A/N: Something a little different. L/J (again) because they're my OTP. I've revised the storyline, and hopefully, it flows a bit better now.

Disclaimer: Unfortunately for me, I don't own anything.

The castle was dark, flickering lamps the only source of light. The orange flame gave off a glow that bathed the corridor in brightness, illuminating the snoozing portraits. Not a sound was heard, if anyone was about, you wouldn't know. The pitch-black of Hogwarts at night was eerie, sparked thoughts of ghosts and ghouls and creatures that belonged in muggle horror films. The frigid air hung like a curtain. Devoid of the hundreds of students that usually rushed down these halls, the normally comforting and (almost) warm hallways of the school seemed incredibly . . . scary.

Lily Evans made her way down the corridor, fiery curls bouncing behind her as she hurried. The sound of her shoes softly slapping the flagstone floors were all that could be heard, and Goosebumps appeared on her arms, even beneath her school robes. She had been reading in the library, studying abandoned, immersed in her own little bubble of contentment, where nothing existed but her and rows and rows of books, no war, no Voldemort, no James Potter. Only to be snapped out of her little trance by Madame Pince, who had looked down her incredibly long nose at her and told her to please leave quickly, as it was very late. Lily had jumped, startled, and quickly gathered her things. Pince had most probably also been lost in the books, where life was exciting, romances were stunning, adventures were thrilling and sadness was overwhelming. Lily couldn't blame her.

"Lumos" she whispered, lookingdown at her uniform to search for the small badge that should have been glinting there, but did not find it.

Bugger.

That one small badge was her ticket to freedom, her escape route, and where had she left it? In her dorm. In fact, she grimaced, cursing Merlin, she knew exactly where on her bedside table she had left it. But what good was it doing there? If Filch or his damned cat were to see her, what would she do then? She had no badge to protect her, to give her the ultimate excuse, to prove that she was in fact Head Girl. She doubted Filch would remember her name if he caught her, he would be so wrapped up in that abnormal adrenaline rush he got when he found students up to something they shouldn't be. If caught, she would be doomed. Probably forced to clean the dungeons or polish the millions of trophies in that huge room where they were kept. Knowing her luck, she would be forced to pay special attention to all of the ones engraved with his name, the ones that he had flaunted in front of her to show off his amazing abilities at Quidditch (she couldn't deny that he was good, incredibly good, but she wasn't about to tell him that – she had her pride). As if she didn't already think about him enough.

A crash resounded in the dark hall then, piercing the silence with a knife, forcing her to jump almost out of her skin whilst straining her ears to try and hear more. She could not make out the source of the noise, but knew it was not in her corridor. This castle had so many different flights of stairs corridors and (most probably) secret passages; she had no idea where it could possibly have come from. The school was suddenly big and scary, and she was once more that little eleven year old girl intimidated by her surroundings.

Her footsteps became faster as she picked up her pace, wishing more than anything that she could be laughing in the common room with Alice and Marlene instead of wandering around the gloomy castle. The lighted tip of her wand was all she had to guide her, and the dark shadows cast against the walls and the suits of armour that looked like human figures were starting to unnerve her.

She had never freely wandered the halls of Hogwarts alone at night. Sure, she had patrolled, as both Prefect and Head, but there had always been someone with her. Whether it was Remus, who she had always thought of as a friend that she could easily keep conversation with, or James, who had always distracted her in some way or another – usually with witty conversations. Lately, she thought, he had been distracting her more than he should. Filled her mind with completely different thoughts that she shouldn't be thinking. Enchanted her, entranced her, and made her feel something. Something she shouldn't, at least not about him. It was new and most definitely strange, the need to stare at him in class, the want to blush whenever he smiled her way. But these were probably her teenage hormones talking. He was her friend – a good one at that, and she was not going to let these new-found, unexplainable feelings get to her. They had too much history, drama. They were great friends, and she actually enjoyed being in his company, which was something she would have most probably not believed had she been told this a year ago.

She rounded another corner then, and suddenly stopped. The gravelly voice of Filch was unmistakable – especially when she could make out the faint mewing of a cat. She was frozen to the spot, heart thudding uncontrollably. She, being the one who usually gave it, knew how much punishment you could get for being out after curfew. And it was very late. She thanked Merlin, and God (she was still a muggle-born, after all) for making this corridor so long. But still, Filch grew closer, swinging his lantern and muttering under his breath. She realised that she was still standing in one spot and cursed her inability to move when frightened. She backed away slowly the way she had come, pulse pounding in her ears, shadows dancing on the walls.

