A/N: Happy Mother's Day to any mothers out there! And a happy mother's day to Lily, who didn't get enough time being a mother (oh no, I made myself sad).

Flashback takes place during fifth year.

Chapter 7: Of Mascara Tears and Failing Maps

"So there we were, running for our lives," James said, his voice strained from laughter, "when Sirius decides it would be a good idea to charm his sneakers to make him run faster." His arms were flailing enthusiastically as he tried to convey to his audience of Lily and the house elves just how hilarious the situation was.

"Oh, Merlin," Lily laughed. Her face was bright red and her eyes were clamped shut. "What happened then?"

"The idiot flung himself right into a wall. BOOM. Broken nose." This resulted in another burst of laughter from the listeners but James wasn't done yet. He waved them all down while trying to control his own chortles. "That's not even the best part! His shoes are still charmed, right? So before he even has a chance to properly pick himself off the floor he's off again. Shoots off down the hall and falls down the stairs, toppling Filch in the process."

At this point, James could no longer control himself. He banged his fist against the table he was sitting at and made huge, noiseless gasps. Several of the house elves stopped working entirely, as they were engrossed in the story. Lily was beside herself; her face, hidden behind her hands, shook violently and she was laughing so hard her shoulders were heaving with every breath.

"Then what, Mr. Potter, sir?" one of the elves asked.

"I did what any good friend would do," James said. "Got the hell out of dodge and made a break for it while Filch was distracted. Got away scot-free."

They all hooted with laughter once more.

"That's awful," Lily said but she was still far too jubilant for it to have any meaning. Mascara was running down her face.

"Eh, he would have done the same to me. Serves him right for being such a dumbass."

"How much trouble did he get in?"

"Only a week. Probably would have gotten less 'cuz Filch knew he didn't work alone but Sirius wouldn't rat me out like that."

"Even after you left him like that, he wouldn't tell on you?" Lily asked with wide eyes. James was having difficulty taking her seriously with her makeup all messed up.

"'Course. There's a code, Evans."

"Oh, right. The Marauder's code." She rolled her eyes. They grinned at each other while the house elves scurried off to continue their work.

"You got a bit of makeup," James said, pointing to her mascara-stained cheeks.

Lily looked down and began rubbing at her face. "Sorry," she squeaked. "You made me laugh so hard I started crying."

"I'm always here to entertain," he said solemnly.

"Is it better," she asked, looking up to meet his eyes. James made an effort not to laugh; she managed to make it even worse.

"Here," he said, pulling out his two-way mirror from his pocket and handing it to her.

"You keep a mirror in your pocket," she asked with raised eyebrows.

James froze. Of course she didn't know he had a mirror that let him talk to Sirius. Figuring it would be best to keep it that way, James shrugged and said, "It takes hard work to look this good. Not everyone can look as flawlessly beautiful as you without any effort."

"Oh please," she said. James was pleased to note the blush that was creeping onto her face. "As if I look flawlessly beautiful right now." To prove her point, she fluttered her eyelashes at him.

James smirked. "Okay. Maybe not flawless." He used his sleeve to wipe her face but it didn't make any difference. "But certainly beautiful."

Lily looked at him with a small smile on her lips before she rolled her eyes and looked into the mirror. "You think you're so smooth," she said. She dunked a napkin into a cup of water and began rubbing her face with it.

"Aren't I?"

"Not at all."

"Fine. Then I'll never call you beautiful ever again."

"Hey, let's not do anything rash, now," Lily said. She brought her hand down from her face. The black was much less defined. "I guess this'll have to do for now," she sighed. "Thanks for the mirror."

"Anytime."

"I have a question." Her shoulders hunched and she wouldn't look him in the eye.

"Ermm," James said, taken aback by her sudden change in demeanor. "Okay…"

"I…well…" she stuttered nervously. James' imagination went off; he pictured her confessing her intense feelings for him and pushing him against the table, taking him then and there, house elves be damned. "I was wondering if you would teach me how to fly?"

"What?"

"It's just, I haven't been on a broom since first year and it looks like so much fun."

"And you figured you'd ask the best flier in the school," James said, puffing his chest out proudly. "Can't blame you."

