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When they finally got to the classroom, James was sitting a few seats diagonally away from Lily, and he never changed the direction of his eyes since the time they, Sirius and Remus, entered to the classroom until the time they sat down. Sirius quickly noticed James drawing a snitch and writing inside it 'James Lily'.

They started to make a potion, when Remus said while stirring his potion, "James?"

"Yeah?" said James, keeping his eyes on Lily.

"Never mind, he won't keep his eyes off her! Honestly he's going screw up badly on his potion" said Remus to Sirius, "JAMES! Do the unicorn hair first!"

"Oh...is that what it says on the board? It looks like a bunch of scribble from here," said James. Sirius also noticed James watching Lily. Sirius gave him a push. "Go ask her, mate," he said.

James looked at Sirius then back at Lily. "I can't...I don't think she'll want to go out with me; I don't think I would want to go out with me...," said James frowning

"He really needs to concentrate on his studies, or he won't be at Hogwarts next year!" added Remus.

"Go on, you never know. Maybe you will have some luck," said Sirius.

"She'll say no, I just know it," said James.

"You are scared aren't you?" said Remus smiling.

"No! I'm not!" said James, quickly, maybe just a two bit quick.

"Afraid are you, Potter?" said Snape who was in the seat in front, listening to their conversation.

"I'd watch it if I were you, Snivellius. You'd be in pretty bad condition if it wasn't for Evans," said James.

"And that's why she'll say 'no'...she's seen how you treat me," sneered Snape. Sirius made a move to sock Snape, but just then Lily happened to passing by, and trying to impress her, James stopped Sirius. Seeing Lily smile back at him for the action he had just made, made his heart melt.

"WHAT WAS THAT FOR?!" protested Sirius after Snape changed his seat.

"Yeah...it's worrying me," Sirius whispered back. "Hey, Prongs, got a Quidditch match anytime soon? I miss those...oh, and-," Sirius lowered his voice so that only the four of them could hear, "is everyone up for tonight? Prongs...don't tell me you're not going because of Lily!" he said worried.

"What's tonight again?" said James, stunned.

Remus dropped his voice, very, very low, "Full moon! We told you before Potions! And come on, we don't want to go with out you, plus is takes a couple of you to get me down to you know,"

"Remus, how about if Lily catches me? I'll never be able to talk to her!" said James.

"You have an invisibility cloak for god's sake James!" said Remus.

"But what if it falls off?" asked James.

"Has it ever? Will it ever? If you're too worried, we'll spello-tape it onto you! Remus is right-and I doubt I'll ever go without you, mate. It would be different without you. C'mon, cut it out. We always get away with things. Why are you foreboding that today's the day we get caught? WE HAVE THE MAURADER'S MAP TOO!" said Sirius, "please don't let Lily get in the way of our friendship!"

At Lunch:

"Really, Lily is kind of getting in the way of our friendship. I mean, Madam Pomfrey will take me down. Just look at the Marauders Map before you go in the Common Room, really James, Lily is not going to catch you," said Remus.

"But how bout if-" started James.

"IF!!! Keyword there: IF!!!" said Remus annoyed, "You can never predict what's going to happen, we will just hope for the best, so are you going to leave us, and go with Lily?"

"Hey, are you trying to be Trelawney, or something?" laughed Sirius, "we're too good; we're not going to get caught!"

Peter had been listening to their conversation the whole time with a lot of fascination. "Lily...EVANS?" asked Peter enthusiastically. "You're trying to impress her?"

"Yeah," said Sirius, "why? Do u have a thing for her too?"

At this, James quickly looked at Peter, waiting to hear his answer. "NO...I was just making sure I was thinking about the right Lily."

"How many Lily's do you know?" asked James.

"Honestly, Peter, who is James always looking at? Who is he going to stop messing around for? LILY EVANS!" said Remus annoyed, "anyways, I'm hungry let's eat."

"Yeah, lets. What do we have after this?" asked James.

"I'm going to Ancient Runes, I don't know about you, it's the one of ones we got to choose in our 3rd year," said Remus, with his mouth full of chicken.

"We have Arithmacy! See, your forgetting everything. Did you even check your schedule today? Or where you too busy thinking about Lily? Just go and get it over with! Ask her! It'll do us all good!" said Sirius.

"But she's going to say no...or else I would," said James, frowning.

"How can you be so sure?" asked Sirius.