"Don't worry, my pretty, we will get those boys tonight. I know they are around here somewhere. "

A snatch of Filch's conversation with his cat caught her attention. There were other people about tonight? Boys? She knew of only one group that could possibly spark so much hatred in the man, bitter as he was. The Marauders. It didn't surprise her that they were out after curfew, knowing them as well as she did. She had a feeling they did this pretty often. They certainly seemed to be regulars at the Kitchens, judging by the house-elves' joyful reaction to James when he had taken her their once, when they had been forced to skip dinner for a head's meeting.

She wasn't quite sure where she stood with him. They had become friends, she knew that, but she also knew that he had liked her for ages . . . could he have gotten over her that quickly? She suspected that those feelings she had experienced for him lately were here to stay. She had been shocked at first, stunned as to how she could go from hate, and despising him, to liking him, and always wanting him around. She had found herself flushing a deep red in his presence, laughing at all of his jokes – even ones that weren't funny, revelling in the attention that he gave her when she spoke, feeling her pulse rate lift when he shot her that heart-breaking grin.

The footsteps were getting closer; the mumblings louder – Filch was about to find her. She looked around wildly: there was nowhere to hide. She stared straight ahead, prepared for her doom, closing her eyes and waiting for the cheerful exclamations that would undoubtedly be leaving his mouth when he found her. She was panicking now; it would be all over the school tomorrow: Head Girl, perfect Lily Evans caught after hours! The rumours and speculation would be awful, the stares and whispers unbearable. She could hear him now, the moody old caretaker, shuffling along with Mrs Norris (who names their cat that, anyway?) padding beside him. She braced herself to confront the 'enemy', ready to defend herself and her reputation as he turned the corner. She waited, a number of excuses racing through her mind, as she stood, waiting for him to find her -

Out of the darkness, a strong arm locked around Lily's waist and pulled her into an alcove she hadn't noticed before. She was ready to scream when a hand was clamped over her mouth, a warm, calloused hand that she quite liked the feel of. Something was thrown over both her and her attacker, and she gasped when the person whispered, their hot breath on her neck right above her fluttering pulse.

"Don't panic Lil, it's only me. I've got the cloak over us; he won't be able to see."

She knew that voice, the one that could, however cliché it seemed, send shivers down her spine. James. It was James. He took his hand off of her mouth, and she relaxed slightly, breathing out with relief. . . .Until she realised how exactly they were positioned. Her body was flush against his; he was holding her tight so as to keep them unseen. She could hear him breathing, his mouth positioned directly above her ear.

Quickly, she shook free of her trance, suddenly tensing as she spotted a movement out of the corner of her eye. Filch stood in front of them, eyes squinting into the darkness, supposedly searching for the elusive Marauders.

She heard James' breath catch in his throat and she contained hers, holding it in so as not to give them away. Mrs Norris prowled slowly around Filch, her all-hearing ears pricked and luminous eyes wide, as if determined to see something. Lily's legs felt like jelly, although her body was stiff. She was leaning on James' rigid form, and could feel his muscles through his robes. She cursed this unfortunate situation. If she were to be found like this, with James' body so close to hers, Filch would have a fit. The mixed sensations of apprehension, nervousness, fright, tension, and that that she was so aware of the fact that he was holding her filled her stomach with what she was sure were cart-wheeling butterflies.

Finally, as though he had he had at last given up on his inspection of the hallway, Filch turned the corner, although resignedly, and above the sound of her beating heart, Lily could make out the noise of the caretaker's slow plodding footsteps that could only belong to an old man who lived for the past, when he was able to catch troublemakers and torture them for the most menial of crimes.

Lily breathed out; her heart rate slowing just a little as she fully registered her surroundings. She was in a dark hallway with James Potter, extremely late at night. The atmosphere was heavy, tension thick as the silence. Neither of them spoke, as if afraid that Filch or a teacher would spring from the darkness and catch them. She had never been so breathless, or had so much adrenaline pumping through her. She was sure it was from her exhilarating encounter, sure that the reason why her heart refused to slow was because of her amazing escape.

But the strong arm was still holding her body to his.

