Disclaimer: I do NOT own Harry Potter. That entire (brilliant, might I add) world belongs to JKR herself. Anything you recognize is hers, and anything you don't is most likely mine.

A/N: Ok. So I'm giving it another try. I'm going to try and stay somewhat cannon, but I know I will have some AU, so read if you want. The prologue that I have right here . . . some of it (well most of it actually) is taken straight out of HPOOTP but I did add some things to it. So whatever you recognize obviously is JKR's and anything different came out of my crazy mind. =) So I hope everyone likes this story. Remember, constructive criticism is welcome, flames are not. Just drop a review and tell me what you think!

Prologue: Year 5

The day was filled with bright beautiful sunshine, which was currently streaming in through the high windows of the Great Hall onto the bent heads of the students taking their exams. It was a very warm day for early June, and Lily Evans sat comfortably in her chair watching as the other students hurried to finish their exam. She looked around and saw her best friend, Miriam Rushwood sleeping soundly on top of her exam, the line of drool just inches away from her paper. Lily let loose a soft chuckle. She looked about two rows back and saw her other best friend Selena Belen twirling a strand of her sleek black hair idly while gazing lovingly at the back of the head of the boy in front of her, Ryker Huntington, a Ravenclaw. Smiling and shaking her head she turned and looked to her left at another one of her best friends Vanessa Foster. She had her exam in her hand and quill in her mouth and was hastily checking her answers, making sure she got everyone of them. She seemed so determined to get an O. Looking away from her she turned to the back to look at her last best friend Effie Zale. She noticed that she was scribbling on her spare piece of parchment. She had developed this habit during second year.

"Five more minutes!" screamed the small voice of Professor Flitwick from the front of the hall. Deciding that she better look over her answers one last time, she turned back to her parchment. Hers was at least a foot longer than her neighbors around her, but she didn't mind. After doing a quick sweep of her exam she looked back up and to her right where she noticed that Severus was still scribbling away. She shook her head with a crooked smile on her face. He was excellent at not only Potions, but also Defense Against the Dark Arts and she was sure that he would not rest until he answered every question as thoroughly as possible.

"Quills down please!" squeaked Professor Flitwick again. "That means you too Stebbins!" he called to a boy sitting between Lily and Vanessa in the front row. "Please remain seated while I collect your parchment!" He called to the students for he noticed a few already edging their way to the doors to get out into the sunshine. "Accio!" More than a hundred rolls of parchment zoomed into the air and into Professor Flitwick's outstretched arms, knocking him backward off his feet. Several people laughed, including, Lily noted moodily, James Potter and Sirius Black. Lily and Vanessa were among the few students at the front that got up and helped lift Professor Flitwick onto his feet again,

"Thank you . . . thank you," panted Professor Flitwick. Once he had the rolls of parchment stacked around him neatly, he called to the hall, "Very well, everybody, you're free to go!" Lily went back to her desk and hastily shoved her things into her bag. Just as she finished, Miri came up behind her, closely followed by Effie. Lily threw her bag over her back and turned to meet the two.

"Well if you ask me . . . that was a piece of cake!" exclaimed Miri.

"Well, it's a good thing no one asked you then, huh?" answered Vanessa as she joined the three, a smirk upon her lips. They all shared a laugh then headed toward the doors.

"Where's Selena got to?" asked Effie as she looked around the hall for their other friend.

"Probably off trying to get Ryker's attention for the millionth time," Miri said offhand, arms waving in the air. "She knows to meet us by the lake when she's given up."

The four of them walked out the doors of the Great Hall and out into the brilliant sunshine. It seemed like the entire 5th year was outside, taking advantage of the nice weather. Lily looked around and saw Severus walking in the other direction toward one of the trees a few feet away. She noticed that he was still examining the questions from the exam and decided to not bother him. She would catch up to him later. Once the four of them reached the lake, they pulled off their socks and shoes and stuck their feet into the cool water. Vanessa immediately pulled out her Transfiguration textbook to review for the next exam. Miri and Effie both laid back onto the grass, feet still in the water, and began to guess the shapes of the clouds high above them.

"Oh! Look at that one!" Effie called out, pointing straight up into the air. "It looks like a bike."

"A what?" asked a confused Miri.

"It's a muggle thing," Effie tried to explain. "Muggles ride them around. They have two wheels and handle bars, and . . ." catching the confused look on Miri's face, she sighed and said, "oh never mind," and continued to look at the clouds.

