Disclaimer: Harry Potter plot and characters belong to JK Rowling; any original characters or plot points are mine. Not intended for sale or profit; please do not re-post without permission.

Note: Sigh... I swore to myself that I would never ship Jily. But apparently my muse had other ideas, because this bit of headcanon got lodged in my skull, and before I knew what was happening, half the story was written. Muses are such bullies! However, good news for Jily shippers, because viola! The whole story is written, the rest of it just needs editing. That's where you come in – reviews make me work faster! So if you like it, please let me know!

Chapter 1: Five Gazes

One fine day in 1976…

The early September breeze skating inland off the Black Lake to dance with her auburn hair was threaded with wisps of cold, but the memory of warm summer days still hanging in the air made it refreshing rather than frigid. The sun was shining and the sky was deep clear blue. Lily Evans sighed contentedly as she strolled towards the greenhouses.

"What's got your head in the clouds?" her friend Mary Macdonald asked as she caught up with Lily. They both had Herbology next period. Lily fell into step beside her.

"Nothing in particular," Lily replied, tilting her head back to smile up at the sky through the thinning leaves of the trees that lined the path. "I've got a good feeling about this year. Besides, is a beautiful day. What's not to be happy about?" Impulsively, Lily skipped forward, stretched her arms out to her sides and twirled in a circle.

Mary burst into giggles at her antics, but they were brought up short as they rounded the bend.

"Oops, you spoke to soon. Looks like there's a storm brewing."

Lily followed Mary's finger as the girl pointed ahead of them to where the path they were on intersected another. She cringed inwardly, her high spirits drooping.

Potter and Black were standing on one side of the path, wearing identical sneers of disgust and fairly bristling with hostility. Lily fought off a sigh of frustration at the ugly look on Potter's handsome face. How could someone who looked so good act like such an infant? Lupin and Pettigrew were with them, of course, but hanging back. Lupin had drawn away into the shade of a tree and was watching with a quiet, unreadable expression. Pettigrew was watching too, but he was leaning forward slightly, eager for a show. Avery and Mulciber slouched dismissively opposite them, but with cruel derisive smirks on their faces that said they were doing something antagonistic, even though it looked like they weren't. Lily felt vaguely queasy to see that Sev was with them. The summer holiday had been… weird without him. Lonely even. She was convinced it was the right decision to cut ties with him, but that didn't make it easy. The dark boy stood slightly back, head tilted down so that he was glaring at the Gryffindors from under his brow, fingers fidgeting in the sleeves of his robes as though itching to reach for his wand.

Sixth year and they were already at it. What was it about boys and fighting? Lily pursed her lips and straightened her back. She refused to let any of them ruin her day.

"Come on, Mary," she urged her friend, who was hanging back and glancing around as though looking for an alternate route, though she knew perfectly well this was the only path to the greenhouses. "Don't pay those idiots any mind."

She flounced forward, chin tilted so high that it almost strained her neck, trailing the reluctant Mary behind her. Without a single word, nor so much as a flick of the eyes to her left or right, she barged right in between the warring factions as though they weren't there. She took only a minute amount of satisfaction as the males all jumped backwards slightly, startled at her appearance in the midst of their impending scuffle, but she was too intent on paying them no attention to be truly amused by it.

"Hey, Evans!" Black spluttered, irritated, but with a shade of irreverent laughter coloring his voice. "Way to kill the mood!"

Lily deigned to turn her head and sniff primly in his general direction over her shoulder, but stubbornly refused to respond.

"C'mon," she heard Sev mutter to his fellow Slytherins; Lily could practically feel his eyes burning into her back. "McGonagall 'll skin us if we're late for class again."

There was a pause, during which Lily congratulated herself for defusing the situation without really getting involved. Then…

"Where do you think you're going, Snivellus?" Potter drawled. There was a tingling whoosh as a spell was fired off, several shouts, and then all wands were drawn and all bets were off.

Lily felt her teeth grind in irritation as her feet stopped in their tracks without her permission, the urge to interfere almost unmanageable. Mary glanced at her, the rolled her eyes, shook her head.

"We're going to be late," she said pointedly, then took off down the path without looking back. Lily couldn't fault her for her impatience, or her exasperation. What had interfering gotten her, except headaches and heartaches, and being called a Mudblood and losing a friend for good?

Gripping the strap of her shoulder bag to reaffirm her resolve, kept her back to the brawling boys and strode determinedly after Mary without a backwards glance.

