A/N - Hi everyone! Here is my newest story. First let me say that normally I am a total James/Lily, Remus/Tonks shipper, but this was one of those plot bunnies that got in my head and wouldn't leave. This story is completely written and probably 10-12 chapters. I will be posting chaps on Mondays and Thursdays. Usually I write T or below, rating wise, but this one, while not overly graphic, does cross the line to M. So those of you who have read my other stories, please be aware of that. And while it is an AU, it does follow most canon events up through POA. Hope you enjoy and please let me know what you think!

Meeting Lily

1 September 1993

Remus kept his eyes closed and forced himself to breathe deeply and evenly, but his heart was pounding in his chest. Had he not thrown his robes over himself as a coverlet, he was quite sure the three children in the compartment would have seen it.

He was here. Harry was here, sitting right across from him. The wolf, still so close to the surface after the full moon just the night before, was howling. Part of his pack was back. The cub, sitting right before him, was here and the wolf wanted Moony to claim him once more. Remus shoved the wolf back and wrestled with him for control, all the while keeping his face slack and his breathing even.

When the three teens finally quit trying to figure out who he was and lapsed into conversation of their own, Remus allowed one eye to open a mere slit. Harry was turned toward the boy next to him, gesturing with his hands and Remus could only see him in profile. James' messy hair jumped out at him and the earpiece of a pair of glasses. The line of his jaw was James' as well, as was the ear. And then Harry turned and it was all Remus could do not to gasp aloud. For there were the eyes he never thought he would see again. Lily's eyes. The bright emerald green just a shade lighter than summer grass and a shade darker than newly budded leaves.

Remus squeezed his eye shut, trying to block out the pain that seeing those eyes again brought. He tried to ignore the memories that were pushing against the wall he had hidden them behind. His brain was thudding in time with the beat of his heart and finally, he could hold them back no more. Somewhere a dam broke and the flood of memories overwhelmed him, blocking out the conversation around him.

1 September 1971 – First year

Remus sat nervously atop the stool when his name was called. The professor put the old hat on top of his head and he immediately heard a voice somewhere in his mind.

"Ah, Remus Lupin, made it here after all I see," the hat said and Remus' brow furrowed in confusion. The hat must have known his name because the teacher had said it, but how did it know that he almost didn't come to Hogwarts. The hat chuckled. Could hats chuckle?

"Where to put you, where to put you," the hat continued. "Plenty of smarts, that's for sure, Ravenclaw might suit, but not completely," the hat continued. "Not Slytherin, while you are anxious to prove yourself, you do not want to do it the Slytherin way. Loyalty yes, I see that as well, but perhaps Hufflepuff is not the place for you either. And courage must be there for you to deal with what you do every month, Gryffindor perhaps." Remus sat in fear, thinking the hat would tell him that he didn't belong here after all. That there was no house that would want a monster like him in it.

"Do not underestimate your fellows, Mr. Lupin," the hat continued. "Some of them may just surprise you." Remus startled at this, how could the hat read his thoughts anyway, and almost missed the next thing the hat said. "GRYFFINDOR!"

The professor pulled the hat from his head and smiled down at him as one of the tables in the hall exploded into applause. Remus grinned and jumped from the stool, making his way to the table almost directly in front of him.

A girl with beautiful green eyes and red hair smiled and moved down the bench she was sitting on. Remus sat down next to her with a nod. Right, she had been sorted just a few minutes ago, he couldn't remember her name though.

"Lily Evans," she said before he could ask and stuck out a hand towards him.

"Remus Lupin," he replied and she gave him another smile as he shook her hand. Her smile made her look even prettier, he decided. A boy sitting across from them looked over a bit cockily and stuck his own hand forward.

"Sirius Black," he said and both Remus and Lily shook it, although Lily was looking at him with a bit of distaste. Remus remembered the shocked silence in the hall and a few hisses from the Slytherin table when Sirius had been sent to Gryffindor. He wondered what that was about.

The three turned back to the sorting as a girl named Mary Macdonald sat down and was sent to their table a few seconds later. Peter Pettigrew came next and then James Potter, who high-fived Sirius as he sat down. Two more girls joined their number and then the sorting was finished.

As the food appeared and they began piling their plates full, Lily turned back to Remus.

"Can you believe this?" she asked incredulously as she looked around at the sheer volume of food, not to mention the way it had just magically appeared on all the tables.

"It's quite impressive," Remus agreed, putting some mashed potatoes on his plate. "My dad tried to describe it to me, but I don't think words do it justice."

"My parents are muggles," Lily explained. "So I had no idea about any of this until I was around nine. And even then, I didn't hear anything about a feast like this." Remus looked at her quizzically. His mother was muggle-born as well, but she told him that she'd had no idea about anything magical until she'd gotten her letter at age eleven.

"Nine?" he asked.

