Disclaimer: I own nothing here.

Chapter 3

Slowly, as time moved forward, so did change, and while he didn't have the old Lily Evans back he thought he saw glimpses of her sometimes.

She stopped avoiding the Great Hall at mealtimes, mostly because Sirius had taken it upon himself to follow her around with food demanding that she eat, because really it would be a tragedy to lose those fabulous curves. James had wanted to punch him, but it had worked. She didn't eat a lot, but she did join them at meal times. Sirius always sat beside her and she always laughed at his jokes. James found he didn't mind so much, with Sirius sat beside her he himself had an excuse to sit across from her and watch her laugh.

She didn't avoid him so much anymore either. He couldn't say she exactly sought out his company but she did smile at him when he passed her in the corridor and joined him in the common room when he was doing Transfiguration homework. Lily didn't talk much, and James found himself too tongue tied to speak, so often they worked in silence.

He didn't mind, he just liked being near her.

The best improvement however, occurred in Potions class. Under normal circumstances James loathed the lesson; he only chose to take it because he needed it to be an Auror. He hated the subject and everything about it, not just because he was rubbish at it.

That was until Lily Evans had taken the seat beside him in their first Potions class together after he had begun tutoring her in Transfiguration. She had smiled at him and said, "You want to be my partner?"

He was so shocked his answer had come out as a stammered, "Y-Yes."

At the beginning of the year Lily had chosen to partner Remus, usually she sat with Severus Snape but after everything that had occurred between them in fifth year he obviously was no longer an option. So as Peter hadn't qualified to take N.E.W.T. level Potions that left James to partner Sirius. Obviously the two boys hadn't complained about the swap, and when he'd turned to look at them sat behind him they'd both grinned and flashed him a thumbs up.

He could have kissed them.

Two whole hours a week alone with Lily Evans, sitting close enough to smell her hair.

That was the reason he found himself sitting in the dungeon classroom ten minutes before the lesson even started. Professor Slughorn hadn't even arrived yet and he was inwardly glad he hadn't told his friends where he was going. They were going to mock him for a month for this.

He might have cared, but then Lily Evans walked through the door and anything his friends put him through was worth it.

"You're early" she smiled, dumping her bag on the desktop and pulling up a stool beside him.

"Well, Potions is fast becoming one of my favourite classes."

Lily just laughed as she pulled out her textbooks, "Well you have a good teacher" she told him.

"Listen Lil" he paused as she looked up at him, green eyes all wide. "I'm really here because I wanted to talk to you."

Those green eyes tightened defensively, "What about?"

"Well, I have this theory" he started, and while she stared at him she didn't interrupt so he took that as an indication he should continue. "That we would make really good friends."

"Friends?" she clarified, raising an eyebrow.

"Well, you do like Remus and Sirius, don't you?" he pointed out. "They like you too, and they like me, and I like them, and I like you. So really Evans, it's a mathematical impossibility for you not to like me."

Lily snorted, "I never said I didn't like you, Potter" she pointed out.

"I believe the words, arrogant, bullying and toe-rag have been used to describe me many a time" he pointed out.

Lily rolled her eyes, "Well, I believe said arrogant, bullying toe-rag spilled frogspawn down my robes, called me frigid and turned my eyebrows blue for a week."

"You say that like it's a bad thing..." he muttered.

Lily laughed out loud and he let the sound wash over him like warm water. There really was nothing better than Lily Evans when she laughed, if it was up to him she would do it all the time.

"Come on Potter, you never made it easy on me" she pointed out, "I know you were having a laugh, and Snuffles pointed out on more than one occasion I needed to lighten up, but that stuff with Sev wasn't cool."

"Remus might have told me I tend to make a prat of myself around you."

"Smart boy."

"Look Lily, about what happened during O. -"

Lily held her hand up in front of him, "Let me stop you there" she said, "If anyone should apologise it should be me, I never meant to say all those things." She shook her head and looked towards the front of the classroom, "You just got me so wound up, Potter. The way you strutted around, asking me out and the way you treated Sev, it just didn't sit right with me."

"If I promise to leave him alone, could we try to be friends?"

