A/N: First off, thanks to those who reviewed my last chapter...you don't know how much it means to me. Also, I'm sorry for not posting in awhile…I've had company from CA and I'm going to have a friend from TX here for a week so I can't promise any more updates until Sunday…but please don't stop reading! I promise I'll update more frequently as soon as our stream of visitors is gone.

Ok so after reading Harry Potter and the Half Blood Prince I realized that Professor Horace Slughorn would've been the potions teacher in Lily and James' time. So I'm going to cancel out Professor Tortoyla…she was merely a substitute for the beginning of term while Professor Slughorn was away…kind of lame, I know, but I can't really think of anything else! I'm going to edit my first chapter to make this believable. So here's chapter three! I hope you enjoy it! Please review!

Elise

Chapter 3

Woes and Worries

Two weeks passed and James was stricken at the fact that Lily and Brandon were still going steady. He'd expected them to break up after a couple days, seeing how Brandon was the world's biggest prat, but they didn't, and James spent his days dreaming of ways to get them to break up.

"You could feed her a love potion," Peter suggested one night while they were in the library doing homework.

"That's illegal," Remus automatically pointed out and Sirius snorted.

"And since when has that ever stopped James?" Remus shook his head and sighed deeply.

"I don't think that'd work," James said, jerking himself back to the present and his Potions essay that lay in front of him. "Lily would never accept anything I offered her."

"Well, perhaps from one of us?" suggested Peter, gesturing at Sirius and Remus.

"She's not that thick," Sirius said.

"Ah well, apparently she is," James contradicted, jerking his head towards the library door where Lily and Brandon had just walked in holding hands.

"Oi! Potter!" Brandon called across the library, awarding himself one of Madam Pince's award winning glares. James turned in his chair so his back was to him. "Miss Evans here wants to talk to you!"

"I do not!" Lily cried indignantly.

"Oh yes you do, you just told me so."

"What is it?" James asked, turning in his chair and glaring at Lily who looked slightly taken aback; he'd never glared at her, it was usually her who was doing the glaring.

"Well, I just wanted to remind you that we have a meeting in Professor McGonagall's office tonight at 8:00 to discuss our duties as Head Boy and Head Girl."

"I know," James replied stiffly. "What'd you expect me to do? Forget?" Lily narrowed her eyes at his sarcastic comment.

"You don't have to be so rude about it, Potter. I just wanted to remind you because actually, I thought you would forget."

"Well, I didn't," James answered, when in truth he had.

"Well fine, I'll see you tonight then." And with that she grabbed hold of Brandon's wrist and dragged him to the table farthest away from the Marauders. James turned back to his essay and angrily jammed his quill into his ink bottle, splattering ink all over his paper. Remus sighed and impatiently waved his wand over his friend's piece of parchment and the ink disappeared.

"Thanks," James muttered, cramming his essay into his book bag and stalking out of the library.

"Prongs! Wait up!" Sirius shouted after him.

"Shush, Black!" Madam Pince reprimanded him; James didn't listen. He strode quickly down the hallway towards the Great Hall. He needed to go outside; some fresh air would do him good.

Sirius caught up to him just as he made it out onto the grounds. James breathed in deeply and let the cool night air wash over him, filling his lungs with the tangy taste of pine trees. He glanced up at the sky and saw several hundreds of stars twinkling down at him merrily; the moon shone brightly over the lake and an owl hooted somewhere off in the distance.

"Hey, Prongs!" Sirius grabbed his shoulder and breathing heavily, spun James around so he faced him. "What's up with you?"

"Nothing," James muttered. "Leave me alone!"

"It's Lily isn't it?"

"No, it's not." Sirius snorted.

"Sure, and I'm a werewolf."

"Shut up." James jerked out of his grip and walked away towards the lake.

"James!" Sirius caught up to him again and grabbed his arm.

"What do you want?" James demanded angrily; he didn't feel like talking to anyone right now.

"I want to talk to you, mate! You're going crazy! I can tell! What can I do to help? Ever since the beginning of the year, when Evans started going out with Parkinson, you've been all…well, whacked out! What can I do?"

"There's nothing you can do Sirius," James replied, and to his horror, his eyes started to fill with tears, because he knew Sirius was right; he was too obsessed with Lily. The mere thought of her and Brandon together was driving him insane. He looked away and hastily wiped at his eyes, but Sirius saw the tears nonetheless and he smiled.

"You know James, you must really like her to be able to shed tears about her." James forced out a strangled laugh and shrugged.

"It's not just that I like her, Padfoot, it's that, so I'm frustrated with the fact that she's going out with Parkinson, of all people, and she just won't pay any attention to me. I mean, what exactly is wrong with me?" Sirius stepped back and scrutinized James closely.

"Well, first off, I think she doesn't like the fact that you're a little too conceited."

"You think I'm conceited?" James asked nervously.

"Well…" Sirius shrugged, "it's something we both can work on, but I think that's the one thing she definitely hates. But frankly, Prongs, I'm not entirely sure because I'm not Lily, and I'm not close enough to her to actually be able to ask her."

"What do you mean?"

"Well, I could ask her what she thinks is wrong with you…"

"We've already tried that, remember? Last year…she threatened to hex us if we ever asked again." Sirius laughed and so did James.

"Oh yes...now I remember. Well, who would she tell?"

"Olivia?" James suggested.

"Well yes, of course…we could ask her."

"Yeah…I suppose. How about Remus?"

"Nah…don't be so thick Prongs! She wouldn't tell him because she knows he'd just go and tell us." James was silent for a few moments as he thought about what Sirius had said.

"What about-"

"You know what mate? I don't think it matters who the heck you ask…I just think that you should try and be yourself; eventually she'll fall for you."

"I've tried doing that for the past 3 years Sirius! And in case you haven't noticed, it hasn't been working!" Sirius laughed and shook his head.

"No, James, not the side of you that is the prankster and the joker and the conceited man-"

"Hey!"

"Well, it's true mate, both of us kind of have two sides to us, you know? The side that's evil, and the side that's kinda well…" Sirius hesitated and James saw him cringe. "Sweet, in a way."

"What? But that is me! I'm a prankster, a joker, and perhaps a bit conceited…"

"Ha! See, even you admitted it!" James shook his head.

"Whatever…"

"But I see what you mean…" Sirius murmured. "But I think you could just try and be nicer…sweeter…to people; for example, don't hex so many people…that annoys the crap out of her." James laughed, because he knew it was the truth.

"Yeah…but then will she like me?" Sirius shrugged and lazily bent down and picked up a small twig lying on the ground and twiddled it between his thumbs. He looked at it for a moment and then glanced back at James.

"I dunno, mate…it might help deflate your big head though." James laughed again.

"Sure…sure…whatever…wait, I have to stop hexing Snape?" Sirius looked shocked.

"No! Are you crazy? Of course not! Snivellus can be the exception. Now, it should be almost 8:00…and you have that meeting in Professor McGonagall's room."

"Oh yeah…shoot!" And with Sirius close behind, James raced across the grounds and into the castle; his woes and worries had evaporated slightly…and a plan was already forming in his mischief-making mind.