A/N: Oh. My. Goodness. This chapter was infuriating. It did not want to be written. I'm just glad it's over with because I have so many ideas for later chapters and really this was just getting in the way (and it came out very differently than I originally intended but that tends to happen to me a lot). Thank you all who reviewed, favorited, and followed! I'm so glad you like it so far! This flashback takes place in their third year.

Chapter 2: Of Rain Clouds and Mini Pranks

James knew he was being stupid. There was literally no reason to feel so threatened by the girl. And yet there he was, stalking her after Herbology, trying to figure out what her secret was. He never really paid her much attention before this year; she was just the weirdo who talked to Slytherins and volunteered in class a lot. But then Flitwick had to go change his seat and now he was stuck with her in charms and he didn't like it.

He watched as she walked arm in arm with Mary, giggling about something girls giggled about. She waved to a bunch of people as she passed them and James pictured the smile on her face as she greeted all the people she knew. How did she even know that many people? James was one of the most popular kids in the school and definitely the most popular third year. Surely he knew more people than she did.

"Where're you going, James," Peter asked. "I thought we were going straight to the Great Hall because Sirius needs food now."

James hadn't even realized they were at the Great Hall already. He would have followed the girls to wherever they were going. That was mildly embarrassing.

"Sorry," James said, smiling as if he didn't let a random girl distract him. "I wasn't paying attention to where we were going." He followed his friends into the Hall and they made their way to their usual seats.

"We haven't pulled a prank in a while," Sirius said, grabbing another sandwich and putting it on his plate. "I think that should change."

"I concur," James said. Remus rolled his eyes. Ever since James heard him use that word, 'concur,' James had been trying to sneak it into as many conversations as he could.

"What do you want to do," Peter asked excitedly.

"Hmm," Sirius said, rubbing his chin. "Whatever it is, it should involve the Slytherins."

"No," James said immediately.

"No?"

"I have an idea for a new target."

Sirius looked eagerly at James with the prospect of a new person to torment.

"Lily Evans," James said simply. He didn't get the reaction he was hoping for. Instead of excited words of consent, his best friends looked at him apprehensively. "What?"

"It's just," Peter started. "She's a bit intimidating."

"Intimidating?"

"She's really nice, James," Remus said. "What could she have possibly done to you?"

"I don't know," James said, fidgeting in his seat. He didn't know how to explain what his problems with the girl was. She was just so… Lily. She was better than him at charms and she was pushy and she made him feel weird. "I just don't like her."

"Good enough reason for me," Sirius said, clapping James on the back. "What should we do to her?"

"Sirius," Remus said. "I still don't think it's a good idea."

"It'll be a harmless prank," James defended. "No one will get hurt, promise."

"The last time you said that I ended up in the hospital wing for two days. I will never be able to eat ice cream ever again."

"Look," James said, desperate to put an end to this madness. "I swear it won't be harmful. You can have the most input if you like. But I need to do this. Evans needs to be stopped."

"Needs to be stopped," Remus repeated. "What in the world did she do?"

"I told you, I just don't like her."

Remus stared at him for a moment in disbelief. "Look, she obviously did something but if you don't want to tell us, that's fine. I'll go along with your plan as long as it really is safe."

"Knew I could always count on you, Remus," James smiled.

James spent the next few days trying to figure out what he should do to the pest. Remus had already shot down putting itching powder in all her clothes and spiking her pumpkin juice with a love potion. James didn't know what his problem was; usually Remus enjoyed pranks as much as the others.

He finally thought of it the next time they had Charms. Lily was sitting next to him, enthusiastically taking notes and paying no mind to the boy next to her. Her dark red hair spilled over notes, blocking off her face and James stared at it, intrigued at the way it changed color in the light. He could catch flashes of lighter reds and golds every time she moved and he was completely transfixed, not even pretending to pay attention to the lesson.

Something hit James on the side of his head, distracting him from the redhead. He looked down and saw a note.

What are you staring at?

I think I have an idea for the prank. Talk after class, James scribbled and threw it back to Sirius.

So after class, James gathered his friends and they discussed his plan and finally, finally, got Remus' approval. He ignored the fact that Remus and Peter still weren't so keen on pranking Evans because they were still on board and that was all that mattered. Besides, it wasn't exactly a prank; it was just a bit of poking fun at the girl.

They enacted the plan at dinner that evening. The boys sat in their usual seats at the Gryffindor table, trying but failing at acting calm. The students sitting next to the group could always tell when they were up to something—subtlety was not their strongest suit.

