Lily Evans is not an easily outsmarted witch. She isn't one to be tricked or made a fool of. She is smart and sure and quick thinking. She isn't ever caught off guard or taken aback. She is an excellent judge of character and knows how to read people better than her own thoughts. Nothing surprises her. People and events are predictable.

So why, you may ask, is she standing alone in the middle of the Prefects Bathroom completely and absolutely dumbfounded?

It is just as simple of a story as it is a convoluted one. It begins many years before and doesn't truly end for several years after.

She had been doe-eyed and unsure of herself when she started at this school but with her intelligence and sheer instincts she quickly got over that. Now she is well on her way to being Head Girl.

Lily's mind stays clear always, never letting anyone or anything get the better of her. Some say that she is harsh, unforgiving and in desperate need to loosen the stick up her arse, other's say she is just quite plainly a bitch. Not many people know her well. Not even her friends. She gets on with them well and enjoys their company, but she has never opened up to them for the important things in life. The only person who had known her well had let her down more than anyone ever has in her life, and for that, she has become more harsh, unforgiving, and well, bitchy.

This doesn't mean that she isn't a pleasant person. No, Lily Evans is very sweet, kind and helpful, when you aren't trying to pry into her personal life. She is the model student. She attends Quidditch matches to cheer on her house, loves to take part in school clubs, tutors first and second years in Charms and Potions, enjoys going into Hogsmeade with her friends and never ever gets into trouble.

Lily Evans is in short a Prefect.

Being a sixth year prefect means that Lily has had access to the Prefect's Bathroom for nearly two years now. It is perfect for her because she is impatient and sharing a dormitory bathroom with three other teenage girls is infuriating. Plus, the Prefect's Bathroom is the ideal place to be alone and think.

It is a very sunny Sunday morning and exams would be starting the next day. Normally Lily would be studying her head off but today she just wants to relax for a bit. She lays in her bathrobe, hair hanging damp around her face, on one of the benches near the doorway. She sighs as she replays the previous night for herself.

-Flashback-

Lily's ex-boyfriend Ezra Diggory, seventh year in Ravenclaw, Keeper for their Quidditch team and Head Boy, had asked her if she could cover for him on rounds tonight. He had told her that he had a date with a fellow Ravenclaw seventh year and asked her to fill in for him because well Lily never has a date on a Saturday night.

That stung slightly, coming from her ex-boyfriend. But she told him she would do it, and took on his responsibilities while he went off with his newest fling.

She isn't sure why she and Ezra hadn't worked out. She supposes it is mainly because of her refusal to share almost anything about herself that isn't already common knowledge. Also, there was the fact that when they snogged she was more often than not thinking about what other worthwhile things she could be doing instead. Heartless, maybe, but true. They had no spark.

While doing rounds for Ezra, Lily comes across three Slytherins standing in the Entrance Hall.

"You should be in your common room." She calls to them and they turn to sneer at her. "I will have to report you to the Head Boy and Girl. Please make your way down to your common room at once." She says in commanding voice.

She recognizes the two boys from her year, and the girl as a seventh year. More importantly, the girl is best friends with the Head Girl, Ursula Knott.

"Fat lot a good it will do you, Ursula won't put us in detention." The girl sneers.

"Ursula doesn't have to, Ezra will." Lily tells her and the three Slytherins laughed.

"Still cut up about Diggory ditching you? Upsets you does it that he realized he is too good to be seen with a Mudblood." Lily very nearly winces. The word hurts her more than she will ever say out loud.

"Get down to your common room before I find a teacher." Lily threatens and they just snigger.

"What do you reckon Ed; think we can show the Mudblood prude how to loosen up?" Evan Rosier asks and Edward Mulciber laughs.

"I think we can." He says smiling evilly at her. The girl makes noise of disgust and heads off to her common room.

Lily glares at the girl's retreating back with her wand in her hand. She won't let these toe-rags intimidate her, even if she is frightened beyond belief at this moment. They, along with their group of Slytherin cronies, are rumored to be Death Eater wannabe's and Lily knows for certain that the rumors are true.

