Watching the slime ball Snape drool over Lily all potions had not put James in the best of moods and by dinner he'd hexed a gobby third year and nearly trampled Wormtail in his efforts to keep Lily within eyesight at all times. Sirius found his mood amusing and had happily pranced along next to James pointing out all the ways Snivellus could weasel his way back into Lily's life after the show down they'd had last year. Just the memory of what he'd called Lily made James's blood boil although seeing her rip someone else's head off for once had been a relief and also quite the turn on. As the four marauders reached their last lesson of the day – charms – James noticed a spare seat beside Lily and dived for it, his bad mood clearing instantly. He crashed into the seat noisily and Sirius barked out a laugh behind him, causing Lily's head to snap round. He watched as her eyes narrowed into slits and her nostrils flared dangerously.

"Oh, didn't see you there Evans," he managed to splutter out, his right hand jumping to his hair nervously.

"Sure you didn't Potter." She snapped.

Before she could say anything else however Professor Herbert strolled in whistling happily to himself. Grinning at his good luck he glanced at Lily who had now turned back to the front of the class though the hint of red on her cheeks and incredibly cute ears stood out as warning signals to the temper she was hiding.

Instead of concentrating on what Herbert was saying he found himself gawping at Lily for the rest of the lesson imaging what it would feel like to run his fingers through her hair. Padfoot had tried to get his attention more than once by sending notes flying off the back of James's head but he'd just flicked them away. Finally when Lily got up to join Hestia who was hovering next to the desk he realised he was still staring at her and jumped to his feet, knocking Pete flat onto his arse.

"Oh Sorry Wormtail, didn't see you there mate," he said pulling his podgy friend back onto his feet.

"Its okay Prongs, just thought I'd wait for you." Pete mumbled rubbing his back. Sirius and Remus were waiting outside the classroom for them and Sirius had an extremely smug look on his face.

"Guess who's agreed to come to the first Hogsmede trip with me Prongs!" he sang, dancing around James while Remus sniggered at the looks he was getting from a group of passing second years.

"Duno mate," he replied smirking and thinking about all the girls at Hogwarts who would jump in front of a train to get a date with Sirius.

"HESTIA!" he crowed patting himself on the back.

X X X X X X X X X

"You're going to Hogsmede with who?" Lily shrieked.

"Oh keep your knickers on Lils, I've liked Sirius for ages so stop being such a cow and be happy for me." Hestia replied lazily from the arm chair she was lounging in.

"Yeah Lily calm down. You're almost popped my ear drums!" Marlene groaned dramatically covering both of her ears with her small hands. Alice on the other hand didn't say anything; she was too busy snogging Frank at the other end of the common room.

"Sorry Hest," she mumbled guiltily. She was happy that Hestia's dream had come true but she didn't know how she was going to cope if Sirius bloody Black started hanging around with them like a bad fart.

"Its okay Lilikins, it's just in your nature to be an anxious old crow," Hestia laughed as she sent Lily a smile that clearly said she'd been forgiven. Marlene on the other hand was wiggling around in her chair as if she had something very important to say and Hestia gave her a stare that spelled spit it out.

"OMG Lily did you see the way Severus was looking at you all through potions, total creep!" Marlene burst out. Lily could tell she'd been holding this in since second period but she didn't really feel like talking about it so she just shrugged.

"Come on Lils, I know you don't want to talk about it but you might feel better if you do." Marlene said in a softer voice.

"To tell you the truth Marls I didn't even look at him." Lily replied quietly, staring at her transfiguration homework with unneeded intensity.

"Well I did and let me tell you that boy was S T A R I N G," Marlene said as Hestia put down her own homework to join in the conversation.

"He was Lils, I thought he was going to burn a hole into the back of your head." She put in. Lily finally looked up at her two friends and felt lucky that she had such good ones. None of the other Gryffindor's had attempted to understand her close friendship with Sev which she'd had for her first five years at Hogwarts apart from Marlene, Alice and Hestia and because of that she was eternally grateful. So she leaned forward and told them both exactly what was on her mind; she was scared that Severus would spill all the secrets she'd entrusted him with – like how she cried herself to sleep every time Petunia had said something vile to her or how she was terrified that one day an owl would land on the Gryffindor table with the news that her muggle family had been slaughtered in their sleep by Voldemort's followers - she was terrified he'd somehow use the information she'd given him about Marlene and her family against them and her worst fear yet was that one day Sev would appear before her dressed in his death eater robes and say the spell that would end her life.

Hestia and Marlene sat quietly while she poured out all this and when she started to cry they both jumped up and pulled her into their arms, Alice quickly joining them.

X X X X X X X X X

As he watched Lily sob into her friends robes James felt a horrible pang in his heart. He wanted to leap to her aid as well and whisper how it was all going to be alright but he couldn't and that killed him. Remus seemed to notice he was no longer interested in their game of wizard chess and looked at James and then followed his gaze to Lily. Remus – being as close to Lily as he was – had every right to go over and soothe her but he didn't. Instead he sat with James in silence, telling Sirius and Pete to shut up when they entered the portrait hole chatting loudly. James didn't know how long he sat there gazing sadly at her but when she got up and was led up stairs by Hestia, Marlene and Alice he let out a lengthy breath, promising to himself that he would one day be able to be there for her like he wanted to.

So that's the second chapter guys. Hopefully I've made an improvement on the first – thankyou BlueJeanMistress for reviewing! - Because I know it's a bit of a mess but I will get better don't worry:-) haha. I don't really know where I'm going with this story yet but I've got a few ideas and I really want to do it justice. Thanks dudes!