DISCLAIMER: I DO NOT OWN HARRY POTTER OR ANY OF THE CHARACTERS

You're WHAT?"

"I'm animagus, Lily." James said, warily backing away from the glaring red-head. He knew from 6 years of experience that Lily Evans had a huge temper. Especially for such a small girl. He had often been the victim of that temper, though, admittedly, he was also the one that caused it. "So are Sirius and Peter. You know that Remus is a werewolf, and we became animagus in fifth year because we saw how much he was hurting himself on the full moon. When we are there as animals, we can calm him down and keep him company."

"I can't believe this! That is so stupid!" Lily yelled, then she paused, cocking her head to the side in confusion. "Wait, why hasn't the Ministry tracked you down yet? You're all underage, it's not allowed."

James cringed slightly and moved back a few more steps to get out of her hitting range. The girl had a mean arm. "Well…we're not really registered–"

"You're animagus ILLEGALLY?!" she shrieked. Her green eyes flashed.

"Yes! What did you expect, Lily? We never really obeyed the rules, and just like you said, if we were registered, the Ministry of Magic would know about it, and therefore, they would know about Remus. We couldn't do that to him."

"I can't believe this…you…" words seemed to fail her, she was so angry.

"Why are you so mad?" James said, exasperated.

"BECAUSE! You're Head Boy and supposed to be responsible! Because you kept this from me! You lied to me! Just when I thought you had deflated your head, James. Just when I thought that we could be friends. Just when I think that I might-" she stopped suddenly.

"you might what?" James asked quietly, hoping, with all his heart that she was going to continue. "You think you might what?"

She shook her head, looking at the floor, hiding the tears that were building up in her eyes. "I can't believe you James. I thought we were friends."

"We are! We have been getting along great for the whole year! We are Head Boy and Girl, we share a common room! We have to be friends. We are friends!"

"No we're not! Friends don't keep secrets like this from each other! It just doesn't work!"

"I'm so sorry, Lily. Really I am." James was almost begging at this point. He didn't want to lose her. Not again. They had been getting along great. Not one fight in over three months! That was a record.

They had been on first-name terms since the beginning of the year, when Lily had agreed to giving friendship a try seeing as they were the Heads together. They had gotten really close. Until Sirius let it slip at lunch that he and James had to help Remus that night, because it was full moon. So James had no choice but to tell Lily everything. That had not exactly gone to plan.

"You have to understand, it wasn't really my place to tell. I wanted to tell you ages ago, but I needed to get Moony's permission first. We did all this for him. You don't know what it's like for him."

Lily sighed quietly, and finally looked up at him. He was shocked to see that her emerald eyes were shining with unshed tears. In his opinion, it only made her look more beautiful, but he was too afraid to admit it out loud. "I know I don't, Potter." A spear went through his heart from the way she spat his last name, "and I'm sure that you, Sirius and Peter are very good friends to him. It's just obvious that we can't be."

With that, she turned and walked out of the Heads common room, leaving James standing there, stunned as she slammed the portrait.

…………

Lily leaned against the portrait, her tears finally overflowing. She attempted to walk to the Gryffindor common room, she really needed her friends right now, but she didn't get very far before her misery got the better of her. She slid onto the floor, and sat sobbing quietly. She didn't even know why she was crying. Sure, she was mad at James for not telling her that secret earlier, but she understood how much pain Remus went through in his transformations and she was amazed at how loyal James, Peter and Sirius were to their friend.

It hit her then, why she was crying. She was worried. She was worried that Sirius, funny, carefree, playful Sirius, would do something stupid and get himself hurt. She was worried that Peter, shy, quiet Peter, would get injured somehow maybe trying to keep up with James and Sirius. She was worried that Remus, dear, book-loving, studying Remus, the only Marauder she had always liked, would hurt himself, or one of the other three, and not be able to recover. But most of all she was worried for James. More then worried. She was scared. Scared that he would do something stupid, or something incredibly noble, trying to save a friend, and get himself hurt. And she knew that she would not be able to live with herself if he did. But why?