She holds her wand tighter, waiting for the attack when a voice rings out from the top of the marble staircase.

"Interesting Mulciber, I thought you had more sense to try and hex a prefect, then again that may be wishful thinking." James Potter says and Lily glances up to see him walking slowly down the stairs.

She can't see his wand, but she knows he will have it at the ready. She isn't surprised by his presence. He always has a habit of turning up when she most needs him; it's something that Lily has grown used to. Not that she depends on it. No she doesn't depend on anyone. People, while predictable, are undependable.

The fact that it's two hours after curfew and that he isn't a prefect so therefore has no reason to be out in the corridors doesn't seem to bother James. He must know she will turn him in with the others, but that has never stopped him before.

"And Rosier, won't your girlfriend be angry that you are sneaking in broom cupboards with Miss Crabbe when poor Miss Burke is up in your dormitory waiting for you?"

This statement catches Lily off guard a little, not that she is surprised that Rosier is cheating on his girlfriend, but that James knows that Rosier is cheating on his girlfriend. Where does he get all his information from? She wonders.

"This isn't your business Potter, shove off." Rosier says angrily.

"On the contrary Rosier, this is my business. You see, my Gryffindor chivalry will not allow me to let you cheat on your girlfriend."

Lily knows that this is a complete lie. It's more like his stupid prat of a self has some insane belief that Lily somehow needs his help whenever he finds her in these situations. His so called 'chivalry' is for her and everyone present knows it. He has reached them now and he comes to a stop next Lily, his hands casually in the pockets of his robes. Lily knows he is grasping his wand.

He is at least a fifteen centimeters taller than her, probably more. It infuriates her that if she wants to look at him in the eye she has to look up. She is glad for his presence though. However sure she is that she can handle these two, she is not stupid. She knows that they have no qualms about using dark magic, the kind of magic that renders you unable to fight back. It is good to no longer be alone. At the very least he can report her murder to Dumbledore.

James smiles as Rosier glares at him. Mulciber scoffs. "Run back to your Hufflepuff scrubber and shag her like you normally do on Saturday night Potter, this is between the Mudblood and us."

Lily sees James' face lose its calm appearance. Lily wants to scold him. It is never good to let them see how angry they are making you, it only eggs them on. Surely he knows this. The taunt about his girlfriend must have touched a nerve. It certainly touched a nerve in Lily. She didn't know that he had a girlfriend.

"I believe Miss Evans asked you to return to your common room. Please do so before I lose my patience and make you regret attending Hogwarts in the first place." James says through clenched teeth. Lily inwardly rolls her eyes. Only James Potter would think he can make such demands and people will listen. He isn't even a prefect.

To her great fury Mulciber and Rosier share a look and then, sneering at her in disgust, back away towards the dungeons slowly. Once they are gone from sight she turns to James.

"What in Merlin's name do you think you are playing at Potter?" She asks angrily. Before he can answer she continues on. "I am perfectly capable of handling myself when it comes to unruly students such as you. I don't need you making me look weak to them! Get back to YOUR common room before I make YOU regret ever attending Hogwarts." She says poking him hard in the chest to emphasize her words.

He gives her a hard stare before turning around and walking away muttering something that sounded to Lily like, "Last thing anyone thinks is that you are weak, Evans."

-End of FlashBack-

She is glad once again for the solitude of this bathroom. It gives her time to think about everything without prying eyes watching and judging her, waiting for her to show signs of weakness. This is her time to be alone and let herself break down before composing herself and rejoining the castle as the Lily Evans they know and respect.

A soft knock comes at the door but before she even turns her head towards it, it opens. The untidy black hair followed by the tall muscular frame of James Potter enters the bathroom and she represses her groan. He doesn't notice her on her bench and before she can call attention to herself he is already pulling off his bathrobe, exposing his hard, slightly hairy, chest to the room. She admires him for a second, the taught muscles from years of Quidditch and Marauding, the tan skin from hours out by lake, his dark chest hair trailing down his stomach and disappearing beneath his pajama pants, displaying just how grown up he really is now.