Lily chuckled silently to herself. Effie was a half blood, she had one magical parent and one muggle parent, her father was a wizard and her mother was a muggle, whereas Miri was a pureblood. She descended from a long line of Rushwood's, her grandmother was the famous Fifi Rushwood, author of the Enchanted Encounters series, who passed away when Miri was eleven. Vanessa was also a half blood like Effie except that her parents were both a witch and wizard, her father was a muggleborn, making her a half blood. Selena was a pureblood from Greece. She and her parents moved to London when Selena was two. They are both Aurors and had been transferred there. Lily herself was a muggleborn.

Lily turned back around, content to just watch the other students. A few minutes after they sat down, they were joined by Selena who sat down huffily next to Vanessa.

"Aw, come on Nessa. Even Lily isn't studying now. Why don't you take a break?"

Without even glancing up from her book, Vanessa asked, "Give up on Ryker already? This must be a new record. It's only been less then ten minutes." They could all hear the smile behind her words.

Selena sighed. "He just doesn't get it," she said huffily. "I don't know what else I can do to show him that I like him!"

"You could just tell him." Lily suggested, knowing full well the black haired girl would never do such a thing. Selena looked scandalized at Lily's remark. "Or maybe not." She added under her breath.

A few more peaceful moments passed before Lily noticed that the students were all gathering around one spot. Thinking they could be up to no good, she started to pull her socks and shoes back on. Vanessa sensing her movement looked up from her book for the first time. By now Lily could hear shouting voices and the laughing of the crowd. She stood up and rushed over toward the crowd. "Prefect Lily in action," Vanessa said randomly as she went back behind her book. The rest of the group was watching Lily as she advanced toward the crowd.

As Lily got closer she could hear distinct voices, "You -- wait," someone was panting. "You -- wait . . . " She knew that voice. It was her best guy friend, Severus Snape.

"Wait for what?" She also recognized that voice. "What're you going to do, Snivelly, wipe your nose on us?" She groaned. Black! She thought. That means Potter isn't close behind. She groaned again. Why couldn't they just pick on someone else, or no one for that matter. She heard as Snape let flow a few choice curse words.

"Wash out your mouth," she heard the voice of James Potter demand. Then he said coldly, "Scourgify!" Now Lily was edging her way to the center of the crowd. She saw as pink soap bubbles streamed form Snape's mouth at once, the froth was covering his lips, making him gag, and chocking him. Deciding that she should step in she stepped forward with her hands on her hips,

"Leave him ALONE!" she yelled in the loudest voice she could muster. James and Sirius looked around. James's free hand jumped to his hair, an annoying habit that Lily hated. This only frustrated her even more.

"All right, Evans?" James said, his tone of voice suddenly turned pleasant, deeper and more mature.

"Leave him alone," Lily repeated. She looked at James with a great amount of dislike. "What's he done to you?"

"Well," said James, "it's more the fact that he exists, if you know what I mean . . ." Many of the surrounding watchers laughed, Sirius and Peter included. Lily looked around for help. She spotted Remus sitting on the ground a few feet away and saw that he was deliberately ignoring the situation, reading a book. A sudden burst of anger surged through Lily. She didn't find this funny. She turned her attention back to James.

"You think you're funny," she said coldly. "But you're just an arrogant, bullying toerag, Potter. Leave him alone."

"I will if you go out with me, Evans," said James quickly. "Go on . . . Go out with me, and I'll never lay a wand on old Snivelly again." Behind him, no one took notice that the Impediment Jinx was wearing off. Snape was beginning to inch toward his fallen wand, spitting out soapsuds as he crawled.

"I wouldn't go out with you if it was a choice between you and the giant squid." Said Lily.

"Bad luck, Prongs," said Sirius briskly, turning back to Snape. "OY!" But it was too late; Snape had directed his wand straight at James; there was a flash of light and a gash appeared on the side of James's face, spattering his robes with blood. Lily looked at Snape with shock on her face, but that was quickly covered up with anger as there was another flash and Snape was hanging upside down in the air, his robes falling over his head to reveal skinny, pallid legs and a pair of graying underpants. Many people in the small crowd watching cheered. Sirius, James and Peter roared with laughter. Lily, who was still furious, couldn't help the small smile that started to appear across her lips. But she quickly masked it, hoping that no one had seen. She was, after all, Snape's friend. Little did she know that Snape had seen her small smile. Anger welled up inside of him. Suddenly Lily called out, "Let him down!"

"Certainly," said James and he jerked his wand upward. Snape fell into a crumpled heap on the ground. Disentangling himself from his robes, he got quickly to his feet, wand up, but Sirius said, "Locomotor mortis!" and Snape keeled over again at once, rigid as a board.