"That's not… You're alright, I guess."

"Alright? I'm the best bloody quidditch player here! I'm definitely getting captain next year."

"Careful, Potter, your ego is showing."

"If I'm only alright, why would you bother asking me," James asked defiantly.

"Because out of all my friends, you're the best. Happy?"

James wasn't sure he heard her correctly. She had never, never referred to them as friends before. He considered her to be a good friend but the few times the subject came up, she furiously denied any sort of permanent relationship between the pair.

"So we're friends, are we?"

"What? No. I just meant—people that I talk to. You are a person I talk to who happens to kind of know what he's doing on the quidditch pitch."

"You really are incapable of giving me a compliment, aren't you," he teased, ignoring the sinking feeling he felt in his stomach.

"You don't need anyone feeding your already oversized head."

"Ouch. Is that really any way to treat someone when you're asking for a favor?"

"It is when that person is you."

"You're real mean to me, Evans. Maybe I should say no just to teach you a lesson," James said, plucking his last treacle tart from his plate and shoving it in his mouth.

"Ah, but I happen to know you are incapable of turning down such a request," Lily said archly.

"And how would you know that?" James asked with his mouth full, making it sound more like "an' 'ow woo' oo know 'at?"

"Because you love quidditch and you love flying and you love me."

James stared at her blankly, his cheeks puffed out with treacle tart and his lips slightly pursed. He swallowed thickly, the treat a tad too sweet for him at the moment, and tried to organize his thoughts into something coherent.

Lily, for her part, looked perfectly calm, tracing the rim of her cup with a pinky. Her small smirk made James think she was only teasing him so he took a rather generous sip of pumpkin juice and forced his heart to calm down.

"Okay, you got me. I'll teach you how to fly. But you have to wait 'til after the game next week."

"I wouldn't expect anything else of our star quidditch player."

"Don't mock me, Evans. I could always change my mind."

"Now why would you do that? I'm giving you an excuse to show off how talented you are."

"Quit being mean. And give me one your treacle tarts. I finished all mine." James reached for her plate but Lily swatted his hand away.

"Oi, you've had enough. It's not my fault you couldn't pace yourself properly. Plus, we wouldn't want our star quidditch player getting sick from too many treacle tarts."

"Pleeeease," James begged, making puppy dog eyes at her. His begging face wasn't nearly as good as Sirius' and the glasses ruined the effect somewhat but it always seemed to work whenever he used it on Lily. "Just one?"

"Fine," Lily sighed. She dropped a tart into James open hands. "You're going to get sick, you know."

"That is a risk I am willing to take in the name of deliciousness."

o0o0o0o

James stumbled into the common room, sore and exhausted, after a brutal quidditch practice. His eyes swept over the mostly empty room, lingering at the warmly lit fire for a moment before resting on his friends tucked away in the corner. Their backs were all toward him and they were huddled over a small table. James wanted nothing more than to pass out in his bed but he knew their plans were far more important so he ambled over to them.

"What about instead of dots with their names, we think of a way to show what a person's doing," James heard Sirius suggest.

"Yeah," Peter agreed excitedly, nodding his round face enthusiastically. "Then we would know exactly what everyone was doing!"

"Don't you think that's a bit stalker-y," Remus asked.

"But think of this, Moony: we could watch girls take showers," Sirius said.

"There is something wrong with you," Remus said, shaking his head.

"You mean you wouldn't want to see a girl naked for once in your life?"

"You've never seen a naked girl either, Padfoot," James chimed in, plopping in the seat next to his best friend. There was a huge pile of sandwiches on the table next to a seemingly blank piece of parchment. James eagerly grabbed for one.

"Neither have you."

"I think it's safe to say," Remus said. "That none of us have ever seen a naked girl."

"Which is why we should use the map to—"

"We're not going to spy on people! The map is just to make sure we're safe," James said.

"Yeah, so you're telling me you wouldn't want to see Evans rubbing soap all over herself in the shower?" Sirius said. James looked down at his lap. He didn't tell his friends about the fight they had the other day; his pride was still too wounded to admit to it.

"Who's seeing me in the shower?"