"Oh yes, that's when I met Severus," Lily said. She glanced over at the Slytherin table and caught the eye of a boy with sallow skin and long, greasy hair. She gave him a little wave and he glowered at her and then looked back down at his plate. Lily sighed. "He's upset that I didn't get put in Slytherin."

"Slytherin? Who'd want to be in Slytherin?" the boy named James said. "All a bunch of dark lord wannabees over there." Lily's eyes narrowed.

"You don't even know him," she said angrily. "Severus isn't a dark wizard."

"Listen to him," Sirius piped up, pointing a thumb at James. "My whole family's been in Slytherin forever. And they're all a bunch of Dark Arts lovers. Except Andy." Ah, so that explained the hissing, Remus thought.

"Who's Andy?" Remus asked.

"My cousin," Sirius said his mouth full of food. Lily and Mary watched him disgustedly. "She graduated a couple years ago, married a muggle-born. Got kicked out of the family for it."

"She got disowned for that?" Lily asked incredulously.

"Yep," Sirius said, shoveling in more food as if he'd never eat again. "Told you, Slytherins are crazy."

"There are bad apples everywhere," Lily said airily, eyeing Sirius and James with revulsion as they both piled as much food as they could possibly get into their mouths. "I don't think it has anything to do with what house you're in." James snorted and then somehow swallowed the ridiculously large ball of food in his mouth.

"There's not a wizard around that went bad that wasn't from Slytherin," he said, pointing his fork at Lily for emphasis.

"Yeah," Sirius replied. "You should see my cousin Bella." He actually shuddered and set his fork down, suddenly looking sick. Lily just shook her head and turned to Mary, ignoring the boys across from her.

"Sirius, you all right mate?" James asked. Sirius sat in silence for a moment, then turned to James and smiled, picking his fork up once more.

"Yeah, fine," he said. "What's for afters do you think?" As if his question had conjured it, dinner disappeared and the puddings took its place. The two boys went back to eating and Remus cut himself a large slice of chocolate cake.

"Could you pass the treacle tart?" he heard from across the table. Looking up, he saw the small, roundish boy that was sitting next to James and had been quiet for the entire meal.

"Sure," Remus said, handing the boy the platter. "I'm Remus by the way."

"Peter," the boy said, his face instantly reddening. Remus nodded and went back to his cake. When the headmaster had dismissed them some time later, Remus found himself walking next to Lily as they were led to their dormitory. She was gazing at everything with a look of astonishment on her face. Remus smiled at her enthusiasm.

"You know," she said. "It's one thing for someone to tell you that portraits can talk, but it's another to see it for yourself." Remus laughed a little.

"My mum has some muggle photos from when she was a girl," he said. "I think it's awfully strange that they don't move."

"Yes, I suppose that would be odd, if you were used to this," she waved a hand at the portraits covering the walls.

The two chatted amiably as they continued the walk to the tower. Once they had reached the common room and the prefects had directed them to their dormitories, Lily yawned widely.

"Oh my, sorry," she said, blushing a bit. "I guess I'm more tired than I thought. I didn't sleep much last night."

"Me either," Remus admitted. He had still been convinced that someone was going to show up and tell him that they'd made a mistake and he wouldn't be allowed at Hogwarts after all. They reached the stairs where they would have to separate to the girl's and boy's dorms.

"I guess I'll see you tomorrow for classes," Lily said.

"Yes, I guess so," Remus replied. "Good night Lily."

"Good night, Remus," she said with a smile and then turned and walked up her staircase. Remus watched her go until he was bumped from behind by James and Sirius.

"Oi Lupin, what are you waiting for?" James asked as Remus blocked the stairs.

"Sorry," he mumbled and he hurried up the stairs into his new home.

23 March 1972

"Your mum's sick a lot huh?" Peter said, as Remus grabbed a change of clothes and shoved them in his knapsack.

"Yeah, I guess," Remus replied, trying to keep his face neutral.

"Can't the healers fix her?" Peter asked and Remus' heart started to pound a bit faster.

"Not so far," Remus said, shrugging his shoulders.

"How come you always have to go see her?" Peter asked. Remus breathed deeply to keep his anger in check. It was always harder to do the day of the moon. Peter was usually quiet and didn't say much. Remus thought he was intimidated by James and Sirius and maybe even by Remus, a little. James and Sirius were best mates, had been since the first day. They were friendly with the other two and all four boys got along, but it was normally James and Sirius and Remus and Peter.

Remus didn't mind overly much. Peter was timid and shy, but he was nice enough and he usually didn't ask many questions. Today seemed to be the exception, however.

"Wouldn't you go see your mum if she might die?" Remus demanded, some of his anger finally escaping. The rest of him just felt enormous shame at lying to his friend.

"Sh-she might…die?" Peter repeated tentatively.

