Disclaimer: Sadly, I do not own any of the Harry Potter characters or the world they live in.  Anything that does not belong to JK Rowling (characters, plot, concepts, etc), however, is my own work.  Please respect my rights to it. . . or I'll get ya.  ;)

Also, a bit of background information. . .  This takes place right after the scene in Order of the Phoenix where Lily yells at James for picking on Snape--so it's right before the summer of their fifth year.  Andromeda Hellsing (Ani) is Lily's best friend, also in Gryffindor, and a casual acquaintance of the Marauders.

And now, enjoy!

*   *   *

It took a moment for Ani to realize that Lily had run off.

She waded out of the lake and dashed over the sun-warmed grass in the direction Lily had taken off in.  "Accio shoes!" she called over her shoulder, catching the flying trainers by the laces as they zoomed towards her and stuffing her wand into the folds of her robes.  She lengthened her stride, huffing and puffing in hopes to catch up with Lily, but her best friend's longer legs and anger had carried her up over the crest of the hill before Ani had even noticed she'd left.

"Give me a break, Evans!" she gasped, finally catching Lily by the tail of her robes before the great doors of Hogwarts.  "If I'd known you'd wanted a race I would've stretched a bit before the sprint."   Lily didn't answer, merely stalked faster.  "Come on, Lil," Ani called after her.  "Whatever happened to a bit of fresh air before the Dark Arts practical?"

Lily snarled an incomprehensible reply, her angry footsteps echoing like thunderclaps over the marble staircase.  Somewhat emboldened by the fact that she was not on the receiving end of Lily's ire, Ani took a chance as she fell into step with her friend, linking her arm tentatively through Lily's.

"I'd like to feed him to the giant squid!" Lily muttered, her cream-coloured complexion quickly morphing to match her deep red hair.  "Of all the disgusting, foul creatures. . ."

"Tell me about it," Ani commiserated, fingers of her wand hand flexing.  A hot rush of hatred flooded her being.  She had personally never had a problem with Severus Snape: his acid personality had made him a target amongst the other students, but he'd personally never wronged her.  Until, she thought bitterly, that foul remark he just flung at Lily.  "He'll get his," she said now to her friend, wishing fervently that it had been she who had dangled Snape upside down for the world to see his skivvies.  "He can't go around making comments like that, especially in front of people who hate him.  I mean, Lucien Covelt is Muggle-born and he's had it out for Snape since second year.  I imagine there'll be a showdown at supper to--"

Lily whirled, her ribbon-straight hair nearly smacking Ani in the face as she, Lily, stopped unexpectedly at the landing before the stairs to the Gryffindor tower.  "I'm not talking about Snivellus, Ani!" she hissed, her green eyes ablaze.  "I couldn't care less about that greasy little pimple!"  She let out a low growl of frustration and started back up the stairs.

Blinking, Ani fell back into step with her friend.  "If you're not peeved with Snape," she said slowly, "then what's got you in such a huff?"

Furious, Lily barked, "Potter!" then paused in front of the Fat Lady to shout "Butterbeer!" ("Nasty stuff," the portrait remarked as the two girls slipped past her, "rots your teeth.")  Lily took in a heaving breath, throwing herself into an armchair in the common room.  "Obnoxious, arrogant, hateful James Potter!"

Ani paused before the fire, letting the heat dry the damp ends of her robes which had trailed into the lake, and turned away from Lily quickly, bringing a hand up to conceal the slow smile that had taken over her face.  Of course.  If anything could get Lily more riled than someone calling her a Mudblood, it would be James Potter.

Repressing a chuckle that she knew Lily would find maddening, Ani turned back to her friend and said soothingly, "Come off it, Evans."  She folded herself into the adjacent armchair and ignored the look Lily shot at her.  "We both know that you wouldn't find Potter nearly so infuriating if he didn't fly like he was born on a broomstick, or have those big hazel eyes or that crooked grin you like so well."

