Disclaimer: As always, all that is Harry Potter belongs to the great JKR. I simply am venturing a plot preceding the first book by some twenty years or so…

Chapter 2: Lily's Surprise

Both Lily and James finished reading with matching expressions of consternation and incredulity. Expecting to find a list of duties or additional instruction, these letters were most definitely unexpected.

Discomforted, James broke the silence, "Well…"

"Yeah…" Lily replied.

"Do you want to talk about your letter?" James asked.

"No, not yet."

"How was your summer, then?" James quickly asked. The small part of his mind that was not overwhelmed by the letter realized he was having a civilized conversation with the girl of his dreams for the first time since they were eleven.

For once Lily rolled her eyes without James being the cause. Not sure how much detail she should divulge about her life, after all, six years without a true discussion makes you skeptical. Finally Lily responded with a vague, "It was okay, I guess."

"Come on, you can do better than that. I bet you spent your whole summer in the south of France sunning and making me insanely jealous by flirting with all the handsome young men that looked your way." James concluded by flashing Lily a genuine smile.

Lily was momentarily struck by James' smile. It was not the smirk that accompanied his countless, though ever futile, attempts to ask her to Hogsmeade. It was not the impish smile that he charmed professors with when caught breaking a rule. It was a genuine smile. This shocked Lily. In a matter of the first half hour of the new school year, she had what she knew would be the greatest surprise of the year. James Potter could be genuinely charming and attractive. Then the old defenses quickly resumed.

"Hardly," Lily replied, "just a dull summer with my parents and my charming sister, Petunia." Lily got a far away look on her face which was tempered by a fleeting expression of sorrow hinted only in the clouding of her eyes.

Any other seventeen year-old male would likely have missed that depth and sorrow. They would have noticed the knee peeking from the hem of her school skirt. However, James was no typical boy. For much longer than James would care to admit, even though everyone knew, he was utterly infatuated with Lily. After six years of watching her every move, he knew her better than even her closest friends.

Softly, he said, "I know I'm the last person you'd normally want to talk to, but with that face comes a story and you have to tell someone. Trust me; carrying something that weighs on you like that can just eat you up." Lily's head shot up in surprise. "Lily, please, trust me."

Lily was rarely at a loss for words. First his smile, then his words, then her first name she was utterly amazed.

"Oh, its just family stuff. You don't really need to know about it."

"If it is bothering you it is important. Come on, tell me what is going on," James prodded.

Lily finally capitulated. Telling the story that we are all familiar with, namely the utter abhorrence her sister feels towards her, surprised James. Lily was loved by her friends and adored by all of Hogwarts. Well, except the Slytherins, but then again they didn't really matter.

"After six years, I really should be used to it all. This summer was different, though. She was even more vicious and had this toady blimp of a fiancée in tow. I finally realized that I had lost my sister the day my acceptance letter flew in the window." Here again she faded off as her gaze drifted out the window.

While James was aware of the strain between Lily and Petunia, as he really was a bit obsessive, he did not know it was so painful. For a moment he was unsure of what to do. Yes, James Potter did not know what to do around a girl. There would be one exceptionally surprised train full of students should this moment be announced. Finally he reached across the entire length of the bench as he had sat as far from Lily as possible. He simply took her hand and gave it a small squeeze.

Lily looked at his had which he quickly withdrew, fearing he had offended her. She actually thought it quite cute. It was something much more typical of a female response to the situation so the fact that the Quidditch star of Gryffindor was taking her hand to comfort her was sweet. She shook her head, this was a bit unbelievable and she was not quite ready to believe the Marauder in front of her was so changed.

"Lily, is that what has you so upset, that your sister has separated herself from you? Or is it something else?" James asked.

Here her eyes shot upwards again to catch his glance. She was not sure what he meant with this statement, but she knew it was not an idea she was comfortable.