When both were sure that all danger had gone, he let go of her and pulled the cloak off of them. She stepped out of the alcove and turned to face him, glad that the hallway was dark as her blushes were known to be as red as her hair. He smirked slightly and leaned back on the wall, glasses glinting in the glow of the lamps.

"Good evening, lovely Lily, why are you wandering around after curfew?"

Her smile was strained, although it was a mark of their friendship that she was not flying into a rage. Sometimes he forgot himself and began to flirt with her, and it was hard to pretend that she did not mind. Previously, he had not accepted the fact that his 'charms' worked on every girl except for her, and she had to admit that he did possess some sort of quality that made him immediately likeable – she suspected that even McGonagall had a soft spot for the Marauders. But you know, a sneaky little voice from the back of her brain said, they seem to be having quite the effect on you as well, lately.

She cursed her treacherous mind. It was just not her night.

"I was in the library. And why, may I ask, are you out so late?"

He shifted, almost uncomfortably. She knew that he would always be a prankster at heart, but he seemed to have reformed this year. He has, she reminded herself, he's a good head boy, and you know it. She gave up then. As long as he wasn't going to hurt anyone, she didn't mind. With the war raging on, they all needed a bit of laughter. She sighed.

"Actually, I don't think I want to know."

He relaxed then, and she smiled.

"You have to be more careful, Lily, Filch is good at catching people – especially with that stupid, interfering cat."

He sounded concerned for her, and she cursed the warm feeling she was getting in her stomach at that revelation.

"I was trying – I forgot my badge! It's easier for you though – we don't all have invisibility cloaks on hand!"

He smiled, a wide, wolfish grin that she found regularly painted across his face, and toying with the object in question in his hands, as if he was not sure of what to say, or do. He looked deep in thought, brow furrowed in concentration. Lily shivered slightly in the breeze, longing for the warmth of the fire in the common room. Her head bowed, she studied the wand in her hand, fiery curls tumbling over her shoulders as she polished it with her robes. Awkward silences were something she was not used to around James.

As if sensing her thoughts, he spoke, though he did not say what she had expected.

"So, what were you doing in the library so late? You know it's not safe to be out in the corridors alone at night – especially for a girl like you – being a mu- the Gryffindor head girl makes you a target for most of the Slytherins."

She was grateful he had not mentioned her muggleborn heritage –it had become a sore subject everywhere since it had started, and he had risen in knowledge. Although he spoke gently, he was scolding her, she knew, and the laughter in his eyes died as he talked – the subject of the war subduing him. She had found herself admiring how serious he and the other Marauders became whenever Death Eaters and 'You-Know-Who' came up in conversation, or in Defence lessons, where they learnt spells and techniques that they all knew they might have to someday use in battle – it surprised her how they, the 'Kings of comedy', had matured over the years.

She answered softly, her voice still echoing in the empty hall.

"I was studying for Transfiguration – I'm going to do horribly in the test on Wednesday, and I need a good N.E.W.T grade if I'm ever going to get anywhere."

This was true – she was immensely worried about the assessment that was coming. Fear washed over her once again as she pictured McGonagall standing before her, telling her that she had failed miserably. If she ever wanted to be an Auror, become a Healer, or get almost any of the jobs she wanted, she needed to pass Transfiguration.

Glancing up, she noticed James' brow wrinkle – with concern or confusion, she couldn't tell.

"What are you talking about, Lil? You're easily the smartest witch in our year."

She smiled half-heartedly.

"Not when it comes to Transfiguration – you know that. With everything that's going on at the moment, it's becoming harder for people like me to get employed – no one wants someone working for them that could possibly get them killed or tortured for even hiring them."

Her voice faltered, cracked slightly as she said the last words, because she knew they were true – disappearances were occurring all over the country and they were all people like her – muggleborns. Did she stand a chance, in a world like this? Would all of her hard work go to waste, for something that wasn't her fault? She could not imagine herself going back to the muggle world, forgetting the friendships she had forged, not being able to use magic. An odd expression crossed James' face – something that looked a little bit like anger. She knew that the Potters, although pureblood, were muggleborn supporters, and was glad that James had been raised with these values – she couldn't imagine what she would do if the Marauders were against her, if Sirius had followed in the expected footsteps and become like the rest of his family, born to worship at the feet of Voldemort.

James' expression had hardened, and his eyes looked steadfastly into hers – she could not help the way her breath hitched (damn, she's becoming one of his 'fans') at the look he gave her.

