A/N: For the purposes of this fiction Tonks and Remus both attended Hogwarts at the same time.

"Metamorphmagi can take a wide variety of forms, changing gender, race, and age, potentially looking like anyone at all, or even just changing a part of their appearances…Strong emotions, such as shock or depression, can affect their abilities to the point of having trouble using them at all."

"Lupin was very fond of Lily, but I wouldn't want anyone to run around thinking that he competed with James for her." – JK Rowling

Winter 1976

Four teenage boys lounge on the bank of a river in the weak winter sun. The conversation is not distinguishable from the shadows where a frail girl with limp mousy hair hides. The laughter and risqué behaviour of the boys is enough to draw attention from anyone, but her gaze is fixated on only one boy. The pale teenager has his nose in a book, but his attention is often snatched by the playful banter exchanged between the two taller of the four.

"Dora?" The girl snaps out of her daze, knocking over a bench in the courtyard as she spins to face her friend.

"Lily," she whispers. The taller girl's face is flushed from her previous potions lesson. Her auburn hair is pinned up into a feathery bun, held in place with her wand.

"What were you doing?"

"Erm, I was, y'know just um, looking at –" Lily flashes her smile.

"You were watching Black weren't you!" she giggled, "Come on, just admit it! Even I can accept that he is rather attractive, however his arrogance is plain repulsive."

"Of course I wasn't Lily!"

"Come on Dora, you were!" The brief tiff ends when a haughty boy, slips out of the shadows.

"Lily?" The pair of girls shriek, causing the boy to step backwards.

"Sev don't do that!" He apologises quietly, sweeping his greasy hair out of his black eyes.

"You were talking about Black and Potter weren't you?" His resentful tone prompts Lily's smile to become a frown.

"Sev, how many times do I have to tell you that they are both arrogant twats that need to keep it in their pants?" He laughs, causing the frail girl to shiver. After five years of being Lily's friend she still can't understand their connection. Lily seems to be oblivious to his obsessive feelings towards her. Dora falls back into the shadows again as the two begin an animated discussion which quickly begins to fall into dangerous territory. She turns her attention back to the boy, but the four of them have moved and he is no longer in sight. Any person not aware of the group's friendship would question why they stand each other's company. There is the Slytherin creep, whose only two passions are for the dark arts and a certain girl he cannot confess his feelings to; the flimsy Hufflepuff girl who mopes in the shadows, unable to believe in herself or her abilities; and finally the Gryffindor beauty whose popularity only equals her love and compassion for the outsiders in the world.

"Well look who we have here!" The now arguing couple turn to find the four teenagers standing in the arch of the courtyard.

"Why if it isn't my old friend Snivellus?"

"Go away Potter," Lily replies curtly.

"What's up Evans? Afraid I'll scare your boyfriend away?" James mocks. Lily's face flushes and she quickly denies it. The boy Dora was watching appears disinterested and turns to find two watery blue eyes staring at him.

"Erm, hello?" he asks, apprehensively. She seems too surprised to even speak. After a few more attempts to start a conversation he turns back to his friends who have started a full scale argument.

"Liar!"

"You good for nothing bastard!"

"Get off him Potter!"

"Stup—"

"Anteoculatia!" Severus' hex hits James and causes antlers to sprout from his head. When the first spell whizzes past Remus' ear he finally decides that it is about time to intervene.

"James, Sirius, come on, just leave them alone," he mutters. When he spots the horns sprouting from his friend's head he can't help but snort. Humiliated, James refuses to see what his friend sees and swings a right hook at the rather prominent nose sneering at him.

"Shit." Dora watches in shock as Severus falls onto all fours clutching his broken nose and a fountain of blood. Lily turns and slaps James across his rather cheek, leaving a bloody handprint.

"You arrogant brute!"

"Evans, you're gonna –" The enraged boy doesn't manage to finish his sentence because Remus finally steps in.

"James, just leave it. Sirius, just go back to the common room."

"Oh shuttit Moony!"

"James!" Remus snarls. For a moment, something alien flashes across his eyes, warning his best friend; that is all it takes.

"Come on James, they're not worth it," Sirius mumbles. James nods before scowling at the three outsiders and storming off, mumbling about the hospital wing. The fourth teenage boy cowering in the corner quickly scampers after his two idols.

"Sorry about that Lily," he quickly apologises. She shrugs, still preoccupied with her friends bloody nose.

"If you would just control your stupid friends," she sniffs.

"It won't happen again –"

"You're a prefect Remus and you don't seem to –" He attempts to help her, but she lashes out, hitting away his hand.

"Lily, I cand't breafve –"

"I know, I am trying Sev," she whispers.

"Let me," Remus demands, "Episkey!" Warmth spreads through Severus' nose as the magic does its work. After checking its state, he crawls back, snarling at the prefect in front of him.

"C'mon Lily. He's not really sorry, filthy blood traitor –"

"Blood traitor?" she whispers, her voice dangerously low.

"Oh shit, I didn't mean it like that Lil –" Another argument breaks forth, leaving Remus alone. He quickly walks back towards the school, watching the red haired beauty longingly. The mousy haired girl stays in the shadows, tears breaking forth as she notices his expression.

A/N: I would really appreciate reviews even if they are negative (constructive please).

I will try to upload the next chapter as soon as possible :)