The four boys whipped their heads around and blurted in unison, "No one!" That girl always had the worst timing. James reached over and pushed the map out of sight.

"Right… what are you up to?" Lily asked. Her face was cut-free and her skin looked pinker, less washed-out.

"Nothing," Remus said quickly. "So, they released you from the hospital wing?"

"Yeah, I just got out a few minutes ago."

"I'm glad," Remus said kindly. "How are you feeling?"

"Much better, thank you" she smiled.

"You look fantastic, as always," Sirius said.

"Thanks. Though I'm sure I'd look even better in the shower, right," Lily asked playfully.

"Obviously," Sirius replied without missing a beat. "That pretty much goes without saying."

"Why aren't you at dinner," Peter asked, waving a cucumber sandwich for emphasis.

"I already ate in the hospital wing," Lily said. "Plus, I think I need one more night of peace before I face the rest of Hogwarts. Apparently, everyone's been talking about what happened and I don't feel like dealing with all the rumors just yet."

"Do you need anything," Remus asked. "We have plenty of sandwiches."

"No, really, I just ate. But thank you."

She stood there in awkward silence for a moment, staring at James who was looking everywhere but at the pretty Gryffindor standing before him.

"Well," Sirius said, "we need to get back to business, so if you don't mind…"

"Actually, I was wondering if I could talk to you, Potter, for a moment," Lily asked hesitantly, looking wearily at James.

He really had no urge to talk to her but turning her down would be rude so he reluctantly agreed. When she didn't say anything more he said, "What did you want to talk about?"

"Can we talk in private?"

James looked at her, exasperated and annoyed, but shrugged in assent. As he rose out of his seat, Sirius nudged him and raised his brows suggestively, earning himself a slap in the back of the head from James.

Lily and James walked a few paces away from the boys before Lily turned to him. They were still well within earshot of the other marauders so James had no idea why he had to get up for the conversation but he played along.

"Look, I just wanted to apologize for the other day," Lily said.

"The other day," James asked, pretending he had no idea what she was talking about.

"Yeah, when we fought in the hospital wing. We both said some things and… I didn't mean to upset you."

He looked at her incredulously. Of all things to apologize for, she didn't mean to upset him? She wasn't taking back any of the things she said; she only regretted the way James reacted. The anger James was able to repress the few days she was injured began to bubble towards the surface, infecting his blood with a heat so strong he was surprised he hadn't burst into flames.

"It's not a big deal. You didn't upset me," he said with a forced calm.

"It seemed like it," Lily said, playing with the hem of her sleeves.

"You didn't," James repeated.

"You didn't come visit me after that. And, no offense to Marlene, but you're a much better note-taker. I could have done with them for my other classes."

"I was busy, sorry. Besides, you told me I shouldn't have taken notes for you…"

"Okay," she said, pushing a strand of hair behind her ear. "Well, I just want to make sure we're good."

"Yep," James said. "Never better."

"Good. I'm glad."

James glanced at his friends, who were all staring at him in shock. "Would you want to meet tomorrow to go over whatever you might need help with?"

"That'd be great," Lily said warmly.

"I can't exactly help you with Arithmancy but everything else is fair game."

"James Potter, you are a lifesaver."

He was a lifesaver. Not a friend, not someone Lily cared about, but a lifesaver.

"That's me. Lifesaver extraordinaire," James said, his voice overly cheerful. He hoped she couldn't tell how fake he sounded.

Lily laughed and it sent a jolt through James' body. He was frustrated that something as inane as her laughter still had such an effect on him. It wasn't even that nice of a laugh—loud and shrilly. Pretty annoying, really.

"We have Transfiguration tomorrow. I was thinking maybe we could meet with McGonagall after to talk about that tutoring thing you mentioned?" Lily said.

"I'm busy," he said shortly. Lily looked taken aback by his attitude. "Maybe you could talk to her yourself. I already know everything I need to about it so you can just tell her we'll do it and ask any questions you have."

"We can just go to her another time if you're busy. I don—"

"It's fine. We don't need to send two people just to accept."

"Okay," she said uneasily. "I thi—"

"Look, we were in the middle of something really important so I should probably get back to it."