"Well she keeps getting sick, you never know what could happen," Remus replied flatly. Peter left him alone after that. Remus grabbed his Charms and Transfiguration books from his bedside table and shoved them in the bag as well. He had essays due in both classes in two days. Might as well get a start on them tomorrow in the hospital wing. Madame Pomfrey always made him stay longer than he needed to, at least in Remus' opinion.

"See you tomorrow, Pete," Remus said, grabbing his bag and leaving the dorm. He made it through the common room and out the portrait hole without having to speak to anyone, but when he stepped through the portrait, he came face to face with James and Sirius.

"Off to the library again Remus?" Sirius joked.

"No, I've got to see my mum," Remus said quickly, trying to move past his dorm mates.

"She's sick again?" James asked incredulously.

"Yeah, I don't really think she ever got better from last time," Remus lied. "I just don't think my dad wanted me to worry."

"That's rough mate," Sirius said. "What's the matter with her again? I forgot what you said before." Truth be told, Remus had forgotten what he said before too.

"Er, well, the healers aren't sure," he said lamely. "I'd better go." He tried to walk around the two, but James stepped to the side and blocked his way.

"Are you sure there's nothing you want to tell us Remus?" James asked, looking concerned. For a moment, Remus thought for sure that they knew. But they couldn't, Remus was extremely careful.

"No," Remus said and James and Sirius exchanged a look. "I'll see you guys tomorrow." And then he walked quickly past James before he could be stopped again. He hurried quickly toward the hospital wing, continually glancing over his shoulder to make sure that no one was following him. Once inside, he leaned against the closed doors to the ward. He wasn't sure just how he was going to be able to keep this up for the next six years.

9 November 1972 – Second year

They knew. They knew and they didn't hate him. Remus was wandering the halls, trying to come out of his shocked stupor. James, Sirius and Peter knew and they had confronted him just an hour before. Remus had stammered and stuttered and tried to make excuses, but James and Sirius would have none of it. They knew and they were still his friends. So lost was he in his thoughts that he turned another corner without watching where he was going and ran right into someone, falling to the ground.

"Oh Remus, I'm sorry," a small voice said and Remus looked up to see Lily standing over him. She held out a hand and helped haul him to his feet.

"That's all right Lily," Remus replied with a smile. "I wasn't watching where I was going."

"You're in an awfully good mood," Lily said with a grin of her own. "Finished that potions essay already?"

"No, not yet," Remus answered. "It's just been a good day."

"Is your mum doing better?" Lily asked and Remus startled.

"Wh-who told you that?" he stuttered out.

"Oh, well I asked Peter one day why you kept disappearing all the time and he said that your mum was sick and you had to go visit her." Lily looked at him in confusion.

"Oh, yeah, right, er, no, no she's not completely better," Remus said. "But the healers are hoping that they might have found something." Lily's face brightened.

"Well that's great then," Lily said. Remus noticed how her eyes sparkled when she smiled. He rubbed the back of his neck nervously.

"Yeah, I hope so," Remus said. "Um, are you going back to the tower?"

"Yes," Lily said. "I forgot my charms book so I'll just do my reading in my dorm."

"I'll walk with you if you don't mind," Remus said.

"Of course not," Lily replied and gave him her biggest smile yet. Remus couldn't help but return it and the two chatted all the way back to Gryffindor Tower.

23 September 1973 – Third year

"What about you Remus?" Sirius asked, popping another Bertie Bott's Bean into his mouth.

"I don't know," Remus said quietly.

"Come on, there's got to be at least one," Sirius continued, grimacing and spitting out the bean he'd just taken a bite of. Remus shrugged.

"Maybe it's not a girl," James said with a grin. "Maybe he fancies a bloke." Peter's eyes widened at this and Sirius broke into laughter.

"Har, har, you prat," Remus said, throwing his pillow at James' head.

"So there is one," Sirius said. "A girl I mean." Remus just shrugged again. Fancying girls was a new thing for Remus and to be honest, he wasn't exactly sure he liked her like that. She was his friend that much was true. And his heart did seem to pound a little faster when he was around her and his hands got sweaty sometimes and he could feel himself blushing others. Who was he kidding? He fancied her.

"All right fine, we'll come back to you," Sirius said, chucking a bean at Remus. "James?"

"Well, I decided when I saw her on the train this year," James said, tossing a snitch in the air over and over. He'd taken to doing it at the end of last year, intending on trying out for a spot on the Quidditch team this year, either chaser or seeker. Sirius was going for beater.

"So who is it?" Peter prompted.

"Evans," James replied. Remus' heart dropped to his stomach. James fancied Lily?

"She had a good summer," James continued. He wiggled his eyebrows up and down and Sirius laughed.

"Too true, mate, too true," Sirius said with a sigh. "Macdonald didn't have too bad a summer herself."