James couldn't have asked for a better night to pull it off. The ceiling was a dark grey, reflecting the thunder storm occurring outside and every once in a while thunder would crash, causing a few students to jump. James glanced at where Lily was sitting with her friends. She was laughing, her green eyes sparkling and her face glowing. James felt that same uncomfortable lurch in his stomach as he observed her and was filled with a new conviction. He nodded at his friends and then sent the jinx her way.

Lily jerked when she heard a particularly loud thunderclap but didn't question it. Unbeknownst to the girl, James has sent a raincloud to sit atop her head and any second now she was going to get drenched. Sure enough, she was midway through a story when it started to drizzle on top of her. She immediately looked up, confused, only to get a face full of water. Lily got out of her seat, thinking it would help but the cloud followed her, as the rain started to get heavier and heavier.

Students from the Gryffindor and Hufflepuff tables started to take notice and began pointing her out, laughing with their friends. James tried, hard as he could, to keep his expression neutral but as soon as Lily looked at him, her jaw clenched and she started walking purposefully toward him, leaving large puddles of water in her trail.

"Alright there, Evans," he asked.

"You're a prat, Potter," she spat. Lily was now so soaked, she gave off the appearance of a drowned cat. James couldn't help but marvel at the fact that she still looked rather pretty. Especially her eyes, shich were glaring daggers at him. "Take it off."

"I don't know what you're talking about," he said coolly. "I didn't do this to you. But I don't see why you're complaining. Maybe all this water will put out the fire on top of your head."

"You are so bloody stupid. My hair isn't even an orange red. It's dark red. It doesn't look like fire. Now take it off."

"Sorry, Evans. Can't."

"And why can't you?"

"I didn't do it."

Her eyes flashed angrily. "Don't give me that. You've been staring at me all day, don't think I didn't notice." James tried his hardest not to let her words get to him. The truth was, he had been staring at her a lot and while it's easy to pass it off as prank planning, he knew that wasn't the only reason. "Now take it off and I won't complain to Professor McGonagall."

James looked towards the staff table. Thankfully, they all seemed relatively oblivious to the scene but he wouldn't put it passed Lily to tattle on him. "Fine," he sighed and reluctantly lifted the spell.

"Thank you," she replied stiffly before marching out of the hall.

The next morning, when James reached over to his nightstand, he found his glasses were missing. After a few minutes of frantic searching and the help of his fellow roommates, he determined that his glasses were, in fact, not in the room. He sat on his bed, partially blind and completely screwed, a small smile on his face. She was sneaky, he'd give her that.

o0o0o0o

Lily joined them at the table for breakfast. James tried not to think too much into it but he couldn't help but grin into his bacon. She still sat next to Remus, which was on the other side of the table, but he didn't mind that nearly as much as he would have thought. It was so much easier sneaking glances at her when she was across from him. He realized how creepy that sounded, even in his own head, and decided he wasn't going to look at her for the rest of breakfast unless she spoke to him.

He lasted a whole three minutes before he caved and let his eyes wander back to her. Her dark red hair was pulled to the side in a simple ponytail, quite a bit of neck exposed, a few wisps of hair framing her face. She was wearing a green sweater, which accentuated her green eyes. Her round nose was a bit red from the cold and she was smiling at something Remus was saying.

Forcing himself to stop, James reached for the salt to add to his eggs. He concentrated on that, trying as hard as he could to not stare at her but as soon as Sirius asked her a question, he was a goner.

"So, what are your plans for today," Sirius asked Lily, filling the silence that resided between the five. James wasn't sure he would ever be able to get over how lucky he was to have a friend as amazing as Sirius. He was reckless and brash and could be a little hard to handle at times, but he was the most loyal bloke James knew and he appreciated that he was trying to get Lily to open up to them. James, it was established, was incapable of talking like a normal person around Lily, so Sirius took it upon himself to make her comfortable. What more could you ask for in a best mate, really?

She shrugged. "I was probably going to read one of the books my parents gave me."

"That's boring," Sirius said, waving a hand at her. "You should hang out with us again. Much more entertaining."

"Why, so I can listen to you argue about ghost sex again," she asked. James tensed for a moment at her tone but when he saw the corners of lips curve up, he realized that she was teasing. His chest constricted; he didn't realize how much he missed that.

"Exactly."