"Talking about seeing me in the shower is important?" She was teasing him. Typical flirty, playful Lily behavior, saying something both suggestive and innocent. She was letting him know she honestly didn't care whatever she overheard them talking about; she was just joking around. Yet for some reason the familiarity she spoke with struck a nerve with James and his temper flared.

"You came at a bad time. It's important, secret marauder business and seeing as you are neither important nor a marauder, you should probably get going."

"Wow," Lily said with wide eyes. "Ouch."

"I'll see you tomorrow in the library," James said. He strode over to the table and sat back down in his seat, not even bothering to spare Lily a second glance. The four boys sat quietly, listening to the sound of Lily's shoes retreating up the stairs. They waited until they heard her door close before making any move to speak again.

"Anyway," James said. "Back to the map. We're not—"

"What the bloody hell was that," Sirius interrupted.

"What?"

"You practically bitchslapped Evans!"

"I didn't bitchslap her. I didn't even touch her."

"You didn't need to."

"Can we just get back to the map?"

"No way," Remus said. "Clearly we missed something."

"And as your very best mates, you're obligated to tell us," Sirius said.

"You do realize you sound like a bunch of girls, right?" James said.

"Irrelevant."

"You're changing the subject," Remus said.

"Did you and Evans get into a fight," Peter asked.

James sighed and hunched over, resting his head in his hands. "Yes," he said. "Evans basically said she doesn't like me and wouldn't care if something bad happened to me."

"Stop exaggerating," Remus said. "What happened?"

"I'm not exaggerating. She told me I shouldn't have visited her because she wouldn't have visited me if I almost bled to death."

"What the hell did you say to elicit that response?"

"I didn't do anything! I just asked her what happened and she went off on me!"

"She seemed fine when we visited her," Sirius said.

"Yeah, about that. Why did you guys go without me? You deliberately made me wake up late just so I wouldn't come with you."

Sirius shrugged. "Figured you would want to see her by yourself and it would have looked desperate if you visited twice in one day."

"Apparently I looked desperate regardless," James said bitterly.

"I'll talk to her tomorrow," Remus said.

"No, don't," James insisted. "It's not worth it. I'm over it."

"Yeah, sounds like you don't care at all," Remus said sarcastically. James glared at him.

"We are supposed to be working on the map. I didn't skip my usual half an hour post-quidditch bubble bath to talk about why Evans is the worst." The best part of being quidditch captain, other than the fact that when they won the cup (because they would win, James was sure of it) he would be responsible for it, was that he had access to the Prefects' bathroom. There was nothing quite like relaxing in that huge bathtub after a long practice.

"Ew, you didn't bathe," Sirius asked, scrunching his nose and shifting away from James.

"I took a crappy shower. Trust me, you would know if I didn't wash up after practice."

"Oh, we know," Sirius said. "All too well."

"Remember how you didn't want to use the locker room showers your first few weeks on the team," Remus laughed. "Ugh, I thought you were going to kill us."

"Nearly did kill Wormtail," Sirius said. "I thought he was going to pass out when you shoved his nose into your nasty pits."

"I still stand that it was uncalled for," Peter said.

"You told me I smelled bad," James defended.

"Which you did," Remus said.

"What is this? Gang up on James week?"

"Nah," Sirius said, flicking his hair back with a jerk of his head. "That's every week."

"You know, we'd run the risk of seeing Snape in the shower," Remus said, bringing the conversation back to the map.

There was a pause as each marauder tried to push the image out of their minds.

"Dots it is then," Sirius said.

J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L

With the map newly finished, the four pranksters decided to give it a test run. They had to retreat into their dorm room once students came back from dinner and then waited in there until the map declared the common room empty. They took note where McGonagall and the two heads were patrolling and slipped out of the common room without James' invisibility cloak. Remus tried to argue to bring it just in case something went wrong but James was so confident in their work, he refused to listen.

It was meticulous work, jinxing every suit of armor in the castle. The fear of waking any of the paintings warranted them to walk slowly and quietly, a feat the boys were not quite capable of.

"Why don't we split up," Peter whispered. "It would go faster."

"We only have one map," James said.

