A/N: Realised I made a chronological error in the last chapter... it was actually term 4, not term 2, when the lake incident happened. Oops!

Fifth Year, Fourth Term

Lily

Professor McGonagall was hovering over Sirius's desk, practically burning a hole through him with the intensity of her gaze, and yet he remained completely oblivious to her presence. He was too busy charming Mulciber's shoelaces so that they knotted themselves together.

Professor McGonagall cleared her throat loudly, and Sirius jumped, his dark hair falling over his face and obscuring his equally chocolate eyes. I had no idea why girls swooned over him. I mean, yes, he was attractive, but he was such a… poser. And a bully. Let's not forget that.

But I didn't object to him being horrible to Mulciber. The boy was pure evil; he deserved a taste of his own medicine. All the same, I couldn't resist smiling at the expression on McGonagall's face. A face like thunder…

"Mr Black, I'm aware that for a proficient student such as yourself, my lessons may seem unbelievably boring, but it would be greatly appreciated if you would at least pretend that my classes are more worthy of your attention than Mr Mulciber's shoelaces." Sarcasm dripped from her every word, and Sirius jumped about a foot in the air, whirling to face her. Mulciber glanced down at his shoelaces with an expression of malevolent surprise, and threw Sirius the nastiest look I had ever seen. Unable to help myself, I chuckled.

Sirius's cheeks didn't go red, as mine would have, but he had the decency to look embarrassed. "Sorry, Professor," he muttered, and she swept away from him with a curt nod. As soon as her back was turned, he made an obscene hand gesture at Mulciber, who was still glaring.

"Lily!" Mary, my best friend, was leaning across her desk trying to get my attention. I turned to her expectantly.

"What?"

"Look at Potter!"

I swivelled further in my seat to see James, who had been separated from Sirius during McGonagall's lessons from the third day of our first year, actually bent down over his Transfiguration book, his forehead creased with concentration. I blinked, surprised. I wasn't aware that James Potter had ever opened a textbook during a lesson. As I was watching, he caught my eye and grinned, before returning to his reading.

I didn't know what to make of the whole thing. Did he honestly think that just because he was seen to be concentrating in Transfiguration it would prove to me that he had changed?

Once we had been dismissed, everybody was out of the door in a flash. Everybody, that is, except for me, because I was still packing away, and James Potter and Remus Lupin, who were quietly discussing something in the corner.

Remus Lupin was the nicest of Potter's little clique by a mile. He was quiet, kept to himself, and much more humble than any of his friends, despite being the most academically clever. He was the only one of the bunch that was made a prefect. He was the only one who deserved it. He never spoke to me much – except when we were doing prefect duties together – but when we did speak he was always polite and kind.

Still… there was something strange about him. Not necessarily in a bad way, mind you, but there was just… Sometimes, I wondered if he was really sick. He'd go so pale he'd turn grey, and the circles under his eyes would make him look as though he'd just had a fight. But Remus wasn't the type to fight with anybody.

I ducked my head under the pretence of picking up my quill, and listened in on their conversation as unobtrusively as I could manage.

"Listen, Moony, it's not going to be a problem."

"You don't know that!" I was surprised to hear Remus's voice sounding so harsh.

"Trust me! Look, me and Sirius and Peter, we know what we're doing. It'll be fine."

"James, you don't understand the danger you're putting yourself in! We've been lucky so far, but what about next time? What if I lose control and hurt one of you? I couldn't live with myself! I mean, it was bad enough a few weeks ago when Snape…"

"Sssh! Do you want to get us all in trouble? That was Padfoot's mistake, and I corrected it, didn't I? What if McGonagall was running around in cat form right now, and she heard you?"

"Yes, because people running around pretending to be animals tend to get into trouble, don't they, Prongs?"

I didn't think either of them even realised I was still here, crouched by the side of my desk as I was. I was transfixed by their conversation. It almost sounded as though… but no, that would be impossible.

"Ouch, that almost hurt," James joked, clasping his hands over his heart and staggering backwards. Remus's expression softened.

"I can tell I'm not going to win with you, am I?"

"I'm unreasonably stubborn, as well you know."

"So you'll be there tonight, I suppose?"

"As soon as the sun sets, my friend. You coming to lunch?"

"I'll catch you up in a minute. Save me a seat."

James began walking towards the door, calling over his shoulder as he went. "A seat, I can manage, but don't come crying to me if the treacle tart is gone."

"I know you'll have eaten it all…" Remus muttered, beginning to pack his books away. I stayed frozen, not wanting to give myself away by standing up. Apparently, I didn't need to.

"You can come out now, Lily." Remus's words made my heart leap into my throat. Knowing I'd been rumbled, I had no choice but to pick myself off the floor, brushing the hair from my eyes.