Lily laughed and looked at him, her eyes hard as stones, "That's not likely to matter to me now, is it?"

"I want you to know I can be a good person, Lily."

She let out a long sigh, "Look Potter, I do like you" she told him, "Which is why I find it so difficult to be around you, do you think I enjoy turning you down all the time?"

James had to grin, "You get pretty creative in your answers."

"Then I have to see you looking like a kicked puppy" Lily shook her head and looked away from him, "With everything else, I can't deal with hurting you too."

James felt a pinch above his heart, after all this time he'd thought she hated him when really she cared enough to not want to hurt him. Just the thought had him doing cartwheels inside.

"I'm just asking to be friends, Lily" he tried again, "I won't ask you out again."

Lily looked at him with those shiny green eyes and pouty pink lips and he felt a little bad for lying. Only a little. "Okay, Potter" she agreed. "I'll be just friends with you."

James felt as though a balloon had exploded in his sternum and he grinned at her with such enthusiasm he was afraid he might scare her. Her answering smile was tentative but genuine, and he thought his ribs might crack.

Unfortunately the moment was ruined by none other than Severus Snape, who sauntered into the room and sneered at them before making his way to the bench at the furthest corner of the classroom. Lily acted as though she had not noticed her ex-best friend arriving, but her back was stiff and her jaw was set as she shoved her book bag under the table.

James would have tried to talk to her about it but Professor Slughorn chose that moment to make his appearance and distract her with a question about anti-venoms. As the rest of the class trickled in James had a moment to think about Severus Snape and Lily Evans.

He'd never really thought about it before, he hadn't really liked to think about how close Lily had been to the snivelling Slytherin. She'd obviously cared for him, Severus had been the main reason that she and James hadn't gotten along before now. It was a shame that she would have to lose a friendship to start a new one, and while James might be selfish when it came to Lily Evans, he knew that he would make a better friend to her than Severus Snape ever could.

Snape was far too attracted to the Dark Arts, and for a muggleborn like Lily that path was just plain dangerous. It was hard enough for her to walk through the corridors alone, with some many pureblood fanatics in attendance at the school, being close to one was bad for her health.

Putting the thought out of his mind he tried to concentrate on the lesson and Lily Evans when she turned to smile at him.

Severus Snape didn't cross his mind again until later that week when he found himself in the library searching for a book about Human Transfiguration.

James paused when he heard what sounded like a whispered argument at the far end of the book shelves. Usually he would have left the unsuspecting couple to their argument but he heard a name he recognised.

"Lily, I just want to talk to you" a pleading voice that sounded a lot like Severus Snape said.

"I don't have anything to say to you" Lily Evans hissed back, her voice laced with venom.

"You don't have to talk, just listen."

"Oh, is that all you want, Sev?" Lily asked, her voice heavy with sarcasm. "With blood as unworthy as mine I should have known, would you like me to kneel down too? Do you need me to call you Severus the mighty pureblood or am I too unworthy to use your name too?"

James had to bite back a laugh. God he loved how sarcastic she was. He might have been upset that she was using her witty prowess on somebody other than him but he was just so glad she hadn't lost her sense of humour entirely.

"Don't be like that, Lil."

"Like what?" she demanded in whispers.

"I'm just trying to apologise for what I said to you before the summer, you know I didn't mean it" he hissed back to her, "You ignored all of my letters."

"I had more important things to worry about."

"Like what, hanging all over your new friend Potter?"

James didn't need the deafening silence that followed to know Lily was cutting Snape with her killer glare. Having been on the receiving end of that glare on more than one occasion he almost felt sorry for the boy.

Almost.

"My parents died this summer, Sev" she told him, her voice cold, "Do you want to know how?"

"Lil-"

"Gas explosion" she told him, "The police told us it was a freak accident, we all know what that's code for."

"Please-"

"You shouldn't be surprised though should you?" Lily hissed, her voice laced with irony. "I suppose you'll be out there following his orders soon enough."

"That's what I want to talk to you about" Severus said hurriedly before he could be interrupted again, "I can protect you."

"Can you protect me from yourself?"

