Disclaimer: I do not own the rights to Harry Potter. Those rights belong to J.K. Rowling and the companies involved in publishing her work. Anything you see in this story that you recognize belongs to the aforementioned parties.

A/N: This story is canon compliant. It is technically a Lily/James pairing, but the story isn't about any romance between them. I'd like to thank Omega343, for being my beta for this one-shot. Enjoy.

Updated A/N 3/1/13 I'm now folding this in with some other one-shots I'm planning to write involving the Marauder Era of Hogwarts. As such, it has been tidied up with the help of my new Beta Estoma. Thanks to Estoma for all of her help (and for agreeing to continue helping me with future one-shots.

To your average observer, Lily Evans didn't look particularly distressed. She wasn't frantic, sobbing or holding back tears. She looked stressed, certainly, but to an outsider she wouldn't look very unusual at all when compared to the other students at Hogwarts.

But for those who knew Lily Evans, it was obvious things weren't quite right. It was the little things that gave her away. There was the fact that her hair, which was usually held in a tight bun, was loose, with locks drifting in front of her eye, apparently unnoticed. Then there were her robes; slightly wrinkled, though not enough that it would stand out with most other students. But on Lily (who was an obsessive neat freak) they were out-of-place.

She was also acting oddly. Lily, who normally stayed still while studying, was on her feet. She was walking back and forth to shelves, placing books back, grabbing new tomes, only to place them back within moments. Her notes were scattered haphazardly across her usual study table and most of them were unintelligible. She was also muttering to herself quietly as she worked.

And the strangest thing was the fact that she had been studying for nearly 24 hours, which was highly unusual for a girl who preferred stories to textbooks.

"Okay," Lily muttered quickly to herself, "What next? Okay, I have to… I have to…"

She suddenly bolted to a nearby bookcase, then reached for a book and pulled it out as she continued her train of thought.

"Make a list of all the spells I learned this year… n- no wait…"

She walked back to her desk, only to make an abrupt about-face and walk back to the bookshelf.

"No, a list of every spell I've learned. Ever. O-okay."

Lily placed the book she'd just grabbed back on the shelf and grabbed three other books from different shelves. She hurried back to her desk and threw them on the table before heading to another section of the library in search of more books.

"Okay, so I need to do this alphabetically," Lily said. "No n- in the order I learned them… maybe both…"

She found the book she was looking for and started walking back to her section of the library; her sanctuary.

Just keep working, she thought. You have to keep working.

"M- maybe both, or more. I could make lists alphabetically; in the order I learned them; by usefulness"

At this point Lily had once again returned to her desk, dropping the books onto the pile as she simultaneously grabbed the Standard Book of Spells: Grade 1. Frantically, she began flipping through the pages of the familiar textbook.

"Lily," a nearby voice said softly. Lily ignored it.

Just keep working. Lily's new mantra kept repeating in her mind, like a broken record. She found the first spell, Wingardium Leviosa, pulled out a blank sheet of parchment, and without taking a seat started writing.

"Lily," the voice repeated, more forcefully this time.

Lily ignored the voice once more.

"Wingardium Leviosa," she muttered as she began to write. "First created in 300 B.C. by a Roman wizard named-"

Just keep working.

"Lily!" the voice said loudly.

"What!" Lily shouted as she whirled toward the source of the voice.

For a moment, she didn't comprehend who the intruder was. She'd been expecting a professor, or perhaps Madame Pince, but it wasn't any sort of authoritative figure.

"Potter," Lily said, surprised at the source of the interruption. "Wh- what are you doing here?"

For the first time in hours, Lily Evans stopped moving. She suddenly felt very self-conscious for no good reason; a familiar emotion when James was involved. She stared at him, unable to completely understand what she was seeing. It was as if her mind couldn't comprehend the fact that he was there; because he was honestly the last person she was expecting to see at that moment.

James, for his part, wasn't saying anything. He just stared at Lily, his expression unreadable. His keen gaze made her feel terribly exposed. If Lily had been capable of reflecting on such things, she would have realized she'd never seen him look so serious about anything.

For a few seconds, they stared at each other in silence. Then Lily got fed up and started to turn back to her books.

Just keep-

"Your hair looks nice like that," James said suddenly.

Lily blushed in spite of herself. She raised her right hand, not noticing it tremble slightly, and nervously grabbed some of her fiery locks. "Uh… whatever Potter. Now i- if you don't mind, I really need- I have to work now."

Lily turned back to her book. As far as she was concerned, the conversation was over. She started writing her list again. "Created by a Roman Wizard-"

"What homework assignment could you possibly have that needs to reference the Standard Book of Spells: Grade 1?" James asked as he reached out to take the book from her hands.

Lily jerked it out of his reach. "None of your-" she paused as glanced in his direction. The look on his face made one thing abundantly clear; he wasn't about to accept a non-answer from her.

"Look, it isn't a school assignment, okay," Lily admitted reluctantly. "I just… I have to do this."

