Disclaimer: I wish I was JK Rowling, but my fairy godmother has so far failed to deliver.

Rating: T

A/N: I've never really been a big fan of Remus/Lily, but this one kind of crept up on me and demanded to be written. Doesn't mean I've abandoned my slash-y ways completely ;-) Hope you like.

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Sirius and James might be so confident that they had no need to revise for tomorrow's Transfiguration OWL but Remus was not. Peter, too, needed the last minute revision. They sat in their usual seats by the fire in the common room, muttering to each other about incantations and wand movements, Remus trying to explain a complicated theory to Peter without being one hundred percent sure of it himself – Remus was sure he caught James listening in to that one, despite his apparent confidence – and Peter filling him in on the finer points of the Animagus spell. When James and Sirius announced they were for bed, neither Peter nor Remus managed more than a vague grunt of acknowledgement as they continued to flick through notes and books. The common room was almost empty; a couple of seventh year girls also cramming in some last minute revision were over by the windows, and a pack of gossiping third years were the only other occupants.

After another half hour of frantic skim-reading, Peter's head and eyes were drooping.

"Sorry, Moony, I'm done in," he said eventually, yawning. "Surely we can't have much left to do?"

"Hmm? Toadstools, I think." There was a pause while Peter considered this, frowning.

Remus replayed the last few seconds of conversation. "Oh. That's not what you asked, is it?" Peter shook his head, and Remus sighed. "Perhaps we have been at this too long now. I just want to check this. . ."

"Don't mind if I leave you to it, do you?"

"Hmm? No, it's fine. I won't be long." Peter nodded, yawned again. Remus had already turned his attention back to his book as Peter stretched, gathered up his things and headed towards the boys' staircase. By the time the footsteps faded he was yawning himself. What time was it? He should have asked Pete before he went; he didn't have a watch. Well, he only had one or two last things to look up, then he would join his friends in the dormitory. . .

He woke with a start to a common room that was now completely empty and groaned. How late was it now? He was going to be in no state for the exam tomorrow, and he hadn't even finished his revision. Well, there was no point in trying to finish now; there was no way he would take any of it in. He would just have to get what sleep he could and hope he was feeling reasonably alert in the morning. How could he do this for Transfiguration, of all things? If he'd fallen asleep before Defence, or Charms, he'd have been cross, but still fairly confident about the exam. Transfiguration. . . well, it wasn't his worst subject, but he wanted to take it at NEWT level and he knew he'd have to push himself to get a good enough grade. . . maybe McGonagall would take pity on him if he only just missed. . . Ha! She was fair and she seemed to like him, but she was the strictest teacher in the school. Sirius would commit to a life of celibacy before McGonagall would bend the rules.

As he started to gather up his books – the one he had been reading had fallen open to the floor, cracking the spine – he realised there were voices coming from the corridor outside. That must be what had woken him. Well, whatever time it was it was well past curfew, and however tired he was he had responsibilities. . . He had been so pleased to receive the prefect badge but there had been many times since when he wondered if it was more trouble than it was worth.

Before he could get up and reprimand the errant student, though, the portrait door slammed shut; it seemed his intervention would not be needed after all. He returned gratefully to the task of collecting his belongings, but stopped again when he heard the quiet but unmistakeable sound of crying. He looked over the back of the chair and saw a girl sitting right by the entrance to the common room, her face and her tears buried in her hands.

Oh hell - it was Lily. He guessed that the other voice he heard had been Snape. This was clearly the fall-out from James and Sirius' oh-so-hilarious attack on Snape that afternoon.

He couldn't just leave her there crying. He disentangled himself from the chair and books, and took a few cautious steps towards her.

"Lily?"

She looked up quickly. "Oh, it's you," she said, wiping at her eyes and forcing a smile. "I thought everyone had gone to bed. . . "

"I fell asleep," he said, gesturing towards his seat. "Um . . . are you all right?"

"Fine," she said, waving a hand as if to dismiss the question, but her voice wobbled, and he wouldn't have been convinced even if he couldn't see tear tracks on her cheeks and more welling up in her eyes. "I was just . . . you know . . . "

"Want to talk about it?"

She shook her head but she was clearly crying again, and bit her lip as she turned away to hide it. He grimaced, took his pitiful excuse for Gryffindor courage in his hands, and sat next to her. "It's ok, Lily." She avoided his eyes, trying desperately to hold in her sobs. "Lily, I may not be very good at this," he said, putting his arm awkwardly around her shoulders, "But you've been there for me enough times, so whatever you need, I'm here. If you want to talk, or scream, or punch something, or even if you just want to cry on my shoulder and get my robes all wet, that's fine."

He thought he made out a slight, gurgling chuckle from amongst the tears. "I think I may have to take you up on that last one," she gasped, tears streaming down her face now, turning to bury them in his shoulder.

For a good thirty seconds he just held her and let her cry. One hand crept up unbidden to stroke her hair; she didn't seem to mind. "Snape?" he asked, as kindly as he could. She nodded into his shoulder. "I'm really sorry about that. I should have tried to stop them. . ." It was unlikely they would have listened, but at least if he had tried he wouldn't feel so bad about it.

"Not your fault," she whispered, straightening up a little to look at him. "I mean. . . Oh, I was so angry with Potter and Black, but it was what Severus said. . . you couldn't have done anything about that."

"If I'd stopped them you wouldn't have had to hear it."

"But he would still have been thinking it, and that's what hurts. It would still have been there, waiting to slip out. I've known him since we were kids, Remus! How long have I been just another filthy little Mudblood. . ." her voice cracked on the word and she hid her face again. "If that's what he thought why did he still talk to me?" she said, her voice muffled now, and her hair tickling his neck as she spoke. "I just don't understand. I don't think we're going to make it up, this time. He tried to apologise, but. . . I told him I didn't want to hear it. He can't take it back now it's been said. And I've had my doubts for a while. . . Those friends of his!"

"We've had. . . run-ins," said Remus by way of agreement. "And Sirius is related to a couple of them; that should tell you all you need to know."

That made her laugh, and she smiled up at him. "Thanks for this, Remus."

"Any time. You've done the same for me."

"Without the tears, though."

"Still counts."

He was ready to give her one last hug and suggest they get the sleep they both needed, but at that very second he heard voices – three instantly recognisable voices – and the sound of people clattering down the stairs.