Sorry this one took so long! This one may be a tad rough because I beta'd it myself. My poor beta was unable to edit this chapter so it was all me. :) Hope you guys enjoy reading it as much as I enjoyed writing it!

Lily assumed it was a prank. She assumed that James and Sirius had bewitched their cloaks to glide menacingly across the grounds, that the first years who had come rushing through the front doors sobbing had simply been scared by the sight.

She was wrong. Standing, shivering, underneath the falling snow Lily cast a glance at Remus, who stood by her side. His eyes were just as wide as hers were, watching the hoard of advancing Dementors emerge from the forbidden forest and descend upon the school.

"Go get Dumbledore," Lily said quickly, pulling her wand from her jeans pocket and tightening her grip on the handle.

"Lily," Remus protested, moving so his body was between hers and the Dementors, "You can't possibly-"

"Go, Remus," Lily snapped, grabbing his arm and swinging him towards the school, "Get him. Now." He stood there watching her, conflicted, for a few seconds, then turned and ran into the safety of the building.

With a deep breath Lily turned to face the dark mob, advancing much more quickly than she thought they were able to. She pushed the sad, dark thoughts that they brought from her mind and narrowed her mind onto Remus laughing and her friends goofing around in their dorm after midnight.

She raised her wand, "Ex- ex- ex-" She couldn't get the words out of her throat. They were caught with a ball of fear and despair that was threatening to eat her whole, "Ex- ex-" She stopped again, a whimper breaking through and out past her lips.

"Lily!" James's voice crashed through the silence that enveloped her and then he was at her side, "Are you alright?"

"James," She breathed, pointing, "James-"

"I know," He answered, moving so their shoulders touched, "Together?"

Lily took a deep breath, her mind clutching to the warmth that spread from where her shoulder touched his. Images of his cocky grin and the way he said her name flooded her mind and with a firm nod she sucked steel into her spine.

She didn't have time to dwell on the fact that she couldn't get the nerve to conjure a patronus with thoughts of Remus and her friends, but when James was there she was brave and ready, she only had time to yell, "Expecto patronum!"

Beside her, James mimicked her action and Lily watched as her silver doe erupted from the tip of her wand, only to be joined by the colossal stag that came from James's. She sucked a gasp between her teeth, realizing with amazing clarity why James had acted so delirious with happiness when he had seen her patronus in the Three Broomsticks all those weeks ago.

Their complimentary patronuses tore across the snow, shouldering and jumping on the approaching threat. They were able to cut off the group considerably, but it seemed never-ending and soon Lily was tiring, as was James. When her doe burst at a Dementor and vanished James's stag reared of its own accord and James yelped with surprise It slammed its antlers against the Dementors middle until it spun away. Then the stag, too, disappeared.

"Where's Remus?" Lily asked suddenly, gasping with the effort of trying to produce another patronus, "I sent him to get Dumbledore before you got here."

"And he left you?" James asked, sending a thin burst of white at a Dementor that got too close, "He just went?"

"Calm down," Lily sighed, "I sent him away. Made him go."

James just shook his head and didn't respond, purposefully placing himself between the Dementors and Lily, "How are you feeling?"

"Tired," Lily said, moving around him so they stood side by side, "But you don't need to shield me."

"Yeah, I do," James argued, pushing her behind him, "Let me."

There was then a loud, "Expecto patronum!" from behind them and a massive phoenix flew over their heads, shrieking and diving. In a matter of minutes the Dementors had all spun away, scared off by the silver bird.

Lily looked to James, then, who smiled and said, "Yeah, a stag."

Lily bit her lip, her eyebrows coming together, "James-"

She was interrupted by Remus's heartfelt, "Lily!" With a quick snap of her head she turned to look at him, standing there beside Dumbledore, panting. He looked so sweet, so full of concern for her, that she hurried across the snow to throw her arms around his neck. His wound around her waist and he hugged her tightly, repeatedly asking if she was alright against her hair.

