A/N: Okay, a word of caution, this is a fanfic that may upset die-hard Lily/James fans, but this story is compatible with all of the Harry Potter stories. It ends in James and Lily falling in love, but most of this is about Remus/Lily. I've only just started writing this so it may take a while for me to update. And if I keep spelling Lily with a double l, I'm sorry.

Disclaimer: I don't own any of Harry Potter, and if I were, I would be on a beach in Aruba.

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Chapter 1: Meaningless Doodles?

Flutter, flutter little snitch

Catching you should be a sitch

Up above the field so high,

Like a snidget in the sky

Flutter, flutter little snitch

Catching you should be a sitch

James through the quill across the common room, accidentally smearing ink on an unsuspecting first year. He hated poetry, he hated muggle studies, and he hated homework. Sighing, he put his feet up on the coffee table in front of him and ruffled his hair, frustrated that his father had made him take such a stupid course in the first place. Remus looked up from his Ancient Runes textbook.

"Problem mate?" he asked. The teen moaned.

"Why the hell do I have to take such a stupid useless subject?" His friend sent him a puzzled look and motioned for him to continue. "I hate muggle studies and I hate poetry!"

"Then why do you take a course if you detest it so much?" he asked, but understanding spread across his face. "Ah, Ms. Evans is in your class, isn't she?" James buried his face in his hands. It was true, whish was the reason he had done what his father had told him. James, as it was well known, had a huge, over the moon crush on Lilly Evans. She, of course, hated him. "Any update on the Lilly Potter front?" His friend moaned and began to stare across the common room at the girl in question, who was doodling in a muggle composition book.

"No," James said dismally. "Maybe Lilly would tutor me?" Remus shrugged, and highlighted a sentence in his textbook.

"For once you've got a sensible idea, Prongs. Go ask her, though you should probably refrain from asking her out and try to be serious."

"I don't think that acting like Sirius is going to help me now," James said with a snicker. With that he ambled over to Lily's couch. Remus felt sorry for his friend, he really did, but he had problems as well, problems other than being a werewolf. Problems he couldn't confide in his friends. Problems such as also being in love with Lily Evans. He glared at the back of his friend's head. He would never get Lily because of James, it didn't matter that they were perfect for each other. They lover to read, were the head of every class together, and were the two Gryffindor prefects. They would talk and laugh together easily. He knew that James would never understand, so he did his best to stay just friends with Lily. He didn't flirt at all, and had never told anyone how he felt. He had loyal, true friends, and he didn't want to loose them over some girl. Then again, Lily Evans was not just some girl…

Meanwhile across the room, Lily was doodling in her notebook. Lily wasn't stupid, she had a good amount of logic and she knew that James cared about her, though as a challenge or a person she didn't know. Lily Potter she doodled absent-mindedly. No, she didn't like the sound of that; it reminded her of some gardener who planted lilies. Lily was good at reading people, too. She could tell something was bothering Remus, and that he had a fair share of secrets as well. About a girl, most likely. Well, maybe a boy, but probably a girl. He was moody, secluded, and seemed to stare into space more than usual. During prefect meetings he was edgy and distracted, and Lily sometimes found him staring at her. He was often at the library until it closed, and he would start a conversation then loose interest halfway through. Lily Lupin, she wrote, still not really paying attention. That sounded better. Lily Black, that was a laugh. As if Black would settle down with anyone, let alone her!

"Is my Lily-pad crushing on Sirius?" said a worrisome voice from behind her. She jumped a foot, and slammed the book shut. "I wouldn't have thought you would be one to change your name?" Potter said doubtfully. She glared at him and he backed off, and then slid onto the couch next to her.

"I was only doodling, just curious," she mumbled. He shrugged, and then began to tap on his knee. "What do you want Potter?" He opened his mouth but she stopped him. "If you're going to ask me out again, don't waste your breath." He gasped loudly, trying to look funny, but she knew she had hit him where it hurt.

"No, actually I wanted to ask if you could tutor my in muggle studies." She surveyed him cautiously. He didn't falter under her gaze. Remus watched jealously from across the room.

"Why should I?" she asked slowly, looking for a catch. "Do you think I'm going to fall madly in love with you if I spend enough time with you?" James stared innocently up at her from underneath his hair.

"No, because you're a prefect and prefects need to help toughs (A/N: sp?) who are less talented and beautiful than them." She ignored the sly compliment and remained unconvinced. "Because you don't want me to fail knowing that you could have helped. And in ten years time when you see me living under a box in Diagon Alley you'll think, if only I had tutored him in muggle studies, then he would be the minister of magic right now." Lily scowled, and James knew he had hit the mark, since Lily hated feeling guilty.

"Stop it," she said disdainfully. She didn't hate James, he was actually quite sweet sometimes, but she hated all that he stood for. Things like sucking up would get you far, or picking on the weak would make you stronger. It was what the marauder's stood for, that's why she wasn't madly in love with their leader, even though he asked her out once a day and flirted with her every chance he got. There was no spark there, no electricity. In fact, the only marauder she felt she could fall for was Remus. He wasn't like the other three, wasn't selfish, wasn't naïve, and didn't have a head the size of the moon. He was funny, and sweet, and sensitive. And he was cute! He had either light brown or dark blond hair that wasn't long or untamable, but straight and loose. His eyes were dark blue, and she could swear that small flecks of purple circled in them when hit with the right light. All right, Lily admitted she thought about Remus a lot, but she didn't have a crush on him. She didn't! Well, maybe a small one…

As all that went through her head, James sat waiting for her answer. She came back down to earth when he waved his palm in front of her face.

