Disclaimer: I quite obviously don't own Harry Potter. If you thought for a moment I did – smacks you in the back of your head

A/N: Written in a bout of depression over unrequited/hopeless/lost love. James, honey, I feel your pain. But of course, it's a happy ending – although, I was sorely tempted to make it all sad and angsty, but such would be sacrilegious, and I dare not blaspheme the Lily/James ship, so it's happy. Albeit it's a slightly mushy happy end… so yeah, apologies for that one.

Trophy Room; Hogwarts School of Witchcraft and Wizardry, 8 December, 1977. 8:47 pm.

James checked his watch for the umpteenth time. 8:47; she was 17 minutes late. Unlike her. Probably off canoodling with Derrick.

Stupid twat.

No one had been as shocked as James when Lily – bright, bubbly, intelligent Lily – agreed to become an item with the dull Ravenclaw keeper, whom she barely even knew. It was quite bizarre. Nor, for that matter, had anyone been as heartbroken as James. Indeed, it was fairly safe to say that no one had ever been as heartbroken as James.

One could guess why.

James kicked the wall and emitted an involuntary growl at the thought of the great pansified moron playing tonsil-hockey with Hogwart's resident Head Girl. Evidently she was too busy with her boyfriend to remember her hall patrol duties.

James raised his fist to slam it against the hard stone wall, but relaxed it with a sigh, and rested his forehead on its coolness instead. It was early December, and he and Lily had now been friends for nearly three months.

Those past three months had been… wonderful. They had become friends, good friends too. Ever since the two of them had been working together as the school's Heads, James had had the chance to prove he had grown up, and actually get to know Lily without showing off and making a prat of himself in the process. Of course, really getting to know Lily turned a crush into love; this didn't exactly help as it seemed that despite James' feelings, Lily only thought of him as a friend. And apparently he was only going to remain a friend. Enter Derrick.

James hadn't realised fate possessed such a twisted sense of humor. He'd wanted her for so long, he hoped… he got Head Boy… won her friendship, her respect and trust –

"Sorry! I'm sorry!" James snapped out of his reverie; there was Lily, running towards him, hair streaming behind her. His stomach automatically lurched, and the corners of his mouth turned up into a smile at the sight of her rosy cheeks and laughter-crinkled eyes. It promptly disappeared as he imagined why exactly she was late, flushed, and in an extremely good mood.

"Where were you?" he asked, regarding her coolly as she reached him, trying to catch her breath.

She doubled over with her hand on her knees, panting, and chuckled breathlessly. "Oh," she grinned, blowing her fringe off her forehead, "In the library… Realised I was ten minutes late, so I was running down here, but Professor Slughorn caught me (there's a Slug Club meeting tonight, remember) and he was trying to get us to attend, but I managed to shake him off – hold my bag for a tick? I'm melting here –"

The girl dumped her bag into James' arms and began to take off her thick black cloak. He watched her emotionlessly; she could catch her death by a cold, with no cloak in December. Usually he'd make her put it back on, but thanks to recent events, he found he didn't really care. Or rather he didn't want to care.

"Thanks," she said, grabbing the bag, stuffing the cloak inside and slinging it over her back. She released all her breath in a heavy exhale, slumping over with her tongue sticking out for a moment, and then suddenly perked up exaggeratedly.

"Right! I'm fine now!" she announced brightly, flashing a smile James' way; one which he did not return. "You realised I've barely spoken to you this week? And I haven't seen you since yesterday at breakfast." She gave him a clumsy, one-armed hug; again, one which went unreturned. She frowned. "Are you okay…?"

"Yeah. Great. What were you doing in the library?" James asked shortly, moving out of her arm.

Lily blinked, but put on a smile. "Oh, I was just doing some research for Ancient Runes with Der -" Lily blinked and her colour darkened, but she babbled on, voice cheery. "I was just working on it, you know, I'd like to get my essay done before Christmas – ha! Professor Bradshaw was such a clod for dumping it on us just before –" Lily saw James's crushed expression. "– the, erm, the holidays…"

James forced a grin; it felt like a pair of invisible hands pinched the sides of his face and pulled. "Oh. Of course. Oh yeah, that's right, Derrick takes Runes with you doesn't he?" James asked in a would-be casual tone. His stomach sank miserably. "I suppose that's why your so hot, isn't it, studying so hard. Tell me, did you get anything done?"

Lily's nervous smile faltered at the jibe, but she answered clearly, unfazed. "I think you'll find I'm warm because I ran here from the library," She retorted delicately. "And yeah, actually, we've nearly finished our research."

James snorted disbelievingly and looked away, fists clenched. "We," he muttered derisively.

"What?"

"Nothing." James tensed his jaw. "Come on, we should have been patrolling twenty minutes ago."

