So, first of all, yes this has taken longer than the few days I said it would, but I have been getting a Beta reader, to sort out all my stupidly rushed grammatical mistakes, so here is a big thank you to NewProphecy!

And my luck with technology is again failing me which means for some reason I can't see who has reviewed, story alerted etc, so unfortunately there will be no shout outs, I promise I will get it sorted for the next chapter. Thank you to you all!

"Mr. Potter, do my eyes deceive me? Is that your homework I see before you?" Professor McGonagall proclaimed.

"Why yes Professor, you would be correct in believing that…Your eyes haven't gone completely yet," James looked up politely at his Professor whilst the rest of the Marauders sniggered around him.

"Considering this momentous occasion Mr. Potter, I shall pretend that my ears were 'gone completely' for that last remark." She smiled begrudgingly.

For a moment Lily's mind raged. Had that idiot not changed at all? But then she actually played back his comment in her head. While Professor McGonagall continues collecting homework, Lily's mind played back the scene listening intently to James heavenly voice. And the more she listened, the more she realized that his tone hadn't been arrogant and jeering like usual, but rather enthusiastic, like mischievous banter. She wondered whether it was just her interpretation and decided that it was. It was only because she hadn't seen him in a few weeks and her feelings for him were a little overwhelming. That was all. He hadn't changed at all.

An hour later Professor McGonagall let the class escape and the Marauders leaped from their seats laughing and sharing more stories of the holidays. Despite herself Lily lazily followed them out into the castle grounds. She had to find out more about Remus' condition and if that meant being close to James Potter, well she would just have to suffer that wouldn't she? Anything to help a friend.

The four boys threw down their bags underneath a large oak tree and settled themselves on the grass around it. Lily was pleased they had chosen such a place to stop because one of her favourite spots in the grounds was just a few metres past were they sat so she could sit and listen without being too noticeable.

As she walked past the boys she thought they were all immersed in Sirius' story, but James Potter watched her progression and shouted, "Oi Evans!"

"Yes, Potter?" She only turned her head slightly, looking at him through a veil of fiery red hair.

"Why don't you sit with us? Better than sitting by yourself, am I right?" His words were soft and she turned to fully look at them.

Sirius was smiling widely at her a slight gleam in his eyes while Remus pulled his books from his bag. Slowly Lily wandered closer and settled herself neatly between Peter and Remus. James smiled politely at Lily and followed Remus' lead. Sirius stared at James incredulously as he revealed the book from his bag and took out a quill.

"Whoa - what's this, mate? We don't do work until the last minute!" Sirius sat abruptly up and looked aghast at his best friend.

"Yeah, and we get madly stressed and don't do as well as we should. Anyway, this is an important year; we've got to try more Padfoot." James was surprised by how easy the words rolled off his tongue. Over the summer as his mother had reminded him of his arrogant expulsions he could feel himself changing and it kick started a change. Not a huge one, admittedly. He wasn't now a priest and he really couldn't see himself sticking to the working part, but he wanted to try.

"Did he have a bang over the head over the summer?" Lily asked with a laugh.

"Actually, Padfoot did knock him off his broom during one Quidditch match. Maybe he has some hidden damage…" Remus peered curiously at James' face while Peter and Lily laughed raucously.

"And what exactly are you trying to say about me there Moony?" Sirius poked Remus who dramatically fell backwards clutching his side.

"Ah, the oaf hath smote me!" To this utterance Sirius threw one of James' books at his friend's head.

"It's you that's the beast, mate!" Sirius laughed, but James had stopped and was looking warily at Lily. She had noticed, but tried not to show any shock as if she saw no hidden connotations of that statement while her mind whirred.

For the next few hours Lily sat quietly working as the four boys regaled each other with stories of their summers, a lot of which she gathered they had spent together. In between these bouts of story telling the boys would actually settle down and work which surprised Lily to no end. On a couple of occasions James would tentatively inquire about Lily's summer, to which she would reply with short sparse answers. But it was not because she didn't want to speak to the boys – or in particular, James – but because her summer had been generally boring. She had met up with Alice for a few days, but the two girls lived far apart and Lily spent the rest of her summer in her room hiding away from her sister.

The September night began to draw in and the Marauders packed away their books, preparing to head up to the castle before curfew. Lily likewise packed away, but remained seated when the others rose.

"You not coming Lily?" Sirius inquired.

"No, I'm going to stay out here for a little while longer, see if I can catch the sunset before curfew." She smiled as Sirius nodded and began to walk away with Remus and Peter.

James didn't move.

"Those two dangly things hanging from your body are meant for walking, Prongs!" Sirius shouted over his shoulder.

"I always did wonder!" James laughed, "I'll catch up with you in a sec."

Lily sighed as he turned to her, ready for the inevitable question.

"Do you despise me too much to keep a secret Lily?"

Lily was confused, but spoke honestly, "I don't despise you James – far from it. But yeah, I guess I could keep a secret, as long as you haven't killed anyone."

James smiled, "Nah, not this week anyway!" He turned his back on her, drew his wand and muttered a quick spell.

Lily watched his face as he knelt beside her. His caramel eyes looked beseechingly at her and his face twisted in apprehension.

"I know you'll disapprove Lils, but please you don't understand just how important it is that this remains a secret." James lightly touched her arm as he spoke and the force of this simple contact made her heart race.

"Okay," she said slowly, wondering if she was finally going to learn for certain what was wrong with Remus.

Just then her thoughts were interrupted by a strange noise that was gently increasing in volume. James span around just in time to catch a large bundle of cloth that had seemingly just flown through the air at him. He wrapped it around his shoulders and Lily's mouth fell open in surprise.

"Tada!" James said poking his arms out from underneath the material, so that Lily could see them again.

"Oh my gosh!" Lily reached forward, her fingers stretched toward the cloak, but not actually touching it. "James what…how…wow!"

"I know," he draped the cloak over Lily's outstretched arm and she watched in awe as it disappeared. After a second she gathered all the material to her and disappeared completely.

James could hear her laughing and smiled for a moment, remembering the wonder he had felt when his father had first given him the cloak. He reached forward and gently removed the cloth from over Lily's head, so that he could see her floating face. For an instant she looked excited, and then her face turned stern, before settling in an adorably confused frown.

"I guess this explains a lot," she said, "but I don't get why you are showing it to me."

"So that you can watch the sunset without worrying about curfew." He smiled at her and then turned towards the castle.

"Thank you."

He turned back to her, "You're welcome… It's good to know you don't despise me." And with that he left her sitting wrapped in his invisibility cloak and smiling softly.