Lily huffed as she counted the two thousand and thirty fourth step. She was now on the last set of steps leading up to the Astronomy Tower. The Stargazer's Tower. The bloody tallest tower too, she thought grumpily, what is McGonagall thinking? Then another thought occurred to her; perhaps Remus wanted to talk? It would explain the lateness of the hour, and perhaps the place, but why the secrecy?

She frowned as she turned the last step. She frowned again, and stepped through the door. As soon as she was through, she froze.

There was a mahogany table in the middle of the room, crystal plates for two with a matching crystal vase separating them. She gaped at the deep red rose and candles that illuminated the setting. This was the work of Remus Lupin, no doubt about it. She remembered his blush, how flustered he had been. The way he had been watching her all day, as if planning something. Remus had a crush on her? Well, she had to tell him straight off that she didn't feel that way; he was great as a friend, but as anymore than that; she couldn't even contemplate it. He was her friend!

The door, which Lily had half closed behind her, swung open to reveal Remus, and Lily started forwards, "Remus." She began, but he stepped sideways, out of her way, to reveal James Potter, and behind him, Sirius Black.

Sirius grinned as he shoved a very surprised looking James forwards, "Enjoy!" he called out joyously, and started to close the door, Remus darting through the closing exit as it slammed behind him.

Several things clicked in Lily's mind, and she groaned, "Potter!" she yelled. He turned his baffled face towards hers.

"I didn't know, honest Evans." He said quickly.

Lily glared, "Then how did they get you to come up here? Some sort of prank?"

James blushed, "Well, actually, yes."

Lily grumbled and smacked a hand to her forehead, "Lily Evans," she said to herself, "Did you know that the word Gullible is not in the Oxford Dictionary"

Lily heard Remus Lupin's chuckle through the door, as Sirius' voice rang out with a "What's the Oxford Dictionary?"

And James frowned, saying, "What's Gullible!"

Lily hit herself on the forehead again, then shook her head sadly, "I don't know how you two get your grades." She said, addressing the comment to Sirius and James. James grinned sheepishly, and looked at the door.

"You guys gonna let us out now?" he asked hopefully.

"Nope! You're not getting out of there till morning!"

Lily raised an eyebrow, "Sirius Black. It is morning. Hence the fact that it is past midnight."

"Yeah," said James, "So let us out."

"Absolutely not," Came Remus's voice, "You are not coming out of that room until dawn."

"Ahhh…" Came Sirius's voice again, "You can watch the dawn together. How romantic."

Lily glared daggers at the door; the closest she could get to critically maiming Sirius. James grinned, and flumped into one of the two elegant chairs facing each other across the table. Lily winced to see a beautiful piece of furniture being treated that way, "Potter!" she snapped, "Do you know how expensive that chair would be? It's probably an heirloom!"

James blinked at her.

"An antique."

He continued to stare at her, his expression blank.

"Old!"

On the other side of the door, Sirius turned to Remus; "See?" he asked, "I'm not the only one who's dumb! You're just extra smart, Moony."

Remus rolled his eyes, and a rare expression of mischievous glee crossed his face as he listened to Lily.

"Are you two going to be there all night?" she asked, "Couldn't you go away?"

"Only if you want us to!" Sirius winked, and Remus raised an eyebrow.

"James can't see you, Sirius." He pointed out.

On the other side of the door, James grinned, "Quit winking, Sirius!"

Sirius turned to Remus and grinned triumphantly, "See? He doesn't need to see me."

"Go away!" Lily shouted through the door.

"And leave you to escape?" Remus asked sensibly, "No, I don't think so."

James looked at the door, "You locked it, didn't you?"

"I did," Remus replied, "But, unless I'm very much mistaken, you have in that room with you, the foremost witch in Charms."

James's voice became rather dreamy, "Yes, I know. She's beautiful."

Silence crept over the four for several seconds.

Eventually, James said, "You meant the class, didn't you." It wasn't a question, but he addressed it to Remus.

"Yes, James. I did." The strained expression of Remus's voice conveyed without needing words how much he was trying not to laugh.

"Hey, James." Cut in Sirius, "Instead of leaving, how about we put a silencing charm on the door?"

