A/N: Sorry took so long updating. I would have this weekend but my internet wasn't working, something about a volcano north of here. I think? Anyways, I would like to hear more from you guys, please review! Thanks.

Also, I love my editor. (You are amazing, love! I will be sending you the next one; sorry I missed you this time around. You know my internet still isn't working)

Lily's heart pounded fiercely as they snuck through the castle. The thought of getting caught kept her adrenaline running, mostly because she kept thinking they would get caught. 'Who, in their right minds, would walk the corridors at this time of night, out in the open?' she thought to herself. 'Right, well, it is the Marauders we are talking about.' Not paying attention to where she was walking, Lily stumbled on the back of Effie's feet.

"Whatchit!" Effie muttered, smirking at her.

"Nervous much, Evans? James drawled at her.

"You wish Potter." Lily retorted, just a little too loudly, and James's hand was fast on her mouth.

"Shh. What are you trying to do Lily, get us caught?" He chuckled quietly at her as she huffed and jerked his hand off of her mouth.

"Will you guys stop fooling around?" Remus asked.

And so they continued, moving through the dim corridors, down the stairs, and to the dungeons, ignoring the outraged portraits they passed. Some of them saying things like 'I daresay! Students out of bed at such an hour…' and 'we are trying to sleep here…' Though, none of this calmed Lily in the least. If anything, it made it worse as she kept glancing at them apologetically.

"It will be fine." An annoyingly soothing voice whispered behind her, into her ear. "We are almost there."

Lily rolled her eyes. 'How like Potter.' She thought.

They had reached the great hall when they turned. Still following behind Effie, the group walked through a doorway began their descent to the dungeons.

The concrete wall created an eerie feeling; it was dingy, cold and drab. The windows down here were small, very high up on the walls, and barred. Lily felt clammy, half with anticipation, half from the atmosphere. She would not have been surprised to see a rat scampering from post to post. As they neared a corner turn, Remus stopped and turned towards them.

"Okay. It's clear." He said, checking the map one more time. "Alright, James you take Lily and head for the Slytherin common room. Sirius, Effie, the boys and girls loo's respectively; and Peter and I will be taking on the boy's dormitory. You all know what to do." With that, they took towards the entry, muttering the password Sirius had acquired from a 5th year girl, by means that nobody would have been too surprised to have heard.

Entering the Slytherin quarters, they split up, leaving Lily and James in the common room. "Alright, Lily, you take a few dung bombs and put them under the sofa cushions. I will transform a few things in the room really quick."

"Oh yes, because I must be completely incapable of doing anything other that placing a few measly dung bombs under the sofa. Right, Potter, you are such a womanizing…" Lily started on him, and was quickly interrupted.

"Fine! Do what you want them. I was merely suggesting." Instead of arguing with him more, she set the dung bombs in place, carefully setting the cushions back in place. After a moments though, she decided to charm a few things. "First things first," she muttered, flicking her wand at the coffee table. "Respuo Cunctus." She snickered at the mental image of things repelling off of the coffee table. She giggled inwardly. Looking for some other thing clever to spell, she caught saw a movement in the corner of her eyes, coming into the common room. Her heart raced, and her stomach dropped. "James!" she whispered.

"What?" he replied.

"James, someone is coming!" Sounding frantic she started towards him, on the other side of the room.

"Lily?" Someone asked… someone, with an all too familiar voice. She stopped in her tracks, squinching her eyes shut tightly, and willed herself to turn around and face him.

"Severus, I…" She began.

"Hmmph. Save it. I thought you were better than them Lily." He snarled at her, "but you're the same. You are a Gryffindor, and I should have known this would happen."

"That's not true!" Lily tried to justify.

"Really, isn't it though? If it weren't, why would you be here now? Not visiting me, no. It is true Lily. Face it."

Lily's shoulders dropped and she turned, defeated. James looked at her with an apologetic look. Sure, he didn't know what she saw in him, but he didn't like to see her down either. She glared at him and kept walking. James sighed and gave Severus a withering look. As Lily exited, he growled at Severus. "You just had to hurt her didn't you?" Severus raised his wand, ready to attack James.

"I wouldn't do that Snape." A voice said. Remus descended the stairs from the dormitory, Peter in tow.

Severus huffed, clearly irate. He didn't want to back away, but he knew that if he didn't it would be more trouble for him; even if they were on his territory. "Bloody Gryffindors." He muttered underneath his breath, and backed away, edging around Remus and Peter, disappearing up the stairs.

"We'd better get out of here now." Remus said, as Sirius and Effie joined them. "No doubt Snape's going to tell his cronies we're here."

"Where's Lily?" Effie asked, looking around.

"She left already." James answered as they left the common room.

"Why'd she leave?" Sirius wondered.

"Snape."

"Oh… that's not good is it?" Sirius said, half wittedly.

"Not if you want Lily to like you it isn't." Effie joked, much to James expense. He gave her an un-amused look.

"Or not… just throwing that out there." Sirius laughed, and in turn got a look to himself from Effie. Once again feeling included Sirius skipped his way through the corridors, that was, before he ran straight into Professor McGonagall. He sheepishly looked at her, and then behind him. It was just as he thought, they had all but disappeared. He snorted at his luck. "Let me guess, I have detention for a week?"

"You guess right Mr. Black." She chided him. "Now get back to your dormitory, and try to stay there for the night."