Later that evening, Sirius studied James' profile as they scrubbed the Entrance Hall with their toothbrushes. The extra nose Avery had given him had finally fallen off, and the boils had gone down, but they'd left bluish spots all over his face that wouldn't fade for several more hours. While that was obviously hilarious, Sirius was more preoccupied with the question he'd been itching to ask for hours, ever since James had hexed Snivellus in the back with his eyes glued on Evans. But Filch was overseeing their detention, and there could be no conversation under his hawkish scrutiny.

Finally the crusty old squib slunk off to the kitchens for a bite, leaving them with an ominous warning to keep scrubbing and the red eyes of Mrs. Norris pinning them unblinkingly in place.

Sirius elbowed his friend in the shoulder.

"Ouch!" James groused sullenly. "What?"

"Listen, mate," Sirius replied quietly, glancing over at Mrs. Norris before leaning a little closer so he could speak without being overheard. "Anytime you feel like putting Snivellus in his place, you know I'm all for it. But I thought you were done trying to impress Evans by stripping old Snivelly? She already told him to bugger off, remember?"

James sighed and Sirius fought not to smirk as his friend blushed predictably at the mention of Evans' name. Plus it turned the spots on his cheeks purple.

"I don't bloody know," James muttered, hunching his shoulders and redoubling his scrubbing until Sirius began to worry he'd snap the toothbrush. "Snivellus just irritates me."

"That makes two of us," Sirius agreed heartily. "That beak in the middle of his face is enough reason to hex him all on its own if you ask me."

James said nothing for a minute, so that the only noise was the echoing hiss of fraying bristles over the flagstone.

"It was just…" James pursed his lips and shrugged as best he could while on his hands and knees. "She was just suddenly there, and then the next minute, Snivellus was the one looking all cool and in control, walking away like he was better than us..."

"There is no possible way anyone could confuse Snape for 'cool'," Sirius assured him, choking back a laugh as he glanced over at the cat, who had bunched its muscles up, ready to pounce if she detected that they were not suffering enough. "Not even soft-hearted Evans could make that mistake."

"I know, I know," James replied, embarrassed. "But… well, I just couldn't help it. I never can when she's around, you know? I want her to look at me, and then before I know it, she's ignoring me harder than ever and I'm scrubbing the floor with Filch's boot up my arse."

Sirius snorted at that mental image. They continued scrubbing away, working their way towards the far side of the hall.

"Hey, what's so great about Lily Evans, anyway?" Sirius wondered aloud. James glanced at him and frowned, and he hastily added, "Not that she's not great. Sweet girl. Great body." James elbowed him in the ribs, hard. Sirius wheezed a laugh and recovered quickly as he heard Mrs. Norris growl ominously. "But she won't give you the time of day mate, and you've been trying for years. There are hundreds of pretty girls swarming all of this school that would jump at the chance to date the Gryffindor Seeker."

"You would know, you've already collected most of them," James retorted, waggling his eyebrows at him. "Like Slughorn collects honor students."

"Yeah, well, why don't I lend you one?" Sirius smirked. James choked back a laugh of his own.

"Nah. See, that's the difference between you and me," James replied loftily, tossing off his trademark arrogant smirk that had melted the hearts and panties of so many girls, completely in vain, "I go for quality over quantity." Then his expression fell, and became introspective, and Sirius was amused to watch the spots turn purple again. "And Lily Evans is quality."

"Your loss, mate," Sirius retorted roundly, rolling his eyes.

Then there was no more time for discussion as Filch shuffled back in, casting a jaundiced eye over their progress before settling back into his chair in one corner with the Evening Prophet.

What was so great about Lily Evans, Sirius continued to wonder? Sirius could see her merits with his own two eyes, but the girl's legs were lock tighter than his parents' vault at Gringotts. What good was pretty, sweet, smart and kind if you couldn't get your hands on it, and parts beyond? Sirius shook his head and internally congratulated himself for being smart enough to take the path of least resistance – that road was lined with pretty girls who were perfectly willing to play, even if they weren't top of the class or had questionable personalities.

But glancing at his silent friend and his still-purple spots, he couldn't get it out of his head. What was so great about Lily Evans?

Lily glanced up from her textbook at a strange noise cutting through the hum of conversation in the Gryffindor common room. She glanced over from where she sat with her knees tucked up in her favorite armchair to see Peter Pettigrew hunched over his Arithmancy homework, chewing mercilessly at the end of his quill and making low grunting growling sounds as he scratched out his answer and began working the problem again. Lily shook her head. Pettigrew wasn't brilliant, but he had a decent head for theory. It was the practical application that seemed to tie him in knots. Lupin usually helped him with his homework. Lily glanced around, but the pale, bookish boy was nowhere to be seen. Chewing on her lower lip, she glanced out the darkened window to check the phase of the moon.