"Oh yeah."

"It wouldn't be taking so long if you could get the spell right," Sirius said.

"I'm trying. It's a lot harder than you guys make it look."

"No worries," James said. "We have all night and the map will keep us safe. Just focus on getting it right."

They continued down the corridor, stopping at each knight to dress them up and charm them to start singing in the morning. It was a favorite of theirs, especially since James figured out a way to keep the spells intact until the correct password is spoken. This time they used, "hasta manana, say we'll meet again." They found it appropriate as the armor were being forced to sing songs from some muggle band Sirius loved named ABBA and they had plans to do it again in a few months.

Remus was just putting a wig on one when he stilled, his arms in midair. "Did you hear that?"

"I didn't hear anything," Peter said nervously.

"Prongs has been checking the map," Sirius said. "He would have warned us if someone was coming."

"Yeah," James said, glancing at the map once more. "Christine is still two floors away. We have time."

"I could have sworn I heard someone coming down the stairs," Remus said.

"You're just paranoid," Sirius said. "Hurry up if you're so nervous."

Remus hastily threw the wig onto the armor, not bothering to straighten it when it fell lopsidedly on the helmet. The dimly lit halls cast harsh shadows on his face, highlighting his scars and aging him quite a bit.

"Guys? A little help?" Peter squeaked. James turned around to find Peter's arm trapped in the fist of the armor he was trying to jinx.

"How did you manage that one," Sirius laughed.

"I dunno," Peter said, pushing against the armor in attempt to free himself. "I can't get out now."

"Alright, Prongs, you keep watch. Moony and I'll free him," Sirius said.

Sirius and Remus set to work; Remus held the arm, ready to pull it away from Peter while Sirius tried to pry the fingers apart. They weren't even pretending to keep their voices down as Peter made a scene about how he was going to spend the rest of his life stuck to the armor and Sirius kept letting out a string of curse words. James anxiously kept his eyes glued to the map, all too aware of how much noise his friends were making but no one seemed to have heard them.

"Well, well, what have we here?"

James froze in horror as Filch's clammy voice flooded the hall. He scanned the map, desperately trying to find Filch's dot but it wasn't there. "Mischief Managed," he muttered quickly before shoving the parchment in his pocket.

"Oh, you know," Sirius said. "Just hanging around. Trying to rescue a friend. Same old business."

"That's the fourth time I've caught you this year," Filch said proudly. "Dumbledore'll have you up in chains when I tell him."

James caught Sirius' eye and made a face. Filch was constantly threatening to hang them by their toes in the dungeons but hadn't yet followed through with that particular punishment.

"Come with me," Filch said gleefully. "I'll write you all up."

"About that," Sirius said. "Peter can't follow you. He's stuck."

Filch eyed the plump boy with malice. "So cut his arm off."

Peter squealed, frantically trying to pull his arm out of the armor's stubborn clutches. As Filch began to advance on him, James panicked and shot a severing spell on the armor. There was a loud boom and a burst of smoke. Property damage was going to cost him at least an extra detention.

"RUN," Sirius yelled. The four boys shot off down the hall, sprinting for their lives, the detached hand of the armor still clinging to Peter's forearm.

"You realize Filch knows who we are," Remus wheezed once they made it to the safety of the common room. "He'll still write us up."

"So?" Sirius said. "Did you see his face?"

"Priceless," James added. He felt a bit guilty getting detention just days after McGonagall praised him but he wasn't going to let that affect him. "Something's wrong with the map, though. Filch didn't show up on it."

"Damn," Sirius said. "I really thought we had it this time."

"Can't we worry about that another time?" Peter asked, waving his armor-bound arm around. "I can't feel my fingers!"

J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L J&L

"Are you sure you want to go," Sirius asked for the hundredth time that evening. James was getting ready to meet Lily in the library and was growing more and more frustrated with his friends, who were clearly against the idea.

"Yes," James said, hand still on the doorknob. "I'm sure."

"We still have loads to work on with the map though," Remus said. "Are you really choosing Lily over the map?"