Snape reeled as though she had slapped him in the face and his next word had serious bite, "You have no idea what's out there, silly girl" he jeered, his voice so quiet James had to take a step closer to listen, "I can keep you safe in ways other people couldn't imagine."

"Everything okay, Evans?" James asked, choosing that moment to step from behind the bookcase and eyeing Severus distastefully. He wouldn't do anything to him in front of Lily, because he had promised not to, but that didn't mean he didn't want to. Seeing how close he stood to her made James' blood boil.

Seeming to sense this Lily took a step back, "It's fine, Potter" she said, never taking her eyes away from Severus.

"We were just talking, Potter" Severus spat, his black eyes locked on Lily's green ones. "This conversation doesn't concern you."

"Sirius is starting a pre-match truth or dare competition in the common room" James said conversationally, addressing Lily and ignoring Severus in fear of saying something rude. "He was wondering where you'd got to."

"We're not interested in that blood traitor-" Severus started.

"We're about done" Lily said sadly, her eyes still locked on to Severus. "Sev was just leaving."

Snape's black eyes cut into her, James couldn't tell which emotion was stronger; the anger because she had refused to listen to him, the hurt because she was dismissing him so quickly or the shock that she was choosing James Potter's company over his own. Anger seemed to win out in the end as he turned back to her and hissed, "Remember what I said, Lily" before sweeping past both of them and disappearing behind the book shelves.

Lily let out a breath and crumpled against the bookshelf.

"Want me to walk you back to the common room?" he asked softly.

She nodded and made a move to follow him but her green eyes remained fixed to the floor. He allowed her to lapse into silence until they'd left the library and then he asked, "Are you okay, Lily?"

"Of course" she said sadly, her arms wrapped around herself as though she was cold. "I've heard it all before in his letters, what Sev does rarely surprises me these days."

"I'm sorry about what happened" he said softly, reaching out to touch her before thinking better of it and retracting his hand, "And I'm sorry about your parents."

"Thank you" she said quietly.

"I know you're not ready to talk about it, but I lost my dad when I was thirteen" he told her, "So when you are, you can talk to me, if you like."

She paused in front of the portrait hole and looked up at him, her green eyes swimming with sadness and gratitude, "That's really nice, thank you James."

He just smiled in return and said, "Pigsnout."

The portrait hole swung open and he allowed her to step through first. He spotted his three friends on the armchairs by the fire, where he had left them, Sirius was gesturing with his hands.

"I dare you" he pointed at Remus, "To kiss the prettiest girl in the room." Sirius sat back haughtily and smirked at them all, "And notice how I charitably said girl and not person, because let's face it" he shrugged, "I'd smoke the lot of them."

Lily snorted and dropped herself into armchair beside Sirius, "I love you" she told him, shaking her head through laughter, "You crazy, arrogant, fool."

Sirius grinned and hugged her, "That's nice Ginge" he said, pulling an apologetic face at James from over the top of her head as he took a seat beside Remus.

"I got you a drink" Remus told him, passing him a steaming mug of hot chocolate, "I'm sorry I didn't know you were bringing a guest."

"That's alright" James shrugged, placing the mug on the table, "Evans can have mine."

Lily looked at him with those wide, green eyes, "Oh no, James, it's yours-"

"We could share?" he suggested, interrupting her stuttering.

"Okay" she said quietly, her green eyes shining in the light of the fire. She carefully detangled herself from Sirius and moved to sit on the arm of James' chair. She was so close his arm brushed against her thigh when he moved and he constantly had to remind himself to breathe.

"Right" Sirius sat up and clapped his hands together as though there had been no interruption, "As the prettiest girl in the room has arrived, time to get on with it" he gestured towards Lily, "Off you go, Moony."

Remus' eyes were wide as saucers and it took James a moment to realise what Sirius was getting at, as soon as he did he choked on his hot chocolate and sprayed half of it over a very shocked Sirius. As he choked and tried to get his breath back he ignored Remus' stammering's and Sirius' death threats, all he could hear was Lily Evan's beautiful laugh as she wiped the tears from her face and shook her head at the four crazy boys sat around her.