Because you like him, silly.

She shook her head, trying to get rid of the thought. She knew that she liked him more then a friend and it was that thought that scared her more then anything else. She knew that he used to fancy her, but she hated him too much to care. But now, after getting to know that good side of him, she discovered that he really is a great guy, and she started to like him more and more, but he just seemed to like her as a friend. But now, her feelings were so strong, she was pretty sure she was in love with him, and then he goes and drops a bombshell on her…

Her tears had dried, and she got up off the floor, wondering how long she had been sitting there. She turned towards the Gryffindor common rooms when she heard the portrait to her own common room open. James was leaving. She peeked around the wall to see him step out of the portrait hole, then stop and sigh. He shook his head, and mumbled something to himself. Then he started towards the grounds.

"James," Lily breathed, knowing he wouldn't hear. "Be careful."

James sighed and shoved his chocolate waffles aside and let his head hit the bench with a thud, ignoring the pain it caused. It had been ages since his fight with Lily, and she still wasn't talking to him.

"You alright, mate?"

"Does it look like I'm alright, Sirius?" James snapped. The four Marauders were sitting in their favourite meeting spot in the whole castle, the kitchens, enjoying delicious desserts of their choice. It was past curfew but with James's invisibility cloak and The Marauders Map, they always went to the kitchens for extra dessert and never got caught.

"Well sorry for caring." Sirius grumbled.

Remus laughed, "Ignore him, Padfoot. He's just all moody because Lily is still ignoring him."

James groaned again, but Sirius, taking Remus's advice, ignored him. "Oh. How long has it been since she talked to him?"

"'Bout a week." Peter piped up.

"Nine days, four hours and twenty two minutes." James murmured to the counter.

"You're counting the minutes?" Sirius laughed quietly, "Prongsie, you've got it good."

Remus snorted into his ice-cream sundae, "Of course he does. He's been mad about Lily since first year. Can you remember a time when he didn't like her?"

There was a brief silence as Sirius and Peter considered, racking their brains. But they soon came to the same conclusion. "Nope."

Remus grinned triumphantly.

"Why is she ignoring you anyway James?" Peter asked, "You seemed to be getting

along fine."

"Wormtail's right, mate. You and Evans were getting along swimmingly." Sirius said, then put a spoonful of ice-cream and sprinkles in his mouth before continuing, "Wha' 'upid ting did 'ou thay now?" the others were so accustomed to him speaking with his mouthful that they understood him perfectly.

James murmured something that nobody could understand because his face was still pressed against the metal counter.

"Sorry, Prongs didn't catch that." Remus smirked.

"I said," James muttered, finally lifting his head off the counter, "I told her that we were animagus."

Sirius gasped, and Peter almost spat out his cake, but Remus didn't even look up from his sundae.

"You told her? WHY?" Sirius said, aghast. Peter nodded quickly.

James rolled his eyes, "Because she knows Remus is a werewolf and I couldn't keep lying to her. She noticed me disappearing every full moon, and I couldn't keep coming up with explanations. Not to mention you and your big gob at lunch that day." He glared at Sirius, who was unaffected.

"Moony, did you know about this?" he said, turning to Remus.

He shrugged, "Yeah, James asked my permission to tell her, and confirm that she was right about me."

"So you told her, and she got mad?"

"Obviously, Pete, keep up!" Sirius said, hitting him lightly on the head.

"But…why?" Peter persisted, "Why was she so mad?"

James sighed, "She said something about betraying her trust, and something about being friends…I don't know."

"Go talk to her, James." Remus said.

"You think I should?" James asked, "I'm worried she will try to bite my head off."

"I wouldn't be surprised." Sirius laughed, but shut up when he caught the glare James was giving him.

Remus ignored him, "Do you want her to keep ignoring you?"

"Of course not!" James yelled, "It's driving me crazy!"

"Then go."

James grinned, shoving back from the counter. "Thanks Moony! You're a genius." he shouted back over his shoulder as he ran for the door.