Lily looked at them doubtfully. James turned to her, "If we don't say 'yes', they'll just listen to everything we say."

"I have nothing to hide!" Lily flared, flicking her hair over shoulder.

"No?" James asked, stepping closer and looking down at her.

Lily swallowed, "No?" she hazarded.

James stepped closer still, "I think we'll let them put a silencing charm on the door." He whispered.

Lily nodded, watching him with wide eyes, "Okay." She whispered, mesmerized.

James nodded and straightened, "Okay, Moony. Silencing Charm, if you please."

"Nooooo!" Sirius yelled. He turned to Moony, "No! Don't silence them! I want to liste—" his voice was cut off as the silencing charm worked its magic.

James turned back to Lily. He looked as if he was about to say something, but changed his mind, turning to sit at the table.

He folded his arms, leaning against the chair and watched her with dark eyes. The candlelight played along his features, reflecting off his skin. Lily swallowed, the memory of being in the closet with him recent in her mind.

She squared her shoulders, refusing to appear discomforted by his intense gaze. She walked to the table, sitting down primly, then made the mistake of looking at James.

He was still watching her, his hazel eyes unfathomable in the dim light thrown by the candles.

"Well," Lily began, trying to cast away her mind, searching for any topic of conversation that was moderately safe, "The Quidditch this year was interesting."

James dropped his almost pensive look, "Hell yeah!" he agreed, and Lily breathed a sigh of relief: she wasn't sure how long she could have stood that unwavering gaze.

"I thought we nearly wouldn't win this year, what Ravenclaw's team. But Good old Gideon Prewitt kept us together and pulled us through." James grinned at her, and Lily felt her heart skip a beat.

"He's leaving at the end of this year, and he wanted me to be Quidditch Captain." James said proudly, "Perhaps he'll put in a good word for me to McGonagall."

Lily rolled her eyes, "Men and Quidditch." She said.

"Hey," James complained, "You brought it up!" his stomach rumbled and he looked at it in surprise, "I'm hungry." He stated.

Lily raised an eyebrow, "And you're not… when?" asked.

James looked at her with hurt in his eyes, "Lily, how could you think that of me? Just because I need sustenance to keep myself going through the day, doesn't mean I eat all the time."

Lily's mouth twitched, "No," she said, "Not all the time, just most of it."

James grinned at her again. Then he looked down at his plate as a menu appeared on top of it. He looked up at Lily, "Dinner?" he asked.

"Don't you mean breakfast?" she commented, picking up her own menu, and scanning the selection. Then she looked up and watched as the colour slowly drained from James's face. It appeared they had both spotted the venison. "How about the roast chicken?" she asked as an alternative.

"Yep," James said in a strangled voice.

The fore mentioned roast appeared on the plates before them, and the two stopped talking for a while to eat.

"So…" James began, "How many siblings do you have?"

"Well," Lily swallowed her piece of chicken, "There's Petunia…"

For the next few hours, the conversation continued in a similar vein. There was a lull in the speaking, and Lily stood from her chair. Looking out from the tower, she breathed in the clear night air, "The stars are beautiful tonight."

"Yes, they are indeed." James's voice rumbled in agreement, "And so are you."

Lily blushed, and looked down, not sure how to respond to such a compliment. She had gotten to know James much better over this night, and had had to rethink her opinion of him many times.

"Don't you start flattering me again. I know it's just because…" Lily blushed, "Because…"

James stood as well, standing next to her in the light of the half moon, "Because why, Lily?" he asked, "Because it makes you feel uncomfortable? Because it's true?"

Lily swallowed, looking anywhere but him, she was afraid of what she would think if she met his gaze. Afraid of what she would do.

"Umm…" she hazarded, "Professor Flitwick said that the Charms exam is soon."

James chuckled and stepped closer, "All the exams are soon, Lily."

Lily blushed as she realised how transparent her change of subject was. She looked up at James. He was so close she could feel the heat of his body. She closed her eyes for several seconds, trying to get a grip on her racing pulse. She felt James's fingers beneath her chin, and she opened her eyes to his hazel ones, Oh my. She thought as she leaned upwards.