DISCLAIMER: Anything you recognize isn't mine besides I am a poor college student who owns nothing so suing me would be pointless.

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Lily stood in shocked stillness even after Sirius was out of sight. He had definitely just threatened her. Shivers of fear raced across her skin as she remembered the brutal sincerity in his eyes when he said he had no problem hurting her. Black had always made her uncomfortable but he had never scared her before. Lily jumped about a foot in the air and let out a very undignified scream when a hand came down on her shoulder. Acting out of instinct Lily spun around and hit her assailant in the throat.

James chocked as Lily's fist connected with the soft unprotected skin of his throat. "What the hell?" He rasped out between coughs.

Lily's hands were at his neck before she realized what she was doing. "Oh Merlin, I'm so sorry. I didn't mean to hit you, actually I did, well not you per se, but I didn't mean to hit you in the throat it's just that I was all weird because Black threatened me and…"

Rambling was one of Lily's most endearing traits to James. She would start to ramble whenever she was nervous or excited. As Lily continued to rush through her explanation James' grin got wider until he heard her mention Sirius. "Wait, my Black? Sirius Black threatened you?

Lily, still suffering from her run in with Sirius, spilled to James. "Yeah, he forced his way into patrolling with me and then he starts talking about how I'm a horrible person and that he will hurt me if I don't-" Lily suddenly cut off as she realized that she was talking to James.

James stared at her intently waiting for her to finish. "Well…"

"Nothing"

"No finish what you were saying. What did Sirius say?"

Lily just shook her head whipping her red curls around. Her eyes widened as James went to reach for her. "No. It's not important. I can deal with it myself." Lily rushed away down the hall. "I need to be getting back to patrolling."

"Lily wait." James raced to catch up to her. "Whatever he said I'm sure he didn't mean it."

Lily dismissively waved her hand. "Of course. You just found me while I was still flustered." Lily composed herself and then leveled a not quite sincere glare at James before continuing on with her patrol.

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James climbed the stairs to the boys' dorm in a furious rage. He burst into the room to find Sirius sitting on Remus' bed with a groggy Remus. "What did you say to Lily, Sirius?" James asked through clenched teeth in a controlled voice

Even from his position at the door James saw Sirius' eyes widen, a clear sign of his guilt. James saw Remus rub his sore limbs adding, "Yeah and while you're sharing why don't you explain to me why I just spent an hour and a half under a full body bind."

James and Remus both stared at Sirius waiting. "Ok. It's not as bad as it sounds. I just had to have a talk with her-"

James angrily cut in. "You mean threaten her. She looked terrified."

"Good!" Sirius got off the bed and stood in front of James. "Someone needed to talk to her. You wouldn't believe some of the shite she believes."

By now James and Sirius were face to face shouting at each other. "She thinks your going to kill her or something. I swear to Merlin you are the worst friend anyone could have. How am I supposed to get her to date me, let alone like me, if she thinks that my best friend and I are psychos who want to maim her?"

Sirius' eyes completely iced over when James called him the worst friend he had, but James was too angry to care. "She's never going to get together with you, you unbearable twat. She hates you. She thinks you're as bad as Malfoy, James." Sirius looked James up and down with disgust before he spat out, "Have some self respect and get over her: she'll date Snape long before she even considers dating you."

James stormed out of the room before Sirius could say anything else. "I don't need this shite," He said as he slammed the door shut. He wouldn't let on to anyone, especially Sirius, that the fact that Lily thought he was just like the Slytherins really hurt him. Sure he picked on her a lot and made jokes at her expense, but he was never cruel.

Just as James was about to exit the common room Lily entered, "Move."

Lily looked up at James in surprise at being addressed so harshly. She crossed her arms and said, "Why don't you learn some manners, Potter. I thought coming from your background you would at least know how to say 'please'."

James had finally had enough the anger and guilt he felt from his fight with Sirius, the pain of Lily thinking he was cruel, and now more hostility being directed his way made him snap. He put on his most pompous expression and sneered down at her. "We reserve the use of manners for those that deserve them."

Lily's hand connected solidly with the side of James' face. James had never been this dismissive and demeaning to anyone. "What the hell is the matter with you, Potter? This isn't like you."

"How do you know what I'm like? I thought I was just as bad as Malfoy to you?"

Lily gasped. She had never intended James to hear that. "I-I didn't mean that." James tried to push past her and out of the portrait hole, but she stopped him. Out of the corner of her eye she saw a furious Sirius making his way down the stairs. Under her breathe she said, "I wish Black hadn't told you that."

James let out a self-deprecating laugh. "Because you don't want to have to put up with me?"

Lily shook her head, eyes wide, "No, because I didn't mean it." The tension in James still didn't leave. Lily could feel his muscles flex under her fingers and she saw the slight tick in his jaw. She then looked over to the darkened boy's stairway where she could clearly see a brooding Sirius. She lowered her voice and asked, "James what happened with you and Sirius?"

James looked down at her when she said his name. He wasn't use to hearing it from her. His hand traced the curve of her round face and the delicate column of her neck. He had never seen her look at him with compassion before and he realized that she was only treating him this way because she felt guilty. She didn't actually care that he was hurting it was just that she had caused the hurt and she couldn't stand to hurt anyone. "Don't worry about it." James left without a backward glance leaving a very confused Lily and very observant Sirius in his wake.

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Once James exited the common room Sirius came fully down the stairs and headed for the portrait hole only to be intercepted by an angry red Lily. "How could you tell him what I told you? I thought you were his friend. You should have known how much that would have hurt him."

Sirius totally brushed past her murmuring, "You said it, sweetheart." As he turned around to close the portrait he saw the anguish written on Lily's face. She may try to hide it but Sirius knew for sure now that Lily had feelings for James. Sirius just needed someway to bring them out. Sirius headed off to the library to create his new plan of attack and let James cool off. Plan one had been a huge failure, but plan two would be better. It had to be, right?

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A/N: The third chapter is up! Yay. ::looks around and sees angry faces:: I'm sorry that everyone was fighting and mad this chapter, but there is a reason for it. I promise. Big big thanks to everyone who is reading my story and to RLD Flame-point Callie-co who gave me the inspiration for the "psychos" part. (In other words blame her for James and Sirius fighting. JK! She is totally innocent. Lol. Unfortunately my muse wanted fights and lots of them. We are all slaves to our muses.) As always I am going to ask that you press that pretty button right under this. ; )