Lily opened her mouth to retort, but stopped when she saw the hardness of his too-pale face, and his hectic, bloodshot eyes. "Okay, James," she agreed quietly, and followed a step behind him.

James' jaw ached from clenching it so hard, but he didn't care. He couldn't believe this was happening. This scene… the whole situation. It seemed too unreal, too far-fetched. For nearly five years – five long, goddamned years, he had liked her. It was insane – she seemed to control his life… the showing off in class and on the Quidditch pitch, the extra-messy hair, the endless macho displays of his jinxing abilities, his motive for taking up muggle studies… It had consumed him – what he would have done to make her like him. Then he realised, after a certain life-changing occurrence during sixth year, that Lily was right and he was, indeed, a miserable sod. Of course Lily didn't like him. He felt it was understandable she didn't like him.

But he wasn't a miserable sod anymore. Gone were the days of the hair ruffling, as were the constant attempts at beating the Hogwart's record of most detentions. He tried to be sensitive. He stopped hexing the student body at random. He was pleasant to Lily, stopped calling her Evans, and kept the wooing down to a bare minimum. She began to… not despise him with all essence of her being, and by the end of the sixth year they were acquaintances, perhaps even casual friends!

That gave James hope, and he vowed to keep up his efforts.

It seemed too good true when he was made head boy – now, he thought, now she must see that I've changed – and it felt like a dream when he found she was head girl. To James, who'd waited so long, tried so long, it seemed that fate was finally giving him a go – that she would like him, and she would love him back.

James didn't know if his mind was playing tricks with him, but he thought that maybe, just maybe she liked him too. She enjoyed his company, and laughed at his jokes. She would hug him, like she hugged her girlfriends, poke him in his ticklish spots, ruffle his hair; she would even sneak up on him when his back was turned, to try to make him yelp. One day she attempted valiantly to style his hair into tiny little plaits, and another time, she jokingly squirted him in the eye with the fountain they used to wash during potions, and seemed very frantic when he pretended she'd hurt him.

James could have sworn they'd nearly kissed when they were alone once on evening patrol. Of course, that must have been too good to be true. Their eyes were locked, but when James started to lean in, Lily had backed away hastily, and began to babble on about how Sirius' body odor was almost identical to that of Professor Slughorn's. Fate might be having fun taunting him, but it was more than he could bear. And now watching her with someone else…

Everything he'd done in the past year – every step he'd taken, every change he'd made, every single effort – was to bring him closer to Lily. Now, it seemed like his life built up to the point when Derrick and Lily walked past him to breakfast one morning, hand in hand – and then just spiraled down, down, down…

"…wondering if you'd give me a hand in getting one? …James?"

"Huh? What?" James blurted. He looked down at Lily, who was surveying him, strangely remorseful.

"Um, I was just saying, I've been saving up some money for a while now, and I want to get a racing broom – not a really good one, but you know, just so I can say I have one, and to fly about on, and stuff. And since the Hogsmede trip's this weekend, I was hoping you'd help me pick out a good one?" She smiled at him hopefully.

"You want me to help?" he asked sarcastically, probably a little more than necessary. "Why don't you just ask Derrick. He's the Quidditch star, after all." God, did she have to keep rubbing it in his face!

That looked like it really hurt her. "Oh. Well, I was going to, but I don't know, I'm a bit hopeless when it comes to this sort of thing, and, oh, I guess I'm a bit embarrassed, I'd rather have a friend help…" Her voice trailed off.

James clenched his teeth even harder. Well, no! He didn't want to! Didn't she know that this was near torture? She knew all very well how he felt, how could she tease him like that? Did she mean it, or was she really that oblivious of his feelings that she didn't realise how tactless she was being?

Well, if she was willing to butcher him so mercilessly like that, why should he treat her any differently?

"Yeah. Sorry, but I have better things to do," he said shortly. "Have fun with Derrick."

He regretted the words as soon as they were out of his mouth. He glanced over at her guiltily, and his heart broke at her hurt expression. She didn't look at him; she just stared ahead, her features turning stone-like. "Right," she said crisply. "Right. Okay."

James looked straight ahead too. Well, good. He was glad she was upset. Let her know how it felt to be shunned, and tossed aside, to be completely rejected to the highest degree. Probably better he got over her anyway. It was obvious she wasn't interested, judging by her complete disregard for his feelings.

Yeah, she probably didn't even know why he was upset –

"So, is this how you're always going to act?" Lily snapped suddenly, her face no longer bland, but quite angry. "I mean, can't you be happy for me?"

James looked at her incredulously. Was she serious? "Happy for…? Merlin." He glared at her reproachfully. "How did you expect me to be, all smiles and sunshine while I watch you get off with some–"

Lily made a strangled noise in her throat and threw her hands up in the air in frustration. "James do you have to make it harder than it already is?"

