lily's bed. "The Lupin boy." Lily didn't reply. "Well, Mum told me to tell you that the Potter boy sent this," she held out a letter. "Sure you're ok?" "Fine," muttered Lily, taking the letter and ripping it open. Petunia left the room.

Lily,
Meet me in the woods at 6. By the tree. James

Wondering what on earth he would want to meet her in the woods for, Lily set the letter aside. A quick glance at her watch told her it was five thirty. Sighing, she began to make herself look a bit more presentable.

And she needed to work up the nerve to dump James.

***

Half an hour later and Lily Apparated to the spot. James was late. Sighing, she leant against the tree and tried not to think about the time she'd spent here this morning with Remus.

There was a sound like a whip crack and James poked his head round from the other side of the tree. "Hi!" he sad smiling. He went to kiss her, but Lily moved her head so he caught her cheek instead. "Hi James," she said. "Listen, there's something you need to-" "Wait!" he cried. Suddenly, without any warning he dropped to one knee and began to fumble in his pocket.

The breath caught in Lily's throat. He was going to ask her to marry him. Now. She was about to split up with him. And he wanted to marry her. This was all wrong. Lily didn't feel swept off her feet, she didn't feel as if fireworks were exploding in the pit of her stomach and this most definitely was not the best day of her life.

"Marry me?" he asked, still on the ground. James never had been one for speeches. Lily looked at him, completely dumbfounded.

She should have been here with Remus – this was their special place. Remus should be the one on bended knee; Remus should be the one she was spending the rest of her life with.

But Remus was not here.

"O-ok," she stammered. He grinned and jammed the ring onto her ring finger. Lily realised that she hadn't even looked at it yet. James kissed her deeply and Lily didn't respond – to shocked to do anything. She was vaguely aware of James whispering something in her ear. All she could think was that she'd just made the biggest mistake of her life.

***

Remus Lupin was sitting at the table in his kitchen early when an owl flew through his window. Swallowing his cereal, he took the letter from the bird and it swooped gracefully away.

Dear Remus,
I know you probably don't want me to write, but I had to. James asked me a question last night – a question I couldn't refuse. I'm getting married. James wants us married as quickly as possible.

Love, Lily x

It took Remus several minutes to understand what was going on. He didn't notice that he'd dropped the letter into his cereal bowl. He simply sat and stared at the window for countless minutes.

Lily and James. Getting married. A question she couldn't refuse. As quickly as possible.

He'd lost her.

"Morning Moony!" chirped Sirius, as he bounded his way into the kitchen. He began to fry some eggs. "Any post?" Remus jerked out of his trance. "Yeah," he muttered. "Lily wrote. James proposed last night." He fished the letter out of his bowl and threw it away with the remainder of his cereal. Suddenly, he didn't feel hungry. "Really?" said Sirius. "Old Prongs finally popped the question! What did she say then?"

"Yes. She said yes." Sirius smiled and began to whistle as he dumped the eggs onto a plate. Remus left the room and took his coat from the peg on the way out of the front door. He hurried down the steps and walked down the road in the brisk morning breeze.

It was too late to do anything now. She really was gone. He hadn't even meant for it to start. He'd fancied Lily for ages but never told anyone – not even Sirius and definitely not James. He felt so ashamed of himself for betraying his best friend but when he was around Lily he thought of nothing but her. She had that effect on him.

Intoxicating.

He thought back to the first time she'd realised how he felt.

**flashback**

It was New Year and everyone was celebrating like mad. It was their first New Year out of Hogwarts – their first as proper adults. Some, like James and Sirius, were taking this to heart and behaving as childishly as possible. By ten they were tipsy. By eleven they were drunk. By the time midnight was about to chime they were on the verge of passing out.

Remus did not partake in this merry making. No, instead he sat alone with a shot of Ogden's Firewhiskey he was slowly sipping.

"Oh, row, row, row boat! Gently down the stream! If you see a crocodile don't forget to scream!" sang Sirius loudly, standing on a table and centre of attention. "Crocodile?" asked James worriedly. "Where?" He picked up his glass and looked underneath as if expecting the crocodile to leap out and bite him on the nose.

"It's embarrassing sometimes, isn't it?" said a voice to his left. Remus jumped. Lily had taken the empty space next to him. "Yeah," he agreed. "Yeah, it can be at times." She absentmindedly twirled the cherry in her drink around the bottom of the glass. "Only five minutes to go," she muttered, glancing at the clock. "I know!" he sighed. "Last year just went so..."

"Fast?"

"Exactly." Their eyes kept their contact for seconds longer than was necessary.

They sat in a comfortable silence for the next minute or two. Lily seemed very fidgety, and kept playing with her hair or sipping her drink. Remus on the other hand stayed still.

"Want to go for a walk?" Lily asked, getting up. "Why not?" said Remus, smiling. "I'm sure James and Sirius will hold the fort." Lily laughed throatily and took her cloak from a peg by the door. Remus, who had simply taken off his coat and placed it on the seat next to him, put it on and together they stepped out into the night air.

It was dark – but what would you expect in December? It had also begun to snow lightly. Lily took Remus's arm and they began to walk slowly.

"I like this," she said suddenly. "What do you like?" he asked. "This. Just you walking with me. It's so different when your with James; you have to let him do his thing all the time or he can't be himself. And he always has to be centre of attention. Not like you," she sighed and they came to a halt. They had managed to end up in an alley. "No, you always have been a gentleman Remus." Remus blushed faintly in the darkness. Lucky it was dark or she would have seen.

They stood in silence, desperately trying to look anywhere than each other. If truth be told, Remus was trying to ignore the fact that Lily was on his arm. He was trying to ignore the fact hat his heart had decided to race. He was trying to ignore the fact that they were alone. Together.

Ignore being the operative word.

They heard a countdown begin inside the pub.

Thirty.

Twenty-nine.

Twenty-eight.

"Not long to go now," he muttered. "You know," she whispered, a mischievous look in her eye. "It's traditional to kiss someone at New Year's."

Remus's mouth dropped open. He quickly shut it.

Twenty-five.

Twenty-four.

"Better get back then," he said in a bright voice. "James'll be waiting." "No, Sirius will keep him occupied. I've always...admired you Remus."

"Admired me?"

"Yes." Remus was beginning to feel far too hot.

Nineteen.

Eighteen.

Seventeen.

"Whatever for?" "You stand up for everything you believe in. You never let your problem get you down. And you're..." "I'm what?" he whispered. "You're..."

Ten.

Nine.

Eight.

Seven.

Their faces inched closer and closer together. "You're magical," she whispered.

Five.

Four.

Three.

Two.

One.

Their lips met and although a loud cheer was coming from the nearby pub, it merely sounded like a distant noise to be ignored.

Then, Lily pulled away. She had a hand clapped over her mouth and was backing down the alley.

"No," she whispered frantically. "No, this is wrong." Without another word to him, she disappeared down the alley.

**end of flashback**

They hadn't been able to keep away from each other for long. They knew what they where doing was wrong but they couldn't help it when it felt so right. No one ever meant for it to get as far as it had, which was exactly why Remus had broken it off.

No good could ever come of innocent broken hearts.