James nodded as if he understood. "Okay, you have to do this. Why?"

"I have- I need to keep… working. I have to work."

James didn't react; he just stared at her, unblinking. Lily tried to meet his eyes, but found that she couldn't quite manage it. She shrugged and turned away from James.

Just keep working.

Lily started back on her list, pointedly ignoring the intruder standing only a few feet away.

"A roman wizard named Titus Plautus who developed it as a method for Macedonian War. The spell takes its roots from the word arduus, meaning high, and levo, meaning levitate. The spell was used in part to-"

For a while she continued, forming the beginnings of her list as the mantra continued on in her head. Just keep working. Just keep working. Just keep- But try as she might, she couldn't ignore the fact that James was standing resolutely a few feet away. She didn't so much as glance at him the entire time, but she was still painfully aware that he was standing there. Her quill marks got heavier and heavier as she wrote, until she found herself writing through her parchment. The quill itself was being held in a death grip. Finally, she couldn't take it anymore.

"Potter!" she whirled suddenly and closed the short distance between them. She had a dangerous glint in her eyes. "What do you want?"

James didn't flinch. Instead, he took a deep breath, opened his mouth to speak, only to stop as if he'd thought better of it. But then he changed his mind again and spoke up.

"I heard," he said softly.

Lily froze. There was no doubt in her mind what he meant. There was only one thing he could have heard that would have any relevance. For a moment, she looked like a deer in the headlights. Her bottom lip trembled slightly, before she regained her composure.

"Oh."

Once again, Lily found she'd stopped moving. The haze began to recede, as if her mind were a camera slowly coming into focus.

Just keep-

"One of the professors told me," he continued. "Lily, they don't want to force you out of here, but you've been in here for a long time… they're going to have to soon…"

Lily didn't say anything. She was at a loss for how to respond. She stared at James, praying that he would just leave it at that. Praying that he would just leave so she could get back to working instead of thinking.

But it wasn't meant to be.

"Lily…" James started to say something, and then stopped. He seemed to be searching for the right words. "I… I am so sor-"

"Shut up!" Lily said this with such ferocity that James visibly reacted for the first time since he arrived. He started to move towards her, causing her to back away from him. She held up a hand to stop him from trying to… she wasn't even sure what he was trying to do, but she wasn't interested in whatever it might be.

"I just… I don't understand…"

James nodded. "Of course you don't," he said. "How could anyone expect-"

But Lily cut him off. "No not that! I- I don't understand why people keep saying I'm sorry."

James didn't seem to know how to respond. He messed up his raven hair subconsciously; an action that would have normally annoyed Lily to no end, but in this instance went unnoticed.

Seeing his confusion, Lily felt the need to clarify. "Look, an apology implies making up for something you did. It implies guilt." Lily continued to pick up steam as she spoke, getting more and more heated. "So it makes no sense for you all to keep telling me that. I mean, for god's sake, did you have anything to do with my… with what happened? Were you responsible for it? Did you k-"

James shook his head. "No, of course not."

Lily lost it. "Then bloody hell, stop saying I'm sorry! Say anything else! I don't care what, but don't say I'm s- sorry! Please!"

With that last plea, Lily fell silent. She was shaking; and even she wasn't sure whether she was shaking out of rage or fear or some other emotion.

After a long, silent moment, James seemed to decide it was his turn to speak. "Okay. I'm s- I won't say that again."

Lily nodded slightly. "Thank you." Not knowing what else to say, she decided she couldn't handle their conversation anymore. She turned away from James to go back to her work.

Just k-

But she hadn't even gone two feet when she felt James' hand grab her shoulder and spin her around. Before he could say another word, she bristled.

"D- don't touch me!"

Lily tried to pull away from him, but his grip was too firm. Gentle, but firm. She grabbed his arm and tried to pry herself loose, but to no avail. Finally she gave up on getting free.

James, for his part, was no longer calm. He looked almost panicked; his hazel eyes filled with an unintelligible intensity that made Lily feel even more exposed than she had earlier.

"Lily." He said it softly, soothingly, but Lily was having none of it. She didn't want to be comforted.

"Since when do you get to call me Lily?" she said. "Since when do you get to call me by my first name Potter?"

James' expression turned hard for a second, before once again melting into concern. "Would you rather I call you Evans?"

Lily desperately wanted to say yes, that she would prefer that, but it wasn't the truth. James calling her by her surname felt wrong. She felt torn, unsure of what to do, of how to get him to leave her alone. She wasn't even sure she wanted to be left alone.

When he didn't speak up, she realized the question hadn't been rhetorical. That he was waiting for her answer.

"N- Fine," she uttered weakly. "Call me Lily. I don't care. Just… just…"

Lily felt his grip on her shoulder relax, and she took the opportunity to pull away from him. She once again found that she couldn't meet his eyes. Instead, she stared past him.

"I have to… I need to work."

She turned back towards her desk, but had only taken two steps before James once more stood in her path. She abruptly changed direction, heading for a nearby bookshelf to get the book she'd put back earlier. She'd just gotten her hands on it when she heard James speak up behind her.