"Hello? Evans?" he said, amused. It wasn't often that you could see Lily Evans space out.

"What?" she asked agitated.

"So will you tutor me or not?" She looked at him blankly.

"Oh right, umm… I'll think about it," she answered. He nodded, pleased, stood up, waved, and then walked back to Remus, who, to her horror, was once again staring at her. She waved shyly at him and watched as him cheeks flushed. He smiled feebly and looked back to his book, though his eyes weren't moving. James sat down, oblivious to his friend's embarrassment, and began to dig around in his bag, emerging with his stolen snitch. He proceeded to play with it, checking every so often to see if she was watching, which she wasn't. Remus also glanced up at Lily, though much less obviously, and found that sometimes, his glance was returned.

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"So do you think you'll tutor him?" Remus asked casually as he and Lily patrolled the seventh floor. She absentmindedly twirled a lock of hair around her finger, not realizing she was driving him crazy.

"I don't know," she responded. He didn't reply, so she continued. "I feel bad for him, but I doubt he wants me as a tutor to improve his grades if you know what I mean." Remus nodded. "He'll probably feel me up in the library or something." They laughed nervously.

"James wouldn't do that, Lily, he does care about you," though not as much as I do, he added in his head. She shrugged, then held her fingers to her lips and pointed to a broom closet to his right. Squeals and kissing noises were coming from it, and Remus wished he was any were but there, mortified that he was hearing that with Lily. The two of them played a silent game of rocks-parchment-scissors, as was custom, to decide who would break up the busy couple. Of course, Remus lost. He crept silently forward as Lily leaned against the wall. Swinging open the door he found Sirius and some Ravenclaw fifth year, joined by the mouth.

"Padfoot!" Remus wined as the couple detached. The girl yelped and pushed past the two boys. Sirius ran after her, stopping to give Lily a glare. It wasn't unrequited. Lily scoffed, and began to walk along away from them, next to a blushing Remus. "Never a dull moment," he commented. Lily stretched her arms above her head and yawned widely. "We mine as well get the Astronomy Tower over with, that should be fun on a Friday night," he said sarcastically. Every Friday night couples flocked to the tower to make out in the many nooks and crannies of the tower, and in December Lily and Remus had to patrol the seventh floor, unfortunately including the tower. This was awkward to say the least, because both secretly wished that they were doing the same in a corner. She sighed and nodded, and they turned right and began to walk toward an archway, which revealed a wooden spiral staircase. "Ladies first," he said, not wanting to go first. She began to walk toward the arch, and then swung around.

"You're trying to make me go first!" she said, not accusingly but her tone was teasing. Remus smiled guiltily. "You go first!" Anything for you, Lily, he thought, as he walked into the archway first. They illuminated with their wands and slowly walked up the steps, trying not to trip. But Remus fell, backwards, onto Lily.

"Shit, Lily, are you okay?" He held onto the banister and pulled himself up. Lily groaned as she slid down a step or two. He quickly extended a hand and she accepted, and then gasped as a jolt went up her spine. He felt it too, but didn't show her his surprise, though she could still see he had. Getting to her feet, she looked around to see the source of Remus' fall, trying to relax her nerves. She saw he had gone ridged, and when she followed his gaze, she went ridged too, as she almost vomited in her mouth.

Severus Snape, making out with Bellatrix Black. It was nauseating, it was horrifying. Greasy hair mixed with greasy hair, and the sight of her archenemy, feeling up her other archenemy made Lily loose her voice. Fortunately, Remus found his first.

"Excuse me, but it's after curfew, Snivilus, and you and your spit-sharing partner must be in your common room." The two Slytherins detached, though slowly, as if what he had said didn't really matter. The two wore matching smirks.

"Well look who it is, the grey haired Gryffindor and his mudblood girlfriend. Does Potter know you're cheating on him? He must already know by now that he can't satisfy a women, not even a piece of filth like you," she drawled with a smirk. Remus clenched his fists but kept his cool as Lily found her voice.

"Ten points from Slytherin for bad mouthing a prefect! Now go before you loose more," she spat, as Remus admired her bravery. Not many stuck up to Bellatrix, in fear that she would curse off their heads. Snape flinched.

"Shut your face you filthy little mudblood, you shouldn't mouth off to your superiors. The dark lord is rising, and mudbloods like you will be the first to go," growled the grease ball. Lily stepped back in surprise and pressed into Remus cautiously. His warmth reassured her as he came to her defense.

"Ten points off for threatening a prefect and ten points off for not being in the first place. Now scram before we report you to Dumbledore!" The two Slytherins glowered at them before walking off down the stairs. Remus made sure they were gone before he turned Lily around to face him. "You okay?" he whispered softly, and she nodded. "Well, shall we?"

The astronomy tower was mercifully empty for once, and the two of them stood in the darkness, looking out at the snow-covered grounds. Lily was chilled by the cold and Remus took off his school cloak.

"Here, take this, it will keep you warm," he said, extending it to her. She took it, and wrapped it around her, blushing profusely. He pretended not to notice. The cloak was too big for her, and the sleeves were too long, but he thought she looked lovely. She was embarrassed, but he didn't care, he was just happy to be standing with her, alone, on such a beautiful night.

A/N: So, here it is, the first chapter. Tell me what you think, okay?