AN: Eek...ok so I'm not too sure about this chapter...Thinking of rewriting it. Anyway, please read and tell me what you think!

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The week before Christmas passed faster than Lily would have liked, despite the fact she spent the first few days of holiday in an embarrassed sulk, reading novels and grunting at those who interrupted her. James, after being told he had cute dimply shins, took the chance to talk with her whenever he could, but given her bad mood, had come to follow everyone else's example of keeping away until Lily recovered from her first drinking disaster.

The night before Christmas, Lily woke with a start, feeling as though someone was watching her. It took a moment for her to realise that she was still sitting in her favourite armchair by the fire, a book resting in her slack grip. Wiping her eyes, she looked up and let out a shriek.

James Potter jumped almost out of his skin and let out a scream as well, almost matching hers in pitch. Only when Lily recovered and let out a giggle did James's scream peter out and he frowned. "You trying to scare me to death, woman?"

Lily attempted to get serious and yell at him for watching her sleep, but found she couldn't as another snort of laughter followed instead.

"What's so funny?" James asked, scratching the back of his head and feeling the heat rise in his cheeks.

Lily just shook her head and laughed even harder. Only when her giggles had subsided did she look up and notice that his hair was ruffled, his smooth skin raised in goose bumps under his thin singlet shirt and a pair of slippers poked out from under his long grey pyjama pants. Clearly, he had just woken up and had not been watching her the whole night.

"Well?" he demanded, shifting something hidden behind his back.

"You scream like a girl," Lily said, feeling her mouth twitch upwards again. James blushed and she continued, "Why were you watching me sleep, anyway? It's creepy."

"I wasn't. I got hungry so I came down to get some food and you were asleep on the couch."

The word 'food' made Lily suddenly realise how empty her stomach felt She couldn't remember eating dinner…. "What time is it?"

James looked at his watch and said, "Half past eleven."

"You'll get caught."

He grinned at her. "Nah, I won't. Are you concerned about me or something?"

"Of course not. But if you get caught, how are you going to bring me back any food?"

Slowly, James smiled as he realised she was teasing him. Maybe he was slowly winning this bet after all…. "You wanna come with me?"

Giving him a withering look, she stretched her legs and stood. "I'm a prefect. That means I try to follow rules every once in a while, and not wandering around the castle at night is one I try and stick to."

James snorted. "That's not what Moony said when he met you in the Prefect's bathroom."

Feeling her face get hot, Lily rubbed her nose uncomfortably. "I knew he'd tell you about that."

"Yea," James sighed. "I've been running down to that bathroom every evening just in case you forget to lock the door again."

Lily grinned in spite of herself and James took this as encouragement.

"Come with me. I know you're hungry," he tempted. "Trust me, we won't get caught."

"Trust you?" Lily asked with a laugh but her laughter faded as James pulled out an invisibility cloak from behind his back.

"This here is the key element to my rule-breaking and adventuresome nature. Fits three and a rat."

Lily frowned. "I haven't got a rat."

"Well if you did it would fit."

"What?"

James just laughed. "Are you coming?"

Lily hesitated but she realised she'd never broken any serious school rules before, never lived even a little over the edge. Why not go? After all, what was the worst that could happen? "Okay," she finally agreed. "But if we get caught, I am sticking to the story that I was Imperious-ed and kidnapped."

"Fair enough. But you're going to have to stay close to me so our feet don't show."

She considered him for a moment and then inclined her head. "Fair enough."

---

"Do you know where you're going?" Lily whispered angrily after half an hour's wandering.

"Of course I do," James replied. "I sneak down here at least once a week."

Lily was distracted for a few minutes, wondering how he stayed in such good shape yet ate even more than she did (which was saying something).

"I'm sorry about the other night," James said suddenly, pulling her out of a vivid daydream of James' shoulder muscles.

"What other night?"

"At the party. I shouldn't have made you drink the mead. I'm sorry."

"You didn't make me," Lily replied, confused by his apology. "It was my decision. I could have just not drank it."

