Disclaimer: I own nothing but love for all of these characters.

Chapter 2

Things didn't improve as the week went on.

James didn't like to think of himself as a stalker, or as unnaturally obsessed with Lily Evans, but when she was upset he couldn't help but want to comfort her.

Since the first night back to Hogwarts, when she had told him and Sirius about the death of her parents, she had avoided the pair of them as though just being around them would cause her pain.

Which was impressive as all sixth year Gryffindors had classes together, and James had five classes in total with Lily. She always sat right at the front so he couldn't speak to her and wouldn't be able to see her face, and practically catapulted out of the door at the end of every lesson so he had no hope of catching up with her.

Outside of lessons he rarely saw her. She never turned up to the Great Hall for meals anymore, she usually chose the solitary of her dormitory over the rowdiness of the common room and whenever she wasn't there or in class she was hiding among the dusty bookshelves in the library.

By the Saturday morning of the first week of term James had only clapped eyes on Lily outside of class three times and he hadn't spoken to her once.

He'd tried to corner her best friend and dorm mate Mary McDonald at the end of Charms on Friday, but Mary had simply told him that Lily had said as little to her as she had to him, and she usually had the curtains of her four poster bed drawn by the time Mary made it to the dormitory.

It was safe to say that James was frustrated.

Sirius had told him to leave it alone, that Lily would talk when she was ready. Sirius understood to some extent what she was going through, having been disowned by his family the summer before last. James understood it was difficult to talk about family matters, but he hated to see her in such pain.

He wasn't asking her to talk about family, just to talk. To anyone. About anything.

It was in that frustrated state he was found in Transfiguration on a rainy day in the second week of September.

Lily still hadn't so much as looked at him since the start of term feast and this was only the second time he'd seen her that week. He was sat at the back of their Thursday afternoon Transfiguration lesson, and as per usual he hadn't taken his eyes off Lily for the entire hour though he had somehow managed to progress further than she had in this lesson.

They'd begun vanishing mammals last week and he had already progressed onto vanishing a kitten, which he had successfully done ten minutes ago. Lily however, still hadn't managed to vanish her mouse from last week and was sitting at the front of the class with an expression that was close to tears.

James had already packed away and was determined to catch her at the end of class. So he was surprised when Professor McGonagall dismissed the class but said, "Miss Evans could you stay a moment please" before glancing at him over the heads of the retreating students, "You'd better stay too, Potter" she added.

James eyebrows knitted together in confusion but he nodded to Sirius as an indication that he would catch up with him and made his way to the front. Lily hadn't left her seat and was staring resolutely down at the desktop.

"What's this about, Professor?" he asked, taking a seat beside Lily.

"I'll get to you, Potter" she said dismissively, "I want to speak to Miss Evans first."

Lily looked up slowly, "Professor, if this is about prefect duty-"

"Let me stop you there, Miss Evans" Professor McGonagall said, dropping a sheath of parchment onto the desk in front of Lily and crossing her arms over the chest. "It's about this."

James didn't know what the parchment was, but the big D written at the top in red ink cleared a few things up for him. At a guess he would say it was Lily's essay on non-verbal spells and the fact that she had received a Dreadful gave James an idea that she was not coping well. James doubted that Lily had received anything lower than an Exceeds Expectations in her entire academic career.

"This will not do, Miss Evans" Professor McGonagall continued, "We are fast progressing into N.E.W.T year and if you want to get higher than a P you really need to work harder."

"I'm trying my best, Professor-" Lily started.

"I understand that you're having a very difficult time right now" Professor McGonagall continued, "I wish to support you in every way I can but I simply cannot have N.E.W.T level students in my class who can't vanish a mouse by the fourth lesson."

"I promise I'll work harder, Professor."

"I know that, Miss Evans" Professor McGonagall said softly, "I also know that there's no shame in asking for help."

Lily glanced at James before looking up at her Transfiguration teacher.

"That's why I asked you to be here, Potter" the Professor continued, "Of course Miss Evans is very accomplished at Transfiguration under normal circumstances however, during this time of stress it might be helpful for her to have someone to take a little of the strain."