For a moment Ani thought her friend was going to fly at her, but a beat passed and the anger fled her face, leaving a wry grin in its place.  "Am I that obvious?" she asked dejectedly, her smile belying her defeated tone.

"Only to me, mate," Ani replied cheerfully, taking Lily's hand and squeezing.  "We've been friends since before we could grip a wand--you're not telling me anything I haven't known for years."  She winked.  "Besides, I've found wadded up scraps of parchment in your room with the initials 'JP + LE' inside of a great bloody heart.  You've never been exactly subtle, Lil!"

"Well, you're not exactly a mystery either, Ani Hellsing!" Lily laughed, and Ani felt a great sense of relief in hearing her giggle again.

"I don't know what you're talking about," Ani said simply, removing her wand from her robe pocket and twirling it over her fingers, a fidgety act that she knew drove Lily barking mad.  A knowing look took over Lily's face and Ani braced herself for an interrogation.

"Well," Lily said primly, her green eyes giving Ani a meaningful look, "let's just say your recent befriending of a certain good-looking fifth year has not gone unnoticed around the school."

A beat passed and Ani blinked, confused.  "What are you talking about?" she asked.

Exasperated, Lily exclaimed, "Remus Lupin, you twit!  I've seen you two leaving Transfiguration together, and don't think I haven't noticed him coming up to talk to you after dinner every evening!"

Laughter escaped from Ani's lips.  "Oh, Lil!" she snickered.  "You're not serious?  Remus Lupin!"  Lily's face went blank as Ani said, "Oh, love, trust me on this one, I certainly don't fancy Lupin!  Don't get me wrong, he's a great guy and all. . . but he's also the best in Transfiguration this year, and if it weren't for him, I wouldn't be able to scrape an A on my O.W.L."

"You mean to say he's your tutor?" Lily gasped.

"Well, I haven't been meeting him in the commons room during your Quidditch practices to snog with him, that's for certain!" Ani retorted.  "He tutors me in Transfiguration and I help him with his astronomy.  Seriously, he's a smart kid, but besides knowing moon phases, he can't read a star chart to save his life."  She shook her head, her cascade of brown ringlets swirling around her face.  "No, Lil, Lupin's just a friend, I swear it."

Lily fell back into the armchair with a sound of disgust.  "Well!" she huffed.  "I'm certainly glad I don't have to beat you for keeping secrets from me."

She laughed.  "Come off it," she teased, reaching out to tug on Lily's hair.  "If it'll make you feel any better, I'll bat my eyes and toss my hair and giggle whenever Lupin walks by, so you won't have to be wrong."

"Twit," Lily joked.  She sighed dramatically, folding her arms over her chest.  "I'll admit I'd gotten excited, Ani.  I was hoping you and I could have some conversations about boys for a change instead of the Wronski Feint before bed!"

"You want to talk about boys do you?" she laughed back.  "I'll talk about boys all you want.  Just not Lupin."  She cleared her throat, her silliness gone.  Perhaps now was as good a time as any to confess to Lily.  "In fact," she continued, her wand twirling reaching a frenzied speed, "if any of the fifth years have caught my eye. . . it would be someone more along the lines of the 'tall, dark, and handsome'." 

She determinedly avoided Lily's piercing eyes, feeling rather than seeing them boring into her skull.  "Ani," Lily said sharply, sitting up straight once more.  "You don't mean. . . are you talking about Sirius Black?  You're having me on!"

Ani repressed a sigh.  She should have been prepared for the disapproval.  If Lily thought that James was obnoxious and immature, then it would be useless to try to convince her of Sirius's appeal.

The Fearsome Foursome--James Potter, Remus Lupin, Sirius Black, and Peter Pettigrew--had been the source of Gryffindor entertainment and mischief for the past five years. Lily had never been a prude about having a good time; having practically grown up with Ani and her two brothers, she had always had her hand in a bit of mischief. But Lily could never resist an opportunity to harp on James and Sirius--Remus and Peter were generally better behaved--and Ani believed it stemmed from a deep desire to take James and make him into someone of whom her parents would approve.

