A/N- More bad writing! Yay! I couldn't resist. After "Crooked Kisses" yesterday, I just /had/ to write another fic. (I may or may not be working on a sequel to that, by the way)(haha... helpful). Anyway, I WROTE this fic before I actually added the song. It just seemed to fit perfectly. It was kind of scary actually… Hmm…

Yes, I know the title's awful. Suggestions welcome!

Anyway… my cookie offer for anyone who's actually read this A/N still stands… no one asked for cookies in my last story, so I'm assuming that my "No-one-reads-the-first-A/N" theory is true.

Oh well.

Anymoo… on to the disclaimer.

Disclaimer: I don't own Harry Potter (whoop-dee-doo for me), and refuse to be funny about it. Oh… I also don't own the song 'Satellite'. I'm jealous Guster. Really, I am.

Learn to Fly-

Lily threw a glance over her shoulder, making absolutely sure that there was no one behind her. She walked briskly down the moonlit path to the Quidditch pitch, trying to keep her eyes open as she fought sleep. It was late and Lily was not meant to be awake, but Lily was not one to take a challenge lying down.

Her friend Sharky had made a blithe comment about Lily's inability to fly at dinner and Lily was determined to prove her wrong. The fact that she hadn't been on a broom for the past… well… ever did not deter her.

'It can't be that hard!' Lily reasoned. James Potter certainly seemed to manage it well, and Lily was sure that she could manage anything Potter could.

As she entered the Quidditch Field, Lily looked over her shoulder one last time. This, paired with the dark, was probably why she missed what was right in front of her. Unfortunately, what was right in front of her did not spot Lily either until it was too late. Before she could turn around, a broom and its rider barreled into Lily, knocking her over and downwards. She gasped in pain.

"Oh crap!" came a voice she knew all too well. "What in the world are you doing here after hours Lily? Come to think of it… what are you doing here at all?"

"I could ask the same of you, Potter." She replied coolly, brushing herself off and picking up her broom. "Or do you often lie in wait, ready knock people off their feet?" She blinked several times, trying to get her eyes to focus in the dim moonlight.

Shining like a work of art

Hanging on a wall of stars

Are you what I think you are?

James Potter stood up and, for a moment, his face was framed by the moon. His hazel eyes were soft with concern, but Lily caught herself looking at his strong jaw and long, almost girlish eyelashes. Lily felt her heart quicken and shook herself.

"What are you thinking?" she berated herself. "You've never cared about Potter's looks before, and you don't care about them now!"

"Sorry about that." He said, obviously trying not to grin. Then he grew a little more serious. "I come down here to practice without the whole giggling fan club of girls that seem to enjoy stalking me." Lily could have sworn he was cringing. "If I have to hear one more 'Oooo! That was just amazing James!' from some gushing girl I think I'll wring her throat." Lily smiled despite herself. She could tell he was gritting his teeth.

"I was under the impression that you enjoyed that kind of thing Potter." Lily said, laughing. James did not choose to laugh along with her.

"Then you don't know very much about me Lily." He replied gravely. His tone confused her. It was as if he was sad about something. Thankfully, he changed the subject. "Your turn. Why are you down here?"

Lily blushed and nibbled at her lip. She looked closely at James. "Promise you won't tell?" She asked. He nodded. "Alright then… I'm here to teach myself to fly. Sharky said that I couldn't today, which is true but… well… yeah" she finished lamely. James surprised her by laughing.

"You can't fly?" he asked. She glared at him. "Okay, okay. I'm sorry. Listen… Lily… I'll teach you to fly if you want. You're not going to learn it by yourself… It's harder than it looks."

Surprised, Lily looked at him. Was Potter being… nice?

"No pranks?" she asked, suddenly wary. James looked offended.

"What kind of guy do you think I am?" he asked.

"James Potter." She replied shortly. "Now… how do I get on this thing?"

You're my satellite

As he showed her how to position her hands on the broom, Lily couldn't help but wonder if she was ever anywhere without James. She couldn't even sneak out for some after-hours flying without him being around. It was almost nice, having a constant presence like his, annoying as he was.

'Has he ever not been there for me?" she wondered silently, trying to think of a moment besides the ones she spent in her room that James where not been pestering her. He had, somehow, managed to have the exact same class schedule as her for seven years running, something not even Sharky had managed, despite their many schemes. He was always there at mealtimes, always there for meetings, always just down the hallway, ready to prank her or ask her out.

'And to think I hardly know him.' The last though made her jump, and she missed James's lecture on kicking off examine it. It was true. The one person who had been around her the most in the past seven years was the person she knew the least.

"Alright then," said James, interrupting her thoughts, "I reckon you're ready to give it a go."

Lily gazed down at her broom warily. She threw her leg over it as she had seen James do and gripped it tightly.

"Don't throttle it." He advised. She nodded, suddenly wishing she'd been paying more attention when he'd told her how to kick off. Squaring her shoulders, she leveled out the broom and pushed off with her feet, eyes squeezed tightly shut. Moments later, she felt a dizzying sensation and heard James's peals of laughter.

"You, Lily Evans, look like a loon." He informed her. She opened her eyes.

"Why are you sanding upside down?" She demanded. Then she realized that she was hanging off the bottom of her broom. She yelped in surprise and tumbled to the ground, sending James into another fit of laughter.

"Let's try that again, shall we?" He asked, helping her up. Lily couldn't help but notice how big his hands were as they enveloped hers and pulled her up. She shook herself to clear her head of silly thoughts and brushed herself off for the second time that night.

