A/N: this is my first shot at a songfic so please read it and tell me what you think!

P.S. Flames are accepted too. As long as they have some critical advice )

Disclaimer: I don't own anything!

When you try your best but you don't succeed

James came into his room and flopped onto his bed, face down. Sirius and Remus exchanged knowing glances; and agreed to leave him to himself for right now. It was obvious that he was in a bad mood.

"Why does she hate me?" James asked after a few minutes of silence.

"She's just stubborn, Prongs. You know that," Sirius tried to reason with him.

"Yeah, and she's in denial. You know she really loves you deep down." Remus added.

"Thanks guys, but I've tried EVERYTHING! I changed for her. What about that? I did everything she told me to! I'm not egoistical anymore; I haven't asked her out since last year!; I've even managed to stop ruffling my hair out of habit for her! I only do it when I get really really nervous now."

"Like I said, Prongs, she's in denial,"

"I think it's time you try to get over her,"

When you get what you want but not what you need

'Well, I'm taking Sirius's advice, and I'm actually having a decent time and I'm temporarily taking my mind off of her….but why am I sitting in the Three Broomsticks with Julia Hayworth? What am I doing?' James thought to himself. He was currently sitting across from a gorgeous, not-too-tall lean, blonde-haired, blue-eyed beauty of Hogwarts. But he didn't realize who was watching them laughing and enjoying each other's company…..

When you feel so tired but you can't sleep

Lily stayed up all night thinking about him. Did she like him? Did he even still like her? She had seen him and…Julia today on their date. They really seemed to like each other. Without realizing it, Lily started crying. Why did her have to get her hooked on him, and then completely get over her? Why did he have to choose exactly now to get over her! Great timing! She needed sleep, and she was so exhausted. Apparently being heart-broken takes a lot out of a person.

Stuck in Reverse

James lay awake that night, thinking. Just thinking. About Julia, about Lily. About Sirius's advice to get over Lily. He was right, James guessed. It seemed for the past year that he couldn't do anything good in Lily's eyes, that their relationship had been going in reverse since he decided that he had a bloody crush on her! Why! They had been friends in third year! And it had all gone downhill from there. After Fourth, when he asked her out for the first time; and then fifth, when he started to prank her and everyone else- he thought it might just impress her. Anything to get her to notice him, and maybe he one day, would actually share his feelings, too.

When the tears stream down your face

'Why did he have to give up on me now? If only he knew……no! he can't possibly know how I feel now. How much I care for him-how much I love him! And the only thing that was keeping me going now was the thought that I'll be with my parents soon enough-Spring Break is almost here! But now they're gone too. I have no one left. James doesn't even love me anymore. He has truly out down himself this time. Oh great now I'm crying!'

"James! I-I thought I was the only one who knew about this…place,"

"Oh! Uhm….sorry to……interrupt? I'll….leave you alone now."

James turned around and took a few steps away from 'his' secret spot.

When you lose something you can't replace

Lily just stood there, thinking, feeling very numb at that moment.

'James Potter…..just saw me cry. No one, except my parents….have ever seen me cry! Oh great! Just terrific! On top of loosing him, he now gets to see me cry!'

James stood just outside of the curtain of branches from the weeping willow; feeling just as numb as Lily was.

'Did I really loose her? Merlin, I'm such a bloody idiot! The only thing I've ever wanted! The only girl I've ever loved and I've lost her.'

When you love someone but it goes to waste

'I guess……loving him was…and is a waste'

Could it be worse?

'Could this get any worse? The girl I've loved….no, love…I've lost her. You can't replace that kind of love! I'm such a prat! There will never be anything as good as Lily
Evans, and I will never love anyone but her, my Lilyflower.

Lights will guide you home

And ignite your bones

And I will try to fix you

High above or down below

James decided he would stay at his secret spot. Besides, he still needed somewhere to think. But he'd make sure Lily wouldn't know he was there. He silently climbed the low limbs of the weeping willow, and easily found a branch right above where Lily was still sitting, and sobbing.

When you're too in love to let it go

"Why did you give up on me?" Her question startled James. He didn't even realize that she knew he was there. He had been 'zoning out'. But when he looked down at her, he saw that she had lain down, with her hands behind her head, and had seen him in the tree above her.

"Why do you ask that?"

"You answer my question first; I asked it first," James took a deep breath and sighed before he answered her question,

"Lily, I could…will never give up on you. You're too amazing to forget….to give up on."

"But I saw you with Julia-"

"I took some really bad advice."

"Oh," that left Lily silent. They sat there, not saying anything to each other for neither of them knew how long.

If you never try you'll never know

"But why did you even follow that advice?" Lily asked after a long time.

"Because I didn't know what to do; I was too in love with you to think clearly. I had to know if I could get over you, or at least try to. But I was stupid to even think that I might be able to do that,"

Just what you're worth

"So…you don't like Julia?"

"Of course I like Julia. She's a great girl, and we had a great time. That was the most enjoyable I've had in a long time."

"Oh,"

"……but she'd never be able to compare to you."

Light will guide you home

And ignite your bones

And I will try to fix you

James slid down from his seat in the tree, so he was standing next to where Lily was laying down. He looked down at her, and with one easy motion, pulled her to her feet, so that her body was practically touching his.

"I love you Lily Marie Evans. I always have, and I always will," is what he whispered to her before he kissed her passionately.

So please please PLEASE tell me what you guys think!