"Maybe for a bit," she said and James' mouth opened in shock. Thankfully, she wasn't paying any attention to him. "I really do want to read today, though."

James bit into his eggs and started gagging and choking. Apparently he had been dumping copious amounts of salt into his food the entire time. He went to grab his pumpkin juice but his movements were too hurried and he wound up spilling it all over his plate. Still needing to get that god-awful taste out of his mouth, he did the next logical thing he could think of—drink out of Sirius' goblet. He took a long sip before realizing Sirius drinks his coffee black (of course he does, the idiot, trying to live up to his bloody name) and nearly spit it out all over Remus. Thankfully he managed to choke it down but now he had a taste of excess salt and bitter coffee and his trousers were slowly being soaked from his pumpkin juice dripping onto him and Lily and his friends were laughing at him.

"Here," Remus said weakly, offering James his own pumpkin juice.

"Thanks." He grabbed the cup and took a huge gulp before handing it back across the table. James took out his wand and cleaned up the mess he made, making sure to dry his jeans as well and refusing to meet anybody's eye.

"You alright there, Potter," Lily asked, calming down enough to speak.

James managed to cough out, "Just… put too much salt," before turning away in embarrassment. He wouldn't look at her now but he could practically feel the smirk on her lips and his face, if possible, got even hotter.

"Ah," she said. "I hate it when that happens."

James took his frustration and embarrassment out on the guffawing Sirius sitting next to him. He elbowed him in the ribs and then shoved all his defective eggs onto his friend's plate.

"I will make you eat this if you don't stop," James threatened, picking up a forkful of salty eggs.

Sirius just grinned at James. "Sorry, mate, you make it too easy."

James punched Sirius in the arm and then put a hand through his hair. "At least I still have my good looks."

The group rolled their eyes and Remus decided it was time to change the subject. "What book do you want to read," he asked Lily.

"Well, I'm finally able to start reading Lord of the Rings. I read The Hobbit over the summer and my parents bought me the trilogy for Christmas," Lily said, her eyes lighting up as she spoke about the books.

"Aren't those muggle books," Sirius asked.

"Yes, and they're quite popular in the muggle world. It's a totally different look at magic and elves and such but it's fascinating."

"Sure. But you still have to hang out with us."

"How are you at chess," Remus asked.

"Fairly decent, why," Lily said.

Peter grinned. "Because," he said, "I could use some real competition."

"I was going easy on you yesterday," Sirius said, pouting.

"No you weren't. You had Moony and tried to get Prongs to help." Peter turned to face Lily, his face serious. "These three are awful."

Lily smiled. "I wasn't aware Potter was bad at anything," she said, looking right at him. He straightened in his seat a bit and looked around at his friends frantically, trying to think of a way to respond that didn't make him sound like an ass.

"I'm not," he said, realizing after the words were out of his mouth that he had done exactly what he was trying to avoid. "I happen to be an expert chess player. Wormtail just happens to be more of an expert."

Lily raised her eyebrow. "You are just incapable of being humble, aren't you?"

"What? No, I—what? I can be humble. I'm humble. Right, guys?" James turned to his friends for support. Remus was suddenly very interested in his eggs and Peter snorted into his tea.

"Prongs is second only to Moony in humbleness," Sirius said.

James grinned. "Thanks, Padfoot. Knew I could always count on you."

"You got it, buddy."

Lily rolled her eyes at the pair. "Anyway, I'd love to play against you Peter. I don't know if I'll be able to give you the competition you're clearly lacking, but I can certainly try."

"Great! Let's go now!"

"Now, wait a minute," Sirius said. "I haven't finished my bacon yet."

"Padfoot, I'm pretty sure you had enough already," Remus said, looking disgusted at his friend.

"There's no such thing as too much bacon."

"You could get clogged arteries and heart failure from too much bacon, actually," Lily said. The marauders all looked at her curiously. "Oh. Right. Wizards don't have to worry about that, do they?"

"I don't think so," James said.

Lily seemed to ponder this for a moment before reaching over and loading her plate with more bacon. James couldn't but smile at her.

"Might as well, then, right," she asked.

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Lily and Peter played two games of chess. After Lily lost the first one, she insisted they try again because she knew his strategy now and had a better shot at winning. When she lost the second game, she huffed and went off to get her book.

James watched her retreating figure as she made her way up the staircase to the girls' dormitory. "You should have let her win," he said, smacking the back of Peter's head. Sirius was lying next to them on the couch, eyes closed; since he wasn't the one playing, he was incredibly bored.

