Disclaimer: Characters and settings are property of J.K. Rowling. What you don't recognize is mine. And I wish I owned the Marauders (specifically Sirius and Remus) but most unfortunately, I do not.

Instead of telling you what happened in the past chapter, particularly as I updated fairly recently, I'm going to give you a warning. Mm'kay?

WARNING! YOU HAVE BEEN WARNED! This chapter has MAJOR L+J action! But if you didn't LOVE that action, you wouldn't be reading, right?

X-X-X-X-X

Lily pulled her cloak tighter around herself, shivering in the cool April air. Where was he? If he got her in trouble…

"Hey! You came!" James stepped out of the Quidditch locker room, clutching a broomstick. "I wasn't sure if you would," he explained. "See, I thought you might stand me up."

"Don't get me wrong, Potter, this isn't a date," she said. "I'm only here because my pride wouldn't let me run away."

"Okay," he said, shrugging, and held out the broomstick. "Now the first thing to do is mount it like this-"

"Potter, I was in the same flying class you were first year," she snapped. "I know how to mountthe stupid twig!"

He blinked, and then held out the broomstick. "Fine. How about you show me what you know, and then we'll go from there?"

She took a step back apprehensively. "This is a bad idea," she finally said nervously. "So how about we forget it, eh?"

He stared at her curiously for a moment, and then understanding dawned in his eyes. "Oh, I get it."

"What?" Lily demanded furiously. "Get what?"

"You really are scaredof flying, aren't you! You're – you're scared of heights!" He stared, and then began to laugh.

"It's not funny, Potter!"

"No – no, it's not," he agreed, still smiling. "See, I was just trying to goad you yesterday, into letting me teach you. I didn't really think you were afraid. Well… this changes everything."

"I'm not scared!"

"You can admit, you know. It's totally fine. You know, Janine was scared of heights until her dad pretended that he'd teacher to fly by mounting with her, and instead he just kicked off and stayed on the ground, and let her rocket into the air until she got the hang of it?"

"Yes, I've heard the story." She took another step back. "And let me tell you right now, if you do that to me, I'll kill you. I won't just kill you – I'll castrate you, understand!"

He paused. "Um – wow. Okay, I won't do that. I wasn't even thinking about it," he added quickly, lying through his teeth. "Just thought it might make you feel better."

"And how, pray tell, was that supposed to make me feel better?"

"It was – never mind." He held out the broom. "How about we fly together? I'll steer, and it'll just – you'll just have to hang on, okay? And I won't let you fall."

"Look, Potter, I more or less admitted I was scared. So can we just call it quits, now?"

"No! You'll never overcome your fear if you don't try, Lily!" He looked at her beadily. "You do want to overcome it, don't you?" Lily scowled at the floor. "Come on, Evans! What sort of Gryffindor are you?"

Her eyes flashed angrily. "Clearly, I'm the not the type that flies!" She turned to storm away, but James quickly blocked her path, arms out in a gesture of apology.

"Okay, I'm sorry. That was obnoxious. So let's start over, eh?"

"Allow me to assure you, it's far too late for the pair of us to start over, Potter."

What's she talking about? "With the flying lesson, I mean," he clarified. She cast him a stormy look. "Come on, Lily, I really am a good teacher, I swear. Give me a chance, eh?"

She scowled at him, and then grudgingly took a step forward. "One ride," she replied. "And then that's it. I'll hate it," she added gloomily.

"Maybe, maybe not," James replied cheerfully, and mounted the broom eagerly, before patting the area in front of him. He swept her a gallant bow from his seat. "Your noble steed, my lady."

"Of course," she replied dryly, and mounted just in front of him. James noticed that Lily was trying very hard to sit up absolutely straight, so that her back wasn't touching him at all. Well, that wouldn't do. He reached an arm around her waist and pulled her to him, ignoring her indignant squeal of protest. "You'll be more comfortable this way," he murmured in hear. He saw the back of her neck go red, and vaguely wondered why.

"Let's just finish this," she muttered uncomfortably. "What do I know?"

"Grip the broom like you're going to steer," James explained. He waited until she did so, and adjusted her grip slightly. "There – you'll have more control this way."

"You aren't going to make me do this on my own, are you?" she asked, her voice panicky.

" 'Course not," he replied, fitting one of his own hands over her two much smaller ones, still keeping a tight hold around her waist. "All right, I'm going to kick off – slowly," he added when he felt her stiffen. "Try and relax, and lean back. You don't have to do anything."