"LEAVE HIM ALONE!" Lily shouted. She now had her own wand out. James and Sirius eyed it warily.

"Ah, Evans, don't make me hex you," said James earnestly.

"Take the curse off him, then!"

James sighed deeply, then turned to Snape and muttered the countercurse.

"There you go," James said, as Snape struggled to his feet again, "you're lucky Evans was here, Snivellus –"

"I don't need help from filthy little Mudbloods like her."

Lily blinked, stunned. "Fine." She said coolly, determined not to show the hurt that she felt. "I won't bother in future. And I'd wash your pants if I were you, Snivellus." She knew using James's insult wouldn't hurt him as much as his words hurt her, but she was hoping it would sting in the least.

"Apologize to Evans!" James roared at Snape, his wand pointed threateningly at him.

"I don't want you to make him apologize," Lily shouted, rounding on James. "You're as bad as he is . . ."

"What?" yelped James. "I'd NEVER call you a -- you-know-what!"

She had to push back the tears she could feel forming in her eyes. All she wanted to do was get out of there. She let all of her frustration out on James. "Messing up your hair because you think it looks cool to look like you've just got off your broomstick, showing off with that stupid Snitch, walking down corridors and hexing anyone who annoys you just because you can – I'm surprised your broomstick can get off the ground with that fat head on it. You make me SICK."

She turned on her heel and hurried away before anyone could see the tears that started falling. Miri, Vanessa, Effie and Selena were not far behind her. Having watched the entire exchange from afar, they had heard Snape call her that nasty name. None of them had ever liked Snape and they couldn't understand how Lily was friends with him, but out of respect for the girl, they tolerated him when he tug along with them. None of them would be able to forgive him for the pain that he had caused Lily.

0o0o0o0o0o0o0o0o0o0o0o

Lily was tucked warmly in her bed. The memories from the previous day still fresh in her head. She wiped at her face as new tears started to form in her eyes. She was so sick of crying. It was not even worth it, he was not even worth it. She lay there, staring up at the canopy of her bed, listening to the deep breathing of her friends as they slept. It was soothing. Suddenly the door to the dormitory opened. She heard someone tiptoe across the floor toward her bed.

"Lily? Are you awake?" she heard Selena ask.

She sighed, "Yes."

"It's him again. He told me that he needs to talk to you, to explain. He told me to tell you that he won't leave until you come out. He also said that he'll sleep outside the fat lady's portrait all night if he has to." She waited silently, holding her breath, wondering what Lily's reply was going to be.

She sighed again. "Ok." She swung her legs to the side of her bed and stepped onto the cold stone floor. She shivered and slipped her feet into her fluffy white slippers. She quietly crept across the room so as not to disturb the others. Selena gave her a small sympathetic smile as Lily slipped out the door. She crossed the common room in no time and was suddenly in front of the fat lady's portrait. She put on a stony face and pushed the portrait open. Standing out in the corridor, looking disheveled was Severus Snape. As soon as he saw her he said, "I'm sorry."

"I'm not interested." She told him. Face as cold as stone, arms folded across her chest.

"I'm sorry!" he tried again, a little desperate this time.

"Save your breath." She said in the same voice. "I only came out because Selena told me you were threatening to sleep here."

"I was. I would have done. I never meant to call you Mudblood, it just --"

"Slipped out?" She had no pity in her voice. "It's too late. I've made excuses for you for years. None of my friends can understand why I even talk to you. You and your precious little Death Eater friends," she paused, a little part of her hoping that he would deny it. When he didn't, she continued, "you see, you don't even deny it! You don't even deny that's what you're all aiming to be! You can't wait to join You-Know-Who, can you?"

He opened his mouth, but closed it without speaking.

"I can't pretend anymore. You've chosen your way, and I've chosen mine."

"No -- listen, I didn't mean --"

"-- to call me a Mudblood? But you call everyone of my birth Mudblood, Severus. Why shouldn't I be any different?"

She noticed that he was struggling on the verge of a speech, but with a scornful look she turned and climbed back through the portrait hole. She didn't want to hear anything else he had to say. They were no longer friends.

A/N: Wow. That was a long one. I hope you liked it though. As I said in the beginning, most of this chapter was courtesy JKR but I did tweak some things. Sorry about not keeping Mary in the story, but I love my original characters and I don't have the heart to replace anyone of them. (sorry.) So just drop me a review and tell me what you think! =)