A/N: I wrote a lot of this chapter while recovering from surgery so if it seems substandard, that is probably why. As always, please review/favorite/follow to show your support! Many, many thanks to everyone who already did so. You have no idea how much I appreciate it! This chapter's flashback takes place near the end of their fourth year.

Chapter 3: Of First Rejections and Mindless Laughter

They were sitting silently in the library. Lily was absorbed in her essay, her quill skidding along the parchment with ease, providing the only sound between them. The only time her eyes left the paper was when she wanted to check something in her book. James was not working quite as hard as she was. In fact, he found himself to be rather distracted.

Her face was beautiful when it was all scrunched in concentration yet at the same time he wanted her to laugh at his jokes and surprise him with her wit and just… interact with him. The problem was James was pretty bad at talking to her. Ever since he realized the weird feelings he got whenever she was around was because he fancied her, those feelings increased tenfold and he got extremely tongue-tied and flustered around her. Of course, he did his very best to cover this up but that only ever ended with him doing or saying something so ridiculously stupid, he would always brood in bed for hours afterwards.

It didn't help that he couldn't tell what was going on in that head of hers. Sometimes it seemed like she genuinely enjoyed his presence. Sometimes it seemed like they were mates. Other times she would be berating him or ignoring him and he didn't like those times.

He watched as she was able to write line after line of her essay. "Careful Evans, you might burn a hole through your parchment," he said casually, finally breaking the silence between them.

"At least I'm doing my work. What on earth have you been doing this entire time," she asked as she took notice of his nearly blank parchment.

"I'm stuck," he lied.

"What do you need help with," she asked, placing her quill delicately on the table.

"Er, everything?"

She sighed. "Let me see what you have so far," she said, stretching her arms out so he could hand her his very pathetic essay on seize and pull charms.

"It's not good," he warned as he passed it to her. "I don't know what I'm talking about."

"We learned them last year," she reminded him. He knew that, obviously. And he knew that if he actually tried he could probably scrape up a fairly decent essay. But at least now she was talking to him and looking at him.

James shrugged. Usually his little outbursts of Lily-hysteria made him look like a pompous arse (he was, admittedly, a bit of a pompous arse but that's beside the point) but this time he looked stupid and slow. That was definitely not going to impress Lily.

"Look, it doesn't matter," he said, snatching it back from Lily before she had a chance to read it. "I'm just not in the right mindset to do work right now."

"Are you ever?"

"Yes! But I just finished doing the Astronomy charts plus I had loads of Muggle Studies work and that Potions essay took longer than I thought and my mind is all fried out. I can't concentrate one more second on the theory behind any magic."

She nodded. "So what do you want to do?"

"What do you mean?"

"It's pretty obvious you're overworked. The rules of study buddies states that it is up to me to help you overcome this. What would you like to do to unwind?"

He wasn't expecting that answer. He looked at her skeptically but her expression was so genuine. Truthfully, he would like nothing more than to grab her and press his lips against hers to 'unwind' but he figured it would be better for both of them not to mention that.

"Want to go to the kitchens?"

"Are we allowed there?"

"Dunno. Hasn't stopped me before." They stared at each other for a few seconds while Lily contemplated his offer. James hoped he was giving her an award-winning smirk and did not look as desperate as he felt.

"Alright," she decided. "But if we get in trouble, I'm saying you threatened me."

James laughed. "Deal."

They gathered their things and made their way to the kitchens with James in the lead.

"What made you take Muggle Studies," Lily asked as she tried to keep up with his long strides.

"Sirius."

"What?"

"He and his family… well, they don't get along. He likes doing things that pisses them off and taking Muggle Studies was definitely something they didn't appreciate. I took it so he wouldn't have to be in it alone. Pretty fascinating class, though."

Being pureblood, James didn't know very much about the muggle world. He never realized how inconvenient living without magic could be. It made him appreciate them all the more for it.

"Hmm," Lily said. "I always thought Muggle Studies should be a required class. At least for one year. Maybe there would be less prejudices against muggle-borns if wizards understood them better, you know?"

James glanced at her. He knew they were treading close to dangerous territory. "I reckon it might change some people's minds," he said thoughtfully. "But there are some people who are just too far gone. I don't think any class could fix them."

"You're probably right. A witch can dream though, can't she?"

"I've always felt a healthy dose of dreaming can do wonders to your soul."

She smiled sweetly at him and he felt a familiar pull at his stomach.

"Alright," he said when they reached the portrait entrance. "Just tickle that pear there and we're in."

