The summer had now entirely disappeared in Britain and the sporadic mildly warm weather had been replace by a constant cold drizzle and chilling winds. The fifth years were now well into their OWL year and were being hounded by their Professors just as the old school walls were relentlessly pounded by the rain.

The Marauders sat quietly, for once, at the back of the classroom. Professor McGonagall was explaining a very complex topic and, although the boys like to pretend not, they were very conscious of their grades. Sirius was frowning down at his parchment whilst Remus flicked through his Transfiguration book. James was listening intently as Peter scribbled frantic notes, looking on the verge of tears.

Professor McGonagall was explaining a particularly difficult spell with the help of a diagram on the chalkboard when a timid voice spoke up from the front row.

"Professor?"

"Yes, Miss Evans?"

"Please could you just repeat that bit, I'm a little confused."

The Deputy Headmistress's face looked shocked for only a second before she compose herself and resumed the lecture of a few minutes previous. The class gave a collective sigh of relief as they got to catch up on the notes they were missing and try to grasp the tricky concept again. However, James Potter was looking just as confused as Lily felt. Everyone knew that the top two students in their year were not as most people assumed in Ravenclaw, but were both in Gryffindor: Lily Evans and James Potter. James had an unexplainable way of taking in everything his Professors said even when he wasn't particularly listening and regurgitating it in the exams. Lily Evans on the other hand was a diligent and hardworking student. Although James found the lesson today challenging he was having no trouble keeping up. Therefore, it confused him immensely that Lily could be having any trouble with it. He had no more time to ponder what was going on because Professor McGonagall had begun to distribute small animals and he had to concentrate on his work.

"I can't believe o' mighty Evans asked for help," Sirius boomed as the Marauders made their way to dinner that evening.

"Yes, I was surprised. Actually, she hasn't being looking on top of things the last couple of weeks and she looks a bit ill, don't you think?" Remus, who still wasn't looking well himself, looked thoughtful.

"She hasn't been as insufferable in Ole Sluggie's recently." Peter interjected.

"She is not insufferable." James gave his friend a harsh glare. "I think she needs a soft warm shoulder to cry on," a mischievous glint took over James's caramel eyes as he spoke.

The boys were laughing as they entered the Great Hall and took their places at the Gryffindor table. Lily sat not far from them, a book propped against her pumpkin juice, her red hair trailing in unkempt waves down her back. Her brow was furrowed as she read the book closely and ate her spaghetti bolognaise simultaneously.

"Now's your chance to offer your fine shoulder to her ladyship," Sirius whispered nudging James and nodding his head in Lily's direction.

James winked at the other boys and repositioned himself next to Lily.

"Go away Potter, I'm not in the mood," she hissed as soon as he sat down.

"I just wanted to offer my concern over your apparent decline in well being."

"My wellbeing is fine, that is until a certain arrogant Quidditch star badgers me."

"I think what you meant to say there is, a certain dashingly handsome Quidditch star with beautiful coloured eyes is sincerely worried about me." James smile grew wider as Lily's cheeks began to colour.

"Argh! I should have known that me stating a fact would go straight to your head you arrogant fool!"

Lily couldn't really argue with the case he had made for himself. He was dashingly handsome. Lily looked now at his dishevelled hair and perfect features. The soft stubble that graced his chin and the perfectly toned muscles beneath his crimson jumper. His prowess on the Quidditch field could be denied by no one, he was an immensely good player. She had of course already admitted herself that she thought his eyes were beautiful, she couldn't deny that, Not to herself anyway. She could and would deny it to James.

"Oh come on Lily we know it was a compliment so knock it off."

Lily picked up her book and stood up, towering over James where he remained on the bench.

"I will never pay you a compliment as long as I live James Potter!"

And with that she turned and walked briskly out of the Great Hall.

Lily sat in her favourite spot on the rug in front of the fire. Her work was spread out around her and her robe was flung haphazardly over the nearest chair. She had scooped her hair away from her face and fastened it behind her head with two quills.

She was alone in the room. Everyone else had already gone to bed, there was a trip to Hogsmeade the next day and everyone wanted to be well rested. Lily knew that her friend, Alice, was in the boy's dormitories with Frank. They spent most of there evenings together now, studying, talking and just being together. Sometimes it made Lily feel a little lonely and she would sit by the fire with her own work. She was never alone long. The fluffy white cat had taken a liking to her and joined her most evenings while she worked. Fluff, the imaginatively named cat, permitted Lily to pet her from time to time when she needed a break from OWL revision.

