A/N:Ok, so to make it clear where the hell this is coming from, i was watching Harry Potter III (movie obviously) and then there's that scene where Harry and Remus Lupin are talking on the bridge about his parents. And then Lupin goes and talks about Lily, and suddenly it struck me: omg, he loved her.

I'm not saying that's the way it was in the book, and neither is this fic Remus/Lily. But when i saw the look on the actor's face and listened to the way he talked about her, i was like "... omg, no way." and i immeidately pictured this.

SPECIAL: The "him"s that are italicized are referring to James, if you ever get confused about whether a "him" is a Remus "him" or a James "him" check for that.

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And she was talking to him still, saying things that he couldn't even listen to anymore, but that he could hear, spreading like warm hands all through his body, ebbing away the steady cold that had built up in him over the years. If only she…

Well, that couldn't be helped.

Her voice was like a mug of warm brandy on a cold Christmas day; warming in its comfort, and totally consuming, addicting almost, and all that he thought he would ever need. It was years later, and she was still talking to him.

It was because she thought he just needed someone to talk to him, show him he wasn't alone, just like the way they used to do when she very first found out about what he was. It had been James who'd told her, before he and she were going steady. That way he had known that her friendship it hadn't just been a favor for him. No. She had come up to him freely, accepting, warm, and being so kind… being Lily. And he had known that he would never be able to –

"I'm really not sure it's entirely fair," Lily said resting on her elbows, but he was barely registering her words. "I think if Professor really wanted to be fair, she'd-"

And she was glowing. There he was, just watching her speak, watching the way her mouth moved, the way her eyes smoothed over as she looked from star to star in the sky. This time of year the stars glowed like tinsel or balled up shreds of silver foil in the dark. Her paper white skin was glowing from starlight, moonlight, and from him and what he had asked her.

Instinctively, his eyes moved down to her left hand, the finger sitting next to her pinky, but it was mittened up against the cold in thick black wool. Still, if he studied it hard enough, he thought he could catch the lumpy outline of a stone and simple band. He still couldn't force a part of himself to accept the fact that they were engaged. That she was going to be married. Even though he had known it was going to be before the rest of them, probably even before James. And if the two of them had ever separated or broken it off… Well, no one knew what they would have done then. Still, he stared at the ring, a numbness shaking him down to his core. It seemed as if he were bewitched, and could not look away from it. It was always like that. It seemed like he was always staring hard at something that he could never really see; that was there, but wasn't really there. Something he could never find.

And she was still talking to him. He couldn't stop the bittersweet pain that blossomed like a growing rose that had been taped onto a video cassette and put on fast forward. It extended from the tip of his heart, and started working its way up his throat. There she was, being so happy, just sitting there to be with him, and he wasn't even there anymore. It used to be that she could come out and talk to him for hours, and he would always feel calmer after wards, listening. Not better. And not fixed, because no one could ever really fix him. The bite-mark on his stomach would likely never go away. And he would always be what he was, even if someone did find a cure: He still got sick every time he looked at a painting of a full moon, or heard a dog screaming in the night. But when there was Lily, it didn't all seem so hopeless. He was calmer, and the pain wasn't unbearable at the sound of her voice. When she opened her mouth and let out the steady string of words, nothing in the world was quite so sharp anymore. And even though he never really believed her, it was so nice to hear her naïve yet determined tones rise and fall with the beats of her breath. It was nice to hear from someone things were alright. That he was alright. That he wasn't… deranged… If only when he needed to hear it.

It had been because she had approached him with such kindness, and for no reason except for the fact that she wanted to extend kindness to him. She wanted him to be able to talk to someone. She wanted to sacrifice things, lower herself, and become involved with him. Other than his three friends, no one had really been prepared to do that. Not for someone like him.

And they were different anyway – his friends – because they had already been involved before they knew. They had already been connected, already been close friends, and also, they didn't really understand it.

To James and Sirius it was just a big game, a challenge, an act, an opportunity for adventure. Something new. Of course they were concerned for him. They felt sorry for him. And they cared. But they didn't really get how much it hurt. Because they made a game out of it. James and Sirius both. He did love them dearly for it, but… the way they laughed about nights spent together with a werewolf, chasing stars, and howling at the moon, being wild… nights that he couldn't even remember. If they really understood, they wouldn't be that brazen with it. Although, Remus suspected, it was probably the only way they knew how to handle it.

They didn't understand the complications, the complete depth. No one could, and especially not those two, not with their identical nature.

And then there was Lily. And she came to him, in seriousness, in calmness and she didn't ever try to lighten the situation for what it wasn't. And he had… for that he had…

Well, none of that could be helped now. Which is why he was growing more upset.

The passive pain that was swelling inside him was growing more and more deep. It was frightening him. He feared hat one day, it would dive so deep inside him that he would never be able to dislodge it and get it out again.

And that ring on her finger, the one he had been there to approve before James bought it… was it really there?

"And then Susan was raving on about it the entire night, of course." Lily said, smiling lightly with that perfect face, as she stared at the rocks below them, splashed with ivory from the moon. She looked up to the sky then, amused, spoke on. "But then I suppose Greta deserved it, didn't she?"

Remus let a small something tug at his lips. "Yes, she does." He couldn't call it a smile. Smiles weren't supposed to hold that kind of emotion. And he wasn't talking about Greta at all.

Lily smiled at him. "You know, for a moment there, I was afraid you weren't even listening to me."

He swallowed and moved his jaw a little before settling down. "I'm always listening." He said quietly.

She didn't have to ask if he was alright. She knew from the look in his metal-gray eyes that he was troubled. That he was… distant.

"You know, Remus," she said slowly, and his eyes were drawn to her by some force that he would never have control over. It seemed sometimes that he would never have control over anything. "I wish that we-"

And, very slowly, he put his lips on hers.

They stayed completely still for too long. Neither of them moving, and the whole time he knew that he had suddenly made her so very sad.

He was responsible. Again.

"Remus…" she said when they'd broken away at last. "I… James-"

"I know, Lily." He said, looking at her, unable to even recognize the emotion that was suddenly so swollen inside him that he felt as it might flow over from the top of his head, or seep through his skin and hit the ground like raindrops. "I know." He said.

And he turned around and he left.

From the moment she had come up to him freely, accepting, warm, and being so kind… being Lily, he had known that he would never be able to love anyone else.

Weeks later he would smile at her while she stood up at the alter in her summer pale dress, simple and beautiful complimented by her wild red curls, and raw green eyes. When he and Sirius stood together to make a toast, he raised his sparkling amber glass of champagne to the eyes of his best friend's wife: the only girl that he had ever loved, and only one of a thousand things that he had lost.

… Cheers.

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A/N: I'm not saying that's the way it was in the book, and neither is this fic Remus/Lily. But when i saw the look on the actor's face and listened to the way he talked about her, i was like "... omg, no way." and i immeidately pictured this. I don't believe that she had any romantic feelings for Remus, but they were friends and she did care about him. Yeah... i might just decide to scrap this and/or rewrite it when i read it again. I dunno.

xox nanirain

Disclaimer: No recognizable material belongs to me.