"What do you think you are doing Potter?" She asks and he jumps and looks around like a third year that has just been caught wanking by his mother.

"Merlin Evans, you nearly gave me heart failure." He says clutching his chest.

"You're the one who barged in here." She reminds him sitting up on the bench to glare at him.

"I knocked."

"You didn't give me time to answer though."

"Suppose not. I just didn't think anyone would be up at this hour on a Sunday." He looked at her thoughtfully. "Should have known you would be I guess. I wasn't thinking this morning. Sorry."

"What?" She asks astonished.

"I know how to apologize Evans, don't act so surprised. You've heard my apologies more than most." He reminds her.

"No, I mean what did you mean by you should have known I would be here."

"Oh, it's nothing. I just meant that it figures that the only time I have to relax, this place is already taken." He says shrugging and she knows he is lying. He is a good liar, she'll give him that. But she is better at detecting lies. Especially from him. She has learned from years of practicing how to read his every facial expression.

That is just another of the many, many things she will never admit out loud. She has been infatuated with James Potter since second year. It started as an innocent school girl crush, just like every other girl in school. The crush had grown though when he became 'forbidden fruit', if you will.

You see the person who has left Lily Evans so jaded, her former best friend Severus Snape, hates James Potter. Being the friend that she is, she promised said former best friend, that she would never, ever, be friends or anything more with James Potter.

She supposes that she should have seen the rift in friendship coming between her and Snape. He was nothing like the boy she had met when she was nine. He grew angry when they came to school and resented that she is a Gryffindor while he is a Slytherin. Years passed with mild discomfort between them but they were able to keep their friendship alive. She shared everything with him and he knew all her secrets. He knew everything about her. The only thing she didn't tell him was her secret feelings for James. She told him she despised the boy, and made a big show if acting as if she did.

Things went to hell when James decided to show interest in her. Snape grew more distant, she grew closer to Mary Macdonald and Beth Robins, two of her dorm mates. She didn't tell them anything like Snape knew, but it was only a matter of time that they found out. She wasn't scared either. They were just as good of friends as Snape was at the time, no need to hide anything from them. That is not until the day that James and his best friend Sirius Black decided to pick on Snape, to torment him really.

She tried to stop them, told them to back off. Then the irrevocable words came from Snape's mouth. Words to this day she has not forgiven. The next few weeks were the worst of her life. She lost her best friend, the person who knew her every secret and found ways to use those secrets against her. His Slytherin cronies, the future death eaters, came at her with their scorn a hundredfold and she was forever changed.

It took her all summer but she learned to control most of her emotions, learned to shut people out even better. Still, she has friends, but none like Severus. Never again will she let herself be that open to a person again. Mary and Beth deserve a friend who is willing to tell them everything, but Lily isn't willing to risk that pain again. They stick by her side though, and are as close as anyone has gotten to her since Snape.

When she came back sixth year, with her new persona, she was surprised to find James Potter had come back with his own new personality. If she was honest with herself, which is the only person she is every truly honest with, she finds it more attractive than his old one. He asked her out at the beginning of the year and she denied him yet again. But not for the same reasons anymore.

Ezra asked her out and she accepted. She wasn't attracted to him the way she is James, but that meant the risk of her getting hurt was significantly lower. When they had broken up James asked her out again. She denied him again, this time with even more reasons than before. She wouldn't risk the same fate for her and James as it had been with her and Diggory. She cares too much for him for him to be some useless ex-boyfriend to her. They aren't really friends, but that is because he is more to her than that. He is the one constant in her life that hasn't changed since first year.

Not that she would ever tell him that.

"Lily?" James asks and she is brought back to the present to stare at him. "Are you alright?"

"Yes of course I am alright, what would make you think I'm not?" She asks taken aback.

"I know you." He says simply.

"You don't know me." She says angrily. I won't let you know me.

