A/N: Not too many changes here, just some grammar corrections. :)

Chapter 3

Lupin's Troubles

Within the hour, Sirius had finally convinced Mrs. Lupin to let them be on their way to the Shrieking Shack.

"Floo Powder, tonight, dears?" She asked hopefully.

Her kitchen was perhaps the strangest scene Lily had ever come across. Remus was strangely docile, slumped in one of the wooden chairs around the small circular table. He would burst into howling fits periodically, his furry face twisted in pain. Sirius and James seemed to be in a silent conversation, James looking over at Remus and nervously shifting his hooves. Sirius looked inquiringly at Mrs. Lupin.

"Yes...this is the second time this summer he's acted this way. It's taking him longer and longer to transform back these days. He's been rather stressed out. Worried about N.E.W.T's already. I says to him, "Remus! You're on holiday, dear, relax!" But you know him, never listens. Anyway, few days with you lot, and he'll be back to normal in a jiffy, won't he?" She smiled, peering over at Lily who was perched on the granite counter. "Haven't met this young lady before though. Lovely, dear."

Lily let out a single unwavering note, which hung in the air serenely until Sirius let out a sharp, impatient bark. Mrs. Lupin jumped and bustled out of the kitchen. Sirius barked again, nodding his black head towards the living room. James nudged the now snoring Remus gently with his muzzle. Remus jerked awake, his paws clawing at the air. Oriented once more, he followed James reluctantly out of the kitchen. Lily stretched her brilliant red wings and swooped over their heads, landing gently on a comfy blue velvet sofa by the grand fireplace.

"Right," said Mrs. Lupin. "Now listen, Sirius Black. Stay out of trouble, you hear me? This is simply to be a nice vacation for poor Remus before he goes back to Hogwarts. We can't send him back with him acting like this all the time. I want owls everyday, and make sure he gets out of the Shack a bit, he's looking a bit pale..."

James snorted at this. Lily assumed it was due to the fact that Remus was undoubtedly always pale. Mrs. Lupin looked over at him and sighed. "Alright, get out of here, you lot. Ladies first, dear?" She looked over to the sofa where Lily was absentmindedly picking at her wing feathers.

Mrs. Lupin threw a handful of powder and yelled, "Shrieking Shack!" just as Lily swooped into the fireplace. In a puff of green smoke, Lily found herself spinning around quickly, catching glimpses of different wizards' rooms. Finally with a crash she was thrown into a dark dusty parlor. She flapped her wings, ridding herself of the soot and ashes now covering her feathers, simultaneously looking around the strange room she had just barged into.

The windows were all boarded up and the old furniture had a thick layer of dust on it. Looking closer at a chair next to her, she noticed scratches and marks on the wood as if a dog (or something bigger) had taken a bite to its leg.

Just then there was another crash and a stag leapt out of the fireplace, nearly trampling Lily. Lily screeched and ruffled her feathers angrily at James, who bowed his head sheepishly. Sirius followed, edging along an extremely reluctant Remus. All of the sudden, the stag disappeared in a cloud of dust, and James reappeared in its stead. Sirius let out a loud bark, snarling at James, and leapt in the space between him and Remus.

"Sirius, look at him!" James cried, pointing at Remus' slumped form. "He's not going to attack anyone tonight."

Indeed, Moony did look extremely under the weather. He looked at James with almost a bored expression on his face. He seemed less like a hungry werewolf, and more like a moody teenager. Sirius seemed to notice Remus' lack of reaction to James, and he too, returned to his human form.

"Well, wish you had said something earlier there, Prongs, that Floo ride isn't exactly enjoyable when you have four paws and a tail to watch out for."

James snorted again and walked slowly over to Lily.

"Wow...never been this close to a phoenix before," he said, reaching his hand out to stroke one of Lily's wings. His face showed absolute awe as he studied her wing carefully. Lily was sure if she were in her human form, the color of her face would have far surpassed that of her hair. His eyes finally rested on her emerald green ones, and he seemed to come to the realization that he was actually standing inches from one of his best friends. James laughed, blushing as well. "Sorry, Lils."