James snorted sarcastically. "Harder?" Please. "From where I'm standing, it doesn't seem like you give a rat's –"

"James!" Lily interrupted, her voice becoming shrill in emotion. "You're my friend, do you think this is easy? Of course I care!"

"Not as much as I do," James retorted. Lily opened her mouth, looking upset, but closed it. James nodded, smiling tightly. "Yeah, exactly Lily, that's the problem, isn't it?" He raked his hands through his hair; not in vanity, but as if to tear it out. "You don't care as much as I do."

He suddenly turned in front of her, blocking her path. "You'll never care as much as I do, will you?"

"James, just stop it!" she said urgently. "It's already hard enough –"

"Hard?" James yelled. "Oh, you have no ideawhat hard is, Lily. I've liked you for five years –" he glared at her, as if daring her to comment, but she only looked back guiltily, "– five years. That's a long time. And you despised me – know how hard that was? – you said it to my face! I changed – for you, too, did you know that? – and by some miracle we became friends. You know, I actually thought I had a chance," he confessed, as if the whole theory was completely ridiculous. "I actually thought for a while you liked me. And then I find out about – about that prick," he spat. "So, no, I don't think you're really having as tough a time as I am, to tell you the truth."

Lily was silent. She opened her mouth to say something, but James wasn't finished.

"Hey, why are you even going out with him?" he shot at her accusingly. "I know you two aren't really friends, and you don't really go on dates with people you don't know –" James snorted derisively, "– and I know you barely even know him – so, what's the big attraction?"

The redhead's eyes flashed angrily, embarrassed colour coming to her cheeks. "Be– because he's a nice bloke, that's why," she snapped. "He's intelligent, and fu- well, he's a nice guy, do I need any other reasons?"

"I dunno, a reason to get rid of me?" He hadn't really meant the words, but his stomach sank again unpleasantly when Lily froze. He took a step back, as if she'd slapped him.

"Merlin, Lily," he said in a low voice. "You… you aren't going out with him… just so… to make me give up?"

Lily looked up at him quickly, her face beet red. "That's rubbish," she snapped, but she wasn't convincing anyone.

"No it's not," he said in the same voice, as if it were too horrible to be true. "That's why, isn't it? Shit, Lily, am I really that bad you'll go out with someone, just to make me back off?"

Lily covered her eyes with her finger and thumb and sighed. "James…"

"I… I don't get it," he said, stunned. "I don't know what I do wrong. I mean… I changed for you… I'd do anything for you Lily, I'd… shit. I changed for you," he said, raising his voice. "I'm damn near in love with you!" Lily made a noise of protest at this, but he ignored her. "Lily, you don't need that uptight shithead," he exclaimed, seizing hold of her arms. "You need someone who'd drop everything for you! You need someone who appreciates your humor, and cares about your wellbeing, and goes out of his way to make you happy! You need someone to go insane with you and do insane things like – like jump in muddy puddles, and dress up on Halloween, and dance in the rain! You need someone who loves every part of you – "

"Yeah, well maybe that's what I see in Derrick!" Lily shouted, eye glinting with held back tears. "See, Derrick's easy to understand, you know, he doesn't change from being the world's biggest arse to – basically perfect in a matter of a few months!" She blinked violently to rid herself of the unshed tears. "I never used to hate Derrick, and then want to –" she looked accusingly at James, "– to spend every moment of the day with him! Derrick doesn't say all of those scary things, like, I'm in love with you, or – or I'd do anything for you! I'm not sure I'm ready for that yet!" Tears began to gather, and her eyes were positively ablaze, but they did not fall. "Do you know how daunting such devotion is?" She paused. "And… and how easy it is for me to… fall short?" A single tear escaped; she wiped it away angrily and glared at him.

And in that single moment, James realised why she was going out with that particularly insipid Ravenclaw.

James just stared, in disbelief, wanting simultaneously to stick a dunce cap on her head, and to crush her into a hug and never let go. "…don't be stupid Lily," he spluttered incredulously. "You know that's – you're just absolutely perf– you could never – Lily, no. Just… no." Lily's gaze softened and she smiled ruefully.

"Guess it's a bit… well…"

"Stupid? Insane? Psychotic? Mentally unstable?"

Lily chuckled sheepishly. "I was going to say 'weak' of me, but I suppose so." She looked at him. "James, you have to admit, you can be a bit… overwhelming." she looked up and saw the depth of love in his eyes that frightened her so. "And scary," she added in a small voice.

James looked at the person standing in front of him. "Can you blame me?"

Still holding on to her arms, scarcely believing what was happening, James rubbed his hands along from her shoulder to her elbow; Lily exhaled raggedly. With shaking hands, he gently wiped away the tears gathering in her eyes. He smiled at her. Lily looked up at him; she smiled back.

They both leaned in until their lips met for the first time.

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