"Yes I do, I know when you are upset and trying to hide it."

Lily bristles at this. He can't know that. "You don't know me Potter. Your arrogance may be telling you that you know everything about every witch in the castle, that I am just like your Hufflepuff girlfriend and that I wear my heart on my sleeve. But I am not and you know nothing about me." She says angrily, accidently adding the fact that he has a girlfriend in there. She hadn't meant to, but it felt good for her to see him look taken aback by her words.

"I do know you, Lily. I know more about you than you ever wanted me to know."

"You don't even know five things about me, Potter."

"Number one, your middle name is Anne. Number two, you are smart-arse and extremely sarcastic. Number three, you can see thestrals. Number four, you use curse words worthy of a Marauder. Finally, number five, you had a crush on me in second year." James says, almost triumphantly. Lily just stares at him, completely speechless.

Finally she gains some sense. "That proves nothing Potter, that's all pretty common knowledge stuff there." Except that I can see thestrals and that I had a crush on you.

"Fine, I will keep going then. You are allergic to bananas. You hate strawberries because the seeds get stuck in your teeth but you love their smell so you use strawberry scented shampoo. You love Quidditch but you act as if you could care less about it. When secretly you own 'Quidditch Through the Ages' and subscribe to three different Quidditch Magazines. You love to laugh and get almost as much enjoyment out of a good prank as I do, as long as no one innocent gets hurt. You love the color pink but you are afraid to wear it because you think it clashes with your hair, even though it brings out your skin tone and makes you look even more beautiful than you already do.

You have a sister, named Petunia, who is two years older than you though she looks nothing like you. Your parents died when you were seven years old and you and your sister were adopted by your next door neighbor. You and your sister don't get along and to this day won't talk for some reason, even though you love her very much. Snape was the one to tell you that you are a witch and he was your first best friend. For some reason you were blind to how evil he is and he and Petunia are the reason that you changed into the hard and mistrusting person you have become.

You hate tea. Bags or leaves, you despise both but accept it politely if anyone offers it to you. Your favorite flower is a white calla lily, even though you think it is horribly cliché so you tell everyone it's a peach rose. You named your owl Oscar because you always wanted to have a cat and name it Oscar but your sister is allergic. You love to ski and would rather spend the day on the slopes than you would at the beach. You've wanted to be a Healer ever since first year. When you are nervous you use your thumb nail to flick your pinky nail and make a clicking sound that is so terribly annoying, yet oddly relaxing at the same time.

You are an extremely trustworthy person and keep all of your friend's secrets even though you won't tell them any of your own. You work so hard in lessons because you want to prove to everyone that you are a good witch and are worthy to be here, when everyone already knows you are the best in the year.

I know that you smelled me in the Amortentia at the begging of the year and even though you never let me close to you, your eyes tell me everything I've ever needed to know. That's why I have never given up on you, because I know that you have secretly wanted to say yes to me ever since the first time I asked you. I know that you still refuse me now because you are afraid of letting me love you, or maybe that you are afraid to love me in return. Either way, you are afraid of love.

Finally, I know that you come in here and cry every time someone calls you mudblood or tells you that you aren't good enough to be here. Even though you know it's jealously or prejudice. You come here and you sit alone and cry so that no one will know that you are secretly just as weak as the rest of us with just as many insecurities and fears."

He stares at her as those words seep into her very soul. His hazel eyes bore into hers and she knows he isn't finished yet. "So don't tell me I don't know you Lily. I know you better than anyone else in the world probably. And I doubt you even care."

Before she can even process that last sentence he is gone. He picked up his bathrobe and slammed the door behind him.

This is the reason why Lily Evans is standing alone in the middle of the Prefects Bathroom completely and absolutely dumbfounded.

A/N: So there you have it. James Potter is of course the reason Lily is dumbfounded :)

I appreciate Reviews, good or bad, helps with the whole growth thing.

I have an idea for a second chapter, turn this into a two-shot. I wasn't sure if I should add it or leave it as is. Opinions?