"I'm not sure I'm following, Professor?" James raised an eyebrow.

"I want you to help Miss Evans" Professor McGonagall said, "Not as a tutor exactly but as a friend, someone she can turn to if she's ever struggling."

James paused for a moment before glancing at Lily, "Of course I can do that, Professor" James smiled, "If that's okay with Lily."

"I don't want to cause any trouble" Lily mumbled into the desk.

"It's no trouble!" the words were out of James' mouth before he could stop himself.

"Might I also remind you, Miss Evans, that an Exceeds Expectations is required in this class if you wish to pursue your career in Magical Law Enforcement" Professor McGonagall was suddenly stern, "If you continue on this path I'm afraid you'll receive a Poor at best."

Lily sighed, "Well if Potter really doesn't mind."

"Of course not!" he said brightly, picking up her bag and helping her out of her seat. "I can always use it as leverage when I need help with my Potions homework."

"When is the great James Potter ever likely to need help with Potions?" she mocked as they left the Transfiguration classroom together.

"Well you do need a lot of imagination when it comes to Potions" James said as they moved down the corridor together, "Something I rather lack."

She looked at him strangely as she reached for her book bag but chose not to comment.

"So" he said, grinning down at her as though Christmas had come early. He thought he might have to rein in the enthusiasm for fear of scaring her away, but she didn't seem to mind. "Shall we start on this Transfiguration now?" he asked.

"Don't you want to go to dinner?" she raised an eyebrow.

"Well I didn't think you would" James said, "And I didn't want to give you an opportunity to get out of our deal, I need all the help I can get at Potions."

Lily's lips curved upwards into a small smile, "Alright you win, Potter" she said, "Library?"

James wrinkled his nose, "All those dusty books?" he mocked, taking hold of her hand and pulling her along in his wake. "Not the best place for studying."

"So where is?" she asked, he could hear the laughter in her voice.

"You just follow me, Evans" he turned to grin at her, his warm hard still holding onto her tiny one.

Then he took off into a run, and holding onto her hand pulled her along in his wake. He could hear her gasping for breath and trying desperately not to laugh.

They stopped when they reaching the portrait of the Fat Lady.

"The Common Room, Potter?" Lily gasped as he pulled her through the Portrait Hole and across the empty Common Room. It seemed everyone was still at dinner, which was good for him as he pulled her to the bottom steps of the boy's dormitories.

"No way."

"Come on, Lil" he said, turning around to grin at her and holding out both of his hands, "Where's your sense of adventure?"

"What does me going into your dormitory have to do with you helping me with Transfiguration?" she demanded, her hands on her hips and her green eyes shining.

She was starting to look more like her old self and it made him want to skip around the empty Common Room.

"Well, nothing" he said, shrugging, "But it is a great place to escape to, no one would dare to think you're in James Potter's dormitory after all."

She glanced up the stairs before looking back at his face, then her resolve seemed to snap and she grabbed hold of both of his hands and let him drag her up the stairs. She seemed reluctant but he knew it wasn't the first time she'd been into his dormitory. She and Remus seemed to have monthly meetings during which they hid behind the curtains of his four poster bed, drank hot chocolate and bared their souls to each other. He also knew that she'd snuck up here with Sirius to find his Firewhiskey stash more often than not, but he didn't like to think about that.

Perhaps she was nervous because she had never been into the dormitory with him. In fact the two of them had never been alone together before.

Suddenly he was a little nervous too.

He pulled her through the door of the sixth year boy's dormitory and towards his bed, hoping she would ignore the mess. The floor was mostly sprawled with old clothes, used sweet wrappers and forgotten library books. Lily didn't seem to mind, but she was obviously more than used to it. She perched herself on the end of his bed awkwardly and twiddled her fingers in her lap.

She might be used to the dormitory, but she wasn't used to him.

Yet.

He wanted to make her feel at ease so he crawled onto the centre of the bed, "Make yourself at home, Evans" he grinned, reaching over to draw the curtains around them.