"Yea but I was the one who -"

"James," Lily interrupted. "Let's not mention it, ok?"

James was silent until they arrived outside a large painting of various fruits. "We're here," he whispered, stretching a hand out from under the cloak and tickling the pear until it turned into a handle and he swung the newly-formed door open.

Lily was shocked by the huge kitchen, teeming with house elves anxious to serve them. Fifteen minutes later they left, the pockets of Lily's robes bulging with pasties and cakes. Although she hated to admit it to herself, it was a bit of a thrill wandering around the castle after dark, knowing that she was breaking the rules. Not to mention the fact that she kept brushing up against James as they attempted to stay completely hidden by the cloak.

"Where did you get this cloak from anyway?" Lily asked as they were walking through the Transfiguration hallway. (She'd noticed James was taking them the long way around but she didn't comment.) "I heard they're supposed to cost a fortune."

James shrugged. "It's been in my family for years. We've got quite a few heirlooms and stuff like that."

"Oh right, you're rich," Lily said dryly. "I'd almost forgotten."

"No need to be sarcastic. I can't help being rich. It's like being good-looking, I can't help that either."

Lily gasped at his arrogance and missed his grin under the shadow of darkness. "My god! With a head that big, I'm amazed you can actually fit it that far up your arse."

James let out a loud burst of laughter which made Lily jump and clamp her hand over his mouth. Something, or someone, had moved in the darkness.

"Our feet!" James whispered, quickly pulling her against him so the cloak covered their toes. In the only part of her brain that seemed to be left working, Lily thought that James hadn't really needed to pull her so close or wrap his arms around her, but even that part of her brain shut off as the shape of Apollyon Pringle, the caretaker, loomed out of the shadows.

"Who's there?" Mr. Pringle called, raising a lamp ahead of him squinting into the darkness. "You can't hide."

Feeling Lily's body tense and quiver against his, James breathed in her ear, "Shh, it's ok. He can't see us. We need to move slowly back the way we came."

Lily found herself nodding, although her heart seemed lodged in her throat, and she was surprised the old caretaker couldn't hear it pounding noisily. Very slowly, the cloaked pair took a few silent steps backwards until they slipped around a corner and into a hidden alcove behind a large tapestry. Feeling a bit safer, Lily loosened her grip around James' body so his blood could once again circulate.

Heavy footsteps made their way slowly passed their hiding place and the tapestry swayed as something brushed it. Squeezing her eyes tightly closed, she clung to James and buried her face in his chest.

"It's ok, he's gone," James whispered after a few moments of silence.

Looking up, Lily noticed her eyes were mere centimetres away from James' well defined jaw. Releasing him quickly, she cleared her throat awkwardly and glared up at James who was grinning at her.

"And you said I should trust you…"

"We didn't get caught did we?"

"Almost!" Lily whispered angrily.

"Aw, come on. It was fun! It's never as much fun when there's no risk. Plus I like having you pressed up against me. We should do that more often."

"Sex," Lily muttered heatedly. "It's all boys think about."

"Oh come on, that's not true. I also think about Quidditch…and food. Oh and especially toilet jokes."

"Wow, I can just feel myself falling in love with you."

"Of course you can."

---

When the two of them finally pushed their way back into the common room, Lily found herself laughing with James. She supposed it had been sort of fun, in a scary way. After all, she'd never done anything even remotely risky before and the adrenaline felt good. After relighting the fire, the pair sat down and ate their way through most of the food, while James provoked Lily in as many ways as he could possibly think of.

Almost an hour of eating, teasing and laughing passed before Lily found herself yawning and her eyes beginning to droop. When she rose to go to bed, James stood as well and took a step towards her.

"Merry Christmas," he whispered, cupping her face in his hands and sliding his fingers backwards through her thick hair. Gently he pressed his lips against hers, then kissed her forehead.

Lily stood still for a few minutes after he disappeared up to bed, a finger pressed to her lips and a frown on her face. It had barely been three weeks, and she was falling for him.

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AN: Ok, thanks for reading! Please review! xxx