"I'm not choosing Lily over anything!" James snapped. "I promised her I would help her tonight and it'd be a dick move to cancel on her now. It's not like I'll be any help with the map, anyway. Until we figure out what went wrong there's nothing I can do. And I can just as easily think of reasons in the library as I can with you lot."

"But I'll miss you," Sirius said.

"Ok, did I miss something? You guys are always pushing me and Lily together. Why don't you want me to go?"

Peter, who had been strategically quiet, unwilling to choose a side in the argument, looked down at his hands and began twiddling his thumbs.

"We just think it'd be more… prudent if you waited a bit before you saw Evans again," Remus said.

"More prudent?"

"You nearly bit the girl's head off last time," Sirius said.

"Maybe you need more time to cool off," Remus added.

"I am perfectly cool," James insisted. "I'll see you later. Work on that map."

James strode out of their dorm, slamming the door behind him. His backpack, filled to the brim with his textbooks, cut into his shoulders as he made his way to the library. He was determined to show everybody that Lily's words had no effect on him.

Lily was waiting for him at their usual table, her hair sloppily piled on the top of her head. She looked through a stack of notes laid out in front of her as she absent-mindedly twirled a loose tendril of hair.

"Hey," James greeted as he took a seat opposite her. She looked up and a huge, beautiful smile bloomed across her face.

"Hey," she said. "I wasn't sure if you were coming."

"I said I would, didn't I?"

"Yeah, but I can't help but feel like you're mad at me."

"Nope," James said, unzipping his backpack slowly. "Not mad. So, do you have any questions about any of the notes?"

"Erm, yeah," Lily said. She rummaged through the mass of notes before finding the page she was interested in. "I was wondering if we could start with Defense first?"

"Sure."

Their conversation stayed solely on academics. They managed to get through DADA fairly quickly—with very little additional input from James—before moving over to potions. There were a few times where Lily tried to make a joke or bring up a story but James was already giving up his own time merely to help her and he wasn't in any mood to talk about anything other than school.

"Can we meet up tomorrow to go over charms and transfiguration? I thought it'd be easier to save those two for last," Lily asked as she started to put her things away.

"I have quidditch tomorrow so I can't."

"Oh. Well, I know we both have free together so we could always meet then."

"I have plans already."

"Okay. Maybe we can figure out another day while we snack on treacle tarts? I haven't had one in ages."

"Sorry, I'm meeting with my friends in a few. I can try to meet with you in two days. We can go to the kitchens another time," James said, having no intention of ever going to the kitchens with her again.

Lily sighed. "Potter, I already apologized. What more do you want from me?"

"I don't want anything from you, Evans," James said. "Really, I don't. We're not friends and that's fine but I put my friends above everything else. So I'm not going to cancel on them just because you want to sneak into the kitchens. You don't need me to do that."

"Grow up, Potter. Just because I don't worship you—like you seem to think everyone else at this school does—doesn't mean you have to be all pissy with me."

"I'm not mad at you, Evans. I understand what you said the other day, okay? I never really knew what you meant when you would say we weren't friends but now I do. And I'm acting accordingly, which is what you want. Isn't it?"

"No. Yes." Lily closed her eyes and shook her head briefly. "You're right. You're absolutely right. We don't have to go to the kitchens. But if you don't mind, I'd actually like to talk to you about my meeting with Professor McGonagall today."

James pushed out his chair and stood up. "We can walk and talk, I suppose."

"Great," Lily said, hopping out of her chair. "So, I told her we were interested in doing it and she gave me a bunch of forms we have to fill out to get it officiated and then I have a list of students who need help. We have to get students to sign up to tutor them but I can do that no problem. We should probably give the sign-up sheets about a week before we start pairing students up."

"Sounds good."

"I asked her loads of questions so if you need to know anything you can just come to me for help."

"Okay, thanks Evans."

Their footsteps echoed eerily throughout the halls after the discussion died off. Lily made a few attempts at small talk but they all fell flat. It was a relief when they finally reached the common room.

"I'll see you around," Lily said.

"Bye," James said curtly, heading straight to his room to go see people who actually appreciated his presence.

A/N: It's been over a month! I am SO sorry. I must have re-written this chapter at least 3 times. Thanks for all the love and support!