"Okay," she whispered, but she inhaled sharply when James lightly kicked off, and the broom rose about fifteen feet into the air and hovered.

"See? Not so bad, is it?" He leaned forward so that his chin was resting on her shoulder, and took a good peek at her face. Her eyes were tightly screwed shut. He suppressed a chuckle. "Uh, Lily – you may want to keep your eyes open. Just, so, you know, we don't crash into the Whomping Willow."

"The Whomping Willow?" she half screamed. "Crash?" James let go of the broom long enough to clap a hand over her mouth, which only made her scream louder and lean forward. The broom began to head for the ground, but James hastily grabbed the broom and yanked it back up. They soared to an altitude of nearly fifty feet.

"I want off," she whimpered. "Now, James."

"Relax," he said soothingly, tightening his hold on her waist. "I won't let you fall, I promise. But no more screaming, or we'll wake the whole castle. Okay?" She nodded fervently.

"Just don't let go!"

"I won't," he continued, coaxing her to relax again. "We're going to move a bit now, okay?"

"Do we have to?" she asked in a tiny voice. He suppressed laughter again.

"Yeah, we have to. You want to learn, don't you?"

"No," she squeaked. "I want my feet on the ground again!"

"Lily, breathe!" He tightened his hold once more. "Try and relax a little. I promised I wouldn't let you fall, right? And I won't."

"Right, right," she muttered, breathing quickly. One of her hands pulled out of his grasp to clutch the arm around her waist. "Of course."

"Lean forward, just a little," he explained, leaning with her. "It'll make the ride go smoother." They accelerated, slightly, and Lily gasped. James stopped at once. "This isn't working, is it?"

"No! No, no, no!"

"Okay, okay, just – hey, don't stop breathing! Breathe, okay?" She began inhaling rapidly through her nose. James gently accelerated downwards – she started breathing faster – until he brought them to a halt, just seven feet above the ground. "Okay, this isn't working."

"Can I get off now?"

"No, no… I have an idea! Turn around."

"…What?"

"Turning around. Here, let me help…" With some difficulty, James managed to get Lily turned around, so that she was facing him. "You're going to have to hold on really tight, okay? This way you don't have to see where you're going – I'll just take you for a ride! It'll be fast, but you'll love it, I promise."

"I don't like your idea," she muttered. She looked like such a little child that James leaned forward and kissed her forehead – startling her and angering her. "Potter!"

"Sorry, sorry," he said, snorting but otherwise managing to contain his laughter. "Look, just wrap your arms around my waist, okay? And hold tight." It seemed like a good idea until Lily actually put her arms around him and scrunched up against him, pushing herself into his chest. She wriggled until she was comfortable; James gritted his teeth. "Okay, ready?"

"I guess so-" She screamed as James leaned forward, the pair of them shooting off like a rocket. James clenched his jaw when she clutched him tighter wrapping her legs around his waist as she wailed, "Get me off of this thing!"

"Relax!" he shouted back, beginning to settle into the rhythm of flying, never mind the fact that Lily was hanging onto him as if her very life depended on it. He pulled the broom up, and they went spiraling into the air.

X-X-X-X-X

"Where d'you suppose Lily is?" Janine sat in the window seat, drumming her fingers aimlessly as she stared out the window.

"Hey, Janie, look, I'm an elephant!" Janine turned slightly as Jen started giggling madly, socks on both her ears and her nose. She glanced over her darker-haired friend's head to Marlene, who shook her head and pointed to the four empty bottles of butterbeer.

"That stuff's not strong, though," said Alyssa pointedly, flipping through a fashion magazine.

"It is after you've had four bottles, I guess," Marlene replied doubtfully.

"Where'd she get that stuff from, anyway?" Janine wanted to know.

"From your stash in the armoire," said Alyssa. "Why?"

"Because I spiked that stuff with Firewhisky," she explained. "From the last Quidditch party in the common room." She turned out the window, ignoring Jen's cart wheeling across the room. "Eh… knock her out, would you?"

"Jennie, go to sleep," Marlene scolded. "It's past your bedtime."

"You're not my mummy," said Jen, puffing out her lower lip, "and-"

"Sobrius!" Jen moaned loudly, falling back onto the bed as Janine pocketed her wand.

"Ooh, you bitch. What did you do that for? Now my head hurts like a bitch."

