Note: I do not use "Waltzing Matilda" in reference to backpacking across Australia. I mean waltzing as the graceful dance, and Matilda is a character.

"You've been staring at him for the last five minutes."

Lily jerked her head around to look blankly at her best friend. Penny raised an eyebrow. Lily blinked and turned to the lesson books piled on the table in front of her.

"I wasn't looking at him. I was daydreaming into the fire."

Penny glanced over. Lily's excuse was plausible, for he was sitting near the hearth, playing chess with Remus Lupin. But she didn't believe it.

She looked back to her friend, who was innocently writing her essay for Transfiguration. "We're not getting any younger, you know. Just ask him out."

Lily mentally sighed. Peninah Gaye MacTavish had always been annoyingly blunt. The word could describe her friend in generally every aspect. Her comments were blunt, her actions were blunt, and even her sharp angular appearance hit you hard, like a blunt instrument. Her nose was aristocratically straight, and her black hair was much the same, cut in one length that reached the middle of her back. One didn't often see black hair on a Scot, but somehow it fit Penny.

Lily had never told Penny, but she secretly thought that her friend was fearless.

"I don't want to ask him out," she answered, still writing. She didn't look up for the sole reason of not wanting to meet the intense gaze she knew was fixed on her. "You, of all people, should know that by now."

"He hasn't asked you out or bothered you for months, Lily. Hell, now that I think about it, he hasn't bothered you since the end of last year. That's eight, nearly nine, months."

Lily had realized his lack of attention, long ago, and still couldn't decide how she felt about it. "Good, maybe he's finally admitted defeat," she replied absently.

"'Defeated' and 'James Potter' should never ever be used in the same sentence. Unless, of course, James is the one doing the defeating, which is much more likely."

Lily snorted noncommittally and, while scolding herself, peeked once more across the Gryffindor Common Room at the boy. Actually, she corrected herself, peeked at the man.

For James Potter was no longer a scrawny, shy little first year, who would gaze at her with sloppy puppy love in his eyes. Now at nearly eighteen, he was a few inches taller than six foot, weighed probably twice as much as he had when he was eleven, and had a lean, well-toned body.

Lily had never seen proof, but there were rumors that some girls had created shrines in honor of James Potter, and would worship him every full moon.

Suddenly, while Lily was "peeking" at him, James's hazel eyes flashed up to meet hers. She gasped and spun around to see Penny grin.

"Gosh, you two are vastly entertaining."

Lily glared at her and turned back to her essay. She didn't look toward the fire the rest of the evening.

At breakfast the next morning Lily was biting into a piece of toast that was covered with shiny orange pumpkin jam when she heard an overexcited yet bashful voice behind her say, "Hi, Lily."

Mentally sighing, Lily finished chewing what was in her mouth as she turned around. Behind her was a sixth year Hufflepuff girl named Matilda. The girl had her hands clasped in front of her eagerly, an enthusiastic, toothy smile splitting her chubby face.

Matilda was the only soul in all of Hogwarts Castle that didn't know she was a geek. She didn't have any very close friends, but she didn't seem to mind. Lily had always thought Matilda was nice, and always felt bad when other students made fun of the girl. And being Head Girl, a position that was supposed to have quite a bit of influence among the other students, Lily made it a point to be pleasant with the girl. It really wasn't all that difficult, because Matilda was really very friendly. Just a bit timid.

" 'Ello, Matilda. How are you?"

Matilda looked flustered. Her cheeks went pink. "Oh, I'm fine, just fine, thank you."

She didn't say anything more, just kept staring at her idol. Finally Lily asked in a bright voice, "Is there something I can do for you, Matilda?"

"Oh, well, I don't—that is, I don't want to burden you. I mean, you're so wonderful, and responsible, and kind, and beautiful, and wonderful—and I really need some help, and I know you're the best one to go to for help, but I really don't want to bother you overmuch—and it's really not a big deal, I mean—"

"Matilda," Lily broke in, "I understand; it's really no problem. What do you need help with? Homework? Do you not understand something in one of your classes? Is it Arithmancy again?"