"You two are disgusting," Remus spat, unable to control his anger over James' comments about Lily.

"What the bloody hell's wrong with you?" Sirius asked, looking at Remus.

"She has a first name," Remus continued vehemently. "And she's my friend."

"Okay, okay, sorry Remus," James said, catching the snitch and putting his hands up placatingly. "I thought that Lily looked even more beautiful this year. Better?" Remus scowled and turned back to his Arithmancy book. James, Sirius and Peter went back to discussing girls, although Peter mostly listened. He was terrified of girls as far as Remus could see. Remus didn't miss the curious glances Sirius sent him now and then.

Although he turned the pages of his book, Remus wasn't really reading it. James fancied Lily. And looking between his friend and himself, Remus was sure that James was far more appealing than him. He was taller, more muscular and for whatever reason, girls seemed to swoon over his ridiculous mop of hair. Sirius, of course, was the best looking of the four and he knew it. But James attracted his fair share of female attention. Plus, he had that confident, cocky attitude that seemed to drive girls crazy for some reason. The quartet had already played their fair share of pranks over the last couple of years and James and Sirius had landed in detention more often than not. Remus had more than a hand in these. In fact, he was often the brains that put James and Sirius' mad ideas into action. Unlike his friends, however, Remus didn't want to be in the spotlight. He was perfectly happy with his background role. And so, he did not get the female attention James and Sirius did for doing the exact same things. Not that he expected to get the female attention James and Sirius did anyway, pranks or no.

Not to mention the rather large issue that he turned into a monster once a month. No girl would want to date anyone like him. They'd probably run screaming in the other direction. Just because his three friends had accepted the fact that he was a werewolf, didn't mean anyone else would. No, Remus would just have to be happy only being Lily's friend. She deserved much better.

"Come on Remus," Sirius said, pulling Remus' attention back to the previous conversation. "There's got to be at least one. How about that blonde Hufflepuff? What's her name?"

"Chambers," James supplied.

"Yeah, her," Sirius agreed. She was nice-looking, Remus thought and he had talked to her once or twice.

"Yeah, she's nice," Remus replied, mostly to get Sirius off his back.

"There you go then," Sirius said with a smirk. "Now we've just got to find someone for old Petey here and we'll be all set." Peter blushed from his neck to the roots of his hair. Remus didn't like to think badly of his friend, but he highly doubted they'd find a girl for Peter.

12 February 1974

Remus walked into the library, hoping to find Lily. They had an Arithmancy project due and Remus was having trouble with a small part of it. As he rounded the stacks to her usual spot, Remus hoped that Snape wasn't with her. The two were still friends, despite being sorted into rival houses, and they often studied together. While Lily told Remus he was welcome to join them anytime, Snape's sneering face led Remus to believe that he most certainly was not welcome. Luckily, Lily was alone.

"Hello Lily," Remus said quietly. Lily looked up from her work and a wide grin spread over her face. Her eyes sparkled the way Remus liked and he shoved back against the feelings that were trying to make themselves known in the pit of his stomach.

"Hi Remus," she said brightly.

"Can I join you?" he asked. "I've got a question about Arithmancy."

"Sure, sit down," Lily said, gesturing to the chair across from her. Remus pulled out the chair and unloaded his parchment and book from his bag.

"It's this part here," he said, pointing to a rather complicated looking equation on his parchment. "I just can't get the numbers to work out properly." Lily pulled the parchment towards her, brow furrowed in concentration and began to go over Remus' work.

"Hm, everything looks right to me," she mused, running her finger over the symbols and numbers. "Oh wait, here it is." She pointed to a section of the equation. "You forgot to move this number here." Remus looked at the spot Lily was pointing to.

"Of course, you're right, how stupid of me," he shook his head and went to pull the parchment back towards himself, muttering under his breath.

"It was an easy mistake to make," Lily assured him. "Don't be so hard on yourself." She patted his hand with a smile. As her fingers touched Remus' skin, he felt a jolt of electricity and he started, looking up at her. Lily seemed to have felt it as well, for she jumped a bit in her chair, her eyes widening. They stared at each other for a few moments before Remus looked back down at his assignment, hand unconsciously rubbing the back of his neck.

"Right, er, well, thanks," he said lamely, hurriedly gathering up his things and shoving them in his bag.

"You're leaving?" Lily asked confused.

"Yeah, um, I just remembered that I need to, er, meet Sirius for, uh, something we need to do," Remus said hurriedly. "Thanks again Lily, see you later." And he nearly ran from the library.

Once in the corridor, Remus stopped and leaned against the stone wall, closing his eyes and smacking his head lightly backwards.

"Stupid, stupid, stupid," he chanted under his breath.

"Finally realizing what the rest of us have known for years Lupin?" a voice next to him drawled. Remus opened his eyes and glared at the newcomer. He was in no mood for this today.