Lily was not supposed to know that Remus Lupin was a werewolf. She had learned that fact from Lupin's own lips one clear spring day beside the lake last term. She had come upon him down by the Black Lake, huddled in the hollow of a tree with a book. But the book had been discarded to one side, his forehead propped on the heel of one hand, a lost, tortured look on his face. He looked so miserable that she just couldn't leave him alone...

"Are you alright?" she asked quietly, resting one hand against the tree trunk as she stepped up on a protruding root to get a closer look at him.

Lupin startled with a gasp, then breathed out at the sight of her.

"It's only you," he sighed, unaccountably relieved, turning his head away with a shake of his head. "I'm fine. Just tired."

He clearly wasn't fine, though he did look tired. It had been a full moon the night before. She knew his problem wasn't public knowledge. It had to be hard for him to be so alone, even though she suspected that his three friends were in on the secret. Yet Potter and Black had been called to the Headmaster's office early that morning and had yet to return. She couldn't just leave him here, looking like he was ready to cry. Besides, it felt irresponsible to go on knowing without saying anything, like running away from trouble when she might be able to help. Lily decided it was time to gather up her courage and extend an olive branch.

"Last night was the full moon," she said meaningfully, watching his whole body stiffen out of the corner of her eye. If it had been anyone else that bristled like that, it might of worried her, but Lupin was probably the gentlest person in her acquaintance. It was a sad irony that he was the one who had a monster inside him. "Are you sure you're doing fine?"

"What's that supposed to mean?" he demanded quietly, a ripple hostility running under his calm exterior, and under that, a tremor of fear.

Lily sighed and stepped down between the exposed roots of the tree, then sat on one so that she was level with his stony expression.

"All the signs are there, Lupin. I've known for a while," she confided, leaning close and lowering her voice. "You know, that you're… a werewolf."

The effect of her words was instantaneous as he leapt to his feet to stare down at her with wide, frightened eyes, before he stalked several steps away towards the water and fisted his hands in his hair.

"No one was supposed to know!" he nearly cried, though his voice remained low. "What am I going to do…"

"No one does," Lily assured him, equally quiet, even though there was no one there to hear. "I figured it out ages ago, but I seriously doubt anyone else has." He didn't move or speak. "It's alright, Remus. I won't tell anyone."

He whirled around and paced back towards her, his eyes nearly wild, but with pain, not anger. It was the same raggedly sorrowful expression he'd been wearing when she approached.

"It's NOT alright," he retorted vehemently. "I'm… I'm an animal! A dangerous monster! Even my best friends think of me that way! Just an animal to be used or put on display! Last night they… Sirius told… if James hadn't stopped…" He pressed his lips together, and refused to go on. There were tears swimming in his eyes as he looked away.

Lily's heart ached to see her classmate in such distress. She unconsciously reached out and laid a tender hand on his cheek, earning her a look of wary surprise, but accomplishing her goal of getting him to look at her.

"Listen here, Remus Lupin," she said sternly, locking her eyes with his. "You are most certainly not an animal. You are a smart, kind and courageous human being who happens to have an unfortunate condition. And even though James Potter and Sirius Black are a pair of first-rate prats, and Peter Pettigrew is a bit… odd, they ARE your friends. I don't know what they've done this time, but anyone can see they value and respect you." Dropping her hand back down to her lap, she smiled confidently at him. "Don't sell yourself short, Lupin. You may grow fur once a month, but you are much more than just some animal."

Lupin had stared at her in awe for almost a full minute, an embarrassed blush creeping up his cheeks before he blinked and looked away.

"Er… Thanks, Evans," he muttered, snatching up his book to flip aimlessly through the pages. Lily bit her lip to keep from giggling when she noticed that it was upside down.

"You can call me Lily," she replied, endeared by his embarrassed fidgeting. "And your secret's safe with me. If you ever need to talk about anything that, you know, you can't talk about to anyone else, you just come find me, alright? I'll listen." Waiting until he nodded his understanding, she climbed to her feet and brushed off the back of her skirt. "And Lupin," she added, glancing over her shoulder as she turned to go. He was still watching her with a soft, unreadable expression. She grinned at him. "Whatever happened last night, today's a new day. And it's a beautiful one. So smile!"

...She'd left him there by the lake. Not long after that they'd sat their OWLs, and then she and Sev had fallen out, and summer had come. So much had happened that she hadn't spoken to him again since. But now and then she caught him watching her in the corridors and smiled to let him know she was still there for him if he needed to talk, in spite of the questionable company he kept.