"Because she always gets mad at every single thing I do!" said James, "Hurry, finish up your food, we're going to be late for class."

They walked out of the Great Hall, when Remus said "I'm going this way. Meet you at the Tree right by the Lake, after class?"

"Sure," responded James.

"And maybe then you will have the courage to ask Lily out," grinned Remus.

"I have the courage to ask her out! She'll just say no," gritted James.

"Well, there is no harm in trying," said Remus, drifting up to the Ancient Runes classroom, "see you later!"

"Come on, James, Arithmacy class is this way," said Sirius when he caught James staring at Lily once more. "If I remember correctly, you signed up for Arithmacy in third year because Lily did?" added Sirius.

"NO! I signed up because, uhh, you know, I want to learn about Arithmacy, and yeah that's it. And I wasn't looking at Lily...I, I, thought I dropped something on the ground!" said James.

"Yeah, right, and I think I just saw something outside the window....is that a pig in the sky?" said Sirius, laughing, "James, you're really obsessed. STOP! You're cutting out your friends and trying to do everything for Lily. What happen to the fun times, mate?"

"I'm not!" said James angrily. "You, you're just jealous that I have paid a bit more attention to Lily lately. Plus you have had a couple years with me. Can't I just have a couple minutes with Lily? Honestly. The fun times haven't gone away! Last week, we uhh, uhh, well we, umm..."

"Umm what? Listened to you talk about Lily? Was that really a couple minutes? Yeah, uh-huh. Couple minutes, and a bit? Stop exaggerating. It's true, you're forgetting all about us, the marauders," said Sirius, "AND IM NOT JEALOUS!"

"Whatever, Sirius." said James, who walked into the classroom, and took a seat far away from Sirius as possible, and then he thought, "Wow, I just got in a fight with my best friend. Maybe I haven't given them much attention. Maybe I have given all my time to Lily. The Marauders...Sirius, Remus, Peter, and I. Sirius and Remus are making complete sense, I'm not too rebellious anymore..."

Sirius couldn't believe it. What happen to the 'good old days' when they would get in trouble, share detentions and all that fun? This was the first time they had ever fought; and all this was over some girl. Peter took the seat next to Sirius, surprised about why he was sitting so far from James, but happy because he could help him with his assignments.

At the end of class, James ran up to Sirius, and said, "Sorry mate, I have been paying to much attention to Lily. Now I am feeling a bit rebellious, where is old Snivellius, I haven't tortured him in awhile. But first, lets get Remus, I have to tell him," said James, smiling, "so, friends again?"

"Of course," said Sirius, smiling widely. "Moony should be just outside the door, because Ancient Runes ends before our class. So, are you up for tonight?" he asked as they made their way toward the door.

"What?" said James, who's head jolted up from his book, "o yea, full moon, eh? Of course I'm ready! Lily isn't getting in my way, this only happens once a month! And..." he nudged Sirius, "bonding time," he laughed, "only joking." Or was he... "Well, I suppose it could be, it all depends, we are normally trying to keep Moony down," added James quickly.

Sirius laughed too. It was fun, finally having laughed again-even better laughing with his 'long lost' friend, James. "Ok, come on, lets not keep Remus waiting," he added.

"Oh yes. There he is! Oy! Remus!" yelled James over the crowd. "Hey Prongs, hi Padfoot," said Remus pushing through the crowd of students.

"Great news, mate," said James.

"Is that so? What?" said Remus curiously.

"I'm not going to give all my time to Lily! More time with The Marauders," said James, grinning.

"O! I knew you'd come back sooner or later!" said Remus excitedly.

"Anyways, still up for tonight?" said James,

"Do I really have a choice?" joked Remus.

James and Sirius both laughed. Peter finally caught up with them. As they were talking, Snape walked by.

"James? Feeling rebellious? He's headed towards the grounds, old Snivellius is," said Remus.

"But Lily--" started James.

"Not paying much attention to Lily, eh?" said Remus, sarcastically.

"O Right!" said James, who headed after Snape, "but I'm only doing this for you two, to make up for my behavior," he said.

Sirius hurried after him. "Wow, can't wait!" he kept thinking to himself. Once they caught up with Snape, James stopped. He couldn't believe his eyes. There was Snape, standing next to the lake, with his lips touching Lily's.

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A little cliffhanger, hehe! Thanks to those who reviewed, we really appreciate it! Please R & R! – THANKS, Sarah and Sarah