"No, no, it's not Arithmancy. You were a big help with that, I understand it so much better now—"

"What do you need help with, then?"

Matilda became self-conscious. She glanced at the people breakfasting around Lily before leaning close to whisper, "It's not really anything I'd like to discuss in public."

That unnerved Lily quite a bit, but she could see how much her help would mean to Matilda, so she didn't refuse her. Plus it probably wasn't all that bad; this was Matilda they were talking about.

"All right. How about we find ourselves an empty spot at lunch, and then you can tell me what's bothering you. All right?" Lily smiled.

"At least you won't get killed."

This comment came from Penny as she and Lily set up their workspace in their first class of the morning. Lily gave her a puzzled look.

Penny explained, "When she snaps and starts using Unforgivables on everyone in Hogwarts. You'll be spared because she likes you and you never did her wrong."

Lily set her textbook on the table with a loud smack. Looking unamused, she snapped, "Shut up. That will never happen. Ever." She resumed arranging her supplies in front of her, giving a small shudder. "Don't even say it."

"That's what everyone thought at Podski's Academy for Young Magicians. But look what happened there. They still haven't found this one guy's nose."

"If you're so worried, you should start thinking about preparing yourself as well. It wouldn't hurt you to smile at her when you walk by."

"And maybe I'll join the Peace Corps and become a UN Ambassador and take in twenty stray pups."

"Penny, you do know that it takes fewer muscles to smile than to frown, don't you?"

"I have to burn calories somehow. Not all of us can be radiant redheads."

"Trust me, having red hair definitely does not mean one is radiant."

"What do you think she wants to talk about?" Penny asked, getting back on topic. Hearing the telltale laughter and knowing that the Marauders would cross the threshold into the classroom any minute, she watched to see Lily's reaction.

Lily heard the laughter, too, however, and forced herself to keep her eyes on her textbook as she idly flipped the pages until she'd come to the page the class had left off on last lesson. "I have no idea. She said it wasn't homework, so it's not that…"

Disappointed with her friend's show of interest or lack thereof, Penny began flipping through her textbook also. "Maybe she needs some personal advice, like a new hairstyle or something. What page is it?"

"Nine hundred twenty-three. Speaking of new hair styles…"

"No."

"I really think—"

"No."

"Just a little—"

"No. It's long, it's straight, and it's black. It's always been that way, and it will always be that way." She saw Lily open her mouth. "No."

Lily huffed out the breath just as the professor walked into the room.

At lunch, Lily spotted Matilda right away. She was sitting at the very front of the Hufflepuff table, completely alone, wringing her hands as she watched the entrance to the Great Hall. She saw Lily enter and waved to her.

"I'll be with the Queer Quartet." Penny headed toward the four Marauders. Lily snorted and waved back to Matilda.

"So," she began a few minutes later after she and Matilda had exchanged greetings and filled their plates. "What do you need?"

"Sirius Black," Matilda burst.

Lily swallowed convulsively and wasn't prepared. She started choking on her bite of bread. She coughed hoarsely, making a loud, rasping, horrible sound, unable to swallow and unable to regurgitate. She stood, shoulders hunched, and clutched at her throat. Matilda flapped her hands in useless panic, crying, "I've killed her! I've killed her!"

Students began to notice and soon teachers rushed from the high table to help. Dumbledore acted first, swishing his wand in what looked like a complicated pentagon.

Lily felt the offending morsel vanish completely. She gasped in fresh oxygen and felt the blood return to her limbs. A sudden rush of lightheadedness made her sit down quickly on the floor.

Matilda was crying. "I'm sorry, I'm so sorry, Lily, I didn't mean to."

Penny knelt on one side of Lily and James Potter knelt on the other. "Are you all right?" Penny asked, touching her friend's shoulder.

Lily nodded. "I'll be okay." Her voice came out as a croak. "She caught me by surprise."

