A/N: I'm sorry this took me so long. I was extremely busy these last two weeks, and I know that's a lame excuse, but it's the only one I've got so don't hate me!

Also, I noticed that I had stupidly put that this was set during their fifth year. I have no idea why I wrote that; it doesn't make sense at all. So just to clarify, this takes place in their SIXTH YEAR. Sorry for the mistake!

It had been three weeks since Lily and James had talked under the big beech tree. Lily kept waiting for her feelings towards James to lessen, or go away completely, but they didn't. She was quite certain they were getting stronger. With every passing day, James showed that he had truly matured. He didn't shout out in class anymore. He did his homework on time. His pranks were simple, yet funny and harmless. He genuinely cared about other people's well-being. He had become everything Lily had ever wanted in a guy. So why was she still questioning it?

She sat up and silently groaned. It was five in the morning, and there was no way she could go back to sleep now.

Maybe a walk, she thought, looking outside. It was barely light out, but it was enough for her to see. She quickly got dressed and tried not to wake the other girls as she crept downstairs. She walked soundlessly to the front doors and then outside. It was a cool morning, and Lily was glad for the heavy sweater and jeans she had on under her robe. She sauntered along the lake's edge. Lily was so lost in thought that, until she tripped on a tree root and fell to the ground, she had not realized how close to the Forbidden Forest she had walked. She looked up from the place on the ground she had fallen and felt a shiver run through her. The forest loomed darkly in front of her, and she could have sworn she had seen a pair of eyes staring from within the darkness.

Giving herself a mental shake, Lily stood up, and was about to turn away from the forest when she heard distant voices.

"Where'd he go?" the first voice asked. Lily was quite sure it was male, and it sounded vaguely familiar.

"I don't know! He broke down the door of the shack and took off into the forest!" This one was also male, also familiar, but she couldn't place either of them.

"He's going to change any minute now! We have to find him!"

'What are they talking about?' Lily wondered, turning towards the castle to go inside. Maybe a walk hadn't been the best idea. Lily had barely taken a step when she felt a presence behind her. Every instinct in her body told her not to turn around; to just run as fast as she could into the castle. But, there was something about the way the thing behind her was breathing. It sounded labored, in pain. Slowly, Lily turned to face the presence. Her eyes widened, more in shock than fear.

Standing before her was a large wolf-like creature. It was a creature she had only seen in books, and muggle horror films. A werewolf. Its great snout was a mere foot from her face. Large amber eyes were staring into her green ones. Large amber eyes that Lily recognized.

"Remus?" Lily whispered, though she didn't expect a response. She knew that werewolves changed involuntarily and they didn't remember who they were once they had changed. The werewolf's eyes flashed, becoming less animalistic, and Lily wondered if somehow, Remus hadrecognized her.

Suddenly, the werewolf let out a low snarl, and staggered away from her. It took Lily a moment to realize that Remus was about to change back into himself. She watched, powerless, as Remus slowly turned human. The werewolf fell behind a large tree, and Lily heard a loud ripping sound, and then nothing. She walked around the tree and found Remus, lying on his stomach. His eyes were closed.

"Remus?" she called hesitantly. Remus' eyes shot open. Seeing Lily, he quickly stood up, but didn't look at her.

"You don't have to come closer, Lily. It's alright, I understand."

"Remus, what are you talking about? I want to help you." Taking off her robes, she carefully held it out to Remus. "Take my robes. It's freezing, and you've only got a t-shirt and shorts on."

Remus hesitantly took it, and after putting it on, came to stand next to her, looking extremely sad and nervous. She could see anguish in his eyes.

"Are you okay? Are you in pain?" she asked him, worried.

"I'm not in pain," he said.

"But you're not okay." She said it as a statement.

"I could have killed you."

"But you didn't," she said, putting her arm on his shoulder.

"I could have! I can't control myself when I'm a werewolf! I'm a monster, Lily! Don't you see?" he shouted, shrugging her away.

