I do not own anything in the Harry Potter world. That all goes to the Queen, J.K. Rowling.

Lying on the ground, sweat coated his body. His chest rapidly rose and fell while his lungs struggled to keep up with the demand of oxygen. Remus was still clothed in his dress robes from the previous night, though they were looking a little worse for wear. When thinking about the night's events, it all seemed like such a blur, but some things remained crystal clear. He'd forgotten to take his Wolfsbane, and had quickly fled from the ball. Never had he missed a potion since the attack, and he'd have been lying if he'd said he wasn't scared. The truth was that he was scared out of his wits, and that feeling had only intensified upon noticing a head of red hair chasing him from the castle doors.

Lily had never been a very fearful one. She stood up for what she thought was right, and went full steam ahead for the things she wanted. It was what had drawn James in at first. It was no secret that there was something between the girl and his mate, even if he always thought she'd end up with Snivellus. He could easily comprehend why two young men might be seeking to steal her heart. Lily was beautiful, intelligent, and brave. She could charm any man she wanted, and Remus was certain that she did it without even noticing most of the time. He was not immune to this. Every glance she took his way never went unnoticed by the young werewolf. She hardly interacted him, far less than she did with James, so those gazes were sometimes the only thing he could cling to.

At the ball, James had stolen a dance with Lily near the beginning of the evening. Meanwhile, Sirius had put together the brilliant plan of releasing a fleet of ice mice onto the dance floor to give the waltzing couples a little extra incentive to move their feet. Remus had immediately jumped on board, even if he could map out all the possible consequences, and Peter had timidly joined in last. James had even helped pull off the stunt once he'd managed to leave the lovely redhead alone. The professors had traced the catastrophic trick back to its authors within seconds. The four of them had quite the reputation around the school for being some of the most troublesome boys around. Professor McGonagall, for one, often mumbled something about retirement whenever she was forced to take points from the lot of them or assign detentions.

James and Sirius had been reprimanded while Peter remained in the shadows. Standing there alone with a clear mind as people continued to scream and hop up onto any available chair they could find, it was then that he'd abruptly remembered the date. He'd been stupid not to bring a flask along with him, hidden beneath his robes. He would have needed to flee at the end of the evening, but it wouldn't have been in such a panic.

While he'd ran, he'd desperately hoped that Lily would halt in her tracks and decide to head back to the castle. He didn't want to hurt her, but more importantly, he didn't want her to know what he was. Then perhaps she'd stop looking at him altogether, and with what would that leave him? Lily was not his to take. She never had been, but for some reason that only made him fancy her more. There was a certain draw to things you couldn't have. It was a challenge waiting to be accepted, even if the result was always an assured failure. He considered it a harmless crush, an admiration from a distance for a girl's beauty, though he knew there was much more to her than her looks.

It was in the Forbidden Forest that he'd lost her. His body began to shift and change, and by the time he stood upon the ground as a hideous creature, she had vanished. Not once during the entire night had he seen her again. The rest was a bit of a blur, filled with savage thoughts and equally savage desires. As a result of his inability to find anything to harm during the night, he'd gifted himself a few fresh scratches by his wrists.

When 'waking up' from an uncontrolled transformation, the first immediate fear was that of having killed or harmed someone. This morning, lying here among the dead leaves, that fear gripped him as he wondered if he'd touched Lily at all. If she was smart, she'd have headed back to the castle. Otherwise… He didn't want to think about it. His heart rate was gently slowing down, and Remus pushed himself up into a seated position. The woods were quiet, save for a woodpecker drilling away in the distance. It was such a harmless tune for a place so dark.

Hearing a branch crack, his head whipped around, but he couldn't see anything approaching. His heartbeat picked up again. He was absolutely exhausted both physically and mentally from his transformation, and he was certain that he wouldn't be able to escape a potential attacker. Feeling around in the leaves, he located his wand, and gripped it tightly in his right hand. Some few feet ahead, a head popped out from behind a tree.

"Remus? Are you okay?"

Remus just stared at the redhead as her full body came into view. Her dress, which was of a lovely emerald to compliment her hair, had twigs and leaves caught in it, which suggested she never had returned to the castle. He noticed that she had a bit of her dirt in her hair, but her face remained untouched. One might consider her to look a mess, but Remus would have to argue. He'd never seen her looking so untidy, and he found it mesmerizing. The boy swallowed hard as she came forward, her gaze fixed on his figure. It dawned upon him that he likely looked worse than she did. Big dark circles adorned his eyes on a daily basis, but were more pronounced after his full moons. His body slouched and slightly slumped to the side from lack of energy to hold himself up. His scratches, at the moment, remained hidden from sight.

"Remus, please say something. You're worrying me" she tried again.

He really should answer her. Yet as she kept stepping closer, the words caught in his throat. Lily was often around the gang because of James, but her attention was now solely on him.

"I… I'm fine" he managed to croak.

