A/N: This is a twist on the classic headcannon of James and Lily making amortentia and bickering before Lily realizes that she smells him in the potion. Hope you enjoy! Leave a review let me know what you think of the classic headcannon and the tweak I made.

October 20, 1977

It was a chilly October day and Lily and her friends were waiting outside the potions classroom for Professor Slughorn to open the door and let them in. The marauders were waiting quite impatiently and messing around.

James had transfigured Peter's nose to look like a pig nose and he was freaking out while Sirius and James laughed. Remus was trying to calm him down and was glaring at James and Sirius. Finally James fixed Peter's nose but he and Sirius were still doubled over laughing.

Since Lily and James' revenge on Sirius he and Remus had been getting along okay, but there seemed to be a new edge and they were stiffer around each other. It was entirely obvious to everyone else, Lily and James at least, that they were in love, but the two didn't seem to realize it. She wanted to lock them in a broom closet and force them to work it out, but she wasn't that mean. She sighed thinking about how hopeless Remus and Sirius actually were,

"What's up Lils?" Marlene asked.

"Oh nothing, just getting a little tired of standing here."

"Right." Somehow Marlene didn't seem to believe her.

They waited quietly for a few more minutes before Professor Slughorn came out.

"Alright students, sorry to keep you waiting out here, but we have a special class today. Come in, come in!" Slughorn called merrily.

The seventh year Slytherin and Gryffindors shuffled in and sat at the desks in the cold and damp dungeon classroom.

Lily had been told that she was slightly unobservant, and so she was trying to look around more. In this process she saw Severus quickly look away from her when her eyes passed over him. He sat three tables away from where Lily and Marlene sat together. Lily turned her attention to the front of the classroom where Slughorn was giving instructions.

"Welcome, welcome. Today we will be going back to a potion we did last year, because we are going to work on counters to it. We will be making Amortentia today, your homework is to read up on ways to counter love potions and our next class we are going to try various methods against whoever potion is the best today. Any questions?"

No one said anything and Slughorn continued still smiling merrily.

"Please take out your cauldrons and open your books to Amortentia on page 394 and begin!"

Everyone shuffled to get their cauldrons and materials and begin while Slughorn started to walk around the classroom inspecting everyone's work.

Marlene pulled her hair into a ponytail and lit a fire under her cauldron with her wand. Lily retrieved the materials necessary for the potion and they set to work.

Half an hour later they were on the last few directions. Marlene was working on chopping some roots, but Lily noticed it was wrong.
"Marls, wait. You're doing it wrong."

"How am I doing it wrong? The directions say chop it up finely and I'm chopping."

"Yes, but the goal of the chopping is to extract the juices from the root and doing it like that doesn't get all the juices out. Here." Lily took the knife and began shredding the root. Almost instantly lots of juice started pooling on the cutting board and Lily finished quickly and deposited the juices and the shredded root into the cauldron.

After adding a pinch of a pleasant smelling powder they had finished the potion.

"Done!"

"Yeah!" Marlene put her hand for a high five and Lily obliged her.

Just then Professor Slughorn approached their table and looked at their potion.

"Good work ladies, although I really didn't expect anything less from my star student." Slughorn smiled at Lily and she smiled uncomfortably back. He leaned over and sniffed the potion.

"Mmm yes, apple pie like my mother made and...yes my wife's perfume. Very well done!"

"Thank you professor." Marlene said. Slughorn gave her an apologetic smile.

"Tell me Ms. Evans, what do you smell?"

"Umm…" Lily leaned over and sniffed the cauldron's steam. "I smell uh... parchment and my mom's biscuits and my dad's cigar, and…" Lily couldn't place the smell, it was kind of woody and had an undertone of something… "I'm sorry professor I don't know what that last one is."

"It's alright Ms. Evans, Ms. McKinnon how about you?"

"Oh I umm...I smell my mom's perfume, and…" She blushed, "and cherry blossom shampoo." Lily widened her eyes. Dorcas used cherry blossom shampoo.

"That's lovely Ms. McKinnon. Okay ladies put some potion in three vials and stopper them then bring the potion to the front. I think you're potion will be the winner." Slughorn leaned closer and winked. Slughorn moved on to the people behind them.

"Nice!" Marlene whispered.

