Hey readers!! This is my first ever OneShot, although that will probably be painfully obvious... Please review!! ) I wrote in hopes to acurately protray how Lily and James became friends, and that James can also be quite non-arrogant, egotistical and everything else Lily has called him...

Disclaimer: I only own the plot, everything else has come from the wonderful and talented mind of J.K. Rowling.

Heavy, miserable rain clouds hung over Hogwarts; submerging the normally blissful school into a sullen mood. Even though it was being pounded by the wrath of the clouds, Hogwarts was still beautiful. It was home to many but for some, it was a sanctuary, an escape from bitter lives and bad luck. Hogwarts was home to some of the most brilliant minds the Wizarding World had ever seen in students. However, it had also turned out some of the most feared and dangerous individuals Azkaban had ever held within its haunted, joy-depriving walls. Lord Voldemort was gaining power at a rapid pace. His followers were dedicated, relentless and cruel. No one's safety could be guaranteed outside the walls of Hogwarts. Brave and courageous witches and wizards worked around the clock to combat the rise of Lord Voldemort. But for the time being, he was winning.

The killings were numerous, sweeping the nation, even the Muggles had started to notice. Everyone sat on edge as the owls poured into the Great Hall, bearing letters from home and issues of the Daily Prophet. Although no one wanted to know if someone close to them has been killed in the crossfire between the good and the evil, or had been targeted directly due to parentage; no one could resist reading the paper. A sickening obsession gripped many, driving them to obtain a copy and read the gruesome details.

The grizzly weather took its toll on some of the student population, quite literally putting a damper on plans. The Great Hall was full of life and fantastic food, not even the horrible weather could put out some students. A raven haired, handsome boy came bounding into the bustling hall, a large grin plastered on his face.

"Oi! Prongs," called a dark, handsome seventh year, motioning for his friend to come and sit. James Potter raced to the table, snagging not only a seat but a slice of toast. Jamming a large piece in his mouth, his insides writhed with exciting news.

"Paffoot, guessit 'appened laft naught?," he said excitedly through a mouthful a bread.

A sandy haired boy on the other side of Sirius shook his head, "Prongs, you might want to swallow before you talk."

"Good call Moony, anyway. Go on guess…" he beamed. Bouncing up and down with excitement.

"Youuuuuu, have a snitch in your pants?" he laughed, throwing his head back. "Ahhh, I don't know what I would do without my killer sense of humour."

"No. Keep going,.." James said quickly, the grin on his face never faltered, whatever his news was, it was big.

"Did Lily say yes?" Remus asked, almost in a state of shock. It was the beginning of April, their seventh and final year at Hogwarts was coming to a close. James had been rather taken with Lily since their first year; however James only admitted to this infatuation in their second year. Unfortunately for him, the feelings were no where near mutual.

James was not about to give up, he had spent many nights replaying what Lily had yelled and screamed at him and analyzed it. He took very small steps to eliminate his arrogance, and cut down on pranking, (at least while Lily was present). And a few other small things. Lily seemed to notice the small changes a little bit, but for the most part she believed him to be the same egotistical, arrogant, pranking prat he had always been. It had taken a few more months of nearly good behavior to put them on loose speaking terms.

"No, she SMILED at me!!" James exploded with happiness, his excitement bubbling over the rim.

Remus smiled, "Did you do something stupid?" James thought for a moment before shaking his head. "Well in that case, that is excellent."

"AWWW!! Our ickle Prongsiekins is growing up!" Sirius exclaimed, pretending to cry. Peter giggled.

"Shuddup Padfoot!" James grinned, nothing could ruin his day. Maybe Lily would talk to him, or anything. He didn't care, anything was better than being screamed at. The entrance of owls had decreased significantly, and the chatter came to a lull when two tawny owls entered, carrying two black envelopes.