Tonight was the first full moon of the new school year. She wondered where Lupin was, and if he was alright. She pursed her lips as she remembered that his two idiot friend had gotten themselves detention for starting a pointless fight, when they should have had their minds on their friend and his troubles. It was enough to make her unconsciously crumple several pages of the book she was holding between clenching fingers. Such behavior from Sirius Black came as no surprise; he couldn't take anything seriously to save his own life. But for some reason it made her exponentially angrier that James Potter couldn't seem to bring himself to think before he acted.

Why she should expect any better of him was a mystery to her. He'd never been anything but a bully and a braggart. But there was something in his eyes when he spoke to her, a thread of sincerity every time he off-handedly demanded that she date him, which told her he was capable of being so much more than he appeared to be. When he smiled, not that idiotic smirk that all her female classmates swooned over, but desperately rare, almost shy little smile he wore every now and then when he was sure no one could see him…

Lily sighed and shook her head. He didn't even really like her, she knew; asking her out over and over again had simply become a running joke. But if he'd just show a little decency, stop picking fights and treating people he didn't have a use for like they were dirt stuck to his shoes, then (she was annoyed with herself to have to admit) she might be tempted. Especially when he smiled his real smile.

Lily cleared her throat and smoothed down the abused pages of her book. Lucky thing it was just a joke.

Another miserable whine from Pettigrew broke into her thoughts, and she glanced up to see him scratching big blotchy lines through his work and trembling so hard with frustration that it made his pudgy cheeks shake. How long had he been at that problem set? Lily allowed herself a small smile at how hard he was working. Pettigrew made her nervous in a way she couldn't define; he was… twitchy, and it made her tense. But she knew she shouldn't treat him any differently than her other classmates just because he was a little strange. And she could admire the determination he was showing as he struggled through the problems that were obviously enormously difficult for him. Taking pity on him, she uncurled from her chair and set her book on it as she rose and went over to him.

"Having trouble?" she inquired.

He scowled suspiciously at her as she settled into the chair next to his at the table, his eyes raking over her in a way that would have made her skin crawl if she had allowed herself to be cowed by it. Instead, she cocked her head and stubbornly maintained a look of polite interest. After a moment, he sighed and turned back to his parchment.

"I just can't get these figures to add up," he grumbled, jabbing the feather end of his quill at the sticky patches of ink. "Remus usually helps me but he's…erm…" Pettigrew chewed the inside of his lip to stop himself short of speaking on the forbidden subject. "…not here."

Lily couldn't help breaking into a wide knowing smile, but she didn't comment. Instead she pulled the parchment away from his fidgeting fingers.

"Let me take a look," she offered. She could at least do this to help Lupin out, if he wouldn't depend on her in any other way.

It took the better part of an hour, but by the time the clock struck eight, she had Pettigrew solving the problems on his own, most of them correctly. He really did have potential. It seemed to get lost somewhere on the way from his brain out into the rest of the world sometimes, but there was no question that he was intelligent.

As she finished checking the latest problem, she looked up and smiled with sincere pleasure. She liked it when she could be of help to someone, and especially when her efforts paid off as they had clearly done in this case.

"Well done, Pettigrew!" she beamed at him. "I knew you could do. You really are a pretty smart guy, huh?"

Pettigrew went strangely still for someone who was constantly twitching. He blinked owlishly at her for a long moment, and then his quill snapped between his fingers clenched fingers. It seemed to startle him back into motion, and his cheeks colored at his own clumsiness.

"Oh, oops!" Lily commented, amused in spite of herself. Maybe he wasn't quite so creepy as she'd first thought. She hopped up and went to fish a quill out of her school bag next to her chair. On her way back she noticed Mary coming through the portrait hole with Penny Aston. "Here, borrow one of mine. You shouldn't have any trouble with those last few problems now that you've got the hang of it." She gave him a last smile for encouragement, then waved and walked away to join Mary and Penny by the fire.

She didn't notice Pettigrew watching her, slightly slack-jawed as his fidgety fingers stroked over the soft filaments of the quill, a stain of pink on his fleshy cheeks and a light of avarice flickering to life in his dark beady eyes.

Saturday morning dawned, fair but with a chill on the wind, on the first Hogsmeade weekend of the term. Lily took the opportunity to wear the new bell bottoms her mother had allowed her to buy over the summer, and the tee-shirt with the smiley face that she'd bought without asking permission. She dug through her school bag, but she couldn't find her hair clip or her favorite ribbon, so she just left her hair down to frame her face, threw on a light corduroy jacket and made her way down to the Great Hall to join Mary and Henrietta Collins for breakfast.