"What do you want Snape?" he spat.

"Temper, temper, Lupin," Snape warned. "Although I have heard that is a…side effect of some less common…afflictions." Remus' eyes narrowed at Snape's seemingly triumphant sneer.

"If you've got something to say Snape, just say it," Remus snapped. "I'm not in the mood for your innuendos and insinuations."

"I assure you Lupin," Snape sneered. "I don't waste my time thinking about what might be wrong with you." Remus just shook his head and began to walk away.

"How's your mother?" Snape called after him. Remus stopped in his tracks, but did not turn around. "Yes, I heard she's been ill and that's where you disappear to every month. Like clockwork. Curious that." Remus forced himself to ignore Snape's taunting and began to walk again. He heard Snape's sneering laughter long after he'd turned the corner.

3 September 1974 – Fourth year

Remus groaned as he made his way back to Gryffindor tower. Why did the full moon have to be right at the beginning of classes this year? The moon had been on the 1st, so he'd just stayed home, finally feeling halfway well enough to return to school today. His father had apparated with him into Hogsmeade and Hagrid had met them at the school gates and walked Remus to the castle. His trunk was shrunken inside his pocket, since Remus would be able to enlarge it himself once he arrived.

He'd timed his arrival so that everyone would be in classes when he got there. He would need to talk to his roommates to find out what excuse they'd given everyone for Remus' absence. The story about his mother had gotten old and rather suspicious sounding, so at the end of last year, they had sometimes said that Remus himself was sick. Remus assumed they had used the same this time.

As he entered the common room, Hagrid having given him the password, Remus sighed in relief. It was empty and he hadn't met anyone on his way up either. There was always a chance some of the 6th or 7th years might have had a free period. He began to walk tiredly across the common room towards the dorm stairs, yawning widely as he did so. He rubbed absentmindedly at the new scar he'd given himself two days ago near his temple and bumped directly into someone.

"Sorry," he said automatically, looking down to see who he'd knocked over. Lily Evans lay sprawled on the floor. She looked even more beautiful than she had when he'd last seen her in June. "Lily!" he exclaimed, then knelt down next to her. "Are you all right? I'm so sorry, I wasn't paying attention, I,"

"Remus!" she cut him off with a laugh. "I'm fine. Stop apologizing."

"Sorry," he said again and they both grinned. He held a hand out to help her up and winced as the muscles in his back pulled.

"Are you all right?" she asked in concern once she was standing.

"Fine, just a bit sore," he said. "Aren't you supposed to be in class?"

"I forgot my Charms book and Professor Flitwick let me come back for it," she explained. "Where have you been?"

"Uh, didn't James and Sirius tell you?" he asked nervously.

"I'm asking you," she said pointedly, crossing her arms in front of her.

"I was, er, ill," he said. "Just needed a couple of days to rest, you know." He shrugged and smiled, trying to look casual.

"Potter said your mother was sick again," Lily's eyes narrowed.

"Oh, well, right, I mean she was, erm," he trailed off, looking at Lily, his hand straying to the back of his neck. "She was sick and I must have caught something from her, so that's why I was home until today." He looked at her triumphantly, but his look faded as he saw the suspicion in her eyes.

"You know that you rub the back of your neck when you're nervous, don't you?" she asked and Remus stared at her, gobsmacked. "I noticed it way back in first year," Lily continued. "You also do it when you're lying."

"I'm not lying," Remus said lamely. His hand began to move again and he looked at it and then let it drop to his side. Lily stared at him for moment longer and Remus felt as if she was staring into his very soul. Then she shook her head.

"I thought we were friends," she said.

"We are!" Remus insisted.

"Friends trust each other Remus," Lily said.

"I do trust you Lily, it's just," he stopped again, shaking his head. He couldn't tell her this, he just couldn't. She'd never speak to him again, he knew it. James and Sirius and Peter did, a little voice inside him said. They didn't run away. This is different, he insisted to the voice. Remus looked back up and saw Lily watching him expectantly. "My mum was ill and then so was I," he said finally. Lily's face fell.

"I've got to get to Charms," she said sadly.

"Lily, I'm sorry, I," but Lily didn't even spare him a glance as she walked out the portrait hole and disappeared from sight. Remus stood in the common room, staring after her and wondering if he'd just lost the best friend he'd ever had.

4 September 1974

Lily had managed to avoid Remus for the rest of the previous day, she and Mary sitting far away from the Marauders, as they had begun calling themselves, at dinner. The next morning, when Remus walked into Arithmancy, Lily was not at their usual table, but had instead sat down next to a Ravenclaw boy, Corner or something like that. Remus sighed and sat down in his normal seat, glancing back at Lily who refused to meet his eye.

That night in the common room, she had gotten up and gone up the girl's stairs to her dorm when she saw him walking towards her. Remus slumped down on the couch next to Sirius.