Of course, she'd never tell Lily that!

Ani, on the other hand, couldn't get enough of Sirius.  Sure, it didn't hurt that he was the best looking boy in the year--maybe even in the school--with those deep eyes and that casually tousled dark hair.  But it wasn't as though she thought he would ever fancy her: she'd seen the disdainful looks he gave the ridiculous, giggling girls who tailed him through the halls.  Still; Sirius had never been outright rude to her, always pausing to say, "All right, Hellsing?" when they passed in the halls, and the appreciative looks he tossed her whenever she laughed at his and James' antics were enough to counterbalance Lily's burning glares. 

Still, Ani thought to herself, I've got no illusions.  She knew what kind of family Sirius Black came from.  Her own father had warned her of the Black family one day in her third year when they'd passed James and Sirius in Diagon Alley while shopping for books.  "Make no mistake, my girl," he warned her as he watched the two dark heads weave through the streets.  "No man should be judged for the errors of his fathers.  But the Blacks have evil in their ways.  The boy might well be different--I don't know.  But you would do well to keep away from him."

No.  Ani knew better than to take up with Sirius Black.

"Don't look at me like that, Ani," Lily said, sounding somewhat mollified.  Ani blinked out of her memories and realized that a deep scowl had creased her face.  "I'm not trying to be critical.  Sirius is just--"

"I know, I know," Ani said and forced herself to laugh.  "He's a prat and he's terribly conceited and he's probably about as interested in me as a house elf is in knickers.  I know all that, Lil."

"He'd be nutters not to be interested in you, Ani," her best friend said loyally.

"Anyway," Ani said, rolling her eyes.  "I'm not serious about Black."  Lily groaned at the pun as she continued.  "He's just nice to look at when I'm dozing in class, that's all."

"You would think that," Lily teased.  She pushed up from the chair and extended her hand to her friend.  "Glad to hear your talking sense again.  Come on.  Come help me with my hexes.  The practical starts in an hour."

They swung out of the portrait again, waving to the Fat Lady as they headed towards the stairs.  "You know," Lily went on, bumping Ani with her hip.  "If you ever decide to give up on Black. . . I still think Remus would be good for you."

Ani shouted with laughter.  Lily never gave up.  "Well, we're getting together to study at the last minute for the Transfiguration O.W.L. tonight.  Maybe I'll snog some answers out of him.  You never know!"

*   *   *

"If you stare at her any harder, Prongs, you're going to lose an eye," Remus joked.

Sirius snorted as he took a sip of pumpkin juice, giving Remus a high five as James threw him a wicked glare.  He glanced down the Gryffindor table to where Lily Evans--James' longest lasting obsession, next to Quidditch--held court in front of a group of fifth and sixth year girls.  She tossed gleaming red hair over her shoulder and glanced up the table, meeting his eyes for a split second.  A frown furrowed her brow and she turned away quickly.

James glared at his plate.  "I don't bloody get women," he muttered.  He poured gravy over his mashed potatoes as though he intended to drown them.  "She rattles off at me for antagonizing Snivellus. . ."

"I should've given the git detention for calling her a Mudblood," Remus grumbled.  "He can't get off with things like that, especially now that all that ridiculous talk of a Pureblood sanctity act has come about."

Sirius declined to comment.  He knew full well that his parents were more than happy with the mutterings of expelling the halfbloods from all of the high-end wizarding institutions.  His father had spent the greater part of the summer applauding the Ministry officials who had thrown their support behind a potential act against "the halfblooded filth" as he called them.

"What you should have done is popped him in his nasty mouth," James said hotly.

The three of them shot dirty looks over to the Slytherin table.  Snape sat safely ensconced in a mass of his ape-like housemates.  He felt their gazes on him and shot a rude gesture across the tables.  James growled low in his throat as Sirius half-rose from his seat.  Only a sharp look from Remus--and Dumbledore's watchful eye from the head table--brought him back to sit down as James continued.  "And then he bites her hand like a bad tempered dog and she won't let me defend her!"