She scooted to the middle of the bed and sat with her legs crossed, watching him interestedly as he pulled out his copy of A Guide to Advanced Transfiguration, a sheath of parchment, a quill and a bottle of ink.

He grinned at her as he placed the quill between his teeth and unscrewed the bottle of ink, "So" he said slowly, taking the quill from between his teeth and dipping it in the ink pot, "Gamp's Law of Elemental Transfiguration-"

He was cut off by a blow to the side of the head as Lily wacked him with a pillow and almost unturned the bottle of ink, "I'm not that thick, you prat!"

"Well how was I meant to know?" he teased, taking the pillow from her and throwing it behind his head, "I'm you're tutor, you can't be awfully bright."

She giggled at this and he marvelled at the beautiful innocence of the sound. Her green eyes were brighter than they had been for days and there was a little pink in her cheeks. Maybe he could finally break through her defences and get her to open up a little.

"You know Lily you can talk to me, tell me what's been going on with you" he said softly.

She clammed up almost immediately, drawing her knees up to her chest and wrapping her arms around them. "I'd rather study" she mumbled, her eyes cast down at the bed.

Then again, maybe not. He felt like it was one step forward and three steps back when it came to Lily. Maybe he should stop pretending he knew better and just take Sirius' advice. If he gave her some space to breathe maybe she'd talk when she was ready.

"Well studying isn't really my thing" he backpedalled, "But we can give it a go."

He reached for the Transfiguration text book and flicked to the page concerning vanishing. "So, this vanishing business isn't all that hard, just takes a great deal of concentration" he said, passing her the textbook and picking up the parchment. "My guess is you're having more trouble with the latter, as you've always been pretty stellar at Transfiguration."

"I've always had to concentrate really hard on Transfiguration" she admitted quietly, glancing up at him from under her eyelashes. "I can write a Charms essay without really thinking about it."

"Well you're lucky to have me at your disposal then" he grinned, leaning across her to point at a line in the textbook, "We'll start here."

She smiled slightly and didn't flinch when he leaned across her, explaining the complicated wand movement required for the vanishing charm. She didn't interrupt him or scorn at the way he spoke to her, she simply listened with rapt attention and big green eyes.

He had to concentrate on not letting himself be distracted by those big, soft eyes or the fact the Lily Evans' warm body was just inches from his, sitting on his bed. How many times had he fantasised about this phenomenon?

He tried not to think about that either.

After fifteen minutes of the session her shoulders had relaxed and she let out a breath he hadn't realised she had been holding. He hadn't noticed how tense she'd been, but he was glad she was slowly becoming more comfortable around him.

After a half hour she had successfully managed to vanish a hamster that James had stolen from Professor McGonagall's store room. She was so happy she squealed in delight and threw her arms around James shoulders in an apparently unconscious action. "Thank you so much, James!" she gushed, "I've never been able to vanish so much as a beetle leg before."

James wanted to laugh and congratulate her, but he was too busy reeling over her use of his given name. She had never called him James before, as far as he could remember. A warm feeling rose through his stomach and rested on his chest.

"I'm James now, am I?" he teased softly, breathing into her red hair.

She moved back slowly and looked into his eyes, "Only when you're being nice, Potter" she grinned.

"Listen, Lily-" he started, wanting to tell her that she could talk to him whenever she wanted about whatever she wanted. He just wanted her to know that he was there for her, whenever she needed him to be.

He was interrupted however by the sound of the dormitory door being forced open, and he rolled his eyes as Sirius pulled the curtains of his bed apart and stuck his head into their sanctuary. "Well well" he said, sounding triumphant. "What do we have here?"

"A cosy little get together?" Remus' head popped up behind Sirius' as the latter clambered onto the bed and made himself comfortable, Remus followed suit squishing them all up together so that Sirius was forced to drag Lily up against the headboard. He slung an arm over her shoulder as though it was the most causal thing in the world and James felt a spike of envy surge through him when he saw her lean against Sirius' chest.

He was momentarily distracted by Remus calling, "Get in here, Wormtail!"

Peter was sat on the edge of the bed next to them, clearing debating whether or not he would be welcome to squeeze in with them. James reached out to grab hold of his wrist and yanked him into the confined space, with that Remus pulled the curtains back around them and they were in semi-darkness once more.

