A/N: Chapter three.

I'd written the transitional chapter because I realized that James started asking Lily out before their owls, in the fifth year, and because I thought my story would progress much more smoothly if that were the case.

And then a review made me realize that it was just colossally stupid and didn't fit in at all with the first two chapters. So I'm taking it out and pretending it never happened. Thanks wounded-angel )

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Chapter 3: The Potions Project

The first few weeks of school had been passed in mild uneventfullness, a rarity at Hogwarts, with the students settling into their routines of breakfast, classes, break, classes, dinner, homework, and bed. Of course, there had been a few cases of 'mishaps' in the hallways--murderous suits of armour, not so harmless pranks, and snogs in the corridors, as was always the mode--but nothing out of the ordinary had taken place or seemed about to take place soon.

The weather had worsened, as autumn began to settle steadily in, bringing more rainy days than dry ones, and painting the Hogwarts grounds a perpetual golden orange of fallen leaves, hinting at the winter that was fast approaching. Students were often seen tugging their cloaks about them, trudging through the grounds through soggy leaves, and trailing filth and mud behind them as they tottered from class to class

The marauders had enjoyed more than a few of their nighttime adventures. New secret passageways had been discovered, the first prototype of their new 'Marauder's Map' had been all but perfected, and Remus's first werewolf transformation of the term had passed smoothly enough, though Peter showed up to class the next day with a mysterious, ugly looking purple bruise beneath his eye, which was patched up by the new nurse in training, Poppy Pomfrey, in an instant. Sirius had gotten himself a new snog buddy, a Hufflepuff sixth year by the name of Morgan Morrison, but James remained strangely celibate, despite the sultry glances of many a witch.

Lily, on the other hand, was thoroughly confused, wondering why her friend Salina was apparently unconcerned by Sirius' new girlfriend, but didn't bring up the point, deciding that mentioning it would only cause un-needed agitation. She herself had not exchanged more than a few passing phrases with any of James' group, and so she remained in a generally good mood, though something kept tugging decidedly at her consciousness.

As the bulk of the new term arrived, however, the professors were beginning to assign homework in merciless amounts, deaf to the arguments of the students, foremost of which was that they had already finished their owls and that newts weren't coming until next year. And so, it was amidst heavy groans and protests that a new potions project was introduced…

James was lounging comfortably in his chair, leaned back, arm draped casually upon the backrest, not taking in a word the potions master, professor Sludgehorn, was saying.

After all, he hardly needed to. As was his usual approach, he had worked hard the first few days of term, kissing up to the teachers, and making himself look good in their eyes, and so, by the third week of term, he was on such good terms with all of them that they, while acknowledging that he was a devil in disguise, liked him too much to enforce any punishments. Granted, his method failed more times than not, as the professors were eventually exposed to his pranks or whatnot, but he always managed to secure himself a month or so of relaxation, and the approval of one or two of the stupider ones.

He was enjoying the fruits of his 'labor' now, his eyes drifting lazily upon each member of the class, winking at some of the witches, and raising an eyebrow at Sirius, who was looking just as interestingly at the dark haired girl sitting to the right of Lily. James grinned, knowing fully well the thoughts in his best friend's mind, and tried to catch Sirius' eye, but was forestalled by the presence of another girl—Lily Evans, as her hand shot up in response to one of professor Sludgehorn's remarks.

James smirked, earning himself a glance from Remus, who was sitting on his left, and added a mental tick mark to the growing list in his head of the times Lily had raised her hand today. Three.

He frowned. Only three? She must be having a slow day. Ah well. The professor had been especially boring today, hitting the class with a lecture of his most recent protégée first thing then beginning an emotional monologue of what he had eaten for breakfast.

James reached up and ran a hand through his unruly black hair, the grin back in place on his face, looking Lily up and down. He had to admit, she was a particularly beautiful girl, if it wasn't for the perpetual frown on her face.

Of course, more often than not, it was he who always caused that frown.

His smile dissipated again, James tried to quell that thought, wondering dimly why it mattered. They had been on mutually bad terms since they'd bet, so why was it bugging him now?