"Yeah, let's stopper this." Lily bent to grab her bag. When she looked up as she rose from her bag she saw Severus making his potion while his Slytherin partner leaned back in his chair. Lily felt a surge of anger as she recalled the day when Severus had pushed her too far. In truth he had been a been being a bad friend for quite a while, but Lily had pushed aside her friends concern and told herself that he was just in a bad place, that he didn't really want to hang out with the death eater types, that he was going through a strange phase and would come back a better friend. But she had been wrong, so very wrong that it hurt her every time she thought about it.

Lily placed the vials on the table and ladled potion into them after which Marlene stoppered them. After they had finished Marlene heaved the cauldron off the table and staggered to the front. Lily sat in her chair and pulled out her charms homework. Marlene returned and scoffed at her.
"What?" Lily asked incredulously.

"Well, we've just gotten a break here because we finished early and you've decided to do more work."

"I'm doing it so I won't have to do it later. Why's that so hard for everyone to understand?"

"Nevermind Lils, do what you want." Lily scoffed internally.

Alice and Frank were finishing in front of them. "Hey Alice!" Marlene called to them.

"What?" She said turning.

"What do you smell eh Alice, smell a certain man's cologne maybe?" Marlene wiggled her eyebrows. Alice, however, narrowed her eyes and blush crept up her neck.

"I'll have you know that a smell a multitude of things that are all pleasant and I am in no way inclined to divulge them to you." She turned whipping her short hair around. Frank turned to them and winked at Marlene and Lily.

"Good job, Frank." Marlene smiled.

Lily waited in uncomfortable silence for a minute going back and forth on whether Marlene would talk about Dorcas with her or if she would get mad. In the end Lily decided tha Marlene was her best friend and that she had better talk.

"Marls? Can I ask you about something?"

"About what?" Marlene said looking up at her from her magazine.

"Well you told Slughorn that you smelled cherry blossom shampoo and you blushed." Lily paused. Marlene's blush was creeping back up her neck. "And well I know that Dorcas uses cherry blossom shampoo."

"So what Lils?" Marlene said quietly.

"Well we're best friends Marls, you can tell me anything." Lily looked into Marlene's icy blue eyes.

"Alright Lils, because I love you I'll tell you. I fancy Dorcas and she said she fancied me too, but that was while she was drunk so I don't know if she was being serious." Marlene looked worried.

"Oh Marls, you are dense. People speak the truth while drunk because they have no filter. They're not thinking about the consequences, they just say and do things. If Dorcas said she fancied you while she was drunk than she almost certainly fancies you too." Marlene looked uncertainly at Mary and Dorcas, who were sitting across the classroom two rows behind Severus.

Then Marlene's Gryffindor bravery seemed to win over any questions and she marched over to their table.

Lily watched in awe as Marlene went behind Dorcas and plopped herself in Dorcas' lap and proceeded to snog her right there in the middle of potions.

Lily jumped up and rushed across the classroom and hissed "Marlene!"

Dorcas was smiling beneath Marlene and Lily didn't say anything else.

The loud ringing of the bell made Marlene pull away smiling.

"Right in the middle of Potions, Marls!" Lily hissed.

"Merlin." Mary breathed.

"Bloody hell." Dorcas said. Marlene was grinning.

"Let's go to lunch, because I would like to hear the story behind this." Alice said approaching and gesturing to Dorcas and Marlene.

"Oh yes." Mary said clapping her hands together.

Lily went to grab her bag from her table while the others left to wait for her outside. Lily hastily put her charms homework back in bag and rushed to the door. The marauders were leaving in front of her.

"Moons, you alright?"

"Yeah, yeah.. Just only a week away."

"Oh sorry."

"Let's go eat, you'll feel better." They kept walking, but Lily had stopped just outside the classroom. She felt her eyes widen and her mouth go slack.

That smell! She thought. The scent that she had been unable to identify in the potion had been the smell of one James Potter, who was now walking away without a care in the world while stood shocked outside the potions classroom.

"Hey Lils, you alright?"

"Oh yeah… just I forgot I have a defense against the dark arts essay to write." It was a lie, she knew exactly what she had to do for homework, but she was not about to tell her friends that she had smelled James Potter in the amortentia potion. It was probably just that she liked camping, and he had a sort of woodsy smell about him that was pleasant she supposed. Still it was completely ridiculous that she would smell James Potter, it must have been an error, perhaps his smell and been wafting over to her as she had leaned over the potion.

Yes, that must be it. She thought, what other explanation could there be?