"Yeah?"

He nodded. She reached out and tickled the pear, giggling when it started wiggling under her fingers. She turned the doorknob and James watched with pleasure as she gaped at all the house elves running about.

"Hello," he boomed cheerily to house elves as they entered. They were immediately greeted with a dozen tiny hands, offering them all sorts of foods and sweets.

"Just a treacle tart for me, please," he said.

"And for me," Lily added.

"Come on," James said, grabbing her wrist and pulling her to a table so they could sit. He regretfully let go once they sat down.

"I had no idea there were so many house elves working here," she exclaimed. "I mean, I knew there were a few but this is ridiculous!" She watched as they scurried around the kitchen, clanging pots and pans.

They chatted for a while about house elves and cooking (James was particularly interested in the way muggles cooked and hung on Lily's every word), their tarts long finished. It was nice, talking to her about something unrelated to schoolwork and James cherished every second of it.

"So," James said, tapping his fingers against the table and suddenly his heart was racing in his chest. "Are you going to Hogsmeade next weekend?" He had no idea what made him decide to do this. He was planning on keeping his embarrassing crush on the girl a secret until it ran its course and he moved on.

"Probably," she shrugged. She was sitting cross-legged on her chair; her shoes had been abandoned some time ago and were resting next to her book bag. "Are you?"

"Yeah," he responded. Then, as casually and offhanded as he could muster, he added, "would you want to go together?"

"Oh," she said. Her eyes widened in shock and her face started to redden. James swore his heart was so loud she could hear it. "I—no. I'm sorry."

James felt like he was being hit repeatedly in the gut by a beater's bat. Backtracking quickly he said, "No, I didn't mean—I meant as friends. Not a date."

"Oh," she said again, visibly relaxing. She laughed awkwardly. "Sorry, I shouldn't have assumed…"

"It's fine. I probably should have specified in the first place." Bitterness and humiliation started to slowly trickle their way through James' thoughts and before he could stop himself he added, "Although, why you would even think I'd want to date you is beyond me."

"Excuse me?"

"That's a bit cocky, don't you think?"

"I'm cocky?"

"The world doesn't revolve around you, Evans. Not everyone is clamoring for the chance to snog you. I'm certainly not."

"I didn't realize the thought of going on a date with me was so repulsive to you Potter. I apologize for ever putting that thought in your thick head of yours." She ducked down to slip her shoes back on and grab her bag.

"Don't beat yourself up," he said coolly. "I know tons of girls who are begging to go out with me, there's no need to be ashamed."

"I don't know if you're smart enough to remember this, but I turned you down, you conceited wanker. And for the record, I'll probably be too busy with my actual friends to go to Hogsmeade with you. Besides, we're not even friends." With that, she made her way out of the kitchen, politely turning down all the food the house elves were trying to push on her. Once she clambered out, James bashed his head against the table.

"Stupid," he muttered to himself. "Stupid, stupid, stupid."

o0o0o0o

"These bloody nonverbal spells are going to be the death of me," Lily groaned as she paced back and forth in the abandoned classroom they were currently occupying. It was a week into the second term and Lily and James' first study buddy session since fifth year. It took James a lot of effort to agree to meet Lily there; the last time they were alone in a classroom like this ended with them… he tried really hard not to think about it.

"You just need to calm down," James said, leaning against the teacher's desk with his arms crossed at his chest.

"I can't calm down. Do you know how important it is to get nonverbals? Everybody wants us to do them. Every damn professor is demanding them and I can't!"

"Don't need them for Potions."

"You are not helping!"

"Sorry," he said sheepishly.

"No, no. It's okay. I shouldn't have snapped. I'm just so stressed out and I'm scared that I'll never be able to do it and where will that leave me?"

"Evans," James said, walking toward Lily. He reached out and placed his hands on her shoulders, effectively stopping her nerve-wracking pacing. "You are a brilliant witch. You know this. I know this. Every bloody person in this school knows this. You're overthinking it."

"I am not overthinking it, Potter," she said, ignoring James' compliment. "We've been doing nonverbal spells all year and I've been struggling with them the entire time. I should have gotten it by now."

"You're being too hard on yourself. It's not—"

"That's easy for you to say, Mr. Everything-Comes-Easy-To-Me. Have you ever really struggled with anything before?"

"I have and you know it, Evans. Better than most, I would say."

Her eyes softened and she took a deep breath. James thought he was making progress with her when she groaned, shoved his arms off her, and sank to the ground. Perhaps not as much progress as he originally thought, then.