"Serves you right," Janine replied unsympathetically. She leaned further out the window. "Where's Lily?"

"Prefect rounds, probably," Alyssa murmured, turning a page.

"Yeah, well, she should have told – what the hell is that?" Janine leaned further out the window, and then gave an almighty screech and jerked back just as a broomstick whizzed where her head had been, its occupant screaming madly. "Hey, watch it, arsehole!" Snarling, she leaned out again, trying to get a glimpse of who it was. "You stupid…"

"Who was that?" Jen asked.

"Probably some half-arsed Hufflepuff who can't fly a damn," replied Janine crankily, and she slammed the door shut. "Leave flying to the professionals," she added under her breath, and settled in her seat for another evening of sulking.

X-X-X-X-X

James noticed Lily was shaking in his arms, so he quickly landed on the roof of the Gryffindor tower, hoping nobody had seen him when he'd flown past the open windows. He dismounted swiftly and helped untangle Lily's legs from his waist, setting the broomstick beside them as he comfortably sat. "You okay?" he asked, concerned.

Lily's head, up until then, had been buried in his chest. Now she looked up, her cheeks red and her eyes bright and green. "That was…"

"Sorry," he said quickly when she trailed off. "I guess I went a little fast, eh?"

"Did you see her face?" Lily started to laugh. "God, we almost took Janine's head off! It was hilarious!"

"Er… I guess?" James shook her shoulders gently. "Hey, Lily, get a grip. I think you're hysterical. Or something."

"I just…" She whooped with laughter again and settled into his lap, burying her face into his neck. He could feel wetness soaking into his neck and the edge of his shirt, and instantly pulled back and grimaced when he saw the tears floating down her face. "Oh, God, I was so scared!"

"Um…"

"I'm such a chicken, aren't I?"

"Nah, you're not," James said, reaching for his sleeve and gently mopping her tears. "I mean… I went pretty fast. I guess if you're not used to it…" She'd stopped crying. "Did you enjoy it, though?" he asked eagerly. "Did you have a good time?"

"NO! Not at all!" James flinched, and she added grudgingly, "I was terrified out of my mind, Potter. Or didn't the screaming tip you off?"

"Yeah, guess it should have," he admitted. "But… was it really that bad?"

"Yes, it really was." His heart sank. "When can we do it again?"

His head jerked up. "Er… what?"

"Well, I'm never going to learn if I give up now, right? But next time, we go slower." She fixed her eyes on his. "And I'm going to drive."

"Sure," he said, suddenly cheerful again. "Sure thing, Lily."

X-X-X-X-X

Lily reached forward to tap the Fat Lady's frame, intending to wake her up, but she found James blocked her path. "Yes?" she asked, cocking an eyebrow.

"Now, come on. I want you to admit it."

"Admit what, precisely?"

"That I'm not aw awful as you think!"

Lily took a deep breath. "Ugh. Fine, fine. You're… you'renotasawfulasIthink." James blinked. Well, it was a start, anyway. "Although…" She frowned. "I could do without you hexing every Slytherin you come across."

James's expression turned stormy. "That isn't fair. They're… they're Slytherins! I mean, they'd hex me too – what am I supposed to do, lie down and take it every time Snivellus throws a hex my way? I can't do that, Lily! Besides, he's – he's bad news!"

"Bad news," she repeated skeptically. "Bad news."

"Yes, well – he's into the Dark Arts, and he'll probably turn out as a Death Eater or something, and, and – and he called you a Mudblood!"

"James," she said in a patient voice, "All right, so he reads up on the Dark Arts – well, it's important to know all you can. And you don't know that he'll be a Death Eater."

"What about his calling you a Mudblood, eh? I'd like to see you explain that one!"

Lily's eyes flashed momentarily, but she firmly stomped down on her anger. It wasn't fair for her to get angry with James, because although he was being a prat, he was being a very sweet prat, and he only wanted to defend her.

…Did she just call him sweet?

"Well… that's my problem, isn't it? Not yours. I don't really need you to champion my cause," he opened his mouth here and she quickly added, "although it's very sweet of you to do so."

He gave her a mutinous look. "All right, Lily Evans, let's get one thing straight. I am decidedly not sweet."

Lily flashed him an angelic smile. "Well, I think you are."

"I'm – I'm not sweet!"