"No! I don'tsee! All I see is you. I saw you, even when you were in werewolf form. You're eyes are the same. It shows me that you're in there somewhere. And even though you can't control your werewolf form, you're still not a monster. Monsters hurt people intentionally. Monsters are people like Ridrick. He hurt me so he would have control over me, so I would fear him. And I know you would never ever do that to someone consciously. I'm staying right here. I'm still your friend, Remus. Nothing will ever change that." He looked startled by how fiercely she had spoken. His amber eyes slowly became happier, and he gave her a soft smile.

"Thanks, Lily," he said. She reached up and hugged him.

Suddenly, a stag, dog, and rat appeared from the forest, causing Lily to step away from Remus and stare wide-eyed at the unusual scene. Remus chuckled at her expression. She looked at him questioningly as he gave a wave to the three animals.

"What-" She stopped short. The stag, dog, and rat were morphing before her eyes. In a matter of seconds, it was no longer animals that stood before her, but humans.

"James? Sirius? Peter?" she shrieked.

"Hey," James said, nonchalantly.

"Are you animagi?" she asked incredulously.

"Yup! Bet you didn't expect that, did ya?" Sirius said.

"But... But how?" Lily sputtered. Sirius put on a mock look of hurt.

"I'm offended that you would think us incapable of accomplishing such a feat!" Lily raised an eyebrow at him, but decided not to respond. Instead, she turned to James and Remus.

"So, how long has this all been going on?" she asked curiously.

"Well, I've been a werewolf the whole time I've been here."

"And once we found out he was a werewolf, we decided to become animagi. So we could safely be with him during the full moon," James explained. Lily nodded. It was a lot to take in all at once.

"So, you guys just run around here once a month?" she asked, motioning around her.

"Well... No, not exactly," James said.

"Dumbledore made a tunnel for me from the base of the Whomping Willow to the Shrieking Shack. That way I could go there for my transformation, and not be a danger to anyone. He doesn't know about these guys being animagi though."

"I see," Lily said. The wind picked up, blowing cold air right through her clothes. She shivered.

"Let's go inside," James said, noticing her shiver. They all nodded in agreement. James put a warm arm around Lily's shoulder, and she leaned into him as they walked.

"Lily, you're bleeding!" Peter said suddenly, eyes trained on her knee. She felt James tense, and saw Sirius do the same. Remus looked as though he were about to be sick. Lily looked down and examined her knee.

"Calm down everyone. I'm fine. I just tripped over a tree root earlier; I must have cut my knee and not realized it."

Lily felt James relax, and Remus gave her a relieved smile. They walked the rest of the way to the common room in silence. Sirius, Peter, and Remus immediately went upstairs to their dormitory, but James stayed behind, and Lily sensed he wanted to talk. She was right; as soon as the other three boys were out of earshot, he turned to look at her.

"Are you okay?"

"A bit shocked, is all," she told him earnestly.

"You're not hurt then? He didn't... do anything, right?"

"No, James. I'm fine, really. The worst he did was breathe on me and I-" James cut her off.

"He was that close to you?" James asked with wide eyes. "Something could have happened to you!" Lily through her hands up in frustration.

"You're as bad as Remus!" she nearly shouted. "As you can see, I am perfectly fine."

"Next time you might not be so lucky! If Remus hadn't been about to change, he probably would have attacked you!"

"Well, he didn't." They stood glaring at each other for a solid minute before James looked away and began pacing. When he faced her again, she could see the tiredness in his eyes.

"Just promise me you won't go outside at night again?"

"It was five in the morning; I would hardly call that night." He frowned.

"Look, Lily. This isn't just about me wanting you safe. This is about Remus too. I know you wouldn't be upset with him if something accidentally happened while he was a werewolf, but he would be. He would never be able to live with himself if something happened to you, and frankly, neither would I. So please, just promise you won't go outside when it's dark anymore."

Reluctantly, she nodded. She hated being treated like an incapable child, but she knew James was right, and she would never want Remus to have to live with the guilt of hurting her.

"You should get some sleep before breakfast," James told her. She waved him off.