"What'd you do to Evans?" Sirius asked. Remus shrugged.

"Pissing off my girl, Moony?" James said. Sirius and James had recently begun calling Remus, Moony. They thought it hilarious and so far, Remus hadn't really objected.

"She's not your girl James," Remus snapped in irritation. "And can't you call her by her name?" he demanded to Sirius.

"Whoa, what's gotten into you, mate?" James asked. Remus sighed.

"Nothing, I'm just tired," he said. "I'm going to bed." Feeling his friends' eyes on his back, he stalked to the stairs. When he reached them, he saw Mary Macdonald coming down the girls' side.

"What did you do to Lily?" she demanded.

"What?" Remus asked. "I didn't do anything to her. Wait, why, what's wrong?"

"She's upstairs ranting and raving, that's what," Mary said coldly. "She cried some too and Lily never cries." She shoved past Remus and walked over to the chair Lily had been sitting in, picking up her friend's bag and coming back to the stairs. Remus watched her the entire way, his mouth hanging open in shock. Mary had almost disappeared from sight when Remus called out to her. She turned and glared at him.

"Will you ask her if she'll come and talk to me?" Remus begged. He knew that his friends and probably half the common room were staring at him, but he didn't care. He had made Lily cry. He hated himself.

"Fine," Mary said in a huff and hurried out of view. A few moments later she returned. Alone. "She told me to tell you she wouldn't talk to you if you were the last person on earth," Mary said, none too quietly, and then turned around and ran back up the stairs. Remus' heart sank and he hung his head, walking dejectedly up the stairs to his dorm.

As expected, his mates were in the room moments later.

"What the bloody hell is going on Moony?" James demanded, clearly angry that Remus had made Lily so upset.

"Lily was in the common room when I got back yesterday," Remus said. "Why did you bloody gits tell her my mother was sick and that's why I wasn't here?" he continued, his voice rising. "I thought we decided that story was getting too suspicious!"

"It's the first thing that came to mind when she asked where you were," Sirius said defensively.

"Yeah, well, when I told her that I had been sick, she asked about my mum and then I got all flustered and now she won't talk to me!" Remus bellowed.

"Moony, calm down mate," Sirius said, flicking his wand at the door and casting a privacy charm on it.

"And stop calling me Moony!" Remus yelled. "Why don't you just put up a banner in the Great Hall Sirius? Telling everyone what I really am!"

"No one knows Mo-Remus," James assured him. "They won't figure it out."

"You three idiots did!" Remus roared.

"Hey!" Sirius protested indignantly. "We may not study all the time like you do, but we're not stupid." Peter had remained quiet, his eyes darting back and forth between the three of them as if following some insane 3-way tennis match.

"What is this about Remus?" James asked, his eyes narrowing. "You don't, fancy Lily, do you?" Sirius' eyes widened as if in realization, only Peter looked confused.

"No, of course not," Remus answered, much too quickly. "She's just my friend, that's it."

"Then why are you so upset about this?" James persisted. Remus glanced at Sirius, who was studying him, an expression Remus couldn't read on his face.

"Because I upset her and made her cry," Remus said. "My dad always told me to never make a girl cry and I feel bad about it." He held his breath, hoping the other boy would accept his answer. "Look, I don't have a lot of friends," he continued. "I never had any friends growing up, my mum was always too afraid that someone would find out what I was. And now I've got the three of you and Lily. I don't want her upset with me. She's a good friend, that's it." He looked at James who appeared satisfied, but Sirius still wore the same odd expression that Remus couldn't place.

"All right," James said. "We'll try to talk to her for you."

"No, just leave it James," Remus said.

"Whatever you want mate," he said, clapping Remus on the shoulder. "Come on let's go back down to the common room." Peter scrambled from where he had seated himself on his bed and followed James.

"I'm just going to stay up here and finish my essay," Remus said, sitting down on his bed and pulling his bag towards him.

"Coming Sirius?" James asked.

"Yeah, in a minute, I just need to find something," Sirius said and began to rummage in his trunk. James shrugged.

"Come on Pete," he said and the two left the room. As soon as they'd gone, Sirius spun around to Remus.

"You can drop the act," he said crossing his arms in front of him.

"I don't know what you're talking about Sirius," Remus said tiredly. He'd pretty much had it with his friends this evening. Sirius walked over to his bed and sat down on the edge.

"You do fancy Evans," Sirius said.

"I don't," Remus started to protest.

"Quit lying Remus," Sirius replied. "I'm just going to say one thing. James liked her first."

"That's the stupidest thing I've ever heard," Remus said, shaking his head.

"It's the truth and we're all mates which means you can't move in on someone else's woman," Sirius said.

"She's not his woman," Remus said through gritted teeth. Sirius shrugged.

"But he wants her to be and that's all that matters," Sirius replied.

