A/N: This is a random fic I wanted to write about how James decided to change from being the arrogant prat in the 5th book to the man Lily falls in love with. This takes place the evening after Snape's Worse Memory and James feels bad because of what Lily said to him, etc. Enjoy!

James opened the door to the Boy's Dormitory half expecting someone to already be inside. He sighed with relief when no one was. He went over to his four poster and sat, head in his hands. The words Lily said kept reeling in his mind.

"Messing up your hair because you think it looks so cool… showing off with that snitch… surprised your broomstick can get off the ground with that fat head on it…"

James shook his head and lay back on his bed. He stared up at the canopy above him. His stomach clenched painfully in anguish as the last words Lily said to him fluttered through his mind.

"You make me SICK..."

His eyes closed the very moment the door opened. He sat up quickly and wiped his eyes, though there was no point since the whole dorm had no light on anyways. James squinted at the figure walking toward him; his medium height and nonchalant manner of walking made it obvious it was Remus.

Remus sat on a bed next to James. James tried to avoid eye contact and looked down at the ground. Somewhere in the back of his mind, James was glad Remus came and checked up on him, but he just didn't want to show that he let someone actually bother him.

After a moment of sitting across from him, Remus said in suppressed humor, "Prongs, I know you're in terrible mental pain, but do you mind if I turn on the light?" James nodded with an involuntary smile and Remus lit his wand and placed it on the tabletop, "Thanks."

They sat in silence a bit more and Remus sat back, arms propping him up as he looked at the top of his friend's pitch black, ruffled head. After a few more moments James sighed and ran his hand through his already frazzled hair, "Moony, tell me the truth, am I really such an arrogant prat?" He looked up at Remus' tired hazelnut eyes.

Remus inhaled and exhaled deeply then leaned forward and looked closer at James, "Do you really have to ask?"

James looked down and shook his head, again placing his hands over his face. "No," this was said muffled, he looked up again, "No, I don't… Oh, God, I'm an idiot…"

"Don't say that… you're just a prat after all, not an idiot," James managed a glare and Remus smirked. "Listen- I know what'll do you some good…" Remus got up, walked over to his four-poster, and got out from under it a rather large bar of chocolate. James couldn't help but laugh, not just because Remus had chocolate but just at the sheer size of the chocolate bar.

"You and your damned chocolate," James said still chuckling as Remus threw him a piece.

"You know you love to have a best mate who shares his glorious collection of chocolate," Remus grinned and sat back down, biting his own piece.

"Yeah, I know…" said James, swallowing. "Do you- Do you think Lily hates me? I mean like really. I know she says it but-" He didn't really finish, and Remus pondered a bit.

"You know, James, I honestly don't think she does… But you really do have to stop acting the way you do you realize that right? If it takes a girl to deflate your "fat head" –is that what she called it?- then that would be, well, probably the best thing to happen to the wizarding world since the wand." Remus bit into his chocolate again.

A sudden anger rushed over James and he stood up rather quickly, "And how do I act, Remus?" Remus still looked patient even though he wasn't expecting James reaction at all.

"Prongs, sit down, I didn't mean anything by it. It's just- Lily was exaggerating on your hexing of anyone "lesser" than you, and your hateful passion against Severus is starting to become-" James had sat down but was still breathing heavily. Remus rolled his eyes, "It's just going too far now."

"But he's the biggest prick there ever was, Moony! And you know it!" James slapped his knee in frustration.

"Yes I know but you don't have to go along with Padfoot and torment the bloke to get attention from Lily!" Remus said this all in one breath then looked away. "Look- Prongs, I may not be that wise in the field of women, but please listen. You want Lily's attention? Act like yourself."

James was about to say something but Remus raised a hand to silence him, "No, that ruffled hair, that proud look, that snitch- that isn't you." There was silence again, after a few minutes the cracking of Remus' chocolate broke the stillness.

James smiled a little but didn't look up, "Well, well, well, think you can study how I am like memorizing A History of Magic, eh?"

Remus just responded with a smile in his voice, "Friends analyze their friend's character without even realizing it…even if they are as tedious as A History of Magic…" James threw the biggest pillow he had at him.

"I guess I set myself up for that one," James grinned.

"You really did—but you know me just as well, I'm sure. If I ever have any women problems—and I know I will since I'm such a," he clutched his heart dramatically, "a tortured soul. I know you'll be there to call me Loony Lupin, and won't be able to argue back."

"Well, yeah, because you really are loony. Can't argue with facts." Remus threw the pillow back at James' dumb grinning face.

"Well," Remus sat up, "We are who we are—so stop being a prat and be the charming young man I became friends with," he grinned cheekily, and James snorted. Remus got up, "I better go back down to the Common Room before Padfoot kills Wormtail from pure frustration. He took it upon himself to teach him the rules of Quidditch and.. well, you can figure it out." He was walking away before he turned around, " Come join us when you feel like you're done wallowing in your angst." And with that last comment, Remus walked out of the dorm.

James sat a bit longer with Remus' wand still illuminating the dark and soon after finished his piece of chocolate. He might as well go down, no point in staying all alone. He stood up and got Remus' wand, mumbling "nox" as he went to the door. He took a dramatically deep breath and with a small, determined smile, walked down to the common room with a new sense of self.