A/n-- This is the first het (boy/girl) pairing I have done in almost ten months! The only other one was my very first fanfic. Everything else I write is slash (boy/boy) or no pairing at all. And as tempting as it was to turn this around into slash, I didn't! Be proud of me!

Two different things gave me inspiration for this fanfic. The first was the scene in the movie PoA where Remus is telling Harry about his parents on that bridge. The way Remus talks in that scene makes it sound like he either 1) had and affair with Lily or 2) liked Lily. I went with the second one on that. The second thing that inspired me was the song Jessie's Girl by Rick Springfield. I decided against a songfic, but that song helped me a lot.

There they go again! How's a guy supposed to concentrate on a boring essay with those two whispering and giggling? I have enough problems with History of Magic without their help. And it's not as if I haven't tried to do this essay somewhere else. It's like they read my mind and know where I plan on going to escape and by the time I arrive they're already there, snogging and touching each other like there's no tomorrow!

I look up at them, using the cramped muscles hand as a reason to stop working. James has moved his chair so close to Lily's that she could be sitting on his lap. She's blushing and giggling, he's laughing and whispering. One of his hands is lost in her red hair that I imagine is deliciously soft, and the other is holding onto her delicate hands. Piano hands.

I can't stand it. One more comment from him about her, just one, and I swear I'll explode! It's just not fair! James gets everything. And I mean everything! He has a loving family, he has looks and Quidditch talent, he gets good grades, and he has a charm that never seems to fail. James has friends (Sirius, Peter, and I are his closest, but it's not as if he's unpopular) and his own little fans. I don't see why he should get Lily also! She didn't even like him until this year.

I don't know what happened over the summer, but somehow the earth must have started rotating the other way, the magnetic fields have reversed, or I stumbled into an alternate universe. Whichever it is, I don't like it one bit. Lily isn't supposed to like James.

Lily has been my friend since first year. First year! She was the first friend I had ever had and I was the only friend she had until fifth year. It was about the time that she started talking to other people that I noticed her. Before she was just Lily, but for the past two years she has been a different Lily, a more sophisticated Lily, my Lily. Yeah, I know James has liked her since he first lay eyes on her and that he'd kill me if he knew what I am thinking. I'm not dumb, I just can't help liking her.

Does he see what I see, I wonder? Does he just see this pretty girl, this giggling, blushing, beautiful creature? Or does he see Lily, the Lily that I've known for seven years? Does he know that she's seen that muggle movie Snow White and the Seven Dwarves eleven times and has cried each time? That she hates tomatoes and pork and couldn't draw a stick figure if her life depended on it? And does he see the joyful intelligence that lights her green eyes when she's answering a question in class? Or the way she fiddles with the ring on her finger (the one her grandmother gave her before she died) when she's nervous or feeling happy?

The way she's fiddling with it right now...

I pack my things up and mumble an excuse to get out of there. I can't stay there another moment and keep on pretending that I don't want to be James sitting there with my hand caressing her soft hair and skin. I look back when I get to the top of the stairs. They don't even notice my absence. She's looking up at him now, smiling shyly, and then her eyes close and she leans in to kiss him.

I turn my back and hurry up to our dorm room. Angry, jealous tears are stinging at the corners of my eyes. My throat feels tight. I slam the door shut and throw my bag across the room at the stone wall, wincing at the sound of my ink bottle breaking. The ink will probably seep all over my homework and books. Right now I don't care.

The sun reflects in my eyes, and that's when I see Sirius' vanity mirror. Yes, Sirius' vanity mirror. He uses it more than any girl would. More than Lily ever would because she's not a 'how do I look?' sort of girl. I walk up next to it and look at myself. What's so wrong with me? What doesn't she see in me that she sees in James? I guess I answered that already; he has everything. And I, Remus Lupin, have hardly anything. I'm plain, one of those people who blend into the background and you never know that they were in your class. I have plain brown hair (though I won't say that it's starting to turn gray at the temples if you won't), an average height, average build. Not full of muscles, not skinny and nerdy, not overweight. It's my body all right. Perfectly average, perfectly normal, perfectly not what Lily wants.

I turn around and kick my trunk. It's full of books and I'm instantly on the ground, holding my injured foot. Ok, so I'm weak too. That's not such a big detail. I crawl up against my bed and sit there until, still as a statue, until the pain is a gentle throb. At least I didn't take my temper out on the mirror. Across the room I can see the ink seeping through my book bag and into the carpet. The tightness in my throat grows.

It wasn't supposed to happen like this. Lily wasn't supposed to fall for James. I was supposed to be who she fell for, not James, not him and his ego. I love him like a brother, he knows that. Sirius, Peter, and James have helped me in a way that no one else has, accepted me in a way that I never thought possible given my condition. But she wasn't supposed to love him. And when she did give him a chance, she was supposed to realize in less than a month how arrogant he really can be. She was supposed to break down into tears, which is where I would come in. I would comfort her, she would realize how right I am for her, and James will find another girl. 'And then they all lived happily ever after...' you know, all that sappy stuff that doesn't exist anywhere in the real world.

It's been almost eight months that they've been together. James says that he knows that it's early, but he's already picking out rings. Just the other day, Lily asked me which church I thought would be good for a wedding. I'm out of the game. I've missed my shot. Everyone knows that they're going to get married, get a house with a white picket fence, probably have more kids than should be physically possible, and Lily will still look radiant.

I press the heels of my hands into my eyes to stop the tears that threaten to join together in a mutiny any moment now. The pressure hurts, but I don't mind it. Everything about my life seems to hurt these days. Between seeing James and Lily my every waking moment, homework and lectures, the full moon, and my friends constantly asking me what's wrong, I don't think I'll ever have another moment to myself. I draw my knees up to my chest and hug them. Pressing my eyes against the top of my knees seems to work better.

Lily wasn't supposed to fall for him. She was supposed to be the one girl who could resist him and see who I am.

The tears fall anyway.

Lily was supposed to fall in love with me.

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