"I wouldn't be able to go to sleep now, even if I wanted to."

"Yeah, I don't sleep after nights like these either," he said, and looked at his watch. "It's 6:15 which means we've got almost two hours till breakfast. What should we do?" Lily shrugged.

"What do you want to do?"

"Well, I can think of a few things," he said, waggling his eyebrows at her and grinning. Lily rolled her eyes at him, causing his grin to widen.

"Okay, okay," he said, "how about we start that Defense Against the Dark Arts essay?"

"Yeah, sure." Lily quickly ran upstairs to get her parchment and notes while James did the same. They met back in the common room and started their essays. After some time, Lily looked up at James. He was staring at his parchment, brows furrowed, with unwavering concentration. She smiled, thinking that he looked incredibly cute like that.

"You really like this subject, don't you?" she asked him. He looked startled for a moment, as if he had forgotten she was there, but then smiled at her.

"Yeah," he said, "It's my favorite subject."

"I thought so."

"It's my best subject too, which is good cause I want to be an Auror after I graduate."

"An Auror?" she asked, creasing her brow. He looked at her curiously.

"Yeah."

"Isn't that dangerous? I mean, you could get hurt or... worse," she finally managed. Understanding dawned on his face, followed by a smug grin.

"Worried about me, are you?" he said, eyes twinkling.

"Yes," she said, looking in his eyes. The grin fell from his face, all trace of laughter gone.

"I'll be alright, Lily. You don't have to worry about me." He took her hand and squeezed it lightly. "Besides, that's not for another few years. You shouldn't waste time worrying about it now."

Lily nodded, and went back to her essay, though she wasn't exactly comforted. He was right about one thing though; she shouldn't worry about this now. She and James weren't even dating! She shouldn't be worrying about what he was going to do after Hogwarts! Giving herself a mental shake, she focused on her essay.

Before she knew it, it was time for breakfast. Lily had just completed her essay, as had James, when Sirius came bounding into the common room. He stopped when he saw them.

"You guys are doing homework?" he asked, baffled.

"Some people actually care about their future, Sirius," she told him, and laughed at the expression he gave her. Remus, followed closely by Peter, came down the steps then.

"Let's go eat; I'm starving," suggested James, and all five headed down to the Great Hall.

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When they got to the Great Hall, Lily broke away from the boys to sit with Alice and a few of her other friends. James, Sirius, Remus, and Peter sat in their usual seats at the end of the table.

"So, you and Lily seem to be making some progress," Sirius said, nudging James as they sat down. James grinned and nodded.

"Better watch out though," Sirius said in a stage whisper, "I think Moony is out to get your girl! Did you see them hugging this morning?" James rolled his eyes, knowing that Lily and Remus had a purely platonic relationship.

"I'll have you know that she hugged me," Remus told them, smiling. But then his smile vanished and he looked at them seriously.

"She's so kind, James. She's the only person who's ever made me feel... like I'm not a monster."

"Aw, Moony! We've told you that hundreds of times!" Sirius exclaimed.

"I know, and I'm grateful to you guys for that, really. But I never believed it. Everyone is terrified that I'll hurt them, even you guys sometimes. But she just stood there. And when I looked into her eyes, I didn't see fear or repulsion or prejudice. For the first time in my life, I saw compassion."

"She is amazing," James said, happy that his friend finally seemed to feel at ease with his transformation. Remus nodded in agreement.

"It's too early in the morning for all this mushiness!" Sirius exclaimed loudly, causing a few first years to look strangely at Sirius. When he noticed their stares, he grinned madly at them.

"Don't you think this bread is far too mushy?!" He picked up the bread and waved it around in a very crazy manner, staring at them. The group of first years quickly got up and scurried off, frightened. Peter squeaked with laughter.

"Knock it off, Padfoot. There is no reason to scare the first years," Remus scolded.

"Yes, but," Sirius replied, "there is no reason not too!" Remus shook his head, and sighed at his friend's logic.

"Let's get to class," suggested James, and they all got up and left the Great Hall.