James didn't notice their entrance, his mind was happily buzzing with the unlimited possibilities that the smile he received could lead to. "Maybe we—" he stopped speaking abruptly, watching as the love of his life walked into the hall. Her face was calm, but peaceful. Radiantly red hair bouncing as she strode gracefully over to the Gryffindor table and chose a spot next to her friends, she too grabbed a piece of toast and a copy of the Daily Prophet.

James was quite pleased with himself, "Just wait until Mum and Dad hear about this, Mum will be ecstatic…" One of the owls landed softly in front of him, dropping the black envelope into his lap. Puzzled, James picked it up, turning it over to reveal the crimson Ministry of Magic seal, though he didn't notice.

Keen, emerald eyes watched James holding the envelope. He looked up and tried to contain the happiness he felt, their eyes locked on each other for a moment. She was staring at the envelope he held in his hand, her eyes held a fearful expression. James grinned, "I think it's from my Mum," he mouthed across the table.

Lily nodded, looking away to continue reading the morning edition of the Daily Prophet. Sirius shook his head, and Remus grinned. "Open the bloody thing Prongs," he said impatiently.

The front page held horrible news; there had been yet another attack, this time Aurors had been caught in the crossfire. Lily felt sorry for the families of these courageous people, all they were trying to do was help. Biting her lower lip softly, she kept reading.

James lifted the seal and pulled out the heavy parchment. The first line froze the grin on his face:

Dear Mister James Potter,

We regret to inform you that your parents, Nigel and Kathleen Potter were killed in a Muggle Attack last night at 9:56 pm in Kent. They were ambushed from behind. They will be sorely missed. We are sorry for your loss, you have our deepest sympathy.

Sincerely,
Cornelius Fudge

Minister of Magic

James was frozen with shock, unable to comprehend the incredible loss that lay before him. Sirius frowned, "Wussit 'bout?" he said through a mouthful of sausage.

James shrugged, a stony expression replaced the one of sheer joy a moment before. He rose to his feet and silently crossed the hall. Remus shrugged and continued reading his book, while Sirius devoured another flapjack. A pair of emerald eyes looked up from the morning newspaper in time to see him rise. She noted the definite pained expression his deep hazel eyes held. She watched him leave the hall, it was unlike James to leave without the company of the Marauders.

As soon as the huge oak door closed behind him, James broke into a run. He bounded up the marble staircase, taking every shortcut he knew. Tears prickling the backs of his eyes, he kept running, no one could see him now, not like this.

It was not until he burst through the portrait hole and into the Head Common Room that he stopped running. He collapsed onto the window seat, gasping for air, hot tears slid down his handsome cheeks, unable to hold them back anymore his body shook as each new sob tore through his chiseled frame. He couldn't believe it; this had to be some horrible mistake. This was just a dream, a terrifying nightmare, he was going to wake soon and everything would be alright. Memories flooded his mind, making his tears come faster until they formed a steady stream. He saw his mum tucking him into bed and reading a Quidditch story, he saw his father teaching him how to fly on his first broom, his mother fixing his bumps and bruises with hugs and kisses, and his father letting him win his first game of Quidditch.

'Nothing will ever be the same… I have nothing left…' James thought as he stared out the window, watching the rain splatter on the glass. His hazel eyes brimmed with tears wiping them on his sleeve he sat there, staring out the window crying his broken heart out. Suicidal thoughts leapt through his mind, all of them very tempting. "I've got nothing left to loose…" the words caught in his throat as a fresh wave of tears raged through him.

Staring out at the rain with a heavy heart
It's the end of the world in my mind.

Having forgotten one of her books, Lily entered the Heads Common Room unnoticed. It wasn't until she was half way across the room that she had noticed James. At first glance he appeared to be laughing, until his hand came up and brushed away tears. 'I can't believe what I'm seeing,' she blinked. 'James Potter, the James Potter is crying…'

A few months ago, she would have made a snide remark and never let him forget it. But something inside her clicked, she couldn't do that. And she couldn't just leave him. 'I must be dreaming, I am feeling sorry for James Potter…' She couldn't tear her eyes away from his shaking frame; he looked so upset and billowing behind her, she crossed the remainder of the room. Her emerald green eyes taking in his current state and the gloomy weather outside.

