James spotted her in the fourth-floor hallway. She was with her friends, and that posed something of a problem. As far as the rest of the school knew, she was not on speaking terms with him, or if she was, it was barely civil. But if the school knew more than that, he was in big trouble.

He took a deep breath before plunging into the crowd. "Hey, Evans," he said.

She turned around and surveyed him coolly. "Hey, Potter." Her friends stifled giggles. He glared at them before continuing.

"Listen, can we talk? McGonagall wants us to pull all the prefects aside later to explain the new security measures."

"Looks like you just talked," one of Lily's blonde friends told him.

Lily shot her own withering look at her friend. "I'm coming," she said, and pushed her way out of the group. He led her away from the traffic in the hallway, but stayed just within sight of the suspicious friends.

"About last night –"

"Crap. I was hoping it was about new security measures," she said, smiling to take the edge off her words.

His stomach flip-flopped, but he plowed on. "You can't…Don't tell anyone about it," he said, trying to put a bit of authority in his voice.

"Why? Afraid they'll lock you in Azkaban?" she asked, crossing her arms.

Yes, he thought. "No, not for me, or even Sirius or Peter. We're just a bonus. It's just that, when everyone finds out Remus is…" he trailed off.

She bit her lip, then nodded. "Yeah, I see what you mean. Don't worry," she assured him. "I wasn't going to tell anyway."

"Really?" he asked, genuinely surprised. "I thought it would be your duty to report any rule-breaking."

"You saved my life," she said simply.

"Well, you saved mine. So, we're even."

She didn't seem convinced. "Sirius saved me too. Maybe even Peter. I still owe them." She smiled. "Don't worry," she repeated. "I'm not telling anyone. Probably a mistake, but still. I think the three of you are very brave for," she waved a hand toward the forest, "whatever it is you do exactly. So, unless there's something else, I'd better get back."

He opened his mouth, but she had already turned around. As she walked away with her friends, he said, "Nope, didn't have anything else to add."

A few days later he was running late to Charms. He apologized to Professor Flitwick, then headed toward the back where the others were sitting, and was surprised to find that Lily was sitting a few seats over. He glanced back up at the front of the room, where she usually sat, and was met with several icy stares from her friends.

Confused, he reached his seat just as Flitwick began the lecture. He regarded Lily for a few moments. Head bowed so that her red hair blocked her blotchy face and puffy eyes, he knew that she had definitely been crying.

He checked to make sure that Flitwick's back was turned, then scribbled a note to Sirius.

What's wrong with her?

Don't know, Sirius replied. He didn't have to ask who "her" referred to.

James started to write, Do you think she's – but stopped when he noticed that Remus was writing his own note. He passed it to Sirius, who replied, and then Remus rolled his eyes.

He scratched out the half-finished sentence and wrote instead, What'd he say?

He asked is this about Lily, and I said yes. Now pay attention, I don't feel like taking notes today.

Notes as in lecture notes or notes as in our notes?

Both. James bit back a laugh. He began to copy what was on the board, but he just couldn't seem to focus. He spent more time watching Lily than Flitwick's wand movements, and he figured he'd regret it later, but he couldn't help himself.

After class, Lily rushed out the door before anyone had really left their seats, leaving him even more confused.

"Do you think that'll be on the N.E.W.T.'s?" Peter asked as they filed past the other desks.

"Considering this is a N.E.W.T. class?" asked Remus. "Yeah."

"Then I'm in real trouble," said James with a laugh as they walked through the door, but he stopped abruptly when he saw Lily. She had been waiting outside, but no one else seemed to have noticed her.

"Can I talk to you?" she asked, hugging her books to her chest. She looked like she was about to cry again.

"Yeah, sure," he said without any hesitation. "I'll catch up with you later," he told the others, and they went on ahead, discussing the N.E.W.T.'s.

"Do you want some water or anything?" he asked as they walked in the other direction.

She shook her head. They walked on in silence for a few more minutes.

"Do you think I'm bossy?" she asked suddenly.

"What? No –"

"Or that I'm a know-it-all?" she continued. "Or that I've become power hungry as Head Girl? That I'd turn in my best friends if I thought it would mean that Gryffindor would win the House Cup?" Her voice wavered.

"No!" he exclaimed. "Where did you get such an idea?"

"My friends," she sobbed, breaking down again. James was torn between helplessness and thoughts of revenge, but settled for leading her to a step and sitting down next to her while she cried herself out.

"Sorry," she sniffed, using her robe to wipe her face dry. "I – hate it when – I cry," she said, her breath hitching every few words.

"Don't worry about it," he said, not sure what else to say. He rumpled his hair nervously. "Do…do all of your…friends feel this way?"

She nodded, then quickly swiped at her face with her robe.

"Why don't you hang out with me and the gang?" he suggested. "At least until they wise up."

"You mean it?" she asked.

"Yeah. We'll make 'em so jealous they'll be begging for you to come back." He smiled in reassurance.

Lily thought about it. He didn't want to push her. After all, this was only their third real conversation. She'd said she'd hated him. And yet, she was asking him for help. He glowed when he saw a spark return to her eyes.

"Yes. That might work," she allowed. "But no one will believe that we're just suddenly friends. We need an explanation."

"And I assume that you have one?"

She nodded. "We could start going out."

"What?" he asked, trying to remain calm, but his insides were going haywire. He couldn't possibly be dreaming, could he?

"You've been asking me for years. It would make sense that I just got so sick of it I caved and agreed."

James wondered if it would be possible for him to fly without a broomstick right now. "Lily, this is…this is so –"

"Of course," she continued hurriedly, "we wouldn't actually be dating. Just pretend. To explain why I'm suddenly hanging out with you guys."

His wings were ripped away from him, and he plummeted back to the ground. "Right," he said. "I understand. Pretend."

"So you'll help me?" she asked.

He mentally kicked himself. He knew his answer, of course he knew his answer. What he was kicking himself for was that he knew that this was as close as he was ever going to be to her, to pretend to date her for a few weeks, maybe months if he was lucky, and that he was only deceiving himself by thinking that this was the real deal. As soon as this rift between her and her friends was mended, she would be gone again, and he'd be even more miserable than before, but he couldn't stop himself from moving closer all the same.

"James?" she asked, less certain than before.

"Yeah," he agreed. "I'll help you."

A/N: Now the real fun begins! Unfortunately, I'll be away for a few days (yay midterms). But I can promise that you will see Snape, Dumbledore, and at least one Order member not related to Hogwarts :D