"Why?" he asked. "Why do you need to work so badly?"

The book dropped from Lily's hands. The thump it made as it hit the floor echoed through the library. The trembling started again, worse than it had been earlier. She tried to pick up the book up off the floor, only to drop it again.

Jus-

"Accio spell book."

Before Lily could pull out her wand to stop him, the book had zipped away from her. She refused to turn around and face him, instead choosing to stare at the spot the book had occupied only moments before. Lily didn't know if she'd be able to hold it together if she looked at him right then.

Jus-

"Lily," James pleaded. "Please talk to me."

Lily flinched at the way he sounded. The sincerity in his voice made her feel sick; it made her feel like she was being horrible. Even though it didn't seem fair that she felt guilty about the way she was acting, she still felt the guilt. The trembling got worse, and her eyes begin to water. Lily knew she was losing it, and she knew that she couldn't lose control, because if she lost control she might never get it back. She searched her mind desperately for anything to distract herself from the thoughts that were beginning to sneak into her mind.

Just… just keep… just… ju…

Lily suddenly turned towards James, her expression desperate. Blinking back tears, she forced herself to meet James' eyes before she spoke.

"Potter, ask me out."

Whatever James had expected her to say, it obviously hadn't been that. His eyes shot open in shock, and a couple of unintelligible sounds escaped from his lips. Lily for her part waited patiently for James to come to his senses.

After a moment, James finally regained enough composure to speak intelligibly.

"What?" he asked in disbelief.

"Ask me out," Lily said, as if it was the most obvious thing in the world. Despite the confidence in her voice, her trembling was even worse than it had been and she was still blinking back tears

James raised an eyebrow in confusion. "Why-"

"For god's sake Potter!" Lily said. "You always ask me out at the worst possible moment, but the one time I actually give you permission-"

"Fine, fine," James said, cutting her off mid-rant. "Will you go out with me?"

But apparently this was insufficient. "No you idiot! Not like that. Like you normally do. Arrogant and corny and all of that other junk."

James opened his mouth to retort, but seemed to think better of it. When he didn't say another word, Lily glared at him. He just stared back at her, apparently unfazed by her anger.

Then the impasse broke, and Lily deflated. She became completely pitiful. Her eyes drifted to the floor, and any shred of confidence she had left seemed to evaporate. The trembling continued, softer, but somehow more horrible for it.

"James…" Lily's whisper was barely audible, "Please…"

Lily was desperate for something normal. She was grasping for something familiar and easy. She knew she was beginning to fall apart, and that she couldn't afford to; not like this. Not in front of James of all people.

In that moment, Lily Evans didn't remotely resemble herself. She looked defeated, and the look did not suit her.

James stared at her, his expression neutral. Then he took a few steps closer to Lily. He used his right hand to tilt her expression up from the floor, towards him.

"Lady Lillykins," he said, giving her a roguish wink before continuing, "You are the kindest, most intelligent, and definitely the sexiest, woman at this school. Would you please honor me by going on a da-"

However, James words weren't having the desired effect. Instead of helping Lily, they made her feel worse, until she couldn't take it anymore.

Out of nowhere, Lily slapped James. The force of her hit made him stagger back, his hand reflexively covering his stinging cheek. After a moment, he looked up again, still slightly dazed from the impact.

"Ow!" He exclaimed, "What the bloody hell…"

He trailed off as he got a good look at Lily. She was absolutely livid. Her face was as red as her hair. Her body was no longer shaking, except for the hand she'd used to slap James, and her eyes were glistening with angry tears.

"You damn, ignorant toe-rag!" Lily said. "You b- bloody bastard. How dare you! How d- dare you try to ask me on a b- bloody date when my parents…"

Lily's voice faltered. Her mouth moved as if she was trying to continue, but no words came out. The anger started to disappear, now replaced with despair.

"My parents…" And finally the floodgate broke. The tears of anger turned into tears of sorrow as sobs began to rack her body. She suddenly felt very weak, and her legs gave out beneath her. Lily felt a pair of strong arms catch her and lower her gently to the ground. Only vaguely comprehending that person comforting her was someone she didn't consider a friend, she clung to James as if her life depended on it.

"Shh," James whispered, "It'll be okay Lily."

Instead of comforting her, this just made Lily sob harder. James pulled her into his chest, resting his head atop of hers as he stroked her hair gently.

"How?" Lily sobbed, slightly muffled as she cried into his chest. "My parents are dead! How is anything going to be okay?"

James didn't answer for a second.

"It just will be."

He said this with such conviction that Lily almost believed him.

A/N: Once again I would like to thank Omega343 and Estoma for being my betas. Reviews are appreciated; constructive reviews even more so. I'll even accept flames, as long as they are constructive flames. I am always willing to learn. Anything to the tone of "I hate it" without stating any reasons why you hate it will be ignored, especially if you choose to insert a lot of expletives into the review.