"This was a mistake."

"What was," he asked, tentatively sitting down next to her. He pulled his knees to his chest and wrapped his arms around his legs.

"This," she said, her eyes squeezed shut. "You and me. Doing this again. It's not going to work."

James heart sunk. "Why not?"

"There's just… too much history. I thought we could move past it but I can't."

James looked down at his scuffed shoes. He wasn't sure if she was thinking of one particular moment (the one James hasn't been able to get out of his mind the moment they entered the room) or if she just meant their entire messed up relationship in general. It didn't matter, he supposed, in the grand scheme of things. Still, it would be nice to know if she was even slightly as effected by some of their shared moments as he was.

"It's not going to be easy," he said, hoping beyond hope that he would be able to convince her to stay in his life. "And I don't know if we'll ever be able to have the same kind of relationship we had before." Whatever that even was… "But I'm trying, Evans. I swear I am. We do better when we have each other, and you know it. That's why you came to me. There's no one else that will be able to help you with nonverbals."

"I keep getting so mad at you," she said.

"Ah, that's nothing new," he shrugged.

"But I would only ever get mad at you when you deserved it. When you were being an arrogant, bullying toerag. Right now, you're just trying to help me and it's driving me up the wall."

"That, my dear, is simply because you are frustrated and jealous and taking it all out on me."

"I'm not jealous."

James chuckled. "Of course you're not. It's not like I'm the best student in our year at nonverbal spells or anything."

"Shut up, Potter."

"Make me," he said, finally looking at her. "Go on, Evans. Throw a jinx at me. Nonverbally."

"You want me to attack you," she asked.

"Yeah," he said, getting up. "You hate me, right? So what better way to bring out your repressed talent than by giving you the best target?"

"I don't hate you," she said but she, too, rose and faced him. "You're really okay with me trying?"

"So long as you promise you'll fix me afterward."

She grinned at him, a mischievous glint in her eyes. "Alright then, I'll give it a go."

It took her another 45 minutes, a few tears, and a thrown chair but eventually Lily was able to properly hit James with the Jelly-Legs Jinx without uttering a word.

After she performed the counter-spell, she ran over to him, a huge smile on her face. It looked like she was about to hug him but she stopped herself short and stood awkwardly close to him. "I can't believe I did it!"

"I told you you could," he said, grinning broadly at her.

"Thank you!" She placed her hand on his forearm. "I know that wasn't exactly Transfiguration but that was the first time I was able to do it properly."

James shrugged. "That's what I'm here for."

Lily beamed. "We should probably get going."

"What," James asked, panicking a bit. He wasn't quite ready to leave just yet. "But you haven't even tried any Transfiguration yet!"

"I know but I promised Mary I would be back by 9. Maybe we could meet again tomorrow? I know you have quidditch practice but—"

"Yeah, no, we could meet tomorrow. I can work around practice, you know me," he replied, grinning.

"Great. I'll see you later then." She gave him a small wave before leaving.

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They were back in an empty classroom. Lily was staring determinedly at a match, willing it to turn into a needle. James figured they should start with easier spells at first instead of trying the ones they were doing in class. He was leaning back in the professor's chair, feet crossed on the desk with a casual ease he didn't feel.

"You're overthinking it again, Evans."

"Stop saying that. I'm not overthinking it, you're underthinking it."

"Okay, I don't think that's a real word." He swung his legs down and walked around the desk, cautiously approaching her. "It seems like you're thinking too much about the fact you have to perform the spell rather than focusing on the spell itself."

"You don't know what I'm thinking, Potter."

"'Course I do. Right now you're thinking that you want to be mad at me but you can't because I'm far too handsome."

"The day I find you handsome is a sad day, indeed."

"That's a bit extreme, don't you think? We both know you find me fit." James watched, amazed, as her cheeks started to redden. She had complimented his appearance a few times last year (four times, to be exact, but who was counting?) but he never thought she would still find him attractive. He stood a bit straighter, puffing his chest out proudly.

"You are completely derailing this conversation. Whether or not I find you attractive—which I don't—has nothing to do with my inability to perform a first year spell."

Figuring he would be pushing his luck if he tried to mention that she had the hots for him, James went along with her change in topic. "You can perform the spell just fine, don't give me that. It's nonverbally that's the issue. And I'm telling you, stop trying so hard. Just focus."

"I am focusing!"

"Not on the right thing!"