"Well, let's see." She took a step closer to him, and he gulped. Standing on her tiptoes to peer into his face, she began ticking things off. "Firstly, you're always trying to defend me," she murmured, "and even though you're a bit arrogant, you always help out Peter when he needs it, and you never turn your back on him.

"Evans-"

"And," she continued in a loud voice, overriding him, "you helped Severus even though you despise him, because you didn't want anything to happen to Remus."

"Lily-"

"You sent your elves to search your house – which Janine tells me is very big – just so she could find out the truth about this Tom fellow, and we all know that half the reason we do all this nonsensical research is because Janine wanted to.

"Well, we were curious too-"

"But we all know that it's mostly the former reason." She smirked devilishly at him. "And look at you now – you're trying to teach me to fly. You know what that makes you?"

"Don't say it," he began stubbornly.

She gave him a wicked smile. "Sweet." The word left her lips a scant second before James's mouth descended on hers.

She wasn't really sure how her arms got up around his neck, or how one of her hands tangled in his unruly hair, or how his arms had wrapped tightly around her, because even though he was kissing her ravenously and she thought she should stop him, she was far too busy kissing him back to notice. She didn't even notice when he pressed her up against the wall, except that it wasn't a wall…

"Good heavens! Get off of me at once!"

Lily and James leapt apart and glanced up at the wall – no, it was the Fat Lady, and she looked half asleep but very scandalized. "Children," she said in disgust. "Can't help but going at one another like rabid, starving wolves-"

Lily choked, partially in embarrassment, partially in laughter, as James said hastily, "All right, all right, we're sorry – password's Crup Tails, now let us in, will you?"

Sniffing haughtily, she swung open to admit them, and they both scrambled though. It swung shut, and Lily glanced at her feet, cheeks flushing brightly. She couldn't bear to glance up at James, because she knew he'd be smirking triumphantly, or some such thing. Unable to help it, she looked up.

Except he wasn't smirking triumphantly – he wasn't smirking at all. He, too, was glancing firmly at his shoes, his cheeks a ruddy red, his hair even more unruly than usual – Did I do that? – and his glasses slightly askew.

"Sorry," he muttered. "I didn't… I didn't mean to kiss you. I'm really sorry – that was awful, wasn't it?"

Lily stared. She hadn't thought it was awful at all! "Why, you-" she spluttered indignantly. He jerked his head up to stare at her in surprise. "You – you kiss me like that, and then you act like it's nothing-"

"I'm not acting like it's nothing-"

"-And then you say it's awful, and you say how you didn't mean it-"

"Wait, that's not what I meant-"

"And you're just – you're just such a pig, you know that?" She threw the insult at him, ignoring his astounded face. "Because even if I'm not good enough for you-"

"Hang on, Lily-"

"-Well, maybe it meant nothing to you, but it meant something to me! So just – just piss off!" She spun on her heels, cheeks flamed with embarrassment, and stalked towards her dormitory, more humiliated than she'd ever been in her life.

"Wait – wait, Lily!" She could hear James scrambling after her and quickened her pace, hurrying up the stairs – and she'd almost reached the top, except that James had started up too, and the entire staircase turned into a slide, sending her to the bottom and ungracefully on top of James, who had already landed in a heap at its foot.

He glanced up at her as she tried to clamber off of him, but he grabbed her arms and pulled her back so that she was practically sitting on him. "Did you mean it?" he wanted to know. "That it meant something to you?"

She didn't answer, her eyes wide and her cheeks flushed, so James just took a chance and kissed her once more, trying to be gentle at first, coaxing an answer out of her, but the kiss sent a jolt of excitement through both of them and James struggled to sit up as Lily pressed her palms into his shoulders, clinging to him even more tightly than he was clinging to her-

And then she jerked away, her curls pulled to one side of her face, her eyes the side of dinner plates. James was close enough to count the few faint freckles across his nose, and was thinking about kissing her again, when she whispered, "G-good night, James." She hastily climbed off of him and scuttled up the stairs, leaving James in a heap at the bottom. He heard the door click shut high above him.

He sat frozen for a few minutes, and then whooped suddenly, pumping his fist into the air.