Remus just laughed, "of course. Why else do you keep me around?" then he turned back to his melted sundae.

Sirius put his hand on his heart dramatically. "Awww! Jamesie is in love!"

"Way to go Captain Obvious." Remus said, then he deliberately scooped up a huge spoonful of ice-cream onto his spoon, bent it back, then released it, watching as it soared through the air and made a satisfying splat in Sirius's hair.

"My hair!" he shrieked, sounding oddly like a girl. Remus and Peter laughed loudly, giving each other high-fives. Sirius growled at them, "You'll pay for that!"

The inevitable food fight ensued.

……………………………….

James was puffing hard from trying to avoid being caught outside after curfew (he had left the cloak back in the kitchens), when he got back to the Heads common room, hoping to dear Merlin that Lily was in there. When he stepped into the room, his heart seemed to stop. She was sitting by the fire, book in hand. He smiled, she looked so happy when she was reading, so relaxed. He took a step towards her and, almost predictably, the floor creaked. Her head jerked up and when she saw him she closed the book with a snap and got to her feet, heading for her room.

"No! Lily, wait. Please." James said. "I need to talk to you."

She shook her head, not even looking at him, and continued walking. She only stopped when he grabbed her arm. Then she looked up at him, green fire in her eyes. "Fine. What do you want to say?" she yanked out of his grip and crossed her arms across her chest. He stared dumbly at her. "Well, spit it out Potter. I don't have all day."

His brain seemed to have stopped working. No words would come out of his mouth, so he just stood there like an idiot. She rolled her eyes and turned for her room. Only when she reached the stairs did words return to him.

"I'm sorry!" he burst out. She stopped on the stairs, but didn't turn around.

"I'm sorry that you are mad, I'm sorry that I betrayed your trust! I'm sorry you think I haven't changed! But you don't understand. Peter and Sirius and I, we hated seeing Remus go off on his own, at a full moon, then come back covered in gashes and scratches. One time, he looked so awful, that Madame Pomfrey wouldn't let anyone into the hospital wing for two entire days, even if they were injured. We wanted to help, but only animals can be safe around werewolves. It was the only way we could help him. We hated seeing him in pain, watching him suffer alone. We did it for him…" he trailed off, losing steam.

She turned around to stare at him, eyes wide. She didn't realise Remus was that bad, and it only made her proud to hear that James was unselfish enough to put himself in danger to help a friend. Then she remembered herself and glared at him. "Is that all? I will take that into consideration, Potter. Now, good night."

She turned again, but was stopped yet again by his strong hands this time catching her wrist. She hadn't realised that he had come so close. He gently pulled her back down the stairs to the common room, so that he could look her in the eyes.

"No, Lily. Please, please hear me out okay? I hate this. I hate you ignoring me. I…" He took a deep breath, "I miss you. You have no idea. I miss not seeing you smile, not hearing you laugh. I miss the fact that we don't talk anymore. I miss not hearing your voice. Why did you think I kept annoying you for all those years? I would say anything that would get you to talk to me. Or yell." He added with a chuckle. Even Lily gave a ghost of a smile, "I would antagonise you just so I could hear your voice. But all that was before we were friends. And now that we are…well were…and the more I spend time with you, the more it makes me want to hear your voice and it is so much worse when I don't. So please, just tell me why you are so mad so I can beg and apologize and you can hopefully stop ignoring me."

Lily willed herself not to melt. That was possibly that sweetest thing she had ever heard James say. She swallowed, struggling to keep the same, hard mask. "Potter, it's only been a little over a week."

"I know! And it's driving me crazy! I know that you have ignored me for a lot longer then that, but this is different! Back then it was different. I hated it, but it didn't torture me like it does now! I really fancied you back then. From first year I liked you. But it's different now. It's different because I don't fancy you. I'm completely in love with you! But you keep ignoring me and it's killing me like never before!"

