Lily watched him covertly throughout class, sneaking a glance every time his back was turned.

It was past midnight. The top floor of the Astronomy Tower was the only part of the castle awake at this hour. Lily Evans was standing along the edge of the tower with her books, star map, and telescope. Several other students and Professor Sinistra were scattered about the edges of the tower, but Lily could only focus on James Potter.

He looked tremendously melancholy. His shoulders were slumped in a way Lily didn't think she'd ever seen before. He took notes and scrawled on his star map with blatant disinterest. His eyes were unusually blank tonight, almost as if he was suddenly a hollow body, the light and mirth that he usually oozed now long gone.

She knew she looked like a bloody lunatic staring at him like this, but it was just so strange. If Mary weren't talking to Professor Sinistra right now, she'd probably be asking why Lily was concerned about James Potter of all people. Lily would reply that she wasn't concerned about him, just shocked that he could possibly appear this dejected and emotionless.

In truth, she was a little concerned. He was her classmate, after all, not her mortal enemy. Sure, she'd found him an infuriating nuisance for a majority of their time at Hogwarts together. That was until they'd started taking Astronomy together, without Sirius or Peter or Remus here. James' friends had taken the class with him up until fifth year, but dropped it once they sat for their O.W.L.s. After that, Lily had been surprised to see James still in the class. He claimed that he was "passionate" about Astronomy. She'd always held the suspicion that he only continued with the class because he knew she was in it as well.

"That's one o'clock," Professor Sinistra said loudly, breaking away from Mary and addressing the rest of the class. "Class dismissed. Don't forget to finish your essay on the Andromeda Galaxy."

Suddenly everyone else was packing up their telescopes and bags. Lily mimicked them, folding her telescope and shrinking it before dropping the contraption in her bag. By the time she'd collected her textbook and notes, most of the other students and Professor Sinistra were gone. Mary still stood at the edge of the staircase, waiting patiently for Lily. She'd been about to follow when she noticed James still standing in his place, slowly folding up his parchment, closing his book, his shoulders still hunched in the same dejected manner.

"Go on without me," Lily whispered to Mary. The girl narrowed her eyes, looking between James and Lily with confusion. Luckily, James hadn't bothered to turn around. Lily waved Mary away, silently promising that she'd tell her everything later.

Mary left. Lily and James now stood alone on top of the tower. He continued to pack his things. She walked towards him slowly, hugging her arms around her torso and trying to ignore how chilly it was outside. He looked up when she arrived at his side, confusion and surprise etched into the furrow of his brow.

"Is it Frank?" Lily asked quietly, "Is that why you're upset?"

He watched her in silence for a long moment, searching her face, his wild hair rustling in the slight breeze. "Yeah," he said at last, turning away from her and placing his telescope in his bag.

"Do you want to talk about it?"

His jaw clenched. "Not really."

Her shoulders slumped. She should have expected this. James was a proud person. She'd nearly hated him because of that pride for the past five years or so. The more she thought about it, however, she couldn't quite remember the last time James had been his usual egotistical self. In fact, she couldn't very well remember anything even remotely annoying that he'd done since the start of Seventh Year.

Lily wondered how long she'd gone blind to the fact that James Potter had grown up.

"Are you sure?" She leaned against the railing of the tower, brushing her hair from her face, "you can tell me. I promise I won't blab to anyone."

He huffed out a small laugh, still not meeting her eyes. There was a pregnant pause before he spoke. "I feel awful for Frank," he murmured; voice quavering ever so slightly, "and I'm afraid of what this means."

Lily nodded slowly. She understood exactly what he was feeling, because she felt a similar version of the same thing. Frank Longbottom had been told just this afternoon that his parents were attacked, his father severely injured in what the Auror described as a Death Eater attack. Frank was taken to St. Mungo's to see his father just before dinnertime. Professor McGonagall told the rest of the Gryffindor house that Mr. Longbottom probably wouldn't make it through the night, and that they all had to be especially considerate to Frank in this trying time.

"You know what it means," James rumbled, staring off into the space where the black sky met the Forbidden Forest, "right?"

She swallowed the lump in her throat, nodding. "This is the first of many attacks. This is a confirmation that the war everyone's been talking about is real… and it's happening."

He finally turned to face her, his eyes shining with the reflection of the bright, pale moonlight. "Why are you here?"

His tone threw her off. Lily almost had to take a staggering step backwards, affronted by his sudden biliousness. She squared her shoulders after a second. "I'm here because I'm worried about you."

He scoffed. "You hate me."

"I don't hate you," she retorted, "believe it or not I might actually care for your well-being." Sure, he'd been an annoying prick for many years growing up, and a truly awful bully at times, but she couldn't deny the fact that he was quite different now.

He fell silent. The pair listened as an owl hooted somewhere far off in the distance. It was long past midnight.

"I've never hated you," she murmured, watching as he turned away and gazed out into the night again, "I may have found you quite annoying for a while, but I never hated you."

He sighed. "Are you afraid?"

"Yes," she replied instantly, taking the change of subject in stride. "I'm afraid for my parents, for the parents of others at this school. I'm afraid for what this means and what's coming in the next few months. The Death Eaters have been growing in power; the Prophet isn't wrong about that. It's terrifying."

"What should we do?" His voice sounded almost heartbreakingly weary.

"We should hope that things get better. Hope that things will be okay."

"Hope?" He frowned, "I hate to say this, Evans, but I don't think hope will do us much good. It might lull us into a false sense of security, if anything."

"'It is natural to indulge in the illusions of hope,'" she recited these words carefully, gauging James' reaction.

"Who said that?"

"Gertrude Stein."

He nodded slowly. "Let's hope, then, that things will get better."

Lily allowed herself a small half-smile. "You know," she found herself muttering, "you're not half bad, Potter."

He quirked a brow at her, some of his former melancholy forgotten. "You're not half bad yourself, Evans."

She smiled outright, gazing at him and finding a strange beauty in the way he smiled back. For a fraction of a second, she indulged in this thought, wondering if James Potter looked this handsome at six in the morning as well as at midnight. Then she caught herself, shaking the thought out of her mind. If there was one thing Lily did not need, it was a crush on James Potter.

He stepped closer suddenly; still grinning at her, but his amusement was quickly turning into something intense. "I've always thought you were beautiful, Lily."

His words were only a whisper, only heard for a second, but they echoed in Lily's mind for minutes. She could feel her heart beating loudly, and the fluttering in her stomach was something that was entirely foreign to her.

Before she could say or do anything in response, James lugged his bag over his shoulder, backing away from the edge of the tower. "See you at breakfast," he murmured, before descending the staircase, leaving a befuddled Lily Evans in his wake.

Author's Note: This was written for the Iron Throne Competition on HPFC using the following prompts: telescope, angst, hollow, afraid, and "It is natural to indulge in the illusions of hope" –Gertrude Stein.

Reviews are appreciated! I quite enjoyed writing this piece, and I'm considering making it a two-shot if others enjoy it as well.