Once they were all settled in Defense Against the Dark Arts, the professor came bustling in.

"Today," the professor began, "we are going to learn about the Patronus Charm. Now, the Patronus is an extremely advanced type of magic used to expel dark creatures, such as dementors. In order to cast a successful Patronus, a happy memory is needed. This memory must be a powerful one, or the Patronus will not take its true form. The form of a Patronus represents one's soul. If two people have the same Patronus form in different genders, then it stands to reason that they are soul mates. For example, my Patronus is a lion, while my wife's is a lioness. Therefore, we are soul mates. Now, everyone stand up! I will demonstrate how to conjure a Patronus, and then we shall try it two at a time."

The professor stood, and inhaled deeply before shouting "Expecto Patronum!" A great silver lion appeared and ran about the room before disappearing into a swirl of mist. After more detailed instructions on the wand movement, the professor looked around.

"Who wants to go first?" he asked the room. Sirius stood up.

"I will," he said, going to the front of the room with a cocky smile. It was obvious he had conjured a Patronus before.

"Good! Let's see… Sarah!" the professor pointed to a small brown haired Ravenclaw in the back of the room, "why don't you come up as well." Sarah nervously made her way to the front of the room and stood next to Sirius.

"On the count of three. One, two, three!" Sirius and Sarah shouted the incantation. A mist came out of Sarah's wand, and then disappeared. Out of Sirius' came a large dog that jogged around the room.

"Excellent Sirius! And don't you worry, Sarah. That was a wonderful first try! Who's next?"

The professor called more people up, and James watched, curious about everyone's Patronus form. Only one other student conjured a successful Patronus; her Patronus took the form of a hawk.

"James, you're up! And," the professor scanned the room, "Lily!"

James smiled at Lily as he walked to the front of the room. Like Sirius, he had also conjured a Patronus before. His was the same as his animagus form, a stag. The professor counted down, and James let his happy memory fill him. It was a tidbit of a memory, really. James didn't even remember the whole thing. He and Lily had been in the common room. He must have said something funny, because she had turned to him and smiled the biggest smile he had ever seen, her eyes lit up, and she laughed. It had been the first time she had genuinely smiled at him, and he had never seen anything more beautiful.

James heard himself say the incantation. A stag appeared out of his wand. Next to the stag, was something that made his jaw drop. It was a silver doe. They pranced around the room together, finally disappearing in one large mist. Distantly, he heard a chorus of gasps and whispers from the other students, but James ignored them. He looked at Lily to find that she was already looking at him. He waited for her to say something, but she just stared at him, wearing a mask of shock on her face. James didn't know how long they stood like that, but after what seemed like an eternity, the professor cleared his throat.

"Well, that was interesting! Let's have a new pair, shall we?" The professor all but pushed Lily and James to their seats, calling two more students up.

James walked the rest of the way to his seat in somewhat of a daze. He had always loved Lily. He had always thought that she was the one for him. But, to have it proven in front of the whole class… It was a bit much. James sat down and was immediately bombarded by his three friend's excited whispers.

"I always knew you guys were meant to be together!" whispered Peter.

"You look a little green, mate. You alright?" Remus asked.

"Now she will definitely say yes to you!" Sirius exclaimed in a not-so-quiet whisper.

James said nothing in reply; instead, he looked in Lily's direction. She looked as dazed as he felt, and her friends seemed to be attacking her the same way his had. He could see her blush reddening by the second. Suddenly, everyone around him was getting up. It took him a moment to realize class was over. Numbly, James got up and followed his friends out of the classroom.

"Are you going to?" Sirius was looking at him expectantly.

"Going to what?" James asked.

"Ask Lily out!" Sirius shouted, exasperated.

"What am I supposed to say? 'Oh, hey, Lily. I was just wondering if you would go out with me, ya know, cause our Patronus forms match and everything.'"

"Well, when you put it like that…" Sirius said, huffing.

"There's no rush," Remus said, "Lily said she likes you. She just needs time."