"I can't fathom what you mean by that? Of course I am upset that Petunia and I are estranged. She is my sister! We are supposed to love each other unconditionally and be there for each other for our entire lives. That's what having a sister is all about!" With a deep breath Lily continued, "I mean, if you can't count on your sister loving you forever what can you count on?" Here she clapped her hands over her mouth and her green eyes closely resembled saucers. Quickly she ducked her head and let her hair cover her face.

James was a mite bit flabbergasted. He had suspected something was underlying Lily's upset, but this was more than he was expecting her to admit. He yet again was unsure of how to proceed.

"Do you know about Sirius, Lily?" James asked.

Lily rolled her eyes, "Everyone knows Sirius. He is a bit difficult to miss."

"You two have a lot in common." Here a snort emitted from the red head. "Seriously, you know his brother's a Slytherin. Did you know that he spent the summer at my home?" Lily shook her head.

"His whole family hates him. With absolutely no pun intended, he is the black sheep of the Black family. It isn't simple avoidance or rude comments, they absolutely abhor him. It is safe to say that the feeling is mutual. He ran away and, luckily, my parents took him in. Given some of our antics this summer, they may have cause to regret it."

James turned to look at Lily as he had previously been focused on the table in front of them. She was also avoiding eye contact.

"Not to get too deep, after all, it is Sirius we're discussing, but I think that the pranks and the flirting are his way of dealing with it all. He's admired for the pranks and most girls fall at his feet. It helps him to feel like he matters to someone. I guess it's why I stick by him. He's really like a brother and he needs to know that I won't let him down."

Suddenly James became utterly focused on his hands which were idling twirling his wand. "Even when he does stupid and dangerous things. I may be furious at him, but he knows that I am and will always be his friend and in all but blood, brother. We've never said it in those words, after all we're guys, but we trust each other implicitly and would do absolutely anything for each other."

James paused again and Lily was about to speak when James continued. "Lily, sometimes family falters, but there are those we choose as family, our friends, confidants. Not all of those may be in it through thick and thin, but I swear on all that is magic or holy or whatever you want me to that if you choose to be my friend you will always be able to trust and count on me." Here he faltered, "You always had me."

Lily's mouth was unceremoniously set slightly ajar and her wide eyes were staring unblinkingly at James. For several moments words failed her. The same girl who was third only to James and Sirius in witting retorts and scathing comebacks was left speechless by James. Finally she found her voice.

"I never knew you were serious all those years," she managed in a voice just above a whisper.

"Lily, I realize I was a prat. But despite general appearances to the contrary, I was just a guy trying to impress a girl and no guy really understands girls," he said.

"I know, but you were just so awful to me and my friends for all those years!" Lily's voice grew in strength.

"We were just trying to impress you and we were trying to be cool!" James' voice rose to match Lily's. With a multitude of differences between them, their tempers were easily matched.

"There's more important things that being cool, James!" Lily nearly shouted falling back into their normal mode of interaction.

"Like being a perfect, know it all?!" James threw back before he could catch himself.

Both gasped, realizing this argument was different from the rest. It was truly personal and the words were fully intended.

James sighed and took the responsibility for the moment, "Lily, you're no different from Sirius. He tries to find a place to fit in by pranking and being popular and a heartbreaker. He keeps people at a distance by his popularity and pushing away all the girls who he dates. You try to fit in by proving you're smart and perfect. You push people away by being aloof and avoiding close relationships. You both are afraid of being hurt by other people and you both are loathe to admit it."

For several miles of train tracks, the two sat in silence. James realized he may have finally pushed Lily to her limits and destroyed all hopes of ever winning a chance with her. Lily was completely thrown by James' blunt words and startling conclusions.

While heavy clouds passed overhead, Lily pondered James' words. Was she really like Sirius? Did she push people away? Could someone see through her that easily?

Miles passed and the silence hung heavily over the Head's Compartment. Just as James was about to acknowledge his defeat and return to the compartment containing the rest of the Marauders, Lily spoke. Her voice was so faint and so forlorn that he nearly missed her words.

"You're right," Lily whispered.

A.N. For those looking for humor, fret not. First we must take care of Lily and James before the frolicking may begin.