He didn't look mad. In fact, he looked sort of amused.

"Sorry," I muttered, blushing furiously.

"It's alright. Sometimes curiosity gets the better of you. Believe me, I know." He smiled at me cheerily, but I couldn't help noticing that he looked more withdrawn than I'd seen him in about a month. His face was almost colourless; his eyes rimmed red and bruised looking.

"Remus, are you okay?" I asked gently. "If you're in some sort of trouble…"

His expression was still good-natured, but heavier somehow. "I'm fine, Lily. Really. There's no need to worry about me. I'll be back to normal in a couple of days."

I barely heard him. A frightening thought had just occurred to me. "After the sun sets…" I muttered, mentally calculating. It seemed as though Remus was ill every month, at the same time every month. He'd disappear from the dormitories at night-time, and we wouldn't see him for a couple of days. And his friends… they'd always be conspicuously absent at night too.

A conversation I'd had with Severus a month ago flashed through my head.

"There's something off about that Lupin kid. The one that hangs around with Potter."

"Like what, Sev?"

"Lily, I think… I've been doing research, and I think he might be a werewolf."

"Don't be ridiculous!"

"Come on! It's not ridiculous! I think that's why he's ill so often. Around the full moon. It's because…"

"Oh, Sev, that's the stupidest thing I've ever heard."

I gasped, my eyes going wide as saucers. As impossible and mental as I had thought it, somehow it was true. It had to be. Remus Lupin was a werewolf.

"Remus…" I breathed, taking in his rigid stance, his fearful yet resigned expression. "Are you a werewolf?"

I expected him to shout, to deny it, to laugh in my face, to say something mean. I expected anything but the defeated look he gave me before slumping back down into his chair.

"Yes," he whispered, placing his head in his hands.

He looked so vulnerable, so helpless, that my heart dropped like a stone. I hadn't even thought about how difficult it must be for him, how much harder I'd just made it by figuring out his secret.

I sank into the chair next to his, reaching across the desk to lay my hand on his arm. He jumped guiltily at my touch, then stared at me in shock, as though I should find him completely abhorrent.

"Remus, I'm sorry. I didn't mean to pry. I have no idea what it must be like for you…"

He looked astounded, as though he couldn't believe I would speak to him like a human being. As though suddenly, because he'd told me about what he turned into for 12 nights a year, that would somehow make me forget who he was the other 353 nights.

"You don't have to pretend to feel sorry for me, Lily," his voice was rough and broken, and it made my heart hurt.

"I'm not pretending. I am sorry, Remus. Really, really sorry. How…how long have you been…?"

"A werewolf?" he finished my sentence with a flinch. "About 9 years now. It happened when I was nearly seven."

"Do you know who…?"

His eyes deadened inside as he answered. "Greyback."

I pressed my lips together tightly, bowing my head in sympathy. Fenrir Greyback was the nastiest of the nasty, and rumour had it he had joined the ranks of the Death Eaters. He was as scary a threat to little witches and wizards as a muggle ghost story was to muggle children.

"I wasn't going to come to Hogwarts. My parents thought it wasn't safe. Professor Dumbledore insisted. He had the Whomping Willow planted outside, so that there'd be a place I could go, to protect the other students when I was transformed."

"I always wondered why that dreadful tree was there!" I exclaimed, pleased to have one little mystery about the castle solved at last. Remus hung his head, and I realised instantly that I had made a horrible faux pas.

"It was my fault," he mumbled to the desk. I gripped his hand; it was all the comfort I could offer.

"No. None of this is your fault."

He met my gaze, saw the determined truth reflected in my eyes. Poor Remus… he had no control over any of this.

"I'm surprised you aren't frightened of me now," he remarked.

"Why would I be? You're the same Remus Lupin I've known for years. That doesn't change because I find out you're a werewolf."

Remus met my eyes again and smiled the first genuinely happy smile I had seen him wear for weeks. "You're the best person I know, Lily. Do you know that? No matter what happens, I'll always think that about you."

My eyes filled with tears, and for a moment, I had no idea what to say.

A/N: Okay, so Lily and James are going to jump ahead a couple of years in the next chapter, but I thought I'd establish the fact that Lily knows that Remus is a werewolf earlier on. Here's a brief summary of what happens during the rest of fifth/sixth year. James loses the bet and never gets to take Lily to Hogsmeade, Lily doesn't speak to Snape at all, and she becomes really good friends with Remus. James, meanwhile, dates Lily's best friend in an attempt to make her jealous, then when it doesn't work, he dumps her, and concentrates his efforts on scheming plans with the other Marauders and trying to get Remus to persuade Lily to go out with him, unsuccessfully.

Next chapter will be seventh year!

PJ x