Penny's raised her eyebrows. "Is it what she needs?"

Lily nodded again. Penny whistled. "Must be a hell of a shocker."

"What are you two talking about?" James demanded, making Lily notice him for the first time.

"Nothing," she said quickly, trying to convince herself she wasn't suddenly flustered. "I'm fine now, really." She sent Penny a look. The brunette pulled James away.

Lily nodded agreeably when Professor McGonagall ordered her to visit Madam Pomfrey sometime today so the nurse could see to her sore throat. Having lost her appetite, she suggested to Matilda they have their talk in the library.

When settled at table some distance from anyone else so as not to be overheard, Lily locked her eyes on the Hufflepuff girl sitting next to her. "Now, what is this all about?"

Matilda couldn't meet her eyes. "I—I'm really sorry. Maybe you should go see Madam Pomfrey now."

Lily sighed, then reached out to touch the girl's hand, gentling her voice. "Later, I promise. I'm fine. Now explain to me why you need Sirius Black and why you want my help."

"To prove that I can." Matilda's eyes met Lily's now. "People think I don't know what they think about me, that I'm too daft to realize. But I do realize." She looked away again. "And because I like the way he laughs."

Lily's heart went out to the girl. She brought her hands up to scrub her face. "So what's our goal? One date? One kiss?"

Matilda's head came up, eyes wide. "You'll really help me?"

"I said I would, didn't I?"

"Yes, and I never doubted your word, of course I didn't, it's just…you don't particularly like the lot of them—"

"Exactly," Lily said. "That's my motive. I'd like to see Black lowered a few pegs just as much as you do." She slipped on a smirk. "It'll take some work, but before long you and I will have him trailing in your wake like a faithful hound."

The following weekend Lily set to work. She didn't tell Penny what she and Matilda were going to do. She knew Matilda would want to keep it a secret, and respected that.

She knew they would need privacy. Someplace with a lot of room, out of the way so no one really frequented it. Someplace where they could curse and swear with frustration and not be overheard.

It was as perfect a day as could be expected for late January. There was no bitter wind, and the temperature was a balmy twenty-seven degrees. Snow blanketed the ground, but it wasn't deep.

Being Head Girl, Lily had access to the Quidditch schedule. She made sure there weren't any practices or games scheduled in their time frame before meeting Matilda in the Entrance Hall and leading her down to the pitch. They had until one o'clock before the Gryffindors needed room for their three-hour practice.

Smack in the middle of the pitch, Lily paced a few steps away from Matilda, then turned to face her. The girl stood nervously with her arms out at her sides, trying to keep balanced. There was a textbook teetering on her head.

"Now." Lily held her arms out before her, as she would to a baby talking its first steps. "Walk to me."

Matilda took one cautious step, stopped and held her breath as she waited for the book to fall. It didn't, though, so she took another step. "Lily?" she squeaked.

Lily watched her take another tentative, and successful, step. "Yes, Matilda?"

Matilda felt the weight on her head tilt dangerously to one side and leaned to try and right it. She failed, and the book plopped in the snow. "Er… Why, exactly, if you don't mind me asking, that is…why are we doing this?"

Rejoining the Hufflepuff, Lily picked up the book and placed it back on the girl's head.

"Grace is a feminine virtue. The first step to gracefulness is poise. Balance, confidence, and steadiness are essential elements. You need to stand tall and proud—chin up, shoulders back, spine straight. You need to carry yourself as if you're in control, and you know it."

"But I'm not good at controlling things," Matilda nervously argued as she watched Lily move to stand away from her. She took a slow step forward.

"If so, you can't let anyone even think that's possible," Lily replied. She watched the book fall, again, to plop in the snow. "Matilda," she said gently as she walked back to the girl, her feet crunching in the snow. "Are you sure you want to do this?"

