She'd managed to make it to bed without much incident. She'd indulged herself in a long hot, ginger and jasmine scented bath in the Prefects bathroom before bed. She'd also been forced to scrub her teeth to the point of insanity just to get rid of all the chocolate.

And now Lily lay in her bed, completely incapable of getting to sleep. It was frustrating. Michiko, Amber, Frances and Helena were all sleeping soundly. She was wide-awake.

With a quiet growl, she shoved herself out of bed. She was wearing nothing but a dark green dress shirt, she'd stolen from her father before leaving for school, and underwear but since she didn't really expect anyone else to be up at three AM it was irrelevant.

"Lily?" a terrified sounding voice called, with a hint of sleepiness in it. Lily rolled her eyes, recognising the sound of Michiko talking in her sleep.

"Yeah Mickey?"

"Lily! Your toenails!" she called quietly. Lily glanced down at her unremarkable toenails and then back at Michiko.

"Er.. What about them?"

"They're the reason my charms essay got an E!" And with that glorious announcement, Michiko rolled over and went back to sleep. Shaking her head in amusement, Lily walked over towards the door. She noted her loose, untidy hair that reached halfway down her back in it's current, un-styled state and once again decided that it didn't matter. As soon as she reached the common room she cursed herself for ever doing so.

James Potter was sitting by the fire wearing dark pyjama bottoms and a blue t-shirt while reading a book. He turned and looked at Lily, his eyes widening. Lily waited for the inevitable smirk and suggestive comment. She waited for him to accuse her of coming downstairs in such a state of disarray 'with the sole intent of driving him wild' as he had done the year before when she'd turned up like that. Granted, he'd had Pettigrew with him that time, but she still expected a similar reaction.

"What are you doing up Evans?" he asked her carefully, his eyes staying on her face and looking concerned. "Something wrong?"

Lily shrugged and moved down the last few steps, heading for the fire as she suddenly became aware of the cold. "Couldn't sleep." she said simply. "Everybody else could. It was bugging me." She climbed up onto an armchair next to James and dropped down into a ball, wrapping her arms around her legs and watching him. "What about you?" she asked.

James shrugged and put his book down. "I was restless. Nothing annoys me more than sitting in that bed when I can't sleep. I had to find something to do."

Lily grinned. "And yet nothing has been blown to pieces or dyed strange colours." she commented jokingly.

James shrugged, not quite smiling but making an attempt to do so all the same. "And yet." he agreed, staring into the fire.

They sat in an uncomfortable silence for a while. Lily wondered when exactly silences between them had stopped being filled with angry, bitter emotions from her and instead filled with a sense of intense awkwardness. She was fairly certain she preferred anger.

"Thank you." James said suddenly, not looking away from the fire. Lily regarded him in surprise.

"Er… for what?" she asked, not understanding what he was on about.

James looked up at her, an unusually serious expression on his face. "For protecting Remus. Even after what he did to you. It was good of you. He… I appreciate it."

"Oh please." Lily said dismissively before flashing James a smile. "Gave me something to do for the night after all."

"Lily." he said quietly, a pained expression on his face.

That was it. One word. Said in a stern and slightly disapproving tone even, and yet it made her heart flutter. It was so astoundingly pathetic, she thought. She'd been thinking about James Potter a lot over the past twenty-four hours and had been forced to re-evaluate a lot about him. He was deadly loyal to his friends, even his friend the werewolf. He had been more than prepared to walk her back up to the castle, which didn't seem like much but in these times was actually quite something. And, as she recalled his fifth- and sixth-year infatuation with her and compared it to Davey Gudegon's she couldn't help but think that James' approach had been… well… gentlemanly in comparison. He'd been nothing but admirable, if a bit begrudging, in his acceptance of his Head Boy duties. And he had, lest she forget, managed to keep his eyes about her neck throughout their conversation.

It wasn't as though she hadn't looked at James over the years. Wasn't as if she'd never wondered if he was actually capable of meaning half the things he'd said to her. Wasn't as if she'd never wondered full stop… All that combined with her sudden 'Life is short' philosophy, and she'd been having a lot of not-normal thoughts with regards to James Potter.

And then the stupid git had gone and used her first name all of a sudden. She was doomed.

Lily took a deep breath and decided, that as she'd previously concluded, life was short. Too short to be anything less than honest in the given situation.

