TO THE READERS:

A few of you had comments about Lily being terrible in potions. First off, this was all written before HBP came out, and Lily's failings as a potions student were originally modeled after terrible Harry is, creating a family resemblence. Now, I realize that this is no longer canon, and I apologize most sincerely, but I will not be changing it.

To those of you who were unhappy with this, do not worry, because Slughorn will appear in this story, and he will see Lily as a magnificent potions student. And if you want to see why, you will have to continue reading. --

Thanks so much for your support. Oh yeah, I know James' eyes are hazel, but they're blue in this story. Also not canon. Sorry about that, but it won't be changed.

...Review!


I hope this is the last major project I get assigned this week. Lily thought as she scribbled down the parameters in her Care of Magical Creatures notebook. Professor Kettleburn was in St. Mungo's at the moment, and the attractive woman that was filling in for him was having a rather difficult time reading the notes the dilapidated professor had left for the project.

They were outside, as was the norm for Care of Magical Creatures class. It was a rather warm fall day, causing irritation in teacher and class alike.Everyone was slightly on edge, just because it was the last class before lunch. Already they could see people dotting the grounds, eating their lunches on conjured picnic blankets.

Lily's shirt was unbuttoned about three buttons, revealing a glimpse of her sun-dusted collarbones. She couldn't help feeling like a slut, but it was hot out there. The heat was wearing on everyone, except a couple who were lounging under a huge pink umbrella.

James had conjured this umbrella just so Tevyn wouldn't have to sit in the sun, and it incensed Lily.

"That's so disgusting." She said aloud, watching as James made sure Vyn was happy. Out of the corner of her eye, she saw someone hop up onto the fence next to her, and she turned to face Sirius Black, whose hair was laying flat on his forehead for once.

He had definitely matured over the summer, Lily thought, letting her gaze wander over his face. He was much leaner now, being slightly more stocky and shorter the year before. His face was dark and brooding at the moment, his eyes raking the landscape.

It was not hard for Lily to remember why she had been so taken with him the year before. When they had been together, it had been wild and so delicious, that Lily felt she never wanted to be apart from him. It was not anything that had happened between them physically, because Lily was still a virgin.

She guessed it was just the sheer magnetism that he gave off, that electricity that drew her in and held her. He was so charming and funny and so goddamn smart. You couldn't not like Sirius Black.

"What's disgusting?" his voice broke into her thoughts. He seemed rather annoyed, and she guessed that he had been asking that question for the past five minutes, while she remembered their former relationship.

"Oh. Sorry." She said.

"Sorry?" he repeated, tearing his eyes off the horizon and looking at her in astonishment. "Didst thou just apologize to me?"

She shrugged.

"You're not Potter." She pointed out. "It isn't that rare of a phenomenon." He grinned, jerking his head in the direction of the umbrella couple.

"That what you were talking about?" he asked. " 'Bout being disgusting?"

Lily shrugged again, not completely comfortable conversing with him like this. Apparently, he did not notice.

"So how was your summer, Evans?"

"Fine."

"Just fine?" he questioned, still looking at her.

"Yeah."

"Well, mine was too. Especially when..." he cringed for a second, his voice trailing off.Lily couldn't help herself. She was incredibly curious.

"What happened?" she asked, smiling and wondering.

"It was rather funny, actually." Sirius said, but Lily could tell something was wrong. His face was dark and brooding again, and she was worried that he wasn't going to tell her.

"Just tell me." she said, infinitely curious about his wistful expression. He sighed, once again raking his fingers through his hair.

"Maybe some other time, love."

Lily shrugged, outwardly pretending not to care. She really did want to know what had him looking so removed.

---

Sirius could see Lily's heated, angry eyes as they slipped back over James, glaring holes in the back of his best friend's head.

Why, Lily Evans: jealous? No way.

But as the class period progressed, he surmised that this was most indefinitely the case. Her entire body was stiff and unfeeling, but he knew she was burning inside.

He chuckled to himself. Maybe she finally realized that James wasn't all love notes and poetry. He wasn't going to sit under her window forever and wait for her to come out.

Yes...he thought. Maybe that's exactly what James was doing. Instead of sitting under her window, he just went straight to breaking the glass.