"Hey!" Peter rubbed the spot James hit. "I won both those games fairly. She would have gotten angry if I let her win."

"What if she doesn't come back down?" James stared at the staircase, waiting for Lily to make her reappearance. It didn't matter if she talked to all his friends more than she talked to him or if he did nothing but continuously embarrass himself in front of her. Her mere presence was enough to put him in a good mood.

"Then you learn how to survive without her for a few hours," Remus said.

"Right. Right, I can do that." James sat, staring straight ahead, not looking back at the staircase. He grabbed a quidditch magazine that was lying near him. After quickly scanning through the entire thing (he had already read this volume) he dropped it back where it was. He tapped his hands against his knees before blurting out, "Let's pull a prank!"

"Now we're talking," Sirius said, immediately sitting up and rubbing his hands together.

"There's barely anyone here. Shouldn't we wait until the students get back," Remus asked.

"Shush, Moony," Sirius said. "You can never have too little an audience."

"If we're going to get detention, I would like it to be worth it. I am a prefect, you know. You guys like to ignore that little tidbit but it's true."

"Okay, so we have a mini-prank that will be a warm-up to our actual prank that will take place when everyone arrives. Sounds good?" James looked at his three friends, waiting for their approval.

"Mini pranks aren't as good as real pranks," Sirius said.

"But at least it gives us something to do. And the professors won't expect it when we pull the actual prank."

"Fine," Sirius said, finding it difficult to turn down the prospect of pranking. "What'd you have in mind then?"

The four boys sat huddled together in the common for the next hour, debating over logistics and ideas. James was very proud of himself; he only glanced toward the girls' staircase four times in that hour.

"Do you know how hard it is to remove glitter," Remus asked, annoyed that they were just arguing in circles by this point. "I don't see what's wrong with using basic confetti. I'm sure we could think of a way to make it 'unmagicable' by the time we do it in full."

"But glitter, Moony," Sirius said. "Can you imagine the Slytherins stuck walking around all glittery for days? It'll be priceless!"

"But it won't just be the Slytherins!"

"Alright," James said. "Here's what we do. We use confetti today and we'll look up spells and if we can't find anything good, we use glitter for the big one. We might even be able to make ourselves impervious to the glitter so we won't have to look like a bunch of tossers as well. Now, can we please stop arguing and actually get on with the actual work?"

His friends didn't answer. They were looking past James, their eyes wide. "What," he asked. He turned around and saw Lily making her way toward them, book in hand and a small smile on her face. When she noticed the way the boys were staring at her, though, her eyes narrowed suspiciously.

"What are you lot up to," she asked.

"Nothing," they chimed. James winced. That did not sound innocent at all. She raised an eyebrow, a look that was just so Lily James couldn't help but smile.

"For some reason, I don't quite believe you." She plopped herself next to Remus on the couch, her thighs touching his in order to fit.

"We would tell you," Sirius said, "but then you might stop us and that's just no fun, is it?"

"Or you could tell me and I wouldn't get you in trouble because I'm terribly bored and you four are my only source of entertainment for the next few days."

"What happened to your precious book," Sirius asked.

Lily sighed. "Don't get me wrong, Tolkien is a genius and a half and those books are some of the greatest out there. But I can only handle so much before I start to lose it. I need to read it in waves."

"Maybe we should tell her," James said. Lily smiled at him.

"No offense, Prongs, but I don't always trust your judgment when it comes to… certain things," Remus said delicately.

James looked at Remus then back to Lily. "Could you let us discuss this for a moment?"

"Sure," she said, rolling her eyes. She got up and walked to the other side of the common room. The marauders all leaned in, close as they could, to have an impromptu meeting.

"She could be tricking us," Sirius said. "I don't trust her."

"She hasn't done anything untrustworthy yet," James argued. Peter nodded enthusiastically.

"That's because we haven't done anything untrustworthy," Remus pointed out.

"There's no real harm in telling her. If we think she's gonna rat us out, we just trap her here or something."

"Prongs, you would do anything that girl asks you to do."

"Then don't have me be the one to trap her."

"Well…" Sirius said slowly. "We did tell her she had to hang out with us today. It's only fair, yeah?"

"Yes," James said excitedly. "Exactly. I don't want her to feel left out. I know she's been feeling that way all year."

"Fine," Remus said. "We'll tell her. But if we get in trouble, it's on you, Prongs."

"I will gladly take all the blame."