"Why is it that most of the time I spend around you seems to involve me spending time on the floor James?" she asked. She mounted her broom again, and attempted to kick off. This time, her broom flew out from under her and raced across the pitch, leaving her on her rump.

"Laugh and die." Lily said through clenched teeth. James contained himself with difficulty.

"Alright, this isn't working." He said.

"Noticed that, have you?" she asked bitterly. "You know, it's a lot easier to embarrass myself when there's no one else around."

"Are you suggesting that you care what I think?" he asked mischievously, a glint in his eye. Lily's mouth twitched involuntarily.

"I knew you couldn't keep the nice guy act up for long." She said, sticking her tongue out at him. He laughed, and pulled out his wand.

"Accio Lily's Broom!" He said. Then he looked at Lily. "I think you're going to need even more help than I thought." He said. Lily looked embarrassed.

"Would it… bother you if I… well… if I rode with you? It's a lot easier to show someone how to fly if you're on the broom with them." He mumbled, blushing slightly. Determined to keep the situation from being too awkward, Lily merely nodded.

"Sure, why not?" she said, trying to mask her feelings.

You're riding with me tonight

Passenger side, lighting the sky

He breathed what seemed to be a sigh of relief.

"Alright, I'll sit behind you and guide the broom." He said calmly. For some reason, this struck Lily as being very funny.

"You know what they say about backseat driving…" she began. Then her voice trailed off as she saw the confused look of James's face. She grimaced. "Sorry. Muggle saying. Anyway… let's do this, shall we?" He grinned at her and held out the broom, which she boarded quickly. She concentrated on keeping her breathing totally and completely normal as James hopped on behind her.

Slightly hesitant, James reached out, his arms moving past Lily's waist and his hands finally resting on hers as he instructed her once again on proper positioning, and used his hands to show her what hers should have been doing. Lily stopped focusing on breathing normally and gave her full attention to just breathing, which, for reasons she did not understand, she was having difficulties with.

Always the first star that I find…

You're my satellite

James kicked off with an ease Lily envied. He was giving her more instructions, which her body obeyed mechanically, leaving her mind annoyingly free to feel him breathing, though unintentionally, on her ear.

"See? This isn't so hard!" he said. She could tell he was grinning.

"No," she admitted, "I think I can almost see why everyone's so obsessed with it now. It's… fun."

James remained silent for a moment, though he moved his hands slightly to the left, making them turn a bit. Then, out of the blue, he said, "Let's do something… out of the ordinary…"

Lily turned herself a little to look at him. "Like what?" she asked him, suddenly suspicious all over again. But James was already guiding the broom out of the Quidditch pitch and out towards the lake.

" I feel like getting a better look at the moon." He told her. She smiled.

:I hate to break it to you James, but I doubt we can get to the moon and back before morning." She said lightly.

Elevator to the moon

Whistling our favourite tune

Trying to get a closer view

"We needn't go all the way there." He said teasingly, as he rose up into the clouds with her. "I think this is quite close enough." Looking down, Lily gasped. "Oh, about that," said James, "Don't look down."

"Little late." Said Lily quietly. But for some reason she wasn't scared. Hogwarts looked very different from so high, more like a picture postcard than anything else. It was almost as if it put things into perspective for her.

"I've only ever been up in the clouds like this once really," said James suddenly, interrupting her thoughts. "Usually I'm to busy playing Quidditch or training for it to actually enjoy flying itself. It's peaceful up here though. Different."

"It certainly is that," replied Lily, feeling obliged to keep the conversation going, "It's as if I can finally see that all my major worries are really very small now that I look at them. Besides the NEWTs I mean. Those are still huge. Weird how they never seem to shrink in size. Anyway… it's beautiful up here, you know? I never knew what I was missing."

Lily blushed slightly, realizing she was blabbering. "Sorry." She mumbled.

"For what?" he asked, genuinely surprised. Lily found herself turning to look at him. She opened her mouth to answer, and then wondered if she was really sorry for talking too much, or if something else had made her apologize to James.

'Am I sorry for all those times I rejected him? Am I sorry for not realizing that he was different underneath the fakeness? Am I sorry for not talking and laughing with him sooner?' she wondered.

"You look like a fish Lily." He said, grinning. She gave him a wry look.

"Just a tip James… Don't compare girls to loons or fish. They don't take to it well." Lily advised. James looked at her, barely concealing a grin.

"What're you going to do to me Lily? Push me off?"

Lily pretended to contemplate this. "You know, I just might…" she teased, placing her hands on his shoulders and starting to push lightly.

"If you push me off, I'm taking you with me." He said, wrapping his arms around her waist. Lily's arms slipped, falling around his neck.

It took Lily a minute to realize that she was in James's embrace. The joking mood in the air seemed to disappear and her eyes connected with his.

"I-James…" she said. But that was all she was able to say before James's lips touched hers softly and her mid went utterly blank. She could finish her sentence later.

After all, James wasn't going anywhere.

You're my satellite

You're my satellite

A/N- Whee! That was fun to write! Haha… anyway, please review, even if it's just to tell me how awful it was, or tell me about me many mistakes I made (I really need a Beta, but I don't write enough to deserve one…).

Anyway, I realized the other day that my stories get like 500-600 hits, and only like… 4 people review. How tragic. 

Haha… but anyway, much luff to prongsxlilyflower Flower 'n' Prongs piggy396and padfootsdaughter. Y'all are the /best/ for reviewing!

Again, BETTER TITLE IDEAS APPRECIATED!

Muchos Luff to all you who read this,

.:Froggie:.