Let's make this a little more interesting. Sirius thought, a plan already forming in his clever mind. He would have Lily and James dating in a snap, but he needed some backup.

As soon as the class was over, he hopped down from the fence, looking up at Lily.

"Have lunch with me?" he asked, turning on his charm. He knew she would never turn him down, and to his delight, she smiled at him.

"I guess." she said quietly, then, as swiftly as it appeared,her smile disappated as if this was something horrible she was being forced into. But inside, she was jumping with joy. Lately her lunches had been rather dreary, sitting with Hilary and listening to her chat about her new boyfriend.

This lunch would be spent with Hogwart's finest, Sirius Black: charmer, Marauder, and James' best friend.

---

"Hey, Vyn." James called, shoving his books back into his over-the-shoulder bag. Vyn was up ahead, already starting up the hill to the castle. She turned around, smiling warmly when she realized who it was.

James had been very kind to her these past few days, and she already was starting to think of him as her best friend, her brother even. She could tell that the feeling was mutual. At first she thought that this could be a man worth falling in love with, worth waking up to every morning. He was, of course, but he wasn't right for her. She could tell that there was something lurking beneath the surface that got caught in the way of their relationship.

James had been very sweet in showing her around the castle grounds, introducing her to people, telling her about the swarmy Slytherins. It had all been extremely fun. Come to think of it, Vyn couldn't have told you the last time she had this much fun.

"Hey, James." she answered when he had caught up to her. "Boring lesson, huh?"

"Yes, rather." James said, glancing behind him. Lily was walking with Sirius.

Lily was walking with Sirius?

Holy-bleeding-shit. What was going on there?Apparently, his astonishment was showing on his face, because Vyn looked at him curiously.

"Is there a problem, James?" she asked, following his line of sight to the couple a few yards behind them. Sirius was laughing at something, his head thrown back in mirth. If James hadn't been so angry, he probably would have noticed that Lily was pointedly staring away from him, as if she knew he was watching them.

"Yea-no." James answered, turning backaround. "I just thought I saw a ghost."

His lame joke caused Tevyn to smile. Yes, there was much more to James Potter than met the eye.

Because behind that happy facade he was wearing right now was a man who was so angry that he could strangle something. Tevyn knew this because she read the hurt and anger in his eyes.

Of course, she knew Sirius and knew that he was James' best friend. She also knew that the slight redhead beside him was the object of James' dreams.

Dreams that would come true? Tevyn smiled.

...Maybe.

---

Sirius grabbed Lily's arm and led her over to a sunny spot beside the lake. The closest couple was about fifty feet away, so they were pretty much alone. Lily was wondering what he was doing when he suddenly pulled out his wand and began charming the areas around them.

"Yeah...um, Black?" Lily muttered, attempting to get Sirius' attention. However, he ignored her and continued to conjure the most elegant lawn table and chairs she had ever seen.

But he didn't stop there, he then began to conjure up food to fill the table, glaring when the forks wrapped themselves wrong in the napkins. There was soon a huge pitcher of lemonade and finger sandwiches laid out on the pewter table.

Lily felt decidedly uncomfortable. Now, not only was he asking her to a lunch, he went completely overboard in preparing it.

Then, his ebony eyes turned to her, and lit up with a sudden idea.

"Why, my dear Lily! You can't eat lunch dressed like that!" he raised his wand.

"Sirius, don't-"

But Lily's words were cut short. With an incantation and a flick of Sirius' wand, she was adorned in a lovely, old-fashioned Spanish sundress. Even her hair was done, a ring of flowers on her head and the springy curls spilling over the sides onto her bare shoulders.

"Sirius!" Lily exclaimed, looking down at her outfit. It looked almost like she could have stepped out of one of those old movies, like Zorro or something. Except she was a redhead...and this wasn't Mexico.

"You do not like my handiwork?" Sirius asked. He, of course, was still in his school clothes.

Lily burst out laughing. How could she not? Sirius overdid everything to the extremes, and lunch was no exception.

"I love it." she said, trying to keep her face straight. She could not pretend to hate him when he was being like this, disarming and terribly proper.

He even pulled her chair out for her as she sat down, forcing the billowy red skirts under the table too.