"It's been three weeks since she said that! How much time does she need?" Sirius exclaimed.

"Padfoot, I don't care how much time she needs. I'd wait forever for her."

"Well, I still think you should ask her out," Sirius muttered as they entered the common room.

Lily and her friends were sitting by the fireplace talking, when the four boys came in. The moment they saw the boys, they instantly stopped talking. The two groups were engulfed in an awkward silence.

"Well, I think I'll go finish that homework now. See you later, Lily," one girl said finally, getting up and leaving the common room. The rest of the girls followed, leaving Lily sitting alone. She frowned at them as they left.

"I think we'll go as well. Have a nice talk, James!" Sirius winked at James before dragging Remus and Peter up the stairs to their dormitory.

The awkward silence continued. James had no clue what to say, and it seemed that neither did Lily.

"So…" James said, running his hand through his hair, "Uh… Have you ever conjured a Patronus before today?"

"No, that was my first time," replied Lily.

"Oh, wow. That's really impressive," he told her earnestly.

"Thanks." She looked at him and quickly turned her gaze to the floor.

"Must have been a really happy memory," James said, trying to keep the conversation going. He saw Lily's face turn bright red.

"It was," she mumbled.

"Mind telling me what it was?"

"I'd rather not," she said, turning redder.

"Aw, come on. Please? It can't be that bad." She looked him in the eyes and sighed, casting her eyes down again.

"Well… it was of you and me… when we were coming back from Hogsmeade that one time."

"Us kissing was your happy memory?" James asked, sure he had misunderstood. Lily's nod told him he hadn't. Without thinking, James strode over to Lily so he was standing less than a foot from her. She looked startled at how quickly he had appeared before her.

"Lily," he said softly. He gently lifted her head so she was looking at him. Her green eyes were wide, showing all her anxiety, fear, nervousness, and anticipation. James took a small step, closing the distance between them, and brought his lips to hers. This kiss was nothing like the first. All the built up emotions they had came pouring out into this one passionate kiss. James wrapped his arms around Lily's waist as she brought her hands to his hair. They broke apart after what seemed like an eternity. James grinned widely at Lily, not letting go of her waist.

"Well, I have my new happy memory," James said happily. Lily smiled back at him. After a few minutes of silence, Lily spoke.

"I'm surprised you haven't asked me out yet," Lily said. James' grin widened.

"Lily Evans, will you go out with me?"

"Yes I will," she replied, kissing him. They were still smiling stupidly at one another when they heard someone come down the stairs and give a loud "Oh!" James turned to see Alice standing there.

"Sorry!" she said, "I was just coming to see if you were ready to help me with Potions, but I see that you are occupied. It's fine, we can do it later."

"Oh no, Alice, I'm so sorry! I forgot. We can do it right now though, it's no problem!" Lily gave James an apologetic smile before going off with Alice to their dormitory.

James felt like he was floating as he walked up the stairs to his own dormitory. Remus, Sirius, and Peter, who were all lounging on their beds, looked up at James when he walked in. Sirius burst into laughter at the sight of James' deliriously happy expression.

"I'm guessing the talk went well," Sirius finally managed to get out. James just nodded.

"Did you ask her out?" questioned Sirius.

"Yup," James replied.

"And?"

"She said yes."

"About time!" At this, all four boys laughed. James plopped down on his bed and let out a content sigh. This day could not get any better.

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Lily and Alice had just finished working on Potions when the rest of the girls came bouncing into their dormitory. Lily was bombarded with questions instantly.

"How'd it go?"

"Are you dating?"

"Did you guys kiss?" Lily laughed at her friends' enthusiasm.

"It went well. We are dating, and yes, we did kiss." Shrieks of happiness filled the room. The girls talked for what seemed like hours, and though Lily loved her friends, she didn't love gossip, so the first chance she got, she pulled out a book and withdrew herself from the conversation. She had been reading for quite some time when one of the louder girls said something that caught her attention.

"Wait, what did you just say?" Lily asked.