She was just tucking in when there was a tap on her shoulder, and she turned on the bench to find Sirius Black leaning rakishly against the table beside her.

"Morning, Evans," he greeted her brightly.

"Black," she replied coolly, refusing to forgive him so quickly for his antics the day before.

"Why the long face? Bad day already?"

"Not until a moment ago," she quipped, rolling her eyes. Mary stifled a laugh behind her hand and glanced incredulously at Lily. Most of the girls did when she brushed Sirius and James aside – not one of them would have dared pass up the opportunity. Sometimes Lily despaired that she was the only girl in the whole school who had her head on straight. "I was having a perfectly good day until you showed up."

"You wound me, Evans," Black lamented, pressing one hand to his chest and bending over to thrust his face teasingly in hers.

She rolled her eyes again and swatted at him with her free hand. He dodged and laughed at her, before catching her hand mid swat. Lily turned to snap something rude at him, but stopped short when she met his eyes. He was wearing his usual sarcastic smirk, but there was a softening around his eyes as he looked down at her that surprised her into silence. After a moment, he shook his head.

"What does he see in you?" he murmured cryptically, but he was looking at her intently, and for some reason, even though it was phrased as an insult, his words made heat creep up her cheeks. Behind her back, Mary and Henrietta shared a knowing look and stuffed toast and eggs into their mouths to keep from giggling.

Lily she narrowed her eyes, jerked her hand out of his grasp and cleared her throat.

"What do you want, Black?" she demanded with a grudging little smile, shaking her head at the running joke of James Potter's supposed infatuation with her.

"Just a teeny tiny favor," he replied, settling himself backwards on the bench next to her. "I was hoping that you and your friends might accompany me and my friends down to Hogsmeade this fine morning."

Lily cocked an eyebrow at him, then pursed her lips in defeat as Mary and Henrietta stifled excited gasps behind her and Mary latched onto the back of her shirt and gave it an insistent tug that said she would do unspeakable things to Lily if she ruined this for her. She sighed in resignation. At least she could see how Lupin was after last night's full moon. She could even check to see if Pettigrew had made it through those last few problems.

"I don't see why not," she replied grudgingly, eliciting little squeaks of excitement from the females behind her. She leveled a hard look at Black, and then leveled her index finger at his nose. "But only if you promise not to make any trouble. No hexing, cursing or jinxing!"

"Moi?" he asked innocently, before dissolving into another of those strange smirks cut with sincerity. He eyed her for a moment. "You're too straightforward, Evans. Be careful, or I just might start to understand what he sees in you." Before she could respond, he jumped up and then bowed with a flourish, eliciting more giggles from behind her. "Very well, my lady, you have my word that we shall behave as perfect gentlemen while escorting you."

Lily snorted in spite of herself, and found a thread of sympathy for the rest of the girls in the school. It really was hard to stay angry with him when he turned on the charm. Nevertheless, she only gave him an arch look and turned back to her breakfast.

"We'll meet you out front at nine," she replied with a prim sniff, then bit into her toast as he laughed with genuine delight at her snobbish behavior and walked off towards the rest of his friends, who had just entered through the great double doors.

Lily watched out of the corner of her eye as Black said something behind his hand to Potter. Potter's mouth dropped open, and then he punched Black in the shoulder as his eyes searched the crowd and settled squarely on her. Lupin's face turned her way as he skirted his scuffling friends to settle at the end of the Gryffindor table, his soft, unreadable eyes scanning over her for a moment before he turned towards the food in front of him. Pettigrew was watching her as well, and she fought off the urge to shiver. She really needed to work on that reaction, it was terribly unkind. They were all just gawking at her because she'd finally agreed to hang around Potter for more than five minutes. Let them have their laugh. But she couldn't help but notice that Potter wasn't exactly laughing. There was a goofy sort of grin on his face as Black grabbed him by the shoulder of one sleeve and tugged him away towards the end of the breakfast table.

Boys. They were a great mystery. Lily shook her head and grinned to herself as she turned back to her friends, who were chattering excitedly a mile a minute at the prospect of walking next to Black and Potter for a few hours while they strutted around and acted self-important. Perhaps girls were an even greater mystery she mused as she nibbled on a slice of melon.

Across the hall, a pair of dark, watchful eyes took in the entire exchange from a far different perspective. They narrowed pensively for a moment, insight warring with indecision for a long moment. Then they slowly slid away.

TBC

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