"What the hell are you doing down there?" James craned his neck around and saw his three friends, clustered at the banister, staring down at him, all dressed in their pajamas. "And where were you?" Sirius demanded. "You missed it. This crazy dervish whirled by our window, and-" He gave James a bizarre look as James began to laugh uncontrollably. "…Er, are you all right, mate? Mate? James, stop laughing… you're creeping me out, seriously now…"

X-X-X-X-X

The next day on the way to breakfast, Lily ducked her head, allowing the long tendrils to hide her eyes. Unfortunately, said tendrils obscured her vision, and she smashed into someone. "Look, Potter, I can't deal with you just now, last night was very-" She stiffened and color flooded her cheeks as, far above her, Severus Snape arched a delicate eyebrow, a sneer on his face.

"Never took you for Potter's type, Evans," he said stiffly, and extended a hand towards her. Lily stared at it dumbly for a moment, unsure if she was hallucinating – and she rather hopes she was. "It's a hand, Evans," he pointed out in exasperation. "Now do you want help up or shall I leave you disgracefully on the floor?"

Lily seized his hand and allowed him to pull her to her feet. She knelt to pick up her books, and was surprised when she found a hand on top of hers. She stared at it, dumbly, for a few minutes, too, before realizing it was most likely Snape's. She snatched her hand back and watched as he stood, handing her the final book. She gazed at it suspiciously.

"I did not hex it, Evans, if that is what you were wondering." Actually, she had been wondering that. "Good day." He strode away, black robes billowing out around him.

"What was Snivellus talking to you about?" Lily gritted her teeth and turned to face James Potter – blessedly alone.

"Nothing. He just knocked into me-"

"That greasy git, he probably did it on purpose!" He pulled out his wand – and then Lily blocked his path. He look astonished, and then added sheepishly, "Er… championing your cause?"

Lily looked at him. "I don't really want to use it up on this, but I think I have no choice."

"Er… what?"

"For the rest of the month…" She gazed him straight in the eyes. "Be nice to him. I mean it, be nice to him – no hexing, no fighting. If he says something to you, don't retaliate. And if he, say, trips… offer to help him up, like you would to me. If your friends try to do something, I want you to stop them. That's my favor. That's what you owe me."

"No! Lily, come on, that's completely unfair!"

"Frankly, I think it's fairer than you deserve," she shot back. "I'm not asking you to marry him, Potter, I'm asking you to be nice to him for under three weeks. How difficult can it be?" She started to walk away.

James grabbed her arm. "No, you don't understand. This is… this is a bad time!"

"Favors aren't repaid when they're convenient for you, Potter," she informed him.

"I though you were calling me James. You were last night."

"Can we not talk about that?"

"I think we should."

"I think we shouldn't." She scowled at him. "Why must you be difficult?"

"Me? I'm not being difficult; you are! You said it meant something to you!"

"I lied."

"No, that's what you're doing now. Tell me it didn't mean anything to you."

She gazed at him steadily again. "That's dirty, Potter."

"Look, you can't make me do this. This Friday is – it's Sirius's birthday, okay? And you know Saturday – all that stuff about tradition, pranking everyone, especially Snivellus-"

"You didn't have to prank everyone the day after your birthday!" she pointed out irritably. "Being drunk doesn't excuse me!"

"I wasn't drunk, I was hungover. The difference being that I was drunk the day before. Come on, Lily, be reasonable."

"Didn't I just tell you favors weren't repaid when it was convenient for you?"

"Well, yes, you did – but come on, Lily, it's unfair!" His eyes pleaded with her; her eyes gave no quarter. "Please?"

She frowned at him for a long moment, and James almost thought she'd agree. But then – "I think it's a good lesson for you, and it's only fair, after all."

"What?" he exclaimed.

"You're giving me lessons, so now I'm giving you one. And believe me, Potter – I'll know if you don't hold up to your end of the bargain." She turned away from him, striding into the Great Hall. James watched her go, before turning and kicking a wall, swearing in frustration.

"And things were going so well, too!" he grumbled. Scowling at the doors to the Great Hall in irritation, James decided to skip breakfast and instead stormed off to the pitch, hoping to keep his mind off of things by flying.

X-X-X-X-X

A/N: Didja like that? Hope ya did! I'm not going to say much of… anything, because I sorta forgot where this story was going so now I need to go back and reread the whole thing so that I'll remember everything I've written before and so that I don't repeat myself and so I need to go back and read the whole thing.

…Yeah, okay, the repeating thing above was TOTALLY intentional. I'm a loser; go sue me ('cept you won't get nothing 'cause I got NOTHING!)

Yeah, I'm crazy. Completely. Hope you liked the chapter; leave a review! Peaches