James shook his head, "I don't know what to do…" he said in a choked voice, barely audible. That was it for Lily. James startled as something warm wrapped around him, embracing him as he shook.

"Everything will be okay," she spoke softly and gently.

James looked at the arms clasped around him, and the radiantly red hair cascading over his left shoulder. There he was, arrogant, egotistical, pratty James Potter crying in Lily's arms. Her embrace tightened around him, "It's alright James…" she whispered softly.

"So this is what rock bottom feels like?" he whispered.

"I guess so… It'll get better, you'll see..."

Just knowing that Lily was there comforted him a great deal, but even she couldn't give him his parents back. Closing his eyes and willing away the tears, horrible images of last nights events flashed in his mind, triggering a new round of tears. He rose, turning to face Lily, he hugged her hard.

It was at that moment that he realized she was the last thing in this entire world that he truly loved. Sure, he loved the Marauders, but not like he loved Lily. He held onto her tightly, not daring to let go of the only person he loved.

Lily allowed him to hug her, pushing the awkward feelings aside she hugged him back. It was then that James realized Lily cared about him. He felt tremendously saddened by the sudden and hard blow, but knowing that Lily was there for him softened it greatly.

Half an hour passed, and James had yet to let go. Lily didn't mind, "These things take time to heal…" She knew what had happened, but she wanted James to tell her. Talking about it made it easier to deal with.

The darker of the thoughts floating through James' mind had been abolished, 'One of the only things I have left I am holding onto right now…' he thought to himself, some of the darkness surrounding him lifted. His tears slowed, but his hold on Lily didn't waiver.

Because you live and breathe,
Because you make me believe in myself when nobody else can help.

'Come on James, pull yourself together… Or Evans may never let you live it down… Would she do that?' He pulled away from her, pausing to look into her eyes. He could see the obvious sympathy she had for him, backed up by a smile.

"'Think you'll be alright?" she grinned slightly, waiting for a response of any kind. She studied his deep hazel eyes. He nodded, "Thank-you."

"You're welcome…" A stray tear made its way down his cheek; she reached up and brushed it away with the gentleness of a stranger passing by in the street. He caught her hand and squeezed it gently, "You must be an angel… To be this nice to someone who has tormented you for that last six and half years…"

Lily shook her head, "Stop that, I know you would have done the same for me…"

He nodded, dropping his gaze to the floor. "Of course I would."

Because you live, girl,
My world has twice as many stars in the sky

Lily blushed slightly, although it went unnoticed as far as she knew. "You're hands are freezing… I could - - If you - - Would you like some tea?" the words finally came. Seeing James so upset made her very uneasy. He her willow wand out of her cloak she motioned to the armchairs by the fireplace, with one graceful flick of her wand a fire jumped to life in the grate. She placed the kettle in its holder above the flames and sat in the chair opposite sat in silence, rain was drumming on the windows, Lily got up, "I'll be right back," she strode across the room purposefully, entering her own room.

James sat alone in the common room, watching the flames in the grate flare and ebb away in a continuous cycle. When Lily entered the room for the second time, James took notice. She took the chair opposite him, "I want you to hold onto this…" she pressed a snowy white, plush owl into his hands. "My dad gave it to me when on my first day of my first year. He knew that I was scared, about just about everything. Not knowing anyone, learning magic, being so new to everything…"

James looked down at the owl in his hands, it was not very big, but he knew the sentimental value behind it was enormous. Lily conjured two teacups and poured the tea, "If you want to talk about it, I'm here, and if not, that's fine too…"

"It happened to you too, didn't it?"

"What?" Lily asked, looking up and catching his gaze.