"So let me get this straight," Remus said. "Just because James has a thing for Lily, even if she would never, ever go out with him in a million years, even if she decides that she likes one of the rest of us instead, it doesn't matter and no one else can date her because James 'likes' her?"

"Exactly," Sirius agreed. "Unless James decides he doesn't like her anymore, thereby releasing her back into the pool of eligible girls to the rest of us. After a designated period of time has passed of course." Remus stared at him in disbelief.

"Contrary to your little scenario there, girls do have minds of their own," Remus said dryly. "And I, for one, refuse to treat them as if they are nothing more than raffle tickets to be pulled from a hat when it suits your purpose." Sirius looked at him stupidly when Remus said 'raffle tickets', then shook his head and ignored it.

"Look Moony, I mean Remus," he corrected at Remus' glare. "James jokes around about Evans and all, but he really, really likes her. He has since first year, I think. He doesn't let on because he knows she sort of hates him and it hurts him. So he acts like an arrogant berk around her so she won't see how much she affects him."

"He's an idiot," Remus said softly.

"Yes, but he's our idiot," Sirius said fondly. Remus snorted. "If you pursue Lily, you'll lose James." Remus looked up at Sirius whose expression had never been more readable. There was not one ounce of a smirk or a joke or a prank. Sirius was, well, serious. Remus' heart clenched and his throat went dry. Getting Lily meant losing James. But losing Lily might mean losing yourself, that little voice inside his head said. I lost myself when I was five years old, Remus retorted. The voice sighed and Remus could just picture it shaking its head.

"Lily is my friend," Remus finally said. "That's all." Sirius smiled and clapped his friend on the shoulder, then quietly left the room.

"It doesn't matter anyway," Remus muttered. "She'll probably never speak to me again."

13 October 1974

Lily did in fact talk to Remus again. She asked him to pass the pumpkin juice at breakfast one morning and the mashed potatoes at dinner another. And she told him that Professor McGonagall wanted to see him one afternoon last week. Remus chose to think of it as progress.

He was walking toward the library, with a bit of a limp still. There had been another full moon at the very end of September, the infamous blue moon which, for some reason, was always more difficult for Remus transformation-wise. Not to mention his depressed state of mind, which always made things worse. The howling that night was louder, the wolf fiercer than ever at his confinement. Some kids must have dared each other to sneak as close to the shack as the wards would allow, because Remus had been able to smell humans. Seeing as he couldn't get to them, the wolf took it out on Remus. When Madam Pomfrey came to collect him the next morning she was horrified to find that Remus had nearly chewed through his own back leg. He had spent almost an entire week in the hospital wing recovering.

He had come face to face with Lily in the common room when the mediwitch had finally released him. She'd looked at his leg and the newly healed cuts on his face and hands and shook her head sadly. Remus had seen the tears in her eyes. He had opened his mouth to say something to her and then James had come clomping down the stairs and the moment was over. But he was beginning to wonder if maybe Lily knew more that she was letting on.

His friends were acting strangely as well. He had come upon the three of them more than once whispering amongst themselves, which in and of itself, wasn't so odd. The thing that was is that they would abruptly stop talking as soon as they realized Remus was within earshot instead of including him in whatever mischief they were planning. And once Remus had walked into the dorm and found James and Sirius sitting on James' bed, hovered over a book. He could have sworn that Sirius' hand was a paw, but decided later that he must have imagined it.

He finally made it to the library doors and stepped inside, crossing his fingers that Lily was alone. He needed to talk to her, try and make her understand. He missed her more than he could even put into words, even if all they could ever be was friends.

Remus walked back to Lily's normal table and sighed as he saw Snape sitting across from her. He was about to keep walking when he decided that enough was enough and Snape or no, he needed to talk to Lily.

"Lily, can I talk to you?" he said quietly stepping up to their table. Lily looked up at him in surprise and Snape glared at him.

"I don't think Lily has anything to say to you Lupin," Snape spat. "Except maybe get lost."

"This is none of your business Snape," Remus retorted. "Lily?" He looked at her beseechingly as Snape opened his mouth to say something else, but Lily put a hand to his arm and shook her head slightly.

"Five minutes," Lily said crisply.

"Can we go somewhere else?" Remus asked.

"Fine," Lily said. "I'll be right back Sev." Remus heard Snape growl under his breath and in any other circumstance, Remus would have laughed. But he was too miserable and found himself actually agreeing with the Slytherin.

Remus led Lily from the library and down a short corridor to a small alcove. When they reached it, he turned to her and nearly lost his resolve. Her face was set in anger, her arms crossed tightly in front of her. Clearly she had not softened her attitude towards him.

"What do you want Remus?" she demanded when he hadn't spoken for a few seconds.

"I wanted to say I'm sorry," he said quietly. She continued to look at him expectantly, then sighed when he didn't continue.

