Disclaimer: I don't own Harry Potter, so don't bother suing me.

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"Are you sure about this?" he asked. A few steps ahead of him, near the top, Lily Evans turned around, red hair swinging to cover one side of her heart-shaped face.

"Not getting cold feet, are we?" she replied with a teasing smile.

"My feet were cold from the moment you told him that we would be attending." He retorted, and tugged at the hem of his shabby navy blue dress robes. A little bit of thread came undone, which he hastily patted down and abandoned. "But apparently, that doesn't matter." He started past her, only to have her grab his arm and pull so that he stood close to her on the same solid step.

"Remus Lupin, if I thought you really didn't want to go, I wouldn't have asked and you wouldn't have said yes." Her teasing was beginning to be tinged by irritation at his mood. "But if you want to continue whining about it, then go ahead." She leaned back against the banister, arms folded.

At that moment, the staircases decided to shift. Creaking from the effort, the steps that carried Lily and Remus swung out from the wall and into open space, several feet above the Great Hall. Remus, who had been standing away from the wall, was already being cautious, and so he merely stumbled. Lily was not so lucky. Already unbalanced in high heels, her body bent back and her arms went swinging wide in an attempt to not fall to what would undoubtedly be her death.

"REMUS!"

He lunged forward, and, unable to reach her flailing arms, grabbed her around the waist and pulled her close. The effort sent them both tumbling safely (and painfully) off their feet on the stairs. They stayed there until the staircase came to a rest on a nearby landing.

"Are you okay?" he whispered. It seemed proper to speak quietly, for some reason.

She nodded, but their closeness prevented anything more than the slightest of head inclinations. "Thanks," she mumbled. Her face was resting on his shoulder, red hair messily spread out on the floor now. Remus could feel her heart, still beating fast with adrenaline. After a moment, she spoke: "I think we should get up now."

Oh, right. Limbs were extricated quickly, and they got to their feet, ascending the last few steps. They weren't too far from their destination, Remus realized. He looked over at Lily, and she gazed back at him.

After a few seconds, they both burst out laughing.

Remus was covered from head to toe in dust, which didn't add to the already moldy suit he wore. Before it had been passable, now it was just comical. His hair was sticking up in places with hair gel. The gel had been Sirius' idea. Think fancy, Moony. He couldn't help but laugh at Lily, especially since she was laughing at him. Her fiery hair now looked like actual fire, the loose curls scattered and tangled. A short sleeve of her light blue dress had come almost completely unattached, and it now hung dangerously close to her elbow.

She grinned at him, the pinkness of her face fading slightly. "You look like hell, if you don't mind me saying."

"Likewise, my dear." He gave a deep bow that made her giggle like a small child.

They were interrupted by the arrival of another person, a young man with a dull black robes, sallow skin, and greasy black hair. He was panting, as if he had just run a long way. Upon seeing Lily, he seemed unable to say anything. His mouth opened a few times, reminding Remus of a fish flopping on dry land. He'd probably heard the scream.

Lily raised an eyebrow and looked back at the new arrival, her gaze haughty at best. At worst, she looked ready to hex him. Remus cleared his throat loudly, and the black-haired man turned towards him. His gaze lost any fondness it had a few seconds ago.

"Lupin," he spat out.

"Snape." Remus said coolly.

"What, no 'Snivellus' tonight? No, not in front of Evans, I suppose…" Snape sneered, and took in both of their appearances. His eyes became darker, if that was possible. "Oh, I'm sorry." His sarcastic voice now carried something that Remus did not like. "Did I interrupt something?"

Lily looked confused, but Remus took in their appearance. Ruffled clothes, mussed hair, alone in the hallways…

"No." Lupin's voice was now cold. "Nothing like that."

"Sure you haven't been… how should I put this…" Snape's voice sank lower as he stepped closer to Remus, who did not back away. His wand hand edged closer to a pocket. "… clawing at anything?"

In a flash, Lupin had drawn his wand. Snape followed almost instantly, and now they faced each other, wands aimed at each other's chest.

"Remus!" Lily looked a little scared. "He's not worth it, come on! Whatever he said, it's not worth it. You'll get yourself in trouble."

Neither wizard moved, though. They seemed determined to do something stupid, Lily thought. At least we aren't on the bloody staircase anymore. But nothing did happen, because at that moment a chubby wizard wearing extravagant maroon dress robes.

"Severus?" He looked uncertain at the scene before him. "Did you see anyone out here?"

"Yes, Professor." Snape backed away from what would have been a duel, stowing his wand within his robes. "These two were…" He glanced over at Lily, who was glaring daggers at him. He seemed to falter for a moment. "They were just about to join the party," he said finally. Without a word, he stormed past the Professor into an open doorway.

Apparently oblivious, Professor Slughorn turned to the remaining two students. "Well, shall we go?"

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It took several spells before Lily and Remus looked decent enough to present themselves. Being good students, they managed to siphon off most of the dust, and a tricky spell from Lily's wand set their hair right. Lupin made a mental note to ask her about it later. He had reattached the sleeve of Lily's dress, and though she insisted it looked just fine, he was sure it had looked better before.