Why did she always frown in his presence anyways? After all, he wasn't always rude to her, was he? Besides, they were always on tether holds because throughout the years, no matter how hard he tried to provoke her, she had always stubbornly refused to develop a sense of humor. James had only heard her laugh five times, discounting the sarcastic chuckles directed at him, though he had to admit, she had a very nice laugh.

Dimly, he was aware of a sharp pain in his ribs, and recoiled slightly, wheeling around in his seat and realizing that it was Remus who had caused it; the boy had been jabbing his wand into James' side.

"Jeeze, Moony, have you been sharpening your wand again?" he muttered, rubbing his side, then realizing that Remus was looking pointedly at the professor, then back at him. The entire class was staring at him in varying amounts of concern and annoyance, and James mentally slapped himself for forgetting to keep at least half an ear open to the professor's words.

"Sorry professor," he said, grinning suavely.

"That's quite all right," beamed Sludgehorn, who had long been deaf to James' wrongdoings and had taken him under his wing—much to James' protest—and offered him help and counseling, as was his way. He continued his lesson.

"And so," he concluded, following a long trail of exultations about past students and past projects, "because of past, er, difficulties, students will no longer be able to use any ingredient or substance directly—or indirectly—related to dragons, unicorns, phoenixes, griffins, or threstrals. Also—you are making sleeping potions, class, and just that. I don't want to see any poisons, delusional draughts, things like that. Potions derived from or copied from existing ones will not be allowed. I don't expect any student to actually perfect one, but if you've got at least the general gist of it, you'll get credit. They are to be turned in to me before Thanksgiving."

Here Sludgehorn paused for questions that were not forthcoming, the class having been stunned into a general state of disbelief. Sleeping potions? How in the world were they supposed to make sleeping potions?

"Now," the professor continued, an expression not unlike eagerness upon his face, "to choose partners."

At this, every student in the class swiveled around in their chairs, trying to catch the eye of their best mates, gesturing absurdly to one another. Sludgehorn held up his hand for silence, and his sharp eyes roved around the room.

"Potter," he said decisively, his gaze stopping at the black haired boy, "choose a partner."

Sirius, thought James at once, glancing over at his friend, who was gazing just as smugly back at him. The obvious choice is Sirius. He opened his mouth to speak.

"Lily,"

James did a double take. Her name had just slipped out when he meant to say Sirius'. The moment her name was out of his mouth, he realized that he'd misspoken. The class was apparently in thinking on the same lines, as everybody and anybody who knew about the relationship between the two (and that was everybody) knew that both would rather die than spend time with the other. Sirius was looking quite a bit hurt, and Lily, likewise, blanched and swiveled around in her chair, her eyes flashing.

"What the hell are you doing Potter?" she screeched at once, almost arising from her chair, earning her a fair amount of glances from the class. James just stared back at her, stunned.

"Pardon?" Sludgehorn inquired, taken aback, "You said Lily?"

James frowned. Lily wasn't so bad. He could've done worse. At least she was responsible, and would ascertain them a good grade.

"Yes professor," he said, grinning at Lily, who looked disgusted.

"Professor!" she cried, turning back to the teacher. "I can't work with Potter!"

"Nonesense," came the reply, as Sludgehorn regained his composure, and made a note on his clipboard, winking at his two protégées. "Sirius, your partner…?"

Lily immediately dissolved into a fit of sputtering and glaring, not coming back to herself for quite a while. For his spontaneous reply, on the other hand, James had to endure Lily's angry stares for the rest of the double period, which, surprisingly, made him feel very awkward, so that by the time lunch rolled along, he was very uncomfortable indeed. When the lunch bell rang, she shot him one last glare and bustled out the door, her giggling friends trailing after her.

"Sorry mate," said James to Sirius, who was looking as if he were about to speak. He stuffed his wand into his coat pocket and sighed. "I don't know what came over me."

Sirius, however, merely exchanged a knowing glance with Remus, before herding James out the door and into the Great Hall, leaving a horoughly confused Peter Pettigrew trailing in their wake.

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A/N: So there you go. Feel free to drop a review!