He sat down across from her, raising the umbrella on the table and enveloping them both in a cool shade. He cocked an eyebrow, and Lily smiled again.

"Much better than James, eh?" he asked, winking and sitting back down again. "All he can conjure is a lousy pink umbrella! Hell, woman, I made you a whole feast."

Lily giggled, shaking her head in astonishment. How could she be having this much fun with a boy that she normally hated?

"Why were you drunk on the first day of school?" she asked, digging delacately into one of the tuna salad finger sandwiches.

"Trying to forget you, love." Sirius said seriously. Lily blushed slightly as his heated gaze traveled from her waist up.

"Honestly." she prompted, fanning herself with her hand.

"I dunno...sort of a kickoff to the year." Sirius said, his dark eyes not leaving hers as he popped a sandwich into his mouth.

"Where was Remus? I didn't see him for the entire first week." Lily asked, her pretty face going pensive.

"His Grandmother, you know." Sirius said gravely. "She got very ill."

"Oh." Lily said weakly, feeling bad for intruding on something that personal, even if Remus wasn't there. Lily wasn't a bad person, she just acted hateful around the Marauders.

Even now, her conversation was guarded, as if she were slightly on edge. Sirius could tell she was afraid of him.

"So what's between you and James?" Sirius questioned, seemingly out of the blue. He knew what was going on, but he wanted to know Lily's take on it.

"Nothing." Lily answered firmly. "Isn't James dating that girl..."

Smart. Sirius thought. You are very smart, Lily Evans. If I were less intelligent I would actually fall for your 'Change the Subject' scheme. But I know you and I certainly know James.

"No." Sirius answered, just as firmly. "And you knew that."

"Of course I didn't!" Lily said adamantly. "I was just wondering."

"Honey, your emotions are written so clearly in those eyes of yours, even Peter could read them, and he can't even read his own handwriting." Sirius said conversationally, tipping back in his chair. "You like James, don't you."

"No. I can't stand him, and you're really getting on my nerves." Lily said, pushing her chair back and standing up.

"Ah, Lily. Leaving so soon?" Sirius asked, glancing at her.

"Thanks for lunch, Sirius." she answered shortly. She began to walk away, and Sirius chuckled.

She came back two minutes later, glaring at him as he sat leisurely in his chair.

"Change my clothes back." she declared, her small hands on her hips. Sirius raised an eyebrow, not looking at her. She rolled her eyes.

"Please."

-

Hilary sank back onto the soft sheets of her bed, her dark eyes fluttering shut as she laid her arm across her forehead.

It had been a much too stressful day.

She had failed a DADA quiz, gotten a detention for gum in Transfiguration, and been asked out by a creepy fourth year.

Way too much stress.

She was sinking into slumber when she heard a rustle near the door. She sat up, her dark brown eyes trying to see through the mundane darkness.

She squinted, barely being able to make out the door. Suddenly, a tall, looming figure appeared out of nowhere.

"Aah!" she yelped, grabbing whatever was closest to her and throwing it at the thing.

"Damn! Watch it, Jenson!" a deep, male voice exclaimed, throwing up his arms in front of his face. The thing she had almost hit him with hit the floor with a dull 'thud'.

"Do not throw designer heels at me, you hear?"

"Sirius Black, get out of my dormintory." Hilary hissed through clenched teeth.

"I needed to talk to you, before you tried to pummel me with shoes." Sirius said crankily, sitting down on the edge of her bed.

"About what?" Hilary asked, suddenly curious.

"Lily and James, of course." Sirius said, as if this was the most obvious thing in the world.

Of course. Hilary thought, thinking she'd gone insane. One of the hottest guys in school comes up to my dorm at night!...to talk about my best friend. Of course.

"What about them?" she asked.

"I have a plan on how to get them together." Sirius said. Even in the dark she could see the boyish spark that lit up his face. "And yes, Burghely, I know you're listening. Come over and join the fun."

Samantha Burghely smiled into her pillow, rolling over and padding quietly over to Hilary's bed. It wasn't every day that you got to plan conspiracies against your rival.

"You're very observant, Black." she complimented, nodding her head in his direction. "Now what is this plan of yours?"