Nevertheless, they made their way into Slughorn's party, hosted for the members of the Slug Club by their Potions master. He was at his finest, talking to his students, introducing them to important figures in the Wizarding World.

"Miss Evans, this is Gertrude Lockheart, author of Defense Against Bad Fashion. She's had a son, too, you must ask her how she manages to keep that figure of hers – "

"Oh, and this is Matthias Ollivander, nephew of our favorite wandmaker. Doesn't have much of a talent like his uncle, but he can do amazing things with cauldrons, I assure you of this – "

By the time Lily had extricated herself from Slughorn's inner circle, the party was almost over. She wandered over to the refreshments, where she found Lupin helping himself to more than a few pastries. "Hungry, are you?" she smiled at him.

He shrugged amiably. "I'm a growing boy, Evans."

"It's that mentality that got Slughorn his waistline." They both glanced over to where something Matthias had said was making their host's sizable belly jiggle as he laughed loudly.

Lupin pulled a sour face and put down the raspberry tart that was midway towards his lips. "Point taken."

At that moment, Snape appeared, engaged in conversation with a taller young man wearing bright green robes. They stopped talking while they got refreshments, apparently not wanting to be overheard. The tall one shot a glance over at Lupin, whose hands tensed. It was not until the pair left, still whispering, that Lily spoke.

"Who was that?" she asked. "He's not in our year."

"Yaxley." Lupin muttered. "He's in Slytherin, the git." He reached for the tart and bit into in fiercely before continuing. "Last year he tried to jinx James before one of the Gryffindor-Slytherin matches. Got pretty close, too."

"What happened?"

Lupin smiled evilly, and Lily wished she hadn't asked. "Me, Sirius, and Peter had our fun with him. Madam Pomfrey wasn't altogether pleased with what we'd done; she was the one who had to remove all that nasty acne…"

Their conversation drifted from this to other, more pleasant topics, discussed over healthy doses of butterbeer: their marks in Potions, which were all excellent, their duties as prefects, what they would do after graduation, Quidditch, which Lily knew quite a bit more about than she let on…

Before they knew it, Slughorn was announcing that the party was over, that he thanked them all for coming, students and guests, and that the next meeting of the Slug Club would be held sometime next week. He patted Lupin heavily on the back as they all departed, saying that it had been a shame how little he had seen of the bright student that night. Lupin privately thought that this was no coincidence.

Slowly the group of students thinned. The Slytherins went off to their lower dormitories, and the other three Houses went togther for a ways before breaking apart like the delta of a multicolored river. Of the Gryffindors that headed back to their comfortable common room, Lily and Remus were the last. They walked slowly, enjoying each other's company. But at last they reached the portrait of the Fat Lady, at which point Remus stopped abruptly.

"Lily?" he called.

She paused, about to catch the door before it closed. Her foot was over the threshold, and the door came to rest on her ankle. Looking back at him, she was quiet, sensing a change from their peaceful mood.

He decided it was best to have no pretenses, no preamble. "I need to talk to you…" He seemed to cringe slightly, expecting some physical blow. "…about James."

She tensed noticeably, but did not act surprised. This wouldn't be the first time they had had this conversation, so she too decided to get to the heart of the matter. "I won't, Lupin," she said firmly. "I won't go out with someone like that, and I don't appreciate him using you to get to me."

"He didn't ask me to do this."

She looked highly skeptical. Her voice rose an octave as she said, "Really?"

Remus nodded, keeping his eyes locked with hers. It was the truth.

Closing the portrait door, she came closer to him. The click of it shutting was audible in the quiet hall; most people had already retired for the night.

"So why are you doing this?" Her eyes searched his, trying to find some shred of deceit. There was none.

"Because James is in love with you. Because he's one of my best friends. Because, under all the arrogance that you see, there's a decent person."

Lily snorted in derision. "A decent person that enjoys dangling people upside down in public?" She didn't need to be any clearer.

"I never said he was perfect. But he's getting better. And he loves you, more than he's willing to let on."

"Besides loving me, name one good thing about James Potter, Remus."

Without a second of hesitation, Remus said, "He's loyal to his friends." In his mind's eye he saw a proud stag, cantering alongside a black dog and a brown rat as they ran towards a specific place at the base of a very wild willow tree… "And he judges people not by what they are, but by their character."

When she said nothing, he continued. "Lily, I'm your friend, I've been your friend for almost seven years, so trust me on this: I would never do anything to hurt you. If I thought that giving James a chance would hurt you, then I wouldn't even think of suggesting it!"

The truth of this dawned in Lily Evans' eyes. She was silent for another moment, though. "You trust him?"

"With my life, Lily."

She gave a deep sigh, a combination of drowsiness and resignation. "I will think about it."

Lupin gave her a grin that stretched on for miles. "Thank you."

"Now can we go to bed? I'm tired, and I've got double Transfiguration tomorrow."

They entered the common room together before going separate ways to their dorms. Lily paused by the steps.

"Remus?" she called softly.

He looked down questioningly, midway up the carpeted staircase to the boys' dormitory.

"Thank you," said Lily.

"For going to Slughorn's party with you?"

"For everything, I think. Goodnight."

Lupin smiled gently at his friend before heading off to his bed, falling blissfully asleep in his dress robes to the sound of Sirius's snores.

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