The first time Lily noticed 'the look', she knew she was in trouble. She was sitting next to James Potter in Potions, minding her own business and trying to keep up with Slughorn, when she felt his eyes on her. She turned ever so slightly, and there it was.

The look.

Damn that look. Her last boyfriend, Damien, had looked at her that way. That had been different though, because she was dating him. They were together, and they'd been in love. For awhile, anyway. And James had stood by patiently, which surprised Lily. Admittedly they were friends now, but she still hadn't expected him to be so … well … nice. Damien hadn't seemed to expect it either. He looked like he was going to die of shock when James sat down next to him and started chatting. Lily was fairly certain he'd expected James to try to hex him into the next week, not try to be his friend. Even she'd been suspicious at first. But James seemed sincere, and eventually she got used to the boy who used to proclaim his love for her every day keeping a respectful distance from her relationship.

That wasn't really the point, though. The point was that she and Damien were over now, and James Potter was giving her the look.

When she noticed it in Potions, Lily decided to ignore it. Maybe he was daydreaming. Maybe his mind was a million miles away and his eyes had just decided to focus on her. Maybe it wasn't anything.

The second time it happened, she knew it was something.

They were studying in the library together, the last rays of sunlight disappearing into the trees. Lily was trying to explain the finer points of Arithmancy to James, but had the distinct feeling that he wasn't listening.

"James," she said, looking up from their notes, "Do you get what I'm saying?"

And there it was again. The look. Impossible to ignore this time. He was looking at her like she was the only girl in the world. Like she was special. Like he loved her.

Lily felt her stomach drop to her feet.

"Don't look at me like that," she said, feeling color rise to her cheeks as she turned back to their books.

"Like what?"

"Like you just were."

"Why not?"

"Because, it …" Lily trailed off, entirely unsure of what to say. Because it made her feel nervous? Because it made her feel like she meant the world to him? Because it made her feel …. Well, because it made her feel.

"Just, just don't. That's all," she finished lamely.

"Does it make you uncomfortable?" James asked quietly. Lily could swear he just got a little bit closer.

"Not uncomfortable, per say," she said, "It's just that we're friends, James. And friends shouldn't look at each other like that."

Even as she said the words, Lily knew she didn't really mean them. Because in spite of herself, she liked being looked at that way by James. She liked the way his face lit up when he saw her. She liked that he always hugged her for a second too long. It was just that all of those things were easier to ignore when he wasn't looking at her like he had never stopped loving her.

"Well," James said, pulling Lily away from her thoughts, "I guess I can always look at you some other way. Like this – " He made an absurd face, and Lily laughed.

"That's not quite what I had in mind, but I could learn to live with it."

"I'd rather you just learn to live with the way I look at you now. It's not so bad, you know."

"It's no that it's bad at all," Lily said, glancing over at him, "It's wonderful, really. Which is the problem."

James shook his head ruefully, "I don't understand you. You like it, but liking it is a problem?"

"Yes," Lily replied, "Yes. It is. Because we're friends. Just friends. And we're sort of at a great place right now, and when you look at me like that, I want to be more than just your friend. And that's … I don't know what that is."

"What are you so afraid of?"

Lily sighed. She'd asked herself that question a hundred times. What would be so bad about letting James Potter win her over? The answer, she discovered, was simple enough. James had spent years trying to get her to go out with him – what if it was all just a game? What if, once he finally had her, he didn't want her anymore?

For a moment she considered lying. But she looked at the face of the boy next to her and realized that she couldn't. She had to tell him the real reason.

"I'm afraid that once you have me, you won't want me anymore," she said quietly.

"Lily," James said, gently turning her face toward his, "I'll always want you. Always. This isn't a game to me. It was when we were kids, but it's different now. It's been different ever since the first time something I said made you smile, and I realized that all I wanted to do was make you smile again."

"James, I-"

"Let me kiss you, Lily."

Her eyes widened, "Kiss me?"

"Yes. Please. I promise you won't regret it."

Lily wasn't afraid she would regret it. She was afraid of everything that would change if she said yes. Because then she couldn't deny what she'd been fighting ever since she and James had become friends. She couldn't ignore her feelings, or his. There would be no going back.

She looked around them. The library was empty. She was running out of reasons why she shouldn't be with the boy who looked at her like he loved her.

"Okay," she whispered.

And James Potter kissed Lily Evans.

A/N: Reviews are wonderful!