"James," she said in a low but firm voice. She saw the surprise that registered on his face was she used his first name for a change. "I see absolutely no point in denying that what happened last night was… terrifying. I also see no point in denying that my very first thought upon receiving my first broken bone of the night, was 'what the hell does Dumbledore think he's doing letting a werewolf run loose around here'." James opened his mouth, clearly looking angry. Lily raised her hand and indicated that he should give her a minute. "But even as I thought it I realised how moronic I was being."

James frowned at her. She sighed. "James lets just say, for the sake of argument, that I had been bitten. I am a werewolf… so what? I change once a month, receive unimaginable levels of bigoted bull which, let's face it, I'm more or less accustomed to anyway. And I probably lose a sizeable portion of my social life." James raised his eyebrow at her blithe take on the situation but she ignored him. "Now, what would have happened to Remus?"

"What would have…?" James closed his eyes, leant back in his chair and swore under his breath. "He would have spent the rest of his life completely cut off from society, blaming himself every single day until he died." James said simply, still not opening his eyes.

"Exactly." Lily agreed, resisting the urge to place a comforting hand on his shoulder and instead shrugging carelessly. "This wasn't an attack on me, James. It was an attack on him. I was just… a bonus." she said simply. James opened his eyes at last and turned to look at her, anger and hurt clearly showing in his eyes. Lily smiled a bit. She liked the fact that the anger and hurt only ever showed in his eyes when someone was threatening people he cared about. Never when someone was threatening him. Not James Potter.

"I hadn't thought." he told her honestly.

Lily smiled at him. "Yeah well, I have." she told him, getting up out of her seat and pacing in front of the fire. She began playing with the cuffs of her shirt, hoping for something to do. "It's one of the great benefits of spending the night bolt upright and watching someone else. It give you a lot of time to think." she muttered, still pacing.

James was frowning at her. He sat up straighter in his chair and adjusted his t-shirt, apparently anticipating something bad happening in the near future. Lily turned away from him, walked a few steps until she reached an armchair, and then turned back. Firelight was playing across his features and making his impossibly untidy hair, gleam cheerfully. He looked worried. He looked genuinely concerned about her. She vehemently wished he would just smirk and be irritating again.

Lily turned away again and then spun back to him, her hands on her hips. "You're insufferable, do you know that?" she demanded.

A relieved expression appeared on James's face before he smiled at her. Not smirked. Smiled. "You may have mentioned it once or twice, yeah."

"Good." Lily nodded sharply, in approval of this fact. "Good. Because it's true. You're insufferable. And annoying, and frustrating, and egotistical and…and… Grr!"

She took two long strides over to him, placed a hand on either side of his face and planted her lips on his.

He didn't respond. She hadn't expected him to, really. She drew back a few centimetres so that there was still hardly any space between them. She looked directly into in James' hazel eyes, which were searching hers in a stunned kind of puzzlement.

"And brave, loyal and brilliant, and I'm sorry I told you otherwise." she whispered. "And uh… And I'd very much like to go out with you… if you'd be willing." she asked, hating how vulnerable her voice sounded even to her own ears.

James didn't respond. Still. He just stared at her, with no expression on his face at all. Lily smiled a little sadly and nodded slightly. For three years she had been constantly turning him down. How ironic, she supposed, that it would end with him turning her down like this. She sighed and allowed her hands to fall from his face before straightening up.

"Well…" she said quietly. "Can't blame you really." She turned and started towards the stairs, praying that she would wake up the next morning and have no memory of what had just happened.

She'd gotten all of two steps when she felt a sharp tug on her arm that spun her body back to James. She was aware of him kissing her, and she was aware of responding. She was not, however, aware of wrapping her arms around his neck and pulling herself as close to him as was physically possible, nor was aware of her knees suddenly ceasing to function. Her head spun pleasantly, and warmth spread through her.

James broke off. She heard a small mewl of protest issue from her mouth.

"Sorry." he told her, grinning like an idiot. "I needed a minute to process all of that." he held her firmly by the shoulders and pressed his forehead against hers. "You realise Lily Evans, that you'll leave me no choice but to marry you at this rate."

Lily quirked her brow and smirked at him. "Well you're easy to please. Just wait till I'm actually capable of linear thought during a kiss." she taunted. If possible James grinned more.

"Not the kiss. The speech." he nipped her bottom lip playfully. "If you already find me insufferable then things can only improve."

"Oh really?"

"Yes, really."

"Potter?"

"Hmm?"

"Shut up and kiss me again."