"Okay." Sirius said. "But you guys have to really help me on this, no faltering. Alright?"

The three conspirators leaned their heads together as Sirius began to lay out the plan.


Albus,

I have decided that the assignment we shall give the Head Boy and Girl will be to find a new system for the post to arrive in the morning, since so many students have complained about owl droppings in their breakfast. While they're at it, they might as well renovate the owlery as well. I hope you are satisfied. Are we still on for lunch the 24th?

Minerva


Sirius quickly exchanged the note that McGonagall had given him with the one that Samantha had written the night before. Many people had commented on how alike their handwriting was, so Sam had been the perfect candidate to write the note.

Hilary found it hard to keep from laughing as Sirius tossed her a quick wink from across the room.

"Make sure you deliver that straight to the Headmaster, as soon as he talks to you about your detention." McGonagall said, eyeing him angrily.

It had been very hard for him to keep from laughing as he purposely got a detention from her. He had found out about the project Dumbledore had given her only a few days ago, and this plan had come to his scheming mind only last night.

The decision to bring Hilary and Sam into the plan though, was a hard one. He had climbed into their dorm in the dead of night, making sure that Lily was out on patrol duty. He would deliver the false message to the Headmaster, dropping the real one into a bin along the way. Then it would only be a matter of time before the wheels were set in motion.

After a brief lecture on his behavior from Dumbledore, Sirius handed him the fake letter and walked out of his office, grinning slyly.


Dear Albus,

I have completed the project you gave me before the start of the term. My decision is that the assignment for the Head Boy and Girl will be to plan and manage their pre-graduation party and ball, which will take place shortly after Christmas..

Lily Evans is a very diligent worker who will, no doubt, do very well on this. She may also be able to teach that James Potter some manners, since his are so ghastly.

Yours,

Minerva McGonogal


"Interesting." Dumbledore mumbled. "Minerva spelled her name wrong. How odd...How odd indeed."

Lily knew that she was late. She had finished with her lunch a few seconds too late and the bell had rung. She had still not gotten her books from the library, and this was the reason why she was running pell-mell down the hallways.

Her bag slung over her shoulder, she skidded into the dark dungeons like a wildwoman. She sprinted down the corner until she came to the potions classroom.

"Sorry Professor." she panted, accidentally slamming the door and causing everyone to look at her.

Professor Kelpily looked down his rather large nose at her, a deep frown etched into his brows.

"Please sit, Miss Evans."

Lily obeyed, forcing her breath back to normal. She brushed her hair out of her face and blushed as she noticed all the sneering glances being thrown at her.

Cursed Slytherins, she thought as she sank into a chair in the back. Think they're on top of the bloody world.

"As I was saying." Kelpily said, looking down his nose again. "Today we will begin our study of the Buttreasu flower, and you will break up into your groups for the first time. First hour we will take notes, and the second hour you will begin your dissection of this flower. I hope you all remembered your dragonhide gloves."

And with that he waved his wand and their notes appeared on the board as he lectured, telling them all the properties and the anatomy of the flower.

Lily boredly, but diligently wrote down all this, her mind completely elsewhere. Her cheerfull mood had turned sour from breakfast. She was having a bad hair day, and she just remembered that she had to work with Sirius.

She glowered, pushing a little too hard on her quill and making a blot on the page. She sighed, pulling out her wand and vanishing the mistake.

"Miss Evans." Kelpily said, near her ear. Lily jumped and turned, knowing she was in trouble for doing magic in class.

But to her surprise, it was not Kelpily, but Sirius Black, who was laughing quietly at her shock. He actually did a very good impression of the stuffy professor.

"Doing magic in class..what? Hmm...that deserves a detention, it does." he said, his hand reaching out and skidding her paper around to face him. He read over her notes, and Lily watched in fascination as his black eyes darted back and forth.

"Sod off, Black." she hissed, not really meaning it. Her attitude towards him had somewhat lessoned of late, but by no means were they close friends. Well...Sirius thought they were, but then again, he was friends with everybody.

"Charming little flower, she is." Black said, smiling and winking. "Almost as deadly as the one we're studying."

"Shit, Sirius!" she hissed, "I forgot section 'D' in our notes. Can I see yours?"