Creases appeared in her forehead, and she crouched down before him. "You don't look fine"

Before he could get so much as a word out, she set her palm on his forehead, before then shifting it to his temple, and then his cheek.

"You're warm" she noted. He was always warm after a transformation. The change was painful and usually stole much of his energy.

Judging by how calm she was, Remus assumed she hadn't witnessed much last night, and remained oblivious to what he was. It was best that way.

Her hands were cold against his clammy skin, making him shiver beneath her touch. Her fingers were comforting and soft, reminding him of his mother's touch. It had never failed to make him feel better.

"Remus"

Hearing his name, he realized he'd allowed his eyes to shut. The sound of her voice brought him back to earth. "You're not going to pass out on me, are you?" she asked.

"No," he answered, lightly shaking his head. "I'm just tired"

"We'll need to get you back to the castle. Can you stand up?"

The boy's hands anchored themselves into the forest floor and pushed him upwards. His limbs were sore and weak, overworked from all the running he'd done last night. His legs folded up slowly beneath him, preparing to support some of his weight. Remus gritted his teeth through the whole of the process, determined not to look so helpless in front of Lily.

Two hands caught him under his arms, and hoisted him upright. His knees buckled, and he leaned against Lily's slender frame. She held him, arms twisting around his middle.

"It's okay," he heard her whisper. "I've got you"

Remus's heart pounded in his ears.

Taking hold of Lily's shoulders, he removed his weight from her. She let go of him and instead positioned herself at his side, to support him from beneath his shoulder. With an arm draped around her shoulders, he found that he could use his legs just fine. He took extra care not to step on her dress, as that could end in disaster for the both of them.

"You don't have to help me all the way, Lily. You're going to be late for classes" he told her after a few minutes of hobbling in silence.

"I don't care" was her short answer.

It was a long walk back to the castle, so he decided to carry the conversation as far as he could. That might give him a chance to ask some of the questions that plagued his mind.

"Why did you follow me? You should have stayed back with James"

She looked at him. "James can handle himself just fine. You look distressed, the way you ran out. I'm the only one who noticed you leave, so I had to come make sure you were okay"

Remus considered this. His friends knew of his condition. Why hadn't they been the ones to come after him? They had become Animagi for a reason. "Not even Peter or Sirius noticed?"

"No. Peter was too busy hiding, while Sirius was helping James worm his way out of a detention"

He could understand how they would have forgotten. Their minds had been elsewhere. He had the unlikeliest of saviors; someone who didn't even know he was a werewolf.

"Well….thank you"

He caught the faintest of smiles cross Lily's lips for a moment. "I didn't turn out to be much help. Look at you; you need medical attention, or at the very least, a week's worth of sleep"

Remus halted their walk, and looked down at her seriously. "Of course you were. Had you not found me, I'd have had to drag myself back to the castle on my own. And don't worry about the way I look; the important part is that my dress robes are in good enough condition not to receive a Howler from mum." he told her.

This elicited a laugh from her, before she shook her head. "Come on, Wolfie. Keep walking"

Remus obliged, but couldn't keep himself from looking like a fish choking on air. "H-how-? Did James tell you?"

Lily's expression had sobered a little. "Last night. I saw you. You were writhing in pain in a clearing. I understood what was happening, but I don't think I've ever felt more afraid in my life" she admitted.

He inhaled deeply, letting this sink in. So she knew. And she was still helping him out. "But why didn't you run back to the castle? You knew your life was potentially in danger. Why did you stay?" He simply didn't understand.

Her hand gently placed itself atop his arm, there on her shoulder. Her green irises were aimed off in the distance. "Because I knew you were still you. And you needed help. Werewolf or not, you're my friend, and when all of it was over, I knew you'd need me" His chest tightened at the word. Friend. They were more than acquaintances to her, and that for some reason brought him immeasurable amounts of joy. Remus smiled to himself, hoping Lily wouldn't notice.

If she had, she didn't show it. Things were silent between them from then on, and her hand remained latched to his arm; a gesture of comfort, or perhaps she enjoyed the contact. His mind rationalized that it could hardly be the latter. It was James' touch she craved.

On that note… Down the hill came rushing a figure. They were nearly at the castle's entrance now. As the figure came closer, he recognized the messy head of dark hair whipping in the wind.

"Oi! Remus!" James yelled. He didn't look the slightest bit winded by the time he reached them. Sometimes Remus envied his athleticism.

"Mate, what happened?" His eyes briefly skimmed over Lily before finding him.

"Forgot to take my wolfsbane" he mumbled, scratching the back of his head with his free hand.

James' forehead creased for a moment before he came forward. "Here, let me take him"

Lily removed herself from his side and let James take the reigns. "You should hurry on up to the castle. You'll miss Potions"

Remus caught her gaze for a split second, and then she was off at a jog, red hair billowing behind her. When James looked over at him, he abruptly looked up at the sky under the pretense that he was admiring the clouds. "You look bloody awful" the other boy told him. A little less awful now, thanks to your girlfriend, he thought to himself.