A/N: This is set in McGonagall's third year when Riddle set the basilisk loose. He was, of course, in his fifth year at that point. Enjoy :).

Just so you know, this came out a lot differently than I'd imagined it to. I thought it would all be in the past and stuff but then I started typing and here's out it turned out.

Summary: McGonagall reflects about friendship and we get a glimpse of her past.

Disclaimer: The only thing I own is the character of Penny Phillips.

Professor McGonagall was still staring at him, and for a moment, Harry thought she was going to explode, but when she spoke, it was in a strangely croaky voice.

'Of course,' she said, and Harry, amazed, saw a tear glistening in her beady eye.

Once the two Gryffindors were out of sight, she pulled out a handkerchief and blew her nose, remembering when, all those years ago, the same thing had happened to her.

Minerva McGonagall stared at Professor Dumbledore, sure that there had been some mistake. "Are you sure?" she whispered quietly. The Head of Gryffindor nodded somberly as he led her in to the hospital wing.

"I am afraid so." Minerva could only stare at the petrified form of her best friend, Penny Phillips.

"But why? There was no reason – none!" Professor Dumbledore laid a comforting hand on her shoulder.

Penny was a muggleborn, that was true, but she was one of the smartest witches of her age. She was liked by most of the population at Hogwarts, students and professors alike and to think that something like this would happen to her was astounding. The two girls had met on the first train ride and had been close ever since. They did everything together. When Penny had broken up with Tom Riddle, the two girls had snuck down to the kitchens and taken as many sweets and butterbeer as they could back up to the dorm and spent the night eating everything and bashing Tom Riddle. Apparently someone had caught him cheating on Penny and although it didn't seem like something he would do and had denied everything adamantly, Penny had decided to believe her friend and had dumped him. That was three days ago.

"Hello?" Minerva spun around and glared at the boy who had just walked into the hospital wing. She felt Professor Dumbledore's hand tense slightly before letting go.

"Good evening, Tom."

Tom looked at Professor Dumbledore and nodded before moving closer to the bed.

"What're you doing here?" Minerva snarled at him, reaching for her wand. He held up his hands defensively.

"I just came to see if she was okay," Tom said quietly, brushing his black hair out of his eyes. Minerva wasn't sure but she thought she saw a bit of a challenge in them. "Please, I just want to see her."

"She will be. The mandrakes are coming along nicely," Madam Holly said as she bustled in. Minerva thought she saw Tom's hands clench for a moment before he nodded again.

* * * * *

Now in her office, she looked at a picture of herself and Penny who had died in the war, murdered by Voldemort himself. She wouldn't be surprised if he had been the one who opened the Chamber. It was impossible of course, he couldn't be here at the school now, but she couldn't believe that Hagrid would have opened it. After all, he wasn't a pureblood. Besides, Hagrid and Penny had always gotten along so well.

Minerva looked out the window, suddenly feeling extremely vulnerable, finally coming to the full realization that it was happening again and that this time it was one of her best students (she didn't have favourites of course) who had been petrified.

Before the attack, Penny had been full of laughter and life. She had always been up for a good prank and she loved jokes. She really would have liked Fred and George, and she had loved the stories that McGonagall had had about the Marauders.

Looking out the window, down at the grounds, McGonagall sighed. Always the innocent were the first victims. Penny had been petrified so early. McGonagall felt guilty about it, but she was glad that it hadn't been Penny who had died that year. She really hadn't liked Myrtle who had been extremely sensitive – a quality that always annoyed McGonagall – but she felt guilty nonetheless. No one deserved to die that young.

Her thoughts now turned to Harry, Ron, and Hermione. They were so close and had proven loyalty to each other already, their friendship having been tested the year before and it had stayed strong. McGonagall was truly happy that they had found each other. They reminded her so much of herself and Penny that it scared her sometimes – how loyal and trusting they were. She hoped they would stay together, she hated seeing friends torn apart and on that note, her thoughts turned to the Marauders.

The Marauders had been such a close group of friends and they had been torn apart completely. Two dead – one murdered by Voldemort, one blown-up by one of Voldemort's supporters, one not trusted by much of the wizarding community simply because of a ridiculous prejudice, and one in Azkaban. If you had asked her twenty years ago where they would all be now, she certainly would never have come up with something like that. They had been so close...

Her thoughts once again came back to her relationship with Penny. They had pulled quite a few pranks while at Hogwarts even though she seemed rather stern now and she actually enjoyed a good laugh now and then which was probably why the Marauders had only received detentions and nothing more serious. No one would think of it to look at her, but she had been a big prankster when she was growing up. She and Penny. Thick as thieves. If you believed in such adages.

Feeling extremely cold all of a sudden, she turned to light a fire in the fireplace when a knock came at the door. "Come in," she said, hoping it wasn't another attack.

"Professor?" It was Filch. "There's been another attack. On one of the red-heads."

McGonagall looked up in shock. There weren't many red-heads in the school and the ones that were, well, they were all purebloods. "Are they all right?"

"We don't know," McGonagall felt anger fill her, what did they mean they didn't know? "They've been taken down to the Chamber."

Now McGonagall felt fear, shock and sadness wash through her as once again, terrible things happened because of this Chamber and before she started organizing safety measures and such, she spared one last thought for her childhood friend, Penny Phillips.