Although she tried not to be, Lily was ashamed that she was confused in Transfiguration. She prided herself on being the top of the year and competent in all subjects. If she was truthful with herself, she was finding a lot of her school work difficult at the moment. She had too much to worry about. Her Grandmother was extremely ill and the letters she received from her parents each week suggested that she would not last much longer. Lily was also still worried about Remus. He had been looking slightly better recently, but he was still not his usual self. Lily had returned to the library many times to research what could be causing it but still the only thing that ever fit his symptoms was a werewolf bite. On top of all her worries she had the stress of the upcoming exams to contend with.

Lily put down her quill and parchment before laying back on the floor. Fluff jumped down from the settee where she was grooming herself and settled on Lily's stomach. Absentmindedly, the girls hand wound it's way into the velvety fur and began to pet the compliant animal. The two females fell asleep like this and didn't wake until a loud noise startled them from their slumber.

When James stepped through the portrait hole he stopped dead, a small smile gracing his face. Despite the urgency with which he had been hastening into the Common room, he stopped in his tracks to take in the perfect site before him. Lily's hair was half ensnared by her quills and half splayed out around her head. Her face was a mask of peaceful perfection and her deep breathing matched the low humming emitted from James's cat who was nestled snugly on Lily's stomach. The dying fire had caused a light blush to tinge her cheeks making her look like a stunning English rose. It was in that moment that James vowed to himself that no matter how many times Lily Evans refused him, he would persist because she was, in his eyes, perfection.

However, he could not stay and admire her from this distance because his friends came crashing through the portrait a second later.

"Bloody hell James, he really is a lump!" Sirius heaved as he and a beaten looking Remus carried a limp Peter into the Common room.

"SSHH!"

It was too late. The three boys watched as Lily stirred on the floor and sat up blearily, Fluff jumping artlessly from her place.

"What's going on?" Lily mumbles sleepily as she took in the sight of the four boys.

She began to stand up as she fully comprehended poor Peter's position.

"Get him onto the couch." James motioned to the other boys. "Lily, everything is fine, go to bed, take Fluff with you if you like," James smiled trying to divert her attention from Peter's lolling head.

Lily was stubborn and stood her ground, looking James straight in his perfect caramel eyes. "I will not go to bed. You have been breaking the rules James Potter and I want to know why. Besides, do you expect those two to revive Peter?" She motioned at Sirius and Remus who were now knelt beside Peter looking confused and worried.

"We'll cope, don't worry." James was now ushering Lily towards the stairs.

"Potter, the potion to heal wounds like the ones on Remus's face is very complex, do you really think you can do it without my help?"

James paused looking at his best friends ripped face. Lily took advantage of his quiet.

"What did that anyway? Those cuts like the must have been made by some sort of animal."

James's eyes snapped back to Lily, whose hair was still hanging loosely around her face and who still stood in her pyjamas.

"Lily, I don't want you caught up in this. Yes, we've been breaking the rules, but it's for good reason, I know you don't believe me but please, please just trust me once Lily, and don't ask questions." James pleaded with her, the deep depths of his eyes captivating hers for a moment.

Lily tore her eyes away from James' and studied Remus and Peter quietly before saying, "Okay, but I'll want an explanation at some point Potter."

"Fine, whatever." Sirius said quickly warranting a hard glare from James.

For the next three hours Lily and James brewed a potion to speed along the healing process on Remus' face and Lily carried out a series of spells to revive Peter. The four barely spoke and when the Marauders were in better shape Lily gathered up her books and quills and went silently to bed.

Thanks to Peppy McGee, LilyBellaAlways and MaraudingSnitch1314 for adding my story to their favourite story lists.

Thanks to Ridingstar95 and MaraudingSnitch1314 for adding my story to their story alert.

And thanks to Ridingstar95, Mrspotter4, LilyBellaAlways and SkyeW for reviewing.

Mrspotter4: I agree, there needs to be more from these two : ) I will try to update as often as I can.

SkyeW: I don't take any credit for the description of James' eyes unfortunately, it is how one of my friends views his eyes. We all know she was lying : ) Thank you, I love seeing your reviews!