She was glaring up at him, fire burning in her emerald eyes. "You are so frustrating, James Potter!"

"I'm just trying to bloody help you!"

"Yelling at me isn't helping!'

"You were yelling at me first!"

Their eyes remained locked, neither of them wanting to back down first. James was beginning to doubt whether they will ever make it through a study session without fighting over something stupid. Perhaps Lily was right; this was a mistake.

But then she was laughing. Loud, genuine laughter. His face immediately softened at the sound and he looked at her curiously.

"What," he asked softly.

She calmed down enough to reply, "We're hopeless," before bursting out again. He still had no idea what was so funny but her laughter was infectious and he couldn't stop himself from joining in, grabbing his sides from laughing so hard.

They wasted quite some time doing this. By the time they sobered up, James was leaning on a desk for support and Lily was leaning on him, tears in her eyes.

"Good lord," Lily said, detaching herself from James and taking a step back. "I needed that."

"Mind telling me what that was about," James asked as he straightened himself out. "I'm fairly sure I lost a few pounds from laughing so hard. And I feel like I missed the joke…"

She looked up at him, a smile still on her face. "I think I've finally cracked."

"Brilliant." They looked at each other before starting all over again.

Once they stopped, again, James muttered, "Merlin, Evans. You're completely mental."

"I haven't laughed that hard in so long," she said. Her face was red and bright and James needed to take a few more steps away to put distance between them in case he did something stupid. "Okay. I think I'm ready to try again."

She turned back to her match and concentrated on her nonverbal spell. James was incredibly confused about the entire situation. He was pretty sure she wasn't mad at him anymore but he had no idea what he had done to accomplish this. One minute they were screaming at each other over absolutely nothing and the next they were cracking up. He didn't push the issue though; it was somewhat reminiscent of their relationship last year.

He was wrenched from his thoughts by a loud gasp. "I did it," Lily squealed, jumping in her spot. James turned and, sure enough, she was proudly holding up a perfect needle.

"That's fantastic!" James exclaimed, beaming down at the girl. "Now, do it again."

"Again?"

"You did it once. Do it again." He grabbed another match from the box and placed in front of Lily. "First time's the hardest. You can do it."

She narrowed her eyes in determination and nodded once. Holding up her wand, she aimed it at the match and focused on it becoming a needle. A few seconds later, she placed her new needle next to the other.

"You're going to be an expert by the end of the month, Evans."

She snorted. "Doubt it. I'll need to break my ribs laughing before I try. They'll lock me up in St. Mungo's."

"You don't need to go loony to accomplish nonverbal spells. You just need to stop thinking so much. Which, if you recall, is exactly what I've been trying to tell you for the past two days."

She stuck her tongue out at him.

"Real mature, Evans."

"Like you can talk, Potter." She started gathering her things, carefully placing the two needles in the matchbox as a keepsake. "Thanks for the help though. I'm kicking myself for being stubborn and not going to you earlier."

James didn't bother pointing out that he barely had anything to do with Lily's success. "You sure you want to stop for the day? I don't mind staying."

"No, you probably have other work to do. I feel bad taking up so much of your time as it is."

"That's part of the job. You've done more for me."

"Regardless, I'm done with this for the day. My mind is tired."

James nodded and picked up his schoolbag. "Would you want to go to the kitchens to relax," he asked nervously. They used to go to the kitchens often after they were done working. It became a sort of tradition for them and James hoped that they could reinstate it.

"Er, no. I think I'll just go to the dorm."

"Okay." He shoved his hands in his pockets and made his way out of the room with Lily close behind.

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"Potter!"

James ran a hand though his hair at the sound of her voice. He had no idea what he did this time, but he hoped it wasn't bad enough to cause a scene.

"Evans," he replied coolly. Twisting in his seat in the common room, James looked up at the pretty redhead. They had been meeting regularly to work on Charms and Transfiguration. Lily had advanced in doing nonverbal spells and James was able to do a few charms nonverbally as well. They hadn't fought since that one night, which was a huge accomplishment in James' opinion.

"We didn't do it," Sirius blurted out from his spot on the couch. Remus reached out and smacked him.

"Didn't do what," Lily asked.

"Whatever you're about to yell at Prongs about."

"I wasn't about to yell at him."

"Oh. Carry on, then."

She rolled her eyes at him and returned her focus to James, who messed up his hair again. "I was just wondering if that offer was available."

"Er, what offer?"

"To go to the kitchens," she said impatiently.

"Oh! Yeah! Totally."

They looked at each other for a few seconds in silence.