"Lily, you know that you can do it – you're the smartest girl in our year, in the school, even, and St. Mungos, or the Ministry, if you're heading that way, can't afford to pass up on your talent. You will go on to do amazing things, Lil – do you think Dumbledore or McGonagall will sit by and let you go back to the muggles? Hell, I'm sure Slughorn could get you something, with all of his supposed 'connections' – but I know you're going to want to get a job by yourself, and you will. You're an incredible witch, Lily, and – though I hate to say it – more talented than Sirius and I put together – which is saying something!"

He grins at that, and she can't help but smile back at him, her spirits lifted.

"Thanks James, I really appreciate that. And, hey," her voice changes, baring an uncanny likeness to McGonagall's from one time in third year, "If you boys put as much effort into your school work as your 'pranks', you might find yourselves actually getting something out of your lives."

"Oh Merlin," James says, voice tinged with laughter "then Sirius replied 'those who can't, teach' and she gave him two months of detention – he's still got bruises on his knees from all the scrubbing Filch made him do!"

They both dissolve into laughter at the thought, all seriousness abandoned, and Lily's eyes wandered down to the floor in contemplation – had he really meant all of what he had said? Did he feel that she could go on to do incredible things? Did he have that faith in her? She looked up, to find James gazing intently at her.

"The fact that you're a muggleborn … It shouldn't limit what you do in life, what your choices are – that's wrong. When we get out of school, I'm going to do all I can to fight him, Lil, and I know you'll be there too."

His eyes burned with a fierce determination, and something she had never seen before. She was speechless, her mouth almost dropping open in awe of the intensity of the look he gave her.

His cocky grin was gone, changed for a look of concentration that she could tell meant he was deep in thought. She tried hard to focus, to concentrate, to remember who he was, and their friendship, but at that moment, all rational thoughts were lost.

He pressed closer to her, and she stepped backwards, her body colliding with the cold stone wall behind her. He came forward, pinning her against it, their close proximity allowing her to breathe in his scent. He smelled like spice, cologne, and soap that she was sure was citrus. It was intoxicating.

Her head was spinning; all she could see was him, his lips so near to hers, his nose brushing her cheek. Her heart was pounding in her ears, her senses gone into overdrive. She could not think of anything other than James.

"Lily . . . I'm going to kiss you now."

She gasped quietly, her want to kiss him overtaking her. He chuckled, voice husky and breath warm against her skin. He leaned in closer, so she was staring right into his hazel orbs.

"You only have to tell me to stop, and I will."

She knew that she should pull away, for the sake of their friendship if not her sanity.

But she didn't want to.

Lily swallowed hard, the butterflies in her stomach seeming to have multiplied. She looked into his blazing eyes and saw through them his internal battle. He seemed to be thinking hard about something, but right now, she didn't care. Right now, all she wanted was his lips on hers.

She threw her arms around his neck, pulling him down to meet her. He responded almost instantly, lips soft on hers. It was rough and hungry, but still slow. The varying pressure of his lips moving against hers made her feel dizzy and slightly disorientated. Her heart ached and burned for more, for James. His tongue swept her bottom lip, and she opened them slightly to allow it. Her knees were weakening, her nerves on a high. The stone was hard and cold on her back, but she didn't care.

His hands were tangled in her hair, and she wondered faintly if she was doing to him what he did to her. She wondered whether she would like it if she was. She wondered whether she had suddenly fallen completely in love with the infuriating boy who had turned into an amazing man – one that she wanted to know. She wondered if she had ever hated him. She knew all the answers to those questions, and suddenly wondered why they needed asking – she had known for a while now.

Grasping hold of the little control she had left, Lily disentangled her hands from his untameable black hair – which felt like velvet, and looked messier than ever now, and pulled away, albeit reluctantly.

James looked dumbstruck, but also ecstatic. She couldn't help but smile, touching her now swollen lips. She had a feeling her hair was horribly messed up. She couldn't quite believe what had just happened.

He looked up at her, his eyes twinkling, mischievous grin back in place, though still looking quite dazed.

"I think that was worth almost being caught out after curfew, wasn't it?"

Lily, abandoning all rational thoughts for what wasn't the first time tonight, smiled.

"Yes, yes it was."

And as he leaned down again, Lily realised she had never been, nor would she ever be, so grateful to Filch.

A/N: hope you guys liked it, I've never really written kiss scenes that, erm, passionate, before *blushes*. Reviews are always welcome, good or critical.