The next morning Lily woke with a stiff back and her head resting gently on James' chest. He was in no better state, sitting on the sofa with his neck awkwardly bent to allow his head to rest on the arm. Sirius, she noticed had simply fallen asleep on the rug by the fireplace, feet away from a now transformed Remus, who was sitting up, tracing pictures with his finger in the thick layer of dust that covered the floorboards. He heard her stirring, and looked up. He had dark circles around his eyes and a large scratch on the side of his face. He looked absolutely exhausted, but smiled at Lily anyway.

"Nice sleep?" He asked quietly.

Lily smiled back and massaged her aching neck. "Oh yes."

"Sorry- er- 'bout last night...didn't mean to..."

"Don't worry about it, Moony," she whispered kindly. "Not like you had any control over it."

Lily looked down at her arm, which was scratched badly from her shoulder to her wrist. From the looks of it, it had managed to stop bleeding while she was sleeping. She looked over at James and noticed him holding a rag largely covered with splotches of blood. He was now sporting a brilliant black eye himself, and his left trouser leg was completely ripped below the knee, his leg covered in dried blood.

Sometime around three in the morning, Lily, Sirius and James had been keeping Remus company by entertaining him with an extremely violent game of chess, when his dulcet mood took a turn for the worst. With a penetrating howl, he swiped at the chessboard and sent it flying across the room. He lunged at Lily who sat frozen facing him. She screamed as he swiped at her, claws ripping her skin.

Padfoot and Prongs had managed to hold Remus back long enough for Lily to transform into her Animagus form once more, making Moony slightly safer in their presence. Though still angry at his sudden lack of food, Remus had calmed down and fell asleep shortly before dawn. Sirius, however, had been slammed against a wall while in fierce combat with Moony and had been knocked out for several hours. As he lay on the rug, Lily noticed a nasty cut on his temple that was still bleeding profusely.

"I did manage quite a bit of damage though, didn't I?" Remus eyed Sirius worriedly.

"They'll live, Moony."

Lily moved from the sofa and walked carefully over to Sirius, wincing as her arm throbbed painfully. She knelt on the rug next to him and shook him gently awake.

"Whassamatter?" Sirius groggily blinked his eyes, and attempted to sit up only to fall back onto the floor again. He groaned. "Aargh, Moony, you certainly do have mood swings..."

Remus chuckled nervously, wringing his hands.

"Here, Sirius, try to sit up again, I need to look at that cut." Lily helped Sirius slowly, who managed to sit up, his back slumped against the fireplace. "Remus, can you see if you can find any food in here?"

Remus nodded and tiptoed off into the kitchen.

Lily examined Sirius' cut, it was deep, and was starting to get infected. Sirius winced at her touch but smiled groggily at her. "Ah, Evans...I should get hurt more often."

"You better not, you git. I'm going to have to clean this before healing it up. I just hope you guys have some Healing Po..." She stopped as he gazed at her curiously. "What?"

Sirius nodded to James' sleeping form, which was now snoring loudly. He looked intently back at her, his grey eyes glinting. "Ever gonna give 'im a chance, Lily?"

Lily looked at her friend, baffled. "Sirius..." She started. What was she saying? True, she had noticed James' feelings towards her. He had been asking her out since their fourth year, and she had refused him again and again. But they were all friends now. She knew him better now. And at the same time, he had stopped asking.

"He's a twit, I know," sighed Sirius. "And he never quits talking about you. Bit annoying, really."

Lily laughed. "We're just...friends, Sirius."

"Really? Fancy going out with me, then?" He grinned.

Lily poked him in the ribs. "Want me to make that cut worse for you?"

"No, I'm dead serious."

"Me, too," she whispered.

"Who's dead?" James called from across the room, stretching his neck.

"Remus will be if Lily here can't fix us up," muttered Sirius, still looking at Lily.

"I'M SORRY!" Remus cried, stumbling into the room with several dusty bottles of butterbeer.

"Ah, refreshments!" James piped up, waving a sulky Remus over to the sofa.

By mid-afternoon, Lily had successfully patched up everyone and they decided to set out into Hogsmeade. The sun was shining happily down on the