Remus made a sympathetic noise but Sirius snorted.  "Evans doesn't want you to be a knight in shining armour, James," he informed his best friend.  "She wants you to be a dull-as-mud prefect--" Here he glanced apologetically at Remus, who waved him off with a grin "--with your hair always combed and your nose always clean."  James laughed ruefully and rumpled his already unruly black hair with one hand.  "Trust me, mate, you're better off with another girl."

But the advice was useless.  In James' eyes, there was no one better than Lily Evans.

Sirius sighed inwardly and picked at the food on his plate.  It was bad enough James had it in his head that the only way to impress Lily was to be in her face almost constantly, but the fact that he hadn't been able to focus on anything else since she'd all but slapped him out in the yard that morning was quickly becoming tiring.  I want my mate to have what he wants and all, Sirius thought to himself, but not if it means he'll be drooling over Lily for the rest of his life!

There was a flurry of activity in the aisle as Wormtail tossed down his knapsack and slid into the empty seat next to Remus.  "Fell asleep studying for Transfiguration," he muttered, heaping a pile of soup beans onto his plate.  "Why didn't you wake me?"

"Figured you could use the rest," James said airily.  He tossed a cornbread muffin to Peter, who caught it with a fumble and a squeak.  "Besides, you won't sleep tonight--Remus plans to study all night, and who are we to leave a Marauder to fight a battle on his own?"

"I might have missed dinner, you git," Peter snapped around the ham in his mouth.

"If anyone could afford it, you could."  Sirius' eyes swept derisively over Peter's round, soft body, watching as a faint blush stained his cheeks.  "No worries, Wormtail," he said coolly.  "If you'd missed dinner, you could always scamper down to the kitchen and nick yourself some cheese."

Peter muttered something about not wanting to get caught by Mousebane, the groundskeeper's cat, like last time as Remus wiped his mouth with his napkin and pushed up from the table, looking vaguely determined.  "Where are you off to, Moony?" Peter asked, eager to get the attention off of himself and onto anything else.

Remus' gaze twinkled as he brushed a hand over his own honey-coloured hair and winked down at James.  "If we're going to be up all night," he said, brown eyes laughing down at them, "I thought we might better the company a bit."

The remaining three friends exchanged quizzical glances and watched as Remus strolled up the aisle and paused by the group of girls who surrounded Lily.  Sirius felt his eyes grow wide as Remus singled out one of the group, who turned in her seat to look up at him with bright golden eyes, a smile on her face.  "Oh ho," James said smugly, giving a knowing look to Sirius.  "Looks like the werewolf's got his eye on pretty Ani Hellsing.  Not bad, Remus!"

They watched as Remus spoke earnestly to the petite brunette and James drew in his breath eagerly as the pair turned to Lily.  The redhead listened to Remus for a few moments, looking skeptical, and then cast a wary glance down towards where the Marauders sat.  Hopefully, James flashed a smile.  Lily rolled her eyes and looked back to Remus, nodding reluctantly.  Their friend nodded, satisfied, and then cuffed Ani gently on the shoulder before turning back and rejoining the group.

James all but pounced on him, grabbing him by the collar of his robes, shaking him.  "What did you say to her?" he demanded as Remus laughed and struggled to push him off.  "Moony, I'm gonna hex you if you don't tell me!"

"Geroff," Remus laughed, shoving James in the chest.  "Ani was going to join us for studying tonight and I just asked Lily if she'd like to join us."  He gave James a sideward glance and winked at Sirius, who grinned at James' rapturous expression.  "Despite her initial reluctance, she said she'd be there."

"Yes!" James shouted, punching one fist into the air.  The Marauders laughed and James launched himself at Remus, mussing his hair and punching him and laughing triumphantly.  "I owe you, Moony!  I owe you big time!"