She was gripping her friend by the shoulders. After a moment, Matilda sighed and looked up. "Yes. Yes, I'm sure. I just… This isn't what I…"

"Expected?" Lily finished for her. The girl nodded. "I know it isn't. To be quite honest, I really had no idea what I was going to do with you until I saw you this morning. You were slouching horribly," she revealed with a smile. "As if you were trying to shrink away from everyone."

"I was doing that?" Matilda sounded taken aback. Lily nodded.

"Mm-hmm, you were."

There was silence for a moment. Finally, Matilda said firmly, "No more. I don't want anyone to think I'm scared of the human race."

"That's what they think now," Lily said bluntly. "But we're going to change their opinion. Are you absolutely sure you need to go through with this? You still want Sirius Black?"

At the mention of him, Lily was surprised to see a wicked gleam come into Matilda's eye. "Oh, yes. I want him." Then, appalled of herself, her gaze flew up to meet Lily's. "I mean—this. I want this."

Lily held back a laugh. "Good. But Matilda…" She bent to pick up the book, then reached to place it atop the girl's head. "You have to relax."

Matilda nodded. "Right." Determination now added an edge to her voice.

Within an hour Matilda had successfully walked to Lily and back three times. Within another hour she was turning circles and moving easily. Her chin was up, her back straight…Lily noticed that by standing properly, Matilda looked slimmer as well, even bundled up against the cold as she was.

Lily had begun to think it was time for a break when Matilda asked tentatively, "When you explained about grace and poise…how did you know that?"

Motioning for her to follow, Lily led the way back up to the castle. "I, for one, am frozen solid. My sister and I were both in dance," she answered, "since we were both very little. The things I told you I, myself, had heard so often that I think it's been burned into my head. Of course, that was the point, I suppose."

"You always seem like you're in control," Matilda murmured, like she just realized the fact. "As if you always know what to do."

"I hope so, otherwise eight years of lessons have been wasted." Lily smiled at her before placing the book on her own head and continuing on without breaking stride. She never faltered, even shuffling through the snow as she was, and the book never quivered.

The two girls entered the castle and headed toward their separate common rooms. They'd agreed to go put on dry clothes and warm before their common room fires for a bit, and then meet again in the Great Hall for an early lunch.

As she was climbing the last flight of stairs to Gryffindor Tower, Lily saw the Gryffindor Quidditch Team heading toward her, dressed and carrying broomsticks. She raised an eyebrow, thinking they were quite a bit early for practice.

She had just passed Sirius Black and James Potter when a thought came to her. Wheeling around, she called, "Oy, Black!"

Both he and Potter stopped and turned around, as if the name referred to both of them. As she backtracked to them, she saw Potter's hand jump up to ruffle his hair, giving it a windswept look. Resisting the urge to roll her eyes, she decided to completely ignore him. Her eyes fixed on Black.

"I thought practice wasn't until one o'clock?" she inquired mildly. Out of the corner of her eye she could see Potter staring at her.

Black shrugged. "Breckenridge thought we were all looking puny and three hours of vigorous, back-breaking, exhausting work wasn't enough, so we're going a bit early." His sarcasm was palpable. "What's it to you?" he asked curiously.

Lily sent up a quick thanks that she and Matilda hadn't stayed out on the pitch longer. "Nothing, really. I'd heard in passing that practice was one to four today, and I'd just been wondering why you were going now."

Black nodded. "Well, there you have it. We should catch up."

Lily nodded, and they turned to go (James seemed rather reluctant). Then, without letting herself think about the wisdom of it, she impulsively called him back. "Black! One more thing," she explained when they turned. She was unconsciously wringing her hands. "I need to talk to you…sometime. Like…at dinner or later tonight. In the Common Room."

For a moment both men stared at her blankly, then Black replied, "Er…sure. I'll find you at dinner. After practice."

"Right. Great. Thanks. I'll wait for you, then." With that, Lily turned and hurried up the stairs and out of sight.

Sirius glanced at James, who was glaring at him with narrowed eyes and flared nostrils. "Don't look at me like that, mate."