"I said that over the summer, my mom stumble across a flower patch, and was going to pick some to bring home, but it was a good thing I was there because the flowers were wolfsbane and they're really poisonous."

"Of course!" Lily shouted, jumping up. She ran down the stairs, leaving her very confused friends staring after her. Lily sprinted to the boy's dormitory door and began knocking quickly.

"Hey, it's Lily! Are you guys in there? Open up, it's really important!"

"Maybe she changed her mind about you, Prongs," she heard someone mutter. James opened the door, looking confused.

"Lily? What-" He stopped short when Lily shoved past him and began pacing the room.

"I have the perfect solution! I can't believe I didn't remember it earlier! Slughorn mentioned it last year at his Christmas party, though I'm sure he wasn't supposed to; he was quite drunk that year. I just hope he has the directions and ingredients listed somewhere in his office; we'll have to steal it from him, which I am not looking forward to, but I will just this once because this is rather important and-"

"Lily!" James said, cutting her off, "What are you talking about?"

"Wolfsbane Potion!" All four boys' faces became contorted with confusion.

"It's a potion for werewolves. It allows them to keep their mind during and after their transformation."

The room became silent; not even breathing could be heard. Remus looked stunned, as if he weren't sure if he were in a dream or not. Sirius was the first to say something.

"This is great!" he shouted, and everyone seemed to come out of their trance.

"I would be able to keep my mind! I would remember where I was, and who I was, and I would remember you guys! I would be in control! That-" Remus took a deep breath. "That would be so incredible."

Lily smiled, and sat down with the boys as they began making plans for their raid of Slughorn's office.

"There is a teacher's meeting tomorrow afternoon; I overheard McGonagall talking about it during my detention," Sirius said.

"We'll have to get the ingredients then, while he's not there."

"We can't all go, though," Remus said reasonably. "We wouldn't all fit under the cloak and we would be too noticeable without the cloak."

"Lily and I will go," James said, and the other three boys nodded. Lily tried to protest, but they ignored her.

The next day, classes seemed to go by slower than ever. Lily was nervous about breaking into Slughorn's office, and just wanted to get it over with. James repeatedly tried to assure her that they wouldn't get caught, but she couldn't help but be worried. She had even tried to back out, and suggested that Sirius go in her place, but they wouldn't agree to it.

"We haven't been in Slughorn's office as much as you have. And besides, you know what to look for. We have no clue."

Reluctantly, Lily had finally agreed to go along with their plan. Right after their final class, James and Lily snuck off to an empty corridor and donned the cloak. Silently, they crept to Slughorn's office, and waited for Slughorn to leave for the meeting. After a few agonizing minutes, Slughorn walked out of his office and down the hall. Lily and James quickly snuck in. Once safely in the office, they pulled of the invisibility cloak and began their search. Lily immediately went for his cabinet. She knew that's where he kept most of his potion recipes. She looked through all the files there, but found nothing referring to Wolfsbane. Just as she was about to give up and search somewhere else, she saw a corner of a piece of paper jutting out from underneath the files in the cabinet. Carefully, she removed paper, and read it over.

"I found it!" she called to James. He came over, and they divided the list of ingredients so each of them was responsible for getting half. Just as Lily had picked up her last ingredient, she heard Slughorn's voice from the hallway. James reacted quickly, running over to her and skillfully throwing the cloak on them with one hand while the other held his set of ingredients. He guided them over to the door so they could make a run for it as soon as possible. Slughorn entered his office, and James and Lily slid easily through the open door into the hallway.

"Oh gosh!" Lily exclaimed, once they were a safe distance away and had removed the cloak, "We almost got caught! Oh my gosh! That was so close! We could have gotten detention! We could have-"

Suddenly, James was kissing her, breaking her off mid-sentence. He pulled away and smiled.

"What was that for?" she asked, baffled.

"You're cute when you're worried," he said simply, and began walking to the boy's dormitory, where Remus, Sirius, and Peter were waiting for them.

I'm thinking I'll probably write one more chapter after this, and then the story will be complete. I'll try to get it done as soon as possible!