"Well, isn't this cosy" Sirius smiled happily, pulling Lily closer against him.

"I brought refreshments" Remus confessed, pulling several pasties and cakes out of his bag. "I noticed both of you skipped dinner."

"Not that we ever dreamed we'd find the two of you together" Sirius put in, reaching for a pasty and forcing it into Lily's hand. She glared at him but took a nibble from the pastry, which James considered to be progress.

"See Evans, told you it was a master stroke coming up here" he winked at her, grabbing a pastry for himself and shoving half into his mouth. "We wanted some peace and quiet" James said, glowing at Sirius who was watching Lily slowly take another bite of her food.

"No such luck there, mate" Sirius said, not even bothering to try and sound apologetic. "Wormtail needs help with his Herbology homework and I spent all afternoon reading his Charms essay."

"Not to mention I have prefect duty later and I've been babysitting Padfoot all day" Remus put in.

"I can cover your rounds, Remus" a soft voice piped up.

They all looked up to watch Lily voluntarily reaching for a cake. Of course this was typical Lily Evans behaviour, even when in a moment of personal crisis she was willing to lend a helping hand to a friend. Well, not this time, James was determined that she be the one to receive the helping hand this time.

"Nah don't worry, Evans" James said casually, "He's been partnered with Emeline Vance, isn't that right Moony?"

Sirius grinned as the tips of Remus' ears turned pink, "Any excuse to be alone with Emeline" he teased.

"Shove off" Remus muttered.

"You never said you had a crush on Emeline Vance!" Lily sounded scandalised as she licked the icing off the top of her cake.

Remus mumbled something about 'not having any chance' before burying his now very red face into the Transfiguration text book.

James expected Sirius to come back with some derivative comment that would no doubt dissolve into further disagreement, before Lily told Sirius he was a berk and Remus that he just hadn't found the right girl yet. What did happen next however, James did not expect. Lily snorted, "Please Remus, you're one of the most fanciable boys in this school."

What happened next was instantaneous and probably completely expected. Remus dropped his book on the bed and looked at Lily as though she'd grown a second head, Sirius' arm snapped back from around her so fast you'd have thought he'd been bitten and James whipped around to look at her so fast he topped off the edge of the bed and out of sight.

"Ginge!" he heard Sirius admonish her as he stood up and climbed back under the curtain, "It is well known that I am the most fanciable boy in this school."

"In this bed maybe" Peter muttered, earning him a glare from everyone else.

Lily simply laughed, "Please Snuffles, no girl wants a boyfriend with hair shinier than hers."

James and Remus both laughed at this.

"Most girls aren't with me for my hair" Sirius leered.

Lily rolled her eyes. She was one of the only girls in the school for which Sirius' charms seemed to have no effect. Something James was thankful for every single day.

"You're not gonna break my heart are you, Evans?" James tried his best to sound as though he was joking but his heart was just a little too close to his throat. "You don't really think Remus is more fanciable than me?"

"You lot don't think I'm massaging any of your egos by telling you how fanciable you are, do you?" she sounded doubtful.

"Come on, Lil" Remus rolled his eyes, "I look like a corpse one week of every month."

"Remus Lupin, you are one of the sweetest, most kind and compassionate people I have ever met" she sounded almost angry as she addressed him, "You have a big heart, gorgeous golden eyes and to be honest I've always wanted to know what you look like without a shirt" she teased, "Any girl would be lucky to have you."

Time seemed to stop for a moment as Remus flushed red and James heart stopped in his chest.

Then Sirius broke the tension, "Yeah, but I'm still the fit one, right?" he clarified.

They all burst into a fit of laughter that lasted until they were breathless and their stomachs ached.

Lily sighed, she was lying on the bed and her red hair fanned around her head, "I feel sort of normal when I'm with you four" she admitted quietly.

Sirius wrinkled his nose in mock disgust, "Well we'll have to do something about that, Ginge" he mocked, still slightly breathless from laughing. "No one wants to be normal."