Hey! Hope this one makes up for the very short chapter before and the long wait I'm going to start writing up the next chapter now whilst it's flowing and I hope you all enjoy this one!

Disclaimer! The characters and everything you recognise is probably not mine (this is the last disclaimer I'm going to do 'cause it's fairly obvious this stuff ain't mine!)


"No, James. I'm not kidding you." I replied feeling kind of ashamed of myself, I felt like one of those people who never have fun.

"Well, then I definitely need to show you this!" He said grabbing my hand and leading me towards the till at the back of the crowded room. "Zonk; put these behind the counter for me? I'm showing Lil The Basement."

"Sure James but I hope she's not just going down there to steal my ideas!" who I could only assume was Zonko himself shouted to him over the noise as James led me past the counter towards a darkened doorway.

"Trust me Zonk; she wouldn't know how to work half this stuff let alone how to recreate it!" James shouted jovially back before leading me through the doorway. "Watch your step Lil, it's a little uneven."

He was leading me down a spiral staircase and was a step ahead of me half turned to face me still holding the hand he'd grabbed to pull me through the store we were nearly at the bottom when my foot slipped I nearly fell but he caught me and pulled me into his body to steady us both, suddenly I realised how close our bodies really were in this small space, our eyes connected and in the dimly lit stairway it seemed like we were in our own little world. James smelt amazing, a musky woody smell, I think it's partly to do with his animnagus I had only ever seen it once and it's stunning. James was stood there looking completely stunned at our proximity to notice much else then all of a sudden I heard Sirius' voice ring through the hallway.

"James! 's that you?" we both jumped and James' hand jumped to his hair to tousle it more than it already was, I remembered how this used to annoy me, now I can't help but wonder what his hand would feel like running through my hair, I mentally shook myself and jumped back, well as much as possible in the small space, when I heard footsteps approaching to the bottom of the stairs and saw a shadow block the light, James was still staring at me and seemed a little disappointed by the distance I'd put between us but Sirius was here and I didn't have the nerve to do anything that might be intercepted by Sirius. My Gryffindor courage shining through I started walking down the stairs.

"Are you coming James?" I said with a look over my shoulder, I smirked at the shocked look on his face and I winked at him, I nearly burst out laughing at the look on his face at that but I had business to attend to. "Sirius Orion Black, Is that you!" I called down the stairs as I turned the final bit of the bend.

"Oh, Uh, Lil, please don't kill me! I'll be back in time for my detention!" He said slowly backing away as I came into view.

"Seriously, you guys are so gullible!" I replied laughing

"What?" Sirius asked looking at me quizzically, he then looked beyond me and I assumed James had joined us, "Prongs, what have you done to our usually so rules-are-made-to-be-kept head girl?"

"I haven't done anything Padfoot, she's been like it all day" he replied as he shrugged his shoulders and shook his head at me

"Hey, guys, I am still here you know!" I exclaimed as they both were acting as if I wasn't. "Anyway, Sirius, how'd you get out of the school, I thought you weren't supposed to leave the school until your detention?"

"Eh? Oh, um, I..." He said stumbling over his excuses "I changed into my animnagus, obviously!" he said a little too quickly like he'd made up his mind on the spot, I saw the look he and James shared but decided to let it drop.

"Ah cool, so what are we doing down in the basement of Zonko's?" I asked looking at each of them.

"Okay, so I know you don't like how the objects of this shop are used and that but I thought you'd appreciate this part of the shop" James said gesturing to the room, I finally took the time to look around and, for a basement, looked really nice. The stone walls had candle sconces placed frequently around the walls and were burning brightly there was a large fireplace surrounded by a threadbare, over stuffed sofa and a couple of deep green beanbags. Then the rest of the walls had shelves, work benches and locked cabinets.

"Welcome, Lilyflower," Sirius said with a wink knowing how I hated that name "To Zonko's secret workings!" he finished with a flourish and a bow that reminded me of the waiters in the old movies that were a guilty pleasure of mine.

"Sirius, if you want to get anywhere with any girl ever again, don't call me Lilyflower." I said with a sweet smile on my face although I knew he could hear the only slimly veiled threat

"Aww c'mon Lil, don't be like that." He replied draping his arm over my shoulder "We're in the greatest room in the whole of Hogsmeade!"

"I would happily disagree with you on the greatest room part Sirius." I replied as I smoothly ducked out from under his arm

"Where would you say is better Lil?" James said placing his arm where Sirius' had just been.

"Well, maybe I'll show you later." I said turning my face towards his and smirking and giving him a little wink, "want to show me around?"

"Uh, yeah, sure." He said a little dazed and again I had to cough to hide my giggle. I looked around to see Sirius on my other side who looked like hell had just frozen over.

After that James showed me around what they'd christened 'The Basement' as much as I didn't shop at Zonko's or appreciate many of the students who did when James showed me around I couldn't help but be slightly awed by the complexity of some of the magic Zonko used for his work, before I realised it was half past eleven and Sirius was still here and his detention was at quarter to twelve.

"Sirius, you best be heading back if you're going to be in time for your detention." I said to him suddenly looking up from my watch, we'd settled by the fire, James and I on the sofa, which was actually a lot comfier than it looked, and Sirius on one of the bean bags.

"Ahh Merlin! That means I've got to run!" He exclaimed and jumped up from the chair, went behind the sofa and the next thing I see is the big black dog the size of a small wolf with deep brown eyes that would seem too intelligent for an animal to anyone not in the know. It winked at us and ran up the stairs.

"James, surely people would be confused about the massive black dog walking through the shop?" I asked looking at him as he lounged next to me on the sofa we'd settled on.

"Lil, the only adult who know about the whole animnagus is Zonk, he was the one that oversaw it all to make sure nothing went wrong." I was shocked when he cut me off by putting a singular finger over my mouth and saying "he knew that we were going to do it anyway and weren't too worried about being caught 'cause all it would mean is that's that. Anyway, he'll go through and open the back door for Sirius."

"I suppose having an adult in the know that you were becoming animagi must've been Remus's idea?" I asked as I snuggled into the sofa slipping closer to James

"Yeah, he did. Sirius cam up with telling Zonk, his reason was that he is the only adult who allows rule breaking!" He said with a flourish "Where do you want to go next then Lil?"

"I want to go to Honeydukes, my sweet stash is getting low" I say after a pause to think about it.

"Then to Honeydukes we go!" James responds and jumps up, reaching out a hand to me and pulls me up when I'm not expecting it, I fall into him and my face is inches from his. his musky smell mingling with the spearmint smell of his breath is all I can think about. Then suddenly his face is leaning towards me and I panic, I don't want this to happen now! I've not sorted myself out! I'm not ready! So with that, I turn sharply out of his arms and run to my favourite place in Hogsmeade, the forest.

I know James is on my tail, his heavy footfalls not far behind me and I can hear him call my name every couple of minutes. About two minutes into the woods he catches up to me grabs my wrist and spins me round.

"Lily, I'm sorry, I never wanted to put you a position like that again, I wanted to keep you as a friend even though I still have deep feelings for you. I'm sorry. I'm sorry." He's chanting to me over and over and wiping the tears that have started falling from my eyes

"No, James, I'm the one that's got to be sorry." I say this pulls him up short.


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