"Sure." he said brightly, handing his paper to her.

Lily looked at it blankly, and then giggled. Sirius was such a lunatic. He had not written down a word of what Kelpily had been explaining, but had instead written his name backwards at the top, above a scribbled picture of a Quiddich pitch. On the pitch was a figure on a broomstick with incredibly spiky hair...that could only be James...

Then, as she continued looking, the picture began to move. The picture James blew kisses at her and a little speech bubble flew out of his mouth.

"I'll catch the snitch for you anytime, baby." he was saying.

Lily snorted at this point, realizing too late that the entire class could hear her. This time, however, Kelpily turned from the board and made his way towards her, nostrils flaring.

"What is going on here?" he demanded, his eyes flicking from where Sirius' desk was pushed up against hers, and back to Lily.

"N-Nothing sir." Lily choked, going red from holding back her laughter.

"Aw, Me and Lily were just talking about the dissection, Sir." Sirius cut in smoothly. In a move Lily almost missed, he touched his paper, and it immedietely turned into a perfect copy of Lily's notes. Kelpily did not notice this, since he had that odd habit of looking at people over his nose.

"Lily and I." Kelpily corrected, but was nonetheless pleased that his students were such overachievers. "Well, carry on then. Anyway, it's time to break up into groups anyway. And by the way Black, those are excellent notes. You should teach your partner how to make them that well." he added, giving Lily a significant look.

Lily's mouth rounded into a little 'O', as she looked down at her paper. On it was a crude picture of a boy with glasses. Over the top it read 'I Lurve James Pottur', with the 'J' backwards, of course.

That had been the swiftest magic she had ever seen! Sirius had transfigured her paper without even her noticing!

She turned to him, grinning wryly.

"He thinks I'm an idiot, now." she said, punching him in the shoulder.

"He already did! Besides...the paper tells the truth." Sirius replied, dangling the horrible picture in front of her nose. She lunged for it, trying to grab it out of his hands, and she soon resorted to just hitting him.

"Ow! Dammit. Uncle." Sirius finally said, dropping the picture. Lily quickly vanished it, grinning smugly.

As she gloated over her victory, Lily looked at the boy beside her, who was currently doodling on his Potions book.

How did he manage to keep his grades up? She had never seen him take accurate notes, but he always seemed to get the highest grades on exams and things.

She shrugged. Maybe he just had a knack for Potions, like she did for Charms, and James did for-

Stop it, stop it now. She mentally punched herself. Quit thinking about that idiot.

But poor Lily did not know that this was only the beggining.

---

"Patrol duty again tonight, Evans." Remus Lupin called to her at lunch. Her shoulders drooped. She was exhausted. She had stayed up late the night before finishing up her essay for Binns. And now she had just finished the chaotic class with Sirius, in which he had managed to rip her flower apart instead of carefully dissecting it.

She could have sworn that he was being an idiot on purpose, but it made her mad all the same. Sirius was normally fun to be around, except when he was in arrogant-prat mode. It was also awkward having to work with her incredibly handsome, if somewhat stupid ex boyfriend.

Lily grabbed some food and sank wearily into her seat at Gryffindor table. She stuffed a bit of biscuit into her mouth and chewed mechanically. She knew she must look like some sort of insane wraith, with her hair all mussed and her makeup smeared, but she honestly didn't care.

Perturbed by the closeness of all the other students, Lily decided to take her lunch outside. She picked up her purse and walked away, ignoring the odd look that Hilary sent her way. She hadn't spoken to her friend in a while, always seeming to be a rush to make it to the next class. She shrugged inwardly.

I'll make it up to you later. She thought. But she still felt guilty.

---

"You in there, James?" Vyn asked, pouting prettily.

"Not really." he answered. "I think I'm gonna go for a walk."

"Sure," Vyn answered, but James could see the furrow in her brow. She also had watched the pretty redhead walk stiffly out of the hall, and James was willing to bet his broomstick that Vyn knew he was going to follow her.

James stood up and quietly walked out the doors, noticing the bright red hair disappear around the left corner as he did. Odd, he thought. He had really thought she was going outside.

But Lily had decided she didn't want to be out in the sun, so instead she went through the open, airy corridor that overlooked the courtyard. It was pleasantly quiet and lonely in there, so that was where Lily wanted to be.