"Well, can we go," she asked.

"Now?"

She nodded.

"Right! Yes. Let's go." He leapt out of his seat and waved to his friends. "See you lot later!"

They didn't talk much as they made their way down to the kitchens. James was partially convinced he was dreaming or hallucinating because there was no way Lily Evans actively sought him out 45 minutes before curfew just to eat in the kitchen. Surely, if she wanted to go there, she could ask one of her friends? The entire situation seemed too surreal.

"Are you alright, Evans," he asked when he realized he wasn't the only one apparently lost in thought.

"Not especially but I'm not about to discuss my problems with you."

"Okay. If you do want to talk about it, though, I'm here."

She looked up at him and instead of annoyance like he expected, her face was full of confusion.

"Thanks."

The rest of their walk was silent. James tried to think of something funny to say to cheer her up but seeing as he had no idea what was wrong, he couldn't be sure he wouldn't make things worse. He didn't think it was school-related because that was really the only thing she seemed to trust him with. Maybe it was family problems? She never outright told him but he was able to piece together enough to figure out that she didn't get along with her sister. Or maybe the Slytherins were giving her a rough time again?

Really, there was no point in fretting over it. If Lily wanted him to know, she would tell him. And they weren't friends so there was no reason for her telling. It was stupid worrying about it. He looked over at her. She was walking with her arms crossed over her chest and her eyes were trained on some spot ahead of her. He knew he had no right worrying about her but that didn't stop him.

When they entered the kitchen, they placed their usual order of treacle tart and made their way to the table. James glanced around, trying to look at anything but Lily. He didn't think it was possible to feel even more awkward around her but apparently he was wrong. Thanking the house elves for the plate of treacle tart, he quickly shoved one in his mouth to give him something to do.

He was on his second one when Lily finally said, "I haven't been here since the last time we went, right before our O.W.L.s. Do you remember?"

Of course he remembered. That was around the time he thought he actually had a chance with her. "You went on a long rant about standardized tests and the injustice of them."

She blushed. "I still think standardized tests are unfair. There are plenty of smart people who don't excel in school. But I was probably mostly just stressed about the exams."

"Never would have guessed," James laughed. "I'm surprised you haven't been here since then. I was under the impression you frequented the kitchens."

"I did. I would come here all the time last year. I even showed my mates because I thought I was so clever for knowing about it and so they could come with me. I tried to go earlier this year with Benjy but… I don't know. It didn't feel right."

"Why not? Bet Benjy would have loved to tell everyone he snogged you in the kitchens."

"Shut up," she said but she was smiling. The few months Lily dated Benjy was torture, especially since James and Benjy always got along. Thank Merlin that was over. "You know he wouldn't do that. But I guess it was because this always seemed to be our place. No matter how many people I brought here, it always reminded me of you."

James looked down at his hands, trying very hard to ignore the acrobatics his stomach was doing. This girl was bad for his health.

"It reminds me of you, too," he said.

"After our fight… I just couldn't visit again. I missed it, though" she said, watching the house elves scurry about. James heart sped up and he allowed himself to look at her.

"The house elves missed you, too. Skippy asked about you a few months ago."

The corners of her lips curved up. "I'm glad I left a lasting impression. But it wasn't just the house elves I missed."

There was no way he was interpreting that wrong. Surely she meant she missed him.

"Evans, I—"

"Anyway, it's nearly curfew," she said, standing up and stretching her arms behind her back. "We should head back."

"Right," James said, reluctantly following her. He turned to the nearest house elf and asked for a basket of desserts to bring for his friends. She miraculously waited with him while they arranged the basket before they headed back to Gryffindor tower.

"Can I steal some of those to give to Marlene and Mary?"

"'Course," he said, handing the food over to her.

"Thanks." Lily grabbed a few pastries before giving the basket back. "Thank you for coming with me," she said once the met the portrait of the Fat Lady.

"I'm always up for adventure, Evans."

"Yes, well, I'll see you tomorrow." She gave the password and climbed through the hole quickly.

"I hope you feel better," he said gently, grabbing her arm and looking directly into her impossibly green eyes. "And I hope you tell someone about your problems. It's not healthy to bottle everything up."

He turned away and started walking back to where his friends were still sitting, leaving a very confused Lily staring after him.

A/N: Thanks for reading! Please review! Next chapter will start to have some more drama and will include more of the marauders. Sorry they weren't really present this chapter.

I totally forgot to say this when I originally posted, but Happy New Year!