Disclaimer: Characters? J.K Rowling. Setting? J.K Rowling. Idea? J.K Rowling. I'm just filling in the blanks.

Author's Note: OK, yet another James/Lily one-shot from me (they seem to be becoming my speciality these days :P). This one was written for The Quotes/Sentences Challenge over at HPFC. I love that Forum! :) Thanks go to Pinky Green, the challenge creator. Here's the quote that I used to inspire my fic:

You probably won't remember the test you failed, but you will never forget the person you were with the night before, when you decided not to study.

Enjoy!

Fail.

She couldn't believe it. Lily Evans had never failed anything before, not once, and yet there it was. In thick red ink, block capitals, underlined three times.

FAIL.

Written right across the top of her Transfiguration essay.

Huh.

As Lily scanned the paper once again (in denial more than anything else) she spotted the much smaller 'see me' in the top right-hand corner, and winced. Professor McGonagall was definitely not going to be pleased with her.

* * *

Talk about an understatement.

Lily stood in front of McGonagall's desk at the end of the class, her head down as she listened to the lecture.

"...Really Miss Evans, I'm very disappointed in you...Head Girl, and yet failing an essay so close to NEWTs...simply unacceptable behaviour and frankly-"

Lily raised her head and met McGonagall's gaze, opening her mouth to offer an explanation, to ease the shame she was feeling under such a peircing stare.

"I'm sorry, Professor, I honestly don't know what happened! I've never failed before..." she protested weakly, trying to excuse herself, but McGonagall simply pounced on her words.

"That is precisely the point, Miss Evans! As a grade A student there is absolutely no way you should have failed this examination. What were you doing last night?" Her tone was incredulous, and coloured with a definite hint of disapproval. "I presume you weren't studying."

The pretty redhead could only stare wordlessly at the Professor's disapproving face. She recalled perfectly well what she'd been doing last night, but there was absolutely no way she was going to tell McGonagall. She finally opened her mouth as the formidable woman blinked at her expectantly.

"I was..." Lily started, her face flushing crimson. McGonagall's gaze was unwavering, her beady eyes penetrating right to Lily's soul, and she ducked her head, feeling ashamed. She opened her mouth to try again, without the pressure of her teachers' glare weighing down upon her.

"I..." Lily paused, letting her mind fill with the memories of the night before, of what she was really doing while she should have been studying...

* * *

"Come on, Lily, just five minutes?"

"James, I can't," she protested, smiling ruefully at her boyfriend as he pleaded with her unashamedly. "I have a transfiguration exam tomorrow, and McGonagall will absolutely kill me if I fail."

"But you won't fail," he told her, running a hand through his permenantly tousled hair, and speaking as though he was stating the obvious. "You never fail."

"Yeah, because I study!" Lily rolled her eyes, but couldn't help giggling at how wheedling his tone was. She tossed her long hair over one shoulder as she turned firmly back to her notes, trying to ignore his begging.

As though reading her thoughts, he leaned forward and gently took one of her delicate little hands in his, caressing it lightly as he continued to speak.

"Come on, Lils, I'm begging you here!" He tilted her chin, and locked his deep hazel eyes with her emerald green ones. Lily felt her resolve slowly start to dissolve.

"I haven't even looked at my notes yet..." she muttered feebly, biting her lip. But James sensed she was starting to crumble, and moved his face just inches from hers. His voice came as barely a whisper.

"You won't regret it, I promise." His tone was warm, fluid, persuasive, and Lily found herself believing him...After all, any night spent with James definitely wasn't a night wasted...

"Welllll..." She had lost all steam now, and James smiled.

"Please?" he breathed, before closing the distance between them and pressing his mouth to hers. Lily's eyelids fluttered closed as she instinctively reached her hands up around his neck. The kiss was slow, teasing, perfectly designed to shatter whatever inner-strength she had left.

She kept her eyes closed as James slowly moved backwards, and sighed in defeat.

"Fine." She opened them again to see him grinning widely, and she couldn't help but smile back as she laughed. "Show me this surprise you have."

And she knew she should have felt guilty as she returned his triumphant grin, and proceeded to let him tow her out of the library, away from her thick sheaf of notes. She knew she should have regretted not revising as they lay together on the floor of the Astronomy Tower, watching the stars and holding hands, just being together like a boyfriend and girlfriend should. She knew she should have felt remorse as the night grew darker and darker, and they grew closer and closer, until her head was on his chest and he began softly stroking her hair.

But James was right. She didn't.

* * *

"Miss Evans, are you smiling?" McGonagall's tone was sharp and fierce, cutting through her daydream, and Lily hurriedly downturned the corners of her mouth as she looked up once more.

"No, Professor."

"And are you going to offer an explanation as to what you did last night in place of what you should have?" she questioned, her face impatient.

"I..." Lily paused, and then looked her squarely in the face. "I'm sorry, Professor. I don't remember."

Professor McGonagall quirked an eyebrow, and Lily could have sworn she saw her lips twitch for an instant before her eyes narrowed once more, the unreadable mask sliding back into place.

"Well, Miss Evans, I suggest you work on that memory issue tonight, as I expect you to know all your notes by heart when you re-write this essay tomorrow. Am I clear?"

"Yes, Professor."

"Very well." She started shuffling papers on her desk, and dismissed Lily with a wave of her hand.

Lily moved towards the classroom door, and had just pulled it open when a voice stopped her.

"Oh, and Miss Evans? Please tell Mr Potter that the next time he causes one of my top students to fail a simple examination, I will personally transfigure him into a doorknob."

Lily hastily turned her giggle into a cough, and muttered "I will" before she slid out of the room and shut the door behind her.

* * *

Outside the classroom, she was greeted with the sight of James, leaning against the wall with his hand buried agitatedly in his hair.

"What was that?" he asked her, sounding guilty. "Did you fail? Oh Lily, I'm-"

"Forget it," she cut him off, pressing a finger to his lips as she stretched upwards to kiss him on the cheek. "I have no regrets."

She offered him a sweet smile, which he hestitantly returned, unsure as to how honest she was being as she took off down the corridor.

"Well, OK...maybe one," she called back over one shoulder, and James looked worriedly into her eyes, oblivious to the wicked glint in them. He waited, raising an eyebrow questioningly.

"I would have really liked to see her turn you into a doorknob." She winked, and that was all the encouragement James needed. He took off after her, both of them laughing as they disappeared around the corner.

A/N: As always, I'd love to know what you think! Go on, review - you know you want to! :)

Enjoy!