He found her sitting between the two poles of the window frames, her back against one, and her feet propped against the other, hugging her knees to her chest. The sun was glinting on her face, making her hair shine brightly againt her pale skin.

She just sat there, completely oblivious to the man watching her.

And he was watching her. He realized now why he couldn't get her off his mind. He wanted her. Wanted her so badly that right now he was aching for it, needing to touch her and be with her. If she only knew...

James leaned up against the wall, folding his arms across his chest.

As he watched her, the warm sun hit him full in the face, and his eyelids drooped lazily.

"Oh Merlin!" Lily gasped a few minutes later, turning to see him gazing at her under lowered lids. "What are you on about, Potter! How long have you been watching me?"

"Since September first, seven years ago, honey." he said lazily, his eyes roaming over her body. She looked so tempting, even in the prim uniforms. He knew that men drooled over her when she wasn't there to notice.

"Oh shove it, idiot." she snapped, hopping down off the windowsill. "You just ruined my day. Don't...don't watch me anymore."

"But since I'm a crazy psycopath stalker...isn't that what I'm supposed to do?" he said, firing her own words back at her. Lily's mouth rounded, and she looked like she had been slapped.

"Oh! Do leave me alone." she finally said, clearly embarassed.

"Are you sure?" James asked, lowering his voice and smiling. Lily merely ignored him, brushing past him and attempting to stomp away.

But James was too quick for her. In a lightning-quick move, he reached out and grabbed her wrist, pulling her around so that she smacked rudely against him. Then he wrapped his arms around her waist, pressing her closer.

"I believe I said 'Leave me alone'." Lily gasped between snarls. Her nostrils were flaring and the color had risen in her cheeks. James knew that she was about to fly off the handle.

"Did you really?" he drawled.

Lily caught a whiff of his honey-and-coffee scented breath, and her knees went slightly weak. She knew she should fight, should try to get away...but he felt so good.

Stop mooning over him you idiot! She finally reprimanded herself.

James grinned as he saw a delightful twinkle creep into the redhead's eye. She disentangled her arms from him and let her fingers dance all the way up his chest, smiling naughtily as she did so.

James shivered at the sensation. Then he gasped when she planted her palms on his chest and pushed him roughly away, cackling like a banshee.

With that she lighted off down the corridor, her red hair swinging out behind her.

"I believe you've just been rather tricked." a voice called sarcastically from behind James. The dark-haired boy turned to see someone that he would rather not have.

"Observant, Malfoy. I'm surprised you could draw that conclusion all by yourself." James answered coolly. The blonde Slytherin was dressed impeccably in a pair of tan dress pants and a green shirt. But these clothes, however, did not hide the thinness of the Slytherin Seeker's frame.

"You're wondering why I'm not in uniform." Lucius said, his silvery voice edged with superiorority and sarcasm.

"Not really." James said, shrugging.

"Well, I'll tell you anyway. I have a meeting with the Minister of Magic." Lucius said nastily. "A bore, really."

"Why?" James asked.

Lucius' pale-blue eyes lighted up with a kind of malicious pleasure.

"He wants to speak to me about a job I might get, you know, unimportant things." Lucius shrugged, but knew that his barb had hit its mark. Everyone knew that James Potter's parents had always wanted him to go into the Ministry, but couldn't find an opening.

James' brow narrowed.

"Have fun with that." he said. The sarcastic remark didn't really irk him at the moment-he had much more important things on his mind.

And so James turned, walking swiftly back into the Great Hall, hoping he would catch Lily before she moved on to her next class.


"Did I do a good job?"

"You bloody idiot. That was the most moronic excuse I've ever heard! And besides, you just had to point out-"

"Oh Eryn darling, don't worry. Potter is too thick to read the Daily Prophet. Of course he won't notice that the Minister is in Paris! All we have to worry about is that the plan gets carried out successfully." Malfor said, stroking the chestnut hair of his companion.

Eryn sighed, her thin shoulders drawing together in exhaustion.

"We will make him happy. We will complete this mission." she said firmly.

"Naturally." Malfoy hissed, his eyes blazing as he watched Eryn walk stiffly away.