"Sorry that I'm not speaking to you or sorry that you don't trust me enough to tell me why you're limping or why you continually have fresh cuts on your face or arms or hands or why you miss days of class every month and have since we started school?" she said, mouth tightening. Remus was suddenly reminded of an angry McGonagall and he involuntarily shivered.

"It's not that I don't trust you Lily," he began. "It's just this is such a huge thing and I don't know how you'll take it and I don't want to lose you." Remus trailed off, finally realizing that he had lost Lily already by not confiding in her. "I don't want you to think differently of me." He stopped and took a deep breath, then looked her in the eye. "I don't want you to pity me." She blinked and he could see the shininess in her eyes.

"Remus Lupin," she whispered. "If you think that I would change my mind about you just because you're a werewolf, you're a bigger idiot than I thought." He gaped at her, unable to close his mouth, even though he knew he must look like a complete git. She knew. He had been torturing himself for weeks about how or what to tell her and she already knew. Merlin, but Lily was right. He was an idiot.

"You, you know?" he said incredulously.

"Well, of course I know," she retorted. "Do you think I'm stupid?"

"No, of course not, but what, I mean how," he trailed off shaking his head in confusion.

"I had no idea at first, I mean in the muggle world werewolves are just things in horror films and there are all kinds of crazy myths surrounding them, most of them completely false," she said. "But the more time I spent here and the more you disappeared, the more I started to suspect. So at the end of second year I did some research and for a while I thought it was your mother."

"My mother?" he asked stupidly.

"Well, yes, I mean you kept saying you were going to visit your mum when you left school and that she was sick and it was always during the full moon, so I figured it must be her," Lily continued. "But then I couldn't figure out why you would need to go home when she was the one that was the werewolf. And then I started paying more attention to what you looked like when you came back, pale and tired with cuts and bruises and I decided it was really you."

"So you've known since the end of second year and you didn't say anything?" Remus asked.

"I was waiting for you to tell me," she said shrugging. "I figured you would when you were ready. Your other friends already knew, so I thought you would tell me too."

"How do you know they knew?" Remus asked, completely flabbergasted by the girl in front of him. She rolled her eyes.

"It wasn't hard to figure out," she replied. "They always had such ready answers for where you were, it was like they rehearsed beforehand or something." Remus shook his head ruefully. He knew how transparent his dorm mates could be.

"But then you didn't tell me, even when you had the perfect opportunity. We were alone in the tower that day and I thought for sure you would tell me, but you didn't. Not even when I practically begged you to." The brightness he had seen in her eyes began to form into tears, one traitorously leaking from the corner of her eye and running slowly down her cheek. Remus watched it and without meaning to, brought his thumb to her cheek to wipe it away.

"Don't cry Lily," he whispered. "Please don't cry." This only made her cry all the harder and the next thing he knew she was clinging to him fiercely and his arms were around her, pulling her closer to him. "I'm sorry," he said into her hair, breathing in her scent and closing his eyes. "I'm sorry I didn't tell you, but I was afraid, afraid you would run away and not want anything to do with me any longer. I didn't want to lose you, I," he stopped, his breath hitching. Lily pulled slightly away from him and looked up at his face.

"You what Remus?" she asked, so quietly he barely heard her.

"I," he stopped again, James' face looming in the forefront of his mind. 'You'll lose James', he heard Sirius say again. He forced his feelings down where they had come from and pulled completely away from Lily.

"I didn't want to lose my friend," he finally said, his arms hanging limply by his sides.

"Oh," Lily said and she almost looked, disappointed? Remus shook his head as if clearing it and looked at Lily again. She was smiling a bit now, but to Remus it looked forced. "Of course you're not going to lose me as your friend," she finally said. "I would think you'd have a bit more faith in me than that." She slapped his arm playfully and he smiled.

"I am sorry Lily," he said again. "I just didn't know how to tell you, exactly."

"Well how did you tell the rest of your friends?" she asked.

"I didn't, they figured it out and confronted me at the beginning of second year," he admitted sheepishly.

"Oh, well, I guess I should have done the same then," she replied.

"No, you were right, I should have told you," he said. "I should have told them too. You are my friends. It's just, I've never really had any before, so, I guess I just didn't know," he stopped shaking his head and she put a hand on his arm. He could feel it burning into his skin and he wanted to grab her and snog the life out of her. He swallowed thickly.

"It's all right," she said. "I forgive you. Just don't do it again." She gave him a stern look and he laughed.

"So we're okay now?" he asked and she nodded. "Good. Well you better get back to Severus before he comes out here to make sure I haven't done something horrible to you." She giggled.

"I'll see you later," she said as he walked her back to the library door.

"Bye Lily," he replied. She gave a little wave and walked into the library. As the door shut behind her Remus hung his head. He was in love with Lily Evans and there wasn't anything he could do about it.