"Will do Minne!" He answered her, and galloped off; leaving a disgruntled professor behind him.

Upon entering the Head dormitory, James saw Lily, curled up in a ball on the settee. He wasn't any bit surprised; it had taken him forever to get back, once Sirius had been caught. Apparently McGonagall thought that there would be more of them out, and had sent Filtch out scouting. He sighed inwardly, knowing it would probably be a while before Lily would even look at him as much as talk to him again. She moaned lightly in her sleep, and turned over. James heart jumped, and he watched her. There was nobody that James could think of that was more attractive than Lily. Everything about her made him love her that much more. He crossed the room and knelt beside her sleeping form. She was so beautiful. He made to touch her face, lightly brushing his fingertips over her cheek. "I'm sorry Lily." He whispered into her ear, and brushed her lips with his own. Lily stirred, only slightly, and continued sleeping.

Morning came too soon, and Lily dreaded the Great Hall even more today, than she did as a first year. She was hoping to avoid Severus at all costs. She knew what she did went against everything their friendship was based on, and that there were no excuses for it. On the other hand, she wanted to take it out on James, but she knew that was wrong as well. It seemed she had nothing in her favor either way. As she was about to leave, James came into the common room.

"Good morning James." She said to him, cordially.

James rubbed his eyes sleepily, and stopped. He smiled broadly; very glad she was not disagreeable this morning. "Good morning."

Lily made to leave, but James stopped her, "Do you want to walk down to breakfast with me?" He asked her, hopeful.

"Uh, er, sure James." She stumbled on her words, slightly dumbfounded she was saying yes, and yet, she was.

"Fantastic!" James replied excitedly. "Just hold on two seconds, I've got to get dressed." Lily watched him run up the stairs and shook her head. Maybe she might really like him after all, not that she never had, just, it seemed that every time she thought she did, he would do something stupid and she would be angry at him all over again. She ran her fingers over her lips in thought, knowing full well that James had almost kissed her the previous night.

As they walked in the Great Hall, James couldn't believe his luck this morning, and apparently neither could the entire school. He didn't care though; he was just pleased to be walking next to Lily.

Lily on the other hand, hadn't missed the looks she was getting. Feeling flustered, she looked up at James, who smiled back down at her. It didn't help much, instead of worrying about the looks, she began to feel light headed and her stomach had butterflies. 'Oh Merlin, what's wrong with me?' She thought to herself. James caught on to her uneasiness, and grabbed her hand with his, leading her to the Gryffindor table.

As they sat down, Lily looked at her friends' looks of astonishment. Everyone that is, but Effie. Who, coincidentally, was the only on who had known for quite some time of Lily's true feelings towards James. Lily ate anxiously, and felt every look that was directed her way. Seeing her look so vulnerable, James patted her leg comfortingly, making her blush profusely. He just chuckled, while Lily pursed her lips at him.

After that, he walked her every where. To class, to the Great Hall, to the dorm, he walked with her during patrols, and even walked her too the loo. Lily wasn't sure how she felt about this, although, she did enjoy his company very much. Every time they were together, they talked incessantly. They talked about everything from quidditch to books they had read. It was an amazing turn around for the two. At first, everyone was shocked to see the two of them so friendly, but as the weeks passed, it became normal, and nobody took a second look anymore.

James was never happier in his life, and he wondered what made Lily change her mind. One day he gathered his courage and asked her.

"Lily."

"Yes James?" She asked, looking up from the book she was reading, as she was sprawled out on their common room floor in front of the fireplace. She noticed he was rather pale.

"Well, I was just wondering…" he said, trailing off.

"Yes?" Lily prompted him, quite curious to know what was on his mind.

"Why did you let me walk you to breakfast that day, what changed?"

Now it was Lily's turn to blanch. "Oh." She said softly. "Um, I just did, that's all."

James knew that wasn't the truth, but he didn't press the matter, he had other things on his mind.

"Lily?"

"What James?" Lily asked, loosing patience, as she was trying to read, even if she had read this book five times.

"Err, will you be my girlfriend?" He asked her, coming to kneel in front of her. She sat up, and looked at him, processing his question.

'Oh, what the hell.' She thought. "Yes, I will."

James grabbed Lily and pulled her into a tight hug. She giggled at his affection, and he released her, smiling at her with a mischievous look on his face. As she was about to ask him what he was on about, when he closed the space between them, and his mouth was on hers. She was shocked, and delighted at the same time. He parted her lips with his, and her heart raced. He grabbed her and pulled her close to him as he slipped his tongue into her mouth. Lily gave in, succumbed to him and kissed him back with fervor. Her hands reached up around his neck, and she pulled herself even closer, deepening the kiss. James pulled back, and took her hand as he got up, leading her to the settee. Lily followed tentatively.

As much as she liked where this was going, Lily was scared. She had never even kissed a guy until now. James lowered her to the sofa gently, and lay next to her, leaning over her slightly, and picked up where they left off, kissing her mouth once again. Lily grabbed his neck, and ran her hands through is messy hair while she moved her body against his. She didn't know what was happening; only that she felt such strong urges that she couldn't control. James held fast to her side and tried not to groan as her hips move against him. He broke the kiss after a few minutes looked down at her, his eyes drunk with lust. She looked back at him, sweetly, vulnerably.

"James?" She breathed heavily, her heart pounding, and body humming.

"Yes?" He replied huskily.

"Kiss me again?"