"An attack, he took your parents too didn't he?"

Lily nodded solemnly, "About a month back… How did you know?" She straightened up, watching him intently.

James shrugged, "I figured something was wrong, you missed three days of class, you haven't yelled at me in a while and you're quieter."

She was slightly taken aback, "I didn't think that anyone had noticed…"

"I did," he nodded. "I couldn't help but notice… You just weren't the same. The fire in your eyes… It was just gone. It was like your body was here… And that was it."

Lily nodded, "I was always very close to my parents, the thought of them not being there when I got back from school was just too much… I couldn't handle it…"

James looked up, "The perfect Lily Evans couldn't handle something… I think the apocalypse is nearing…" A grin appeared on his face, though after a few seconds, it disappeared just as quickly. "I have only ever seen you happy and angry…"

She shrugged, her radiantly red hair cascaded over her shoulders, "I spent a lot of time in my room, hiding from everyone and everything. I didn't want people to see me like that… Like I'd lost it, when all along everyone here has believed I've had everything…"

James understood some of what she was saying, "It's a little weird having a conversation with you with a normal volume level." James thought for a moment.

Lily nodded, "It gets easier… I know it doesn't seem that way right this moment. But it will," she looked at him, a sad smile on her face. "I understand."

He caught her gaze, her emerald eyes sparkling like a snitch glinting in the sun's rays. A happy feeling swelled inside him, similar to the one he got from a steep dive on his broomstick. "I will pay you back some day…"

She shook her head, "That won't be necessary… I didn't do anything."

"I didn't think I had anything left that I loved, but I was wrong. You saved me…" he smiled a genuine James Potter smile.

Lily blushed heavily, "James, don't say that kind of stuff…"

I wanna fly, looking in your eyes.
Because you live and breathe,
Because you make me believe in myself when nobody else can help.
Because you live, girl,
My world has twice as many stars in the sky.
Because you live, I live.
Because you live there's a reason why,
I carry on when I lose the fight.
I want to give what you've given me always.

"You're a very kind and caring person, you'll comfort someone who you've loathed for so long out of the goodness of your heart. And even though you don't believe it, I think you're perfect…"

Lily avoided his eyes, looking down awkwardly at her hands. "When did you change James… Why has it taken me this long to notice?"

"I don't know, I guess I've finally just grown up… Rougher times forced me to mature. They've shown me that life isn't all fun and games. There are serious risks and in an instant everything that I love can be snagged away…"

Lily traced the intricate pattern on the armchair, "I can relate, to some degree."

James watched her avidly, "Are you still scared?" It took a moment, she paused and looked up. Her eyes meeting his, she nodded. James looked back down at the owl and then met her eyes again, "I guess this means we're on speaking terms…"

"I'd say a little bit more than that… I'd say we're friends."

The earlier excitement within James bubbled up again, "I'd like that…"

Lily smiled, "Me too… After all, you know what they say… Now we'll always have to be friends, we now know too much about each other… Too much that others can't and will not know."

James nodded. "That is very true, as far as this school is concerned; I have never cried a day in my life."

Lily laughed, "I'll believe that when my cloak dries." James laughed, hiding his embarrassment, but not from Lily.

She picked up on it and shrugged, "A little water never hurt anyone…" She paused, "Would you like me to go and tell our professors that you won't be in class the next few days?"

James shook his head, "I have to tell them, maybe if I say it enough it won't hurt quite as much."

"Are you sure you'll be okay?"

"Of course I will…" he whispered, trying not to think of the horrible things people will be saying once the Prophet publishes it all.

Because you live and breathe
Because you make me believe in myself when nobody else can help
Because you live, girl
My world has everything I need to survive

"How do you know so soon?" Lily asked curiously, knowing full well that even a month later the hurt had only dimmed just a touch.

He smiled and touched her hand gently, "Because you live."

Because you live, I live, I live.

Author's Note: I love James!