She stared at him in shock, eyes wide, mouth slightly open. She didn't realise he was in love with her. She didn't even know he still fancied her. Her heart thumped so loud, she was sure he could hear it. She stared at him, and he stared back, still holding onto her wrist, until he moved his hand down and slipped into hers. She was surprised at how well they fit, at how comfortable it was. He was obviously thinking the same thing, because he looked at their hands, and then back up at her, staring deep into her eyes. She couldn't look away if she wanted to.

"It's true, Lily." He said quietly. "I love you. I always have, and I hate it when you are mad at me. You have no idea."

That was when the tears flooded into Lily's eyes and spilled over onto her cheeks before she could stop them. James looked at her in shock, before lifting his free hand, to softly wipe the tears away.

"Hey…" he said softly, "What's wrong?"

"I'm sorry." Lily sobbed, trying to turn away. She didn't want him to see her like this. But he kept a firm hold on her hand and he pulled her closer to him. "I-I really am. I'm sorry that I got so mad and that I didn't stop and listen to what you were saying, and I really should have. I was upset, and irrational and I'm really s-sorry."

James shook his head, smiling slightly, "Its okay, Lily. I really should have told you earlier. I just–"

"No James, I don't care that you told me then. That was just an excuse for me to get mad. I wasn't really thinking and it wasn't until I was out of the room that I could think clearly. Really, I was just mad that you and Peter and Sirius would put yourselves in danger like that. I was worried about you. I was…am…afraid that you will get hurt. I'm sorry that I ignored you, I just didn't know what to do. I had too much pride to go back and apologise and didn't know if you were mad at me or not and I just wasn't thinking."

She took a deep breath, wiping her eyes, and then looked up at him shyly, "Truth is…I missed you too. It was really hard for me to keep ignoring you because I hated that I couldn't talk to you anymore, I didn't like that I couldn't laugh or smile with you. And I was going to forgive you, but then…" she looked down.

He put his hand under her chin and lifted her face up so that she was forced to look at him. Their faces were inches away. "Then what?" he breathed.

"Then I realised why I was so mad, why I was so worried. I realised something that made me really angry. I was mad at my friends for spotting it before me, I was mad at you because you were the one that made me think and feel like that and I was mostly mad at myself because I hadn't figured it out sooner, and I had completely ruined my chances. Then I got scared about telling you or anyone else, so I ignored you more, and I really shouldn't have because I wasted time. And now I'm standing here, blabbing on like an idiot, wasting more valuable time and what I really should be saying is–"

But Lily couldn't go on, because James had leaned down and kissed her, silencing whatever she was going to say. She was shocked to say the least, but she didn't mind. In fact she was very happy to wrap her arms around his neck tightly as he deepened the kiss.

James was ecstatic; he couldn't believe that he was kissing the girl of his dreams, after over 6 years of going after her, of being rejected time and time again. He was finally kissing her, and she really didn't seem to mind. Not one little bit. He slid his arms around her waist, pulling her closer and poured all his feelings into that one, simple kiss. He had waited for this day since first year, and he could have stayed like that forever, and he was disappointed when she pulled away, but then she smiled shyly at him and said, "I love you."

He pulled back slightly to look at her face more clearly. Was he hearing things? She looked serious. His heart swelled happily. "Really?"

She smiled, "Really." He grinned at her and kissed her again, thinking that this would have to be the happiest moment of his life. Count on Sirius to ruin it.

"Hey, Prongs, I was just wondering if I could–"

Lily and James broke apart at the sound of Sirius barging thought the portrait hole. They both turned to glare at him.

He grinned, "Am I interrupting something?"

"What do you think, Padfoot?" James sighed.

Sirius laughed, "I think I should go now."

"Good answer."

He winked as he backed out of the room, "have fun, kiddies. Don't do anything I wouldn't do!" They rolled their eyes at him and his perverted mind, knowing that there was nothing Sirius wouldn't do.

When the portrait closed, Lily looked up at James and said, "You really shouldn't tell him the password."

"I know." He laughed, and kissed her some more.

A/N: thats the story! hope you guys liked it, it was just a bit of fun. REVIEW PLEASE! x