"Well," Dumbledore said, anger tinging his voice, "I believe I have a letter to write. The Minister needs to control his Dementors." The Headmaster swept away, his long grey cloak swishing and swinging as he tromped through the snow and back into the school.

Lily and Remus broke apart, and her eyes sought James. He smiled and strode towards them, sliding into the space between them and draping his arms over their shoulders, "Let's go to dinner."

"Good idea," Remus said with a chuckle, his arm stretching up to replicate James's gesture, "You two could use some chocolate."

"Tell me about it," Lily laughed, "And pumpkin juice-" She stopped herself, "Do you think there'll be pudding at the feast?"

"You and your pudding," James chuckled, "Come on." And so they went.

Winter passed quickly, after that, and there were four more incidents with Dementors breaking into the school grounds, no matter how many times Dumbledore tried speaking to the Minister of Magic. The man just kept insisting that he had nothing to do with it. There were also eighteen more deaths. All muggleborns in Hogwarts were living with slight fear in the back of their minds, a slight nudging that told them they could die any time, or that they would get a letter telling them that their parents had been murdered. They were safe, though, they had to be. They were in Hogwarts and there couldn't be a war brewing, it just didn't make sense.

So, near the end of the school year, in early June, they had their last Quidditch game of the year. The game where they played for the cup. It was a blessed distraction, what from upcoming exams and the pressure of the real world.

Lily stood in the stands with Remus on her left and Alice on her right. She and Marlene had fixed their little falling out and the girl was standing in front of them. Alice was clinging to Lily's arm, hissing and flinching at every movement on the pitch.

"Alice, calm down," Lily laughed, "We'll win."

"But, what if we don't?" Alice asked quickly, "I bet Joshua ten galleons on us. Lily, I don't have ten galleons!"

"Calm down," Lily repeated, "I'll loan you the money if we don't." Truthfully, Lily didn't have ten galleons either, but she trusted the Gryffindor team to completely murder Slytherin and even if they didn't, she would enjoy seeing Sirius and James "accidentally" rough up the Slytherin captain, who, unlike Joshua the Head Boy, was not very kind.

The quaffle sailed through the air as Frank Longbottom narrated the passes, "To Black, then Ashter, then Walker, then back to Black and-" He paused and as the reddish ball sailed through the middle post the entirety of Gryffindor house threw their arms in the air and screamed, "Gryffindor scores! It is now 65 to 50!"

"I told you!" Lily nearly screamed in Alice's ear, "I told you! We'll win!" With a laugh she caught Remus's face in her hands and kissed him, "Yes!"

Remus laughed too, smoothing her hair from her face, "We've only got the best team in Hogwarts history!"

Lily squealed in agreement and turned back to the pitch, only to see what seemed to be a raincloud moving slowly towards them in the distant sky. She pointed and leaned down to Alice, "We'll probably have flattened Slytherin by the time the rain starts!"

Alice laughed too, nodding frantically, "We are just that good!"

It seemed as though Frank had the same idea because he loudly announced, "Let's see if we can have this game wrapped up by the time the rain gets going!"

The school watched in anticipation as James soared high above the pitch, scanning the field, and Sirius dodged a bludger, only to have it flown back towards the Slytherin beater by Mary.

"I still can't believe she's on the team," Alice laughed, watching as their small ginger friend dipped and dove around on her broom, holding the small bat in her right hand, "It's fantastic!"

There was a rustling behind them and Lily turned, seeing Hestia holding a bag of muggle popcorn. She held out the bag with a smirk.

"Where did you get this?" Lily asked, taking a handful and popping a few into her mouth.

"Where do you think?" Hestia chuckled, then nodded towards the pitch, "Black has this massive stash of it in his dorm. I snuck in."

Remus looked quickly back at her, "You broke into our dorm?"

"Of course I did," Hestia laughed, "James has snuck into ours enough." She raised an eyebrow at Lily, "Remember that time in first year, when he put on that mask at Halloween and-"

Lily raised her hand, "I don't want to remember it, thank you." She looked back towards the pitch, her eyes finding the storm cloud easily; only to realize that it wasn't a storm cloud, "Dementors!"

