(A/N): Hey Guys! So, this is the next chapter, and still part of the pre-written ones. It's pretty short, but I hope you enjoy it nonetheless.

Disclaimer: I own nothing you recognise.

James

It wasn't much later before the door swung open, and we looked up to see Lily leaning against its frame. I would have asked why Leo hadn't warned us of her imminent arrival, but I already knew the answer to that- Elaine's hands were back in his hair.

Almost immediately, but with a little bit of reluctance, Elaine moved her hands down to Leo's shoulders before Lily could question the inhuman- but ultimately very charming- purr he was emitting.

"You didn't come back to the dorm room last night." Lily stated, and Elaine shrugged, smiling slightly as Leo readjusted so his head and shoulders were in her lap.

"I fell asleep in the boys room." She replied, and couldn't help but roll my eyes at the way Leo was smiling up at her as she stroked the side of his neck with a delicate hand.

"I figured." Lily said quietly, not sounding bitter at all, but I could see the almost bored look in her eyes.

"Hey Lilypad," I said, climbing off the bed and moving towards her. "Come help me get breakfast." I grabbed her arm lightly, so she could get away if she wanted to, and guided her out of the Room of Requirement and in the direction of the kitchens. "What's wrong?" I asked her as we entered the bustling kitchens, hoping that the banging and clanging of pots and pans would at least help to block us from Leo's hearing.

"Nothing's wrong." She hissed, wrapping her arms around her midsection, and I fought the urge to bundle her up in my arms.

"Except something is." I said firmly, and stared up at me for a second. "It's about Leo and Elaine, right? How much time they spend together?" She pursed her lips, and was silent for a second.

"And Remus." I paused for a second, shifting slightly.

"You think... what, that he's replacing you?" She shrugged tersely, and I knew I had hit the nail on the head. "Lilypad..." She cut me off, turning her back on me.

"I know Leo's in love with Elaine, but I thought... I still though that, you know, maybe I was still his best friend?" I frowned, not knowing quite what to say to that.

"You're one of his best friends." I reminded her quietly, and she nodded solemnly.

"Yeah, his third... he's still my best friend, and I just can't help by feel that maybe I'm not good enough." She cut off in a gasp as I threw my arms around her, one hand stroking her hair as the other attempted to rub soothing circles into her back/

"You're perfect, Lily." She was silent for a minute, before making a quiet little sound in the back of her throat, like she didn't believe me.

"I'm not perfect... but thank you, Potter."

(A/N): So, what did you think?

Please review and/or check out my other stories!