James and Sirius glared at each other from across the common room while Remus stood between them, hoping neither would be stupid enough to go for their wands while he was in the middle. Peter sat by the fireplace, his stare travelling from James to Sirius and back again.

"Have you completely lost your mind James?" Sirius demanded. James looked taken aback briefly by the sudden use of his given name instead of prongs, but otherwise didn't show any sign of reacting.

"She's already figured out Moony's furry problem! It's not going to be long before she figures out that we're sneaking out on the same nights he's 'ill' or 'visiting his sick mother'." James fired back just as incensed as Sirius was. This actually caused Sirius to pause for a moment and contemplate their friend in the middle of it all.

"The perhaps James, we should ask Moony what he thinks of this since it's him that will be most ill-effected by it if she does turn us in." Now it was James' turn to pause and consider their friend. Remus sighed. He had hoped they would be able to sort this little argument out on their own, but apparently not.

"If you want to tell her – or show her rather, then I'm not going to stop you Prongs. Lily's a smart girl, and you're right. It won't be long before she figures out that you three go missing on the same nights I do. I'd much rather she know why then start panicking over what-if's." Remus said evenly. He meant every word, but that still didn't stop the rising feeling of panic he felt when Lily Evans walked through the portrait.

James shot Sirius a questioning look. Sirius bowed dramatically, signalling him to go on. Peter shrugged.

"Lily, can we talk to you for a moment?" James asked politely. It had seemed like a good idea at the time – tell Lily that they were animagi and sneaking out with Moony every full moon so that he didn't have to undergo his transformation alone… watching her carefully guarded eyes however he began to lose his resolve. "In private?" He added in a small voice. He saw surprise flash across her face before she schooled it back into that carefully guarded look. He didn't know if the surprise was from how nervous he sounded or the fact that "private" consisted of himself and the other three boys.

"We're the only ones here, James" She stated. He was at a loss for words and threw a pleading look towards Remus and Sirius. Sirius barked a laugh while Remus looked amused and stepped in, earning him a grateful look from James.

"Uh, I think Prongs – James" Remus corrected himself as he remembered who he was talking to "means somewhere where we won't be interrupted." Realisation dawned on Lily's face and she nodded, following the boys to their dorm room. Remus shut the door gently behind him casting several silencing and locking spells on it. The look on Lily's face grew more and more apprehensive with each passing moment. She looked at James expectantly, impatience beginning to show on her face.

"Well you already know about Moony here being a werewolf…" He began

"Smooth Prongs…" Sirius interrupted. James glared at him.

"And uh well… you see we only really agreed on telling you – showing you, this a few moments ago so I don't really know what to say… but uh…" James began to babble and Lily interrupted him

"Why don't you show me first and then explain later?" She asked kindly, now extremely curious as to what had the usually so suave boy tongue tied. He nodded, promptly disappearing, in his place stood a magnificent stag. Lily gasped, involuntarily moving to touch one of the large antlers that adorned Prong's head. She turned to look for the others and shrieked as a large fat rat sat where Peter had been

"It's ok, that's Peter" Remus said soothingly as he scooped the smallest of the Marauders into his hand.

"And I suppose that…" Lily gestured towards the large fairly menacing looking dog that had taken Sirius' place "is Sirius?" She asked. Sirius rolled over letting his paws wiggle in the air and tongue dangle out the side of his mouth – completely breaking the 'menacing dog' look. Remus nodded as James and Sirius retook human form. Peter scurried down Remus' body and retook human form moments later.

Lily sat down heavily on one of the beds. "Explain." Was all she said, Remus sighed and sat down on his own bed, Sirius was lounging on the floor where he had transformed and James took the bed opposite Lily. Peter sat in the corner watching the events unfolding with interest.

"We knew something was… different about Remus after a few months. In our third year, we found out about his furry problem as we liked to call it." James began, surprising a laugh from Lily at the mention of their name for Remus' condition. "We never confronted him about it, but instead Sirius and I took it upon ourselves not only to find out as much as we could about Lycanthropy but also what we could do to help. The answer turned out to be rather simple really. Animagi." Lily looked slightly puzzled so Sirius explained briefly before James continued with the story of their lives.

"Animals aren't affected by werewolf bites like humans are. Sure they're painful and take a while to heal, but they don't pass on the condition. Animagi are humans in the form of animals and after research we found out that the wounds inflicted by a werewolf on an Animagi in animal form would not be the same as the damage on the human once the animagi retook human form."

"Sirius and I spent the next two years trying to become animagi, and we finally managed it just after starting our fifth year. We confronted Remus about his furry problem and showed him what we'd done."

"I was not at all impressed at first. It was dangerous magic…" Remus started

"we could have been killed or trapped as an animal or trapped as a half animal half person, yea yea yea yea. He lectured us for the several weeks leading up to the next full moon, but we eventually convinced him that it was safe and that it would be nicer for him not to have to be alone during his transformations." Sirius interrupted, not at all keen to hear a lecture he'd heard a dozen times in the past – especially when after all was said and done, the lecture was now proven invalid. Remus took up the story from there.

"I told them when Madam Pompfry would be escorting me to the Whomping Willow and told them of the knot on the tree. That night James, Sirius and Peter snuck out of the castle under the invisibility cloak and followed us. They waited until Madam Pompfry had returned to the castle before transforming and following me down the tunnel. It was already a better transformation night than I had ever remembered. I had my friends with me and didn't feel as if I was as alone in the world as I previously felt. We decided on names that night while we waited on the moon to rise. Hence I became Moony, Sirius - Padfoot, James – Prongs and little Peter here became Wormtail." Remus paused to take a breath and also gauge Lily's reaction. Like him, Lily loved the rules and hated being associated with breaking the rules. However unlike him, Lily had no reason to keep what his friends had done for him a secret. He pressed on, hoping that the sheer force of how grateful he was to each of his friends would persuade her not to go running to the headmaster.

"Just before moon rise, Wormtail, Padfoot and Prongs transformed. Their presence helped to keep me a little saner than normal I think and throughout the night the four of us stayed together. As the sun began to rise and I regained my human form, I noticed that for the first time since being bitten I wasn't waking up covered in my own blood and I hadn't scratched or bitten myself in the night. I was still sore from the transformation, but it was an aching sore and not a painful one. Padfoot, Prongs and Wormtail have been with me every transformation at school since." This is where Remus decided to stop his story telling. Even if Lily could accept that they were routinely breaking the rules, she would not condone the other things they did in the night and he didn't want to push her too far with this.

Everyone in the room was silent for a while, the boys watching Lily with trepidation and Lily eying the Sirius, James and Peter in a way she'd never seen them before. These boys – immature and vulgar as they could sometimes be, had done something really sweet for a friend, yes it had been dangerous and still was, but it was also really sweet. She looked into Remus' eyes and made up her mind. She couldn't turn them in. She had first figured out that Remus was a werewolf in her fourth year after he returned one morning with a particularly nasty bite wound on his arm. She had confronted him about it and his shame as he turned away from her had been enough. She had since then been spending a lot of time talking to him about it and convincing him that he wasn't the monster that he thought he was. She remembered that wound he'd inflicted on himself that night and thought back to the past two years… she couldn't remember him coming back with a single injury. She didn't want to ruin this for him. His friends obviously cared and as long as they stayed in the shrieking shack, they were relatively safe.

"I won't tell. But why tell me this now?" She asked

"You'd have figured it out on your own. James thought it best that you hear it from us so that you knew their reasoning and didn't freak when you realised they could be anywhere on the grounds while I'm… not myself" Remus summed up succinctly. Lily nodded. Had she found out for herself she would have panicked.