"Bring her over then."

"Oi! Evans!"

She made her way back to the boys.

"We've decided to tell you so long as you solemnly swear you will not tell on us, give us detention, or attempt to deduct points," James said.

"I swear."

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The rest of break went by in a similar manner. Lily would spend a few hours reading every day but most of it was spent with the marauders. James noticed that sometimes she would be very involved in their activities and discussions but other times it was basically like she wasn't there—silent and detached. He couldn't blame her really; she only considered Remus her friend and it must have felt awkward hanging around a bunch of boys she didn't like very much. Still, they tried their best to make her feel welcome.

Sirius was taking up an entire couch to himself, lounging casually as they discussed the school's most recent gossip. James was hanging off an armchair, trying not to feel jealous that Remus and Lily were snuggling on the loveseat next to him. Peter was on the floor, playing with Lily's cat. James always thought Peter was scared of cats but he seemed to be getting on well enough with this one.

"Leonora's hot and all," Sirius said, reaching over to grab another chocolate, "but I don't get how she goes through boyfriends so easily."

"She's very nice," Lily defended.

"That girl is dumb as bricks."

"She may not be the smartest witch but she's attractive and kind. Just because you don't want to date her doesn't mean other boys have to feel the same way."

"Don't tell me you want to date her," Sirius said, raising his eyebrows.

Lily laughed. "You caught me, Black. I'm actually harboring secret feelings for Leonora. How'd you guess?"

"Tough luck, Prongs," Sirius said. "Looks like you've got some competition."

"At least I'm not an emotionally stunted 12 year old," James said, chucking a pillow at him.

Sirius stuck out his tongue.

"Pretty sure you just proved Prongs' point," Remus laughed.

"Et tu, Remus," Sirius said, clutching his heart.

"You know Shakespeare," Lily asked.

"'Course I know Shakespeare. I make it my business to know the goings on in the muggle world, Evans."

"It's part of his rebellion," Peter said.

The portrait hole swung open as Lily was about to respond, allowing a swarm of glittery Gryffindors to enter. The five of them tried to stifle their laughter at the disgruntled looks on everyone's faces.

"Classic," Sirius said. "Shame we didn't get to see everyone's first reactions but still worth it, I think."

"Cheers," Remus said, raising his candy up. They all followed suit, toasting to themselves.

"Can't wait to see the Slytherins tomorrow," James said.

It had been Lily's idea to have the glitter pour down on them in the Entrance Hall, ensuring that the five of them would be entirely free of glitter and giving everyone a welcome back surprise. Remus finally conceded to using glitter after that.

"Lily!" a voice rang out. They turned to see Marlene waving happily toward her.

"I'll be right back," she told the boys before getting up and strolling over to her friend.

"You know Prongs," Sirius said, "she's not too bad."

"I am aware."

"I used to think she was really annoying but I guess I can see why you like her."

"Keep your hands off her, Padfoot."

Sirius let out a bark of a laugh. "Don't worry about me, mate. You might want to talk to Moony, though. They looked pretty comfy before."

"It doesn't mean anything. Lily is just a very affectionate person. You know that Prongs, right?"

"Yeah, I know. Doesn't matter anyway. I ruined any chance I had with her."

"You don't know that," Peter said. "She spent nearly this entire break with you. That's progress."

James didn't respond. Sirius was always the dramatic one of the group but when it came to Lily, James couldn't help but be a bit of a drama queen. She just had that effect on him.

"Hi," Lily said when she got back from talking to her friends. Her face was pink and she refused to look at any of them. "I'm going to go back to my room to catch up with everyone. I'll see you all tomorrow." She bent down to pick up her long abandoned school books and then turned to leave.

"Are you going to have breakfast with us tomorrow," James asked, unable to stop himself. He had grown so accustomed to having her around; he didn't like the thought of her ignoring him again.

She glanced back at Mary and Marlene, covered head to toe in red and gold glitter, who were giving her curious looks. "Yeah," she finally said. "Yeah, I might."

o0o0o0o

A/N: The story should pick up next chapter because classes will start again! Get pumped. I'm going to try my best to post it soon but Christmas is right around the corner and I'm getting surgery at the end of the month so I can't guarantee anything. Just know that if I don't post one before my surgery, as soon as I am functional enough to use my laptop, I will be working diligently on the chapter.

Thank you for reading! Don't forget to review/fav/follow! It's been scientifically proven reviews speed up recovery time ;)