Her scream echoed and had the teachers standing swiftly, watching the hoard of them begin to cross the school grounds. One of the cloaked figures rose up behind a dark haired boy with the number thirteen on the back of his jacket.

Lily leaned harshly forwards, intent on storming out onto the pitch, "James!" He turned around too late, coming face to face with the darkness underneath that hood. He paused for a moment, then fell backwards off his broom, plummeting towards the ground.

"Oh my God!" Lily screamed as Remus grabbed her around the middle and held her back, "Let me go!"

"No," Remus said firmly, "You'll get yourself killed. They don't care who they attack."

"He's falling," Lily yelled, her voice breaking, "He's your best friend!"

"Dumbledore has him," Remus said, pointing to the tall figure of their headmaster, whose wand was out and pointing towards James's dropping body. Eventually he slowed until he hovered above the grass, then he was gently deposited on the ground.

"Oh my God," Alice breathed, watching as the teachers sent out patronus after patronus. The Dementors began turning away and that was when Lily broke free of Remus's arms.

Lily pushed through the thick crowd of people and burst out onto the pitch. She dodged Madam Hooch's grabbing hands and ran until she reached James. She dropped down beside him, taking his face in her hands.

James's eyes shot open and he peered up at her, "Lily. Saving my life again?"

"Are you alright?" She asked quickly, "Please tell me you're alright." She smoothed a lock of unruly hair from his forehead and peered down at his upturned face.

"I'm fine," He laughed, "Perfect now."

Lily laughed too, letting go of him and rocking back on her heels. She felt hands on her shoulders pull her back and she watched as Professor McGonagall conjured up a stretcher underneath James. Two other members of the team picked it up and moved him swiftly across the lush, green grass and into the castle.

"You okay, Evans?" Sirius's voice floated over her shoulder.

She spun around and nodded, "Yeah. Are you?" Her eyes ran him up and down, checking for cuts or bruises.

"I'm fine," Sirius assured her, "No Dementor related injuries, I promise."

"Good," Lily smiled up at him, then caught a glimpse of a brown bobbing head over his shoulder, "Remus."

He came to a stop beside Sirius, a closed off look on his face, "Well?"

"Well, what?" Lily asked, her eyebrows coming together, she looked at Sirius, who shrugged, "Remus?"

"Get lost, Padfoot," Remus barked, when Sirius hesitated he repeated himself angrily. Sirius nodded, looking at Lily with confusion, and then jogged off after the stretcher.

"Remus, what's wrong?" She asked, taking a step towards him and reaching for his hand.

He jerked away from her, "This is wrong! All of it!"

"What do you mean?" Lily asked, "What are you talking about?"

"I'm talking about you and James!" He snapped, "You said that you two making up would change nothing between us. Well, it has. I am constantly competing with him."

"What?" Lily yelled back, disgust writing itself over her face, "You are not competing with him, Remus! You're not! How can you think that?"

"You're more worried about his well-being than your own!" Remus retorted, "You two have something-" He stopped himself, swallowing, "Something I can't touch." His voice was soft again and his eyes were drawn down in a way that made her chest ache, "You two have this weird soul mate thing going on and no matter how hard I try, no matter what I do, I will never measure up to him."

"Measure up?" Lily breathed, "You're not in competition. James is my... friend. And you and I are together."

"You've never even called me your boyfriend, Lily," Remus reminded her, "And I am in competition. I really am. I tried for so long to win you over for good, but, it's always going to be him for you. You even have complimentary patronuses for Merlin's sake." She didn't respond, just stared at him and waited, "I can't do this anymore. I can't spend every moment we're not together trying to find ways to one-up my best mate. I love you dearly, Lily. I always have, but, you and James-" He stopped, then cleared his throat, "I don't want to hold you back from that."

"Okay," Lily answered softly, dropping her gaze to the bright green of the pitch grass, "I understand."

"We will always be friends, Lily," Remus told her, placing his hand on her shoulder, "You know that, right?"

Lily laughed, "You're giving me the friends card, Remus?" She looked up into his face and sighed, "I know."

"You are the kindest person I know," He nearly whispered, "You were there for me at a time when no one else was. You reacted better than anyone I've ever met."

She laughed, "Okay. Thank you, Remus."

"For what?" He asked, his voice turning miserable, "I've just broken up with you."

"You did it because you think it's best for me," She smiled, "You're a really great guy."

He shrugged, "I do my best," He looked back across the pitch, "I'm going to go and eat. Go talk to James."

"I don't think I can do that right now," Lily answered, "But, I will, soon."

"Okay," He answered, patting her shoulder softly, "See you around." Then, he left, walking across the pitch through the bright afternoon sun, his hands in his pockets and his head turned down.

Lily didn't follow, she simply sat down in the grass and cried.

James wasn't let out of the hospital for a whole week and Lily didn't go to see him until the very last day of his stay. She slipped into the wing early on Sunday morning and was waved through by Madam Pomfrey, who had a very happy smile on her face as Lily walked past.

She moved around the thin grey curtain and spotted James, sitting up in his bed with his head lolled back and his eyes wide open.

"James?" She said softly and his head snapped forwards, "How are you feeling?"

"Fine," He answered, shrugging, "Where have you been?"

"I, um," She sighed and shook her head slowly, "I don't really want to talk about it."

"I know about you and Moony," He told her, leaning forwards until his elbows landed on his knees, "I was just wondering where you'd been."

"Around," Lily laughed, "Class and stuff. School doesn't stop just because James Potter is out of commission."

"Funny," James said with a smirk, "I thought it did." He patted the edge of his bed, "C'mere. Tell me what's wrong."

"You know what's wrong, James," Lily said, ignoring his plea for her to sit by him and leaning against the small table at the end of his bed instead, "I'm sad. That's all."

"Was he rude to you?" James asked and Lily saw his fists clench, "When he broke it off?"

"No," Lily said quickly, "This is Remus we're talking about."

James nodded slowly, "Why? He's completely infatuated with you," He paused and cleared his throat, "He had you, why would he end it?"

"He didn't tell you?" Lily asked and nerves bubbled in her gut. She would have to, now, because if she didn't James would assume that Remus had been awful to her and that she was protecting him.

"No," James said and pulled at that damn lock of hair again, "He just said you two were done. That he had ended it. He mentioned it in passing, basically."

"Really?" Lily asked, surprised, Remus really did want her to talk to James about everything. He really did believe they had some 'soul-mate thing' going on.

"Yeah," James shrugged, "It was weird. Why, though? Tell me, Lily."

She sighed and looked down, focusing on running her fingertips across the table's smooth surface, "He said he didn't want to be in competition with you anymore."

"We weren't in-"

"I know," She cut him off, "That's what I told him. But he said-" She stopped and took a deep breath, "He said that we had something he couldn't touch. Said that no matter how much he tried, it would always be you for me."

James was silent and when she looked up at him he had the most tender, elated look on his face, "Do you agree with him?"

That was the question she had been dreading. What was she supposed to say? Yes, James I think I may be completely smitten with you. That was an option, one that was truthful, but then what? She couldn't just jump into a relationship with him right away, despite whatever it was she felt for James her heart still ached at the thought of not having the easy companionship that came with being with Remus. If she were to agree to date James; their whole relationship would be unpredictable and crazy and passion filled. She would have no semblance of control whatsoever, neither of them would. They would be a time bomb, just waiting to explode and hurt everyone around them. But, in truth, Lily thought that she was willing to risk that.

"Lily?" He asked softly, "Do you?"

She opened her mouth to answer, but all that came out was a soft sigh, a wheeze really, "I don't know, James." She pushed her hair back, "I've just broken up with Remus and Merlin it hurts. But-" She stopped and mentally prepared herself. You can do this, Evans. Say it. "I can't deny that there's something between us anymore."