Disclaimer: I do not own anything. The lyrics, which will be in italics, belong to Mika, and the characters belong to J.K. Rowling. If there's anything I have missed in this disclaimer then let me know and I will add it.

Summary: James loves Lily and would do anything for her. But how is he going to show her? This is a songfic and the lyrics are Grace Kelly by Mika.

A/N: I was listening to Grace Kelly and thought it was just the perfect song to describe how James feels about Lily. I hope you like it.

Why don't you like me?

James Potter, otherwise known as Prongs, was up in his dormitory with his fellow Marauders; Sirius Black or Padfoot as he was known to his friends, Remus Lupin or Moony and Peter Pettigrew also called Wormtail. James was lying on his bed, staring out of the window.

"This is the year," James told his friends.

"Yup," Sirius agreed cheerfully, "this is the year for fun, laughter and pranks."

"No Padfoot you dolt. This is the year when my beautiful Lily-Flower goes out with me."

"And why, may I ask, is this year going to different to the past three years which you've spent asking her out?" Remus asked irritably.

"I just know it in my heart. You got a problem with that Moony," James demanded, rolling over to face his friend and pulled out his wand.

"You must excuse Moony, Prongs, it's his furry little problem you see that's making him so snappy," Sirius pointed out.

"You're right," James sighed putting away his wand, knowing it wasn't his friends fault, "Sorry Moony."

"No problem Prongs, it's not your fault. I'm sorry I snapped."

"What's your plan Prongs?" Peter asked knowing whenever he asked Lily Evans out she rejected him and hexed him, providing comic relief for everyone around. Except James of course. Not that it stopped him badgering her whenever he saw her.

"Aah, you see Wormtail; my brilliant, magnificent and frankly infallible plan is one that I still need to think up."

"Great plan Prongs, I can see that's going to win Evans over," Sirius snorted.

"Shut up, I'll think of something. I just need to know why she hates me so much and prove to her I'm more than she thinks. I could sing to her for example. I bet she doesn't think I'm a singer. She wouldn't turn me down after that." James told them, getting excited by the end of his little speech.

"What about a song that that says 'Why don't you like me?' That way you'll be singing and asking her why she hates you so much," Remus suggested.

"Brilliant idea Moony!" James exclaimed, "Do you know the lyrics?"

"Yes, my Mum's always singing it, it's her favourite song. It's called Grace Kelly by Mika." Remus told him as he started to write out the lyrics.

"Weird name," Sirius remarked.

"Who cares it will do the job," James told him exultantly.

"When are you going to sing to her?" Peter asked excitedly.

"As soon as I've found her."

When Remus had finished writing James snatched the sheet with the lyrics written on and ran from the room with Peter close behind, not wanting to miss Lily's reaction. Remus made to run after them but Sirius stopped him.

"You don't really think this will work do you?"

"No, of course not," Remus assured him, "I just thought we could do with a laugh that's all. I don't think she'll ever say yes to Prongs, she thinks he's too big headed. Remember what she told him last time."

"I'll never forget that. She said she'd rather go out with Peeves than Prongs and so Peeves started following her around and asking her out, for an entire month. Let's go catch them up so we don't miss out on the fun."

With that the two boys raced out of the room.

Lily Evans was sitting with her three best friends and fellow Gryffindor's, Alice, Dorcas and Marlene, by the lake. The four, fourteen year old girls were chatting good naturedly about anything and everything. They had just returned after the summer holidays and had decided to soak up some sun before they got too busy with work.

"Look out here come the Marauders," Alice grinned, looking at Lily.

Lily groaned, "why doesn't he just give up?"

"Maybe if you gave him a chance, he wouldn't be as bad as you think," Marlene suggested.

Lily just gave her a look that was clearly questioning Marlene's sanity.

"Just a suggestion," Marlene replied, holding her hands up in mock surrender.

"Evans, hey Evans!" James called out as he ran up to her; Peter, Sirius and Remus close behind.

"What is it now Potter?" Lily growled out.

"I just wanted to sing my precious Lily-Flower a song. That's not a crime now is it?" James asked.

"Two things Potter," Lily ground out, "one I am not your Lily-Flower and two can you even sing?"

James sent her a look of mock hurt before starting to sing.

"I wanna talk to you."

"The last time we talked, Mr. Smith, you reduced me to tears. I promise you it won't happen again."

"I have my answer," Lily groaned to Dorcas who was trying not to laugh, "He can't sing."

Do I attract you?

Do I repulse you with my queasy smile?

Am I too dirty?

Am I too flirty?

Do I like what you like?

"No, no, no, no and um … let me think … no," Lily answered, "so for once in your life Potter, leave me alone!"

I could be wholesome

I could be loathsome

I guess I'm a little bit shy

Why don't you like me?

Why don't you like me without making me try?

Remus wondered if he was the only one to notice Lily's hand twitch towards her wand until he saw Sirius eyeing her wand hand speculatively. He caught Sirius' eye and grinned. Sirius grinned back.

I tried to be like Grace Kelly

But all her looks were too sad

So I try a little Freddie

Ive gone identity mad!

"Not just identity mad," Alice whispered to Marlene, "He can't sing, and even if he could it won't work. Lily hates this song with a passion!"

Marlene nodded, "I know, Potter needs his head examining. I wonder what curse she's going to use this time."

"Lily has just learned the Bat Bogey Hex remember, she said on the train that next time Potter tries to ask her out she'll use it on him," Dorcas reminded them.

I could be brown

I could be blue

I could be violet sky

I could be hurtful

I could be purple

I could be anything you like

Gotta be green

Gotta be mean

Gotta be everything more

Why don't you like me?

Why don't you like me?

Why don't you walk out the door!

"Why don't you 'walk out the door," Lily muttered angrily, "how many times do I have to say no?"

"Getting angry doesn't solve anything"

Quite a large crowd had gathered by now, eager to see what was going on. At the previous line, many laughed. It had been sung right at the right moment. Lily was just starting to look angry.

How can I help it

How can I help it

How can I help what you think?

Hello my baby

Hello my baby

Putting my life on the brink

Why don't you like me

Why don't you like me

Why don't you like yourself?

Should I bend over?

Should I look older just to be put on your shelf?

Remus and Sirius were now trying to hold in their laughter so not to offend James. Peter wasn't trying so hard. Tears of laughter were now rolling down his cheeks.

I tried to be like Grace Kelly

But all her looks were too sad

So I try a little Freddie

Ive gone identity mad!

Marlene, Alice and Dorcas were looking warily at their friend as she grasped her wand firmly in her hand. Sirius and Remus were silently laughing and nudging each other, nodding towards Lily's wand. James didn't see any of this as he kept his eyes firmly on Lily's face.

I could be brown

I could be blue

I could be violet sky

I could be hurtful

I could be purple

I could be anything you like

Gotta be green

Gotta be mean

Gotta be everything more

Why don't you like me?

Why don't you like me?

Why don't you walk out the door!

Moony is brilliant. James thought, misreading the look on Lily's face entirely and blocking out everyone else's reaction.

Say what you want to satisfy yourself

But you only want what everybody else says you should want

"Now that is true," Alice whispered to Marlene and Dorcas.

Marlene nodded, "it's obvious she loves him, she won't stop talking about him!"

"Even if it is to complain about him," Dorcas added with a wicked grin.

[x2]

I could be brown

I could be blue

I could be violet sky

I could be hurtful

I could be purple

I could be anything you like

Gotta be green

Gotta be mean

Gotta be everything more

Why don't you like me?

Why don't you like me?

Walk out the door!

At last it's almost over, Lily thought, gripping her wand tightly.

"Humphry! We're leaving."

"Cha-ching!"

"What rubbish was that meant to be Potter?" Lily asked coldly.

"Grace Kelly," he answered promptly, "did you like it?"

"I hate that song and you just made it sound a hundred times worse."

Sirius broke out into renewed sniggers until Lily's burning gaze hit him. He wanted Prongs to be hexed not him. James pretended not to notice.

"Will you go out with me Evans?"

Lily hexed him and laughed at the sight of him being attacked by his own bogies before going over to him, making sure not to be hit, and answered, "I just told you that I hate what you just did and you still asked me out?"

James nodded violently, "of course my Lily-Flower."

"I am not your Lily-Flower, Potter and I'd rather go out with Binns than you," Lily told him, arms folded before marching up to the castle, her nose in the air.

Marlene and Alice quickly ran after her giggling whereas Dorcas meandered over to Remus.

"Great lyrics Lupin," she complimented him.

"I don't know what you're talking about," he responded.

"I recognised your hand-writing," Dorcas informed him before tearing off after her friends.

Sirius sidled up to Remus. "What was that about then, Moony?"

"What was what about?" he asked.

"Meadowes!" Sirius cried as though it were obvious.

"Nothing, she was just complimenting the lyrics," Remus answered.

"Oh yeah," Peter laughed.

"Yes, she recognised my handwriting," Remus explained before remembering James and quickly performing the counter-curse.

"Thanks for that Moony," James told him, "couldn't have done it a bit sooner could you."

"At least I took the hex of you. These two would have left it," Remus reminded him.

"True, and you did come up with the idea of singing that song," James conceded.

"Not that it worked," Sirius grinned, "you still haven't got your girl. She'd rather go out with Binns. That must've hurt."

"I may not have gotten her this time but rest assured she will say yes next time," James informed his fellow Marauders as he headed back towards the castle.

Sirius, Remus and Peter all shot incredulous looks at their friend before following back up to the castle. After all they thought, James will be James.

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