Sorry it took me so long to update, guys! I'll try to have the next chapter up sooner, I promise. School's been really hectic... Well, enjoy!

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Two days later, James Potter sat in the common room, actually attempting to do work for once. James clenched his jaw as he heard Lily laugh at something Wood said. She had been doing that all night. Flirting with him, knowing well that James was watching her. He snapped his quill in half as he heard Lily laugh again. He glared in the general direction of Lily and Cortland before slamming his book shut and slumped down in his chair. Remus followed suit, slamming the Potions book he had been working out of closed, sinking into the chair and adapting an uncharacteristic look of grumpiness on his face.

"What's wrong?" Sirius asked. Just as James opened his mouth to answer, he interrupted him. "Not you, Prongsie pal. We all know what's wrong with you. I mean dear old Mooney over here."

Remus sighed and stared at the arm of the chair he was sitting in as if he was deep in concentration. He mumbled something and only sighed when Sirius asked him to repeat himself. The rest of the Marauders waited patiently for his answer, knowing that Remus would eventually spill whatever was occupying his ever-busy mind.

"Sol broke up with me. Now she's going out with this Revenclaw. Scott Leler." Remus ran his hands through his hair and stood up. "I'm going up to bed, guys. I'll talk to you tomorrow."

As Remus left, the Marauders glanced at each other, the same question running through all their minds. Would Remus be okay?

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Lily sat on a loveseat in front of the empty fireplace in the Grffindor common room that night, instead of camping out in the Heads Lounge. She definitely did NOT want to meet up with James in the middle of the night. She wished for a fire, but had left her wand up in her dorm and couldn't bring herself to get up from her chair. A faint creak was heard from the direction of the stairs and she halfway turned to see who it was.

"Lily?" Remus asked sleepily and ran a hand through his hair. He walked over to where she was sitting and sat next to her. "What are you doing here?"

"Couldn't sleep. I decided to come here because I –" she caught herself before she stated her real reason for avoiding the Head Lounge "- because I wanted some familiar scenery."

Remus noticed the slight change of tone in her voice, but prentended that he didn't. He just wanted this moment alone with Lily.

"What are you doing up so late, Remus?" Lily asked.

Remus smirked. "Couldn't sleep." Lily laughed and little and ruffled his hair. "Too many thoughts clogged up in this head of mine."

Lily's face fell at this, knowing exactly what those thoughts could be about. "Sol told me," she said, her voice soft and understanding. She watched Remus's joking smirk disappear. Lily wished she could make him smile...

"Oh," he replied and looked down. "Well, you guys are best friends. Of course she'd tell you." He leaned his head on the back of the loveseat and closed his eyes.

"It'll all be okay, Remus," he heard her say. He felt her hands run softly through his hair. "Somehow, it'll all work out in the end. You'll find someone that you can love unconditionally and they can love you unconditionally in return." Remus felt Lily press her soft, beautiful lips lightly to his cheek.

He opened his eyes to see Lily's looking back into his. Her eyes were filled with love and kindness, the type of caring that he yearned for.

"I never stopped loving you, Lily," Remus said as a tear fell down his cheek. "I'm so sorry for what I did to you. I ruined something so perfect..." He broke off as Lily just looked at him with that wonderous gaze.

"I love you, Remus."

Remus's face changed from one of misery to one of confusion and happiness. "But...after all I did to you – and don't you love James?"

Lily sighed and kissed Remus on the cheek. "Boys have the worst memories. Didn't I tell you that I'd always love you?"

"Yes, but –"Remus was interrupted when Lily kissed him gently on the lips. Though more than a bit startled, he kissed her back.

Abruptly Lily realized how much she'd missed this. Kissing Remus was so deliciously sweet. He was kind and tentative, almost as if he was afraid he would hurt her. Oh how she wished it never had to end. Reluctantly she pulled away. When Lily finally opened her eyes she saw Remus looking at her with love and tears in his eyes.

"What was that?" After hearing a creak, Lily looked at the stars to see...

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James awoke abruptly. He didn't know what it was, but he could have sworn he heard a sound. With a sigh he pulled on a pair of pajama pants over his boxers. He started to go to the Head Lounge but tossed away that idea. Lily might be there. Instead he headed towards the Gryffindor common room.

As he walked down the steps he thought he heard voices. They stopped as he reached the third step to the bottom. James looked towards the fireplace and saw two people there. As he reached the bottom, the girl lifted her head and he saw who she was.

The bottom step creaked.

Lily looked up, straight at him. "James?" she said, her voice barely above a whisper.

Remus's face paled and he turned around. No, it couldn't be... But there James was, standing there standing at them. Lily stood and started to walk over to him.

"James, I – I can explain," Lily said, her voice shaky.

"Oh?" James said, his face a mask. "I don't think you need to. Obviously you only went out with me because you couldn't be with Remus. I should have known that every time you told me that you loved me you were lying."

Lily felt all the blood rush out of her face. "No, James, it's not like that. Please, let me explain."

James acted as if he didn't hear her. "I expected more from you, Remus. You know how I feel."

Remus stood and walked over to James and grabbed his arm. "I have to talk to you, you selfish prat." As Remus pulled James up the stairs, he called back to Lily, "We'll be right back."

Remus pulled James into a closet and closed the door. "I appreciate your want to get me alone, but I don't swing that way," James said with a smirk.

Remus glared at him. "I am sick and tired of your bullshit, James. Lily is not your property. And the more you treat her like a bloody pet, the more she'll back away."

"Like you have room to talk!" James exclaimed. "You fucking cheated –"

"Yes, James, I know," Remus interrupted bad temperdly, "I cheated on her. I broke her heart. Well, you've broken her heart more times than I have."

Silence greeted this statement. James stared at Remus in surprise. Had he really broken her heart? He immediately thought of the look on her face when she had jumped out the Astronomy Tower, and when he accused her of cheating on him with Snape.

"You're right..." James said finally, his voice weak. "She deserves better than me. All I do is fight with her and hurt her." James opened the door and looked at Remus. "I'm going to talk to her."

Remus nodded. "Okay, I'll go up to bed." They walked out of the closet and went their separate ways.

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Lily ran her hands frantically through her hair as she paced in front of the fireplace. She couldn't believe herself! She was stupid, stupid, stupid! It was bad enough that she flirted with Cort all the time, but then she kissed Remus and told him that she still loved him.

Stupid, stupid, stupid!

Hopefully James wouldn't kill Remus or be mad at him. After all, she was the one that kissed him.

Lily stopped pacing and turned when she heard a creak on the stairs. James was standing there, alone, with his head on the railing.

By Merlin, he was gorgeous.

She took a tentative step forward as he walked towards her. He stopped a foot away from her. Lily attempted to smile and clasped her hands tightly in front of her.

"Hi," she said softly, unsure of what he wanted.

"Hi," he said back. All he could think about was how beautiful she was.

"Umm, where's Remus?" she asked hesitantly.

"He went up to bed. Don't worry, I was nice," James replied with a half smirk.

Lily lowered her eyes. "I was just wondering."

James sighed and ran his hands through his hair. This was not going to be fun or easy. It was going to be painful. Where had the Lily he knew and loved gone? This Lily was meek and quiet. Had he hurt her that much?

"Lily, I'm sorry for everything that I've done to you." Lily looked up to see James's eyes filled with tears. "Remus just made me realize how much I've hurt you. I can't seem to do anything but hurt you recently. I should have seen that before."

Lily dug her nails into her hands, knowing she was drawing blood. She tried to keep her eyes dry. She would not cry in front of James, she would not cry in front of James...

"That's not true." Lily was amazed to find her own voice calm and unshaky. "You have made me the happiest woman alive."

James couldn't help but smile a little. The smile quickly disappeared. "You deserve better than me, Lily. I'll never be able to make you happy, not truly happy." James looked away and Lily knew this meant something important, but she was too distraught to figure it out.

"What are you saying, James?"

"That we can't ever be together. Be with Remus, or even Cortland," James said, still not meeting her eyes. "They're much better for you than I'll ever be."

James couldn't take it anymore. He turned away from Lily, for her crushed, fallen, beautiful face. He turned away from her sobs as his own tears fell down his face.

He turned and walked away from the love of his life.

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"Hey, guys, have any of you seen Lily?" Cortland asked the group at breakfast. The all shook their heads. Cortland looked thoroughly disappointed. "Well, thanks anyway," he said and walked away to sit with Alicia Casper, one of the two Gryffidor Beaters.

As soon as he walked off Sirius started to laugh under his breath. Cass looked at him with a raised eyebrow. "His name..." Sirius started breathlessly, "is..is..WOOD!" He started to crack up and fell onto Cass who just rolled her eyes and patted his head.

"Yes, Sirius, I know," Cass said. "You've known that for seven years. So calm down."

Slowly Sirius stopped laughing and looked around. "Hey, where's Sol?"

Remus frowned and started to pick at his food, pushing his eggs around on his plate. "Probably with Scott." He realized that everyone's eyes were now on him. He put some eggs into his mouth, only pretending to eat.

"Are you okay, Moony?" Sirius asked, his voice low and concerned.

"Yeah. Fine."

"Where did you go last night?" Sirius inquired abruptly.

Remus looked at him with innocent eyes. "Go?"

Sirius knew that look. It was the look Remus gave teachers when he did something. "Yeah, I woke up around midnight and you weren't there."

"Oh, then." Remus ate some more eggs, keeping himself casual. "I went to the common room. I kept waking up."

Sirius nodded, although he didn't feel fully convinced. He looked around the group and realized that not only was Lily missing, but James too. "Hey, where's James? Do you think him and Lily got back together?" Remus paled and dropped his fork. No one noticed, however, since just then the bell rang, signally that it was time to go to class.

When they arrived in Transfiguration, James was already sitting in his seat in the back. Sirius and Cassandra sat together and Remus stood there looking at James. Should he sit with him? James looked up at him and beckoned to him. Remus walked to the back and sat next to James. "Where's Lily?" he asked out of the corner of his mouth.

James shrugged. "No idea. I figured she was with you."

"I figured she was with you."

James shook his head. "Not after last night. I told her we couldn't be together." He sighed and looked out the window. "I hope I didn't hurt her."

"You told her..." Remus' face paled. "James, do you think she'd..."

James looked at him sharply, understanding exactly what he couldn't say. "No, she wouldn't..."

"She did before..."

Suddenly they both jumped out of their seats and rushed past the rests of the class and a startled McGonagall. "Sorry, Professor!" James yelled.

"It's an emergency!" Remus called over his shoulder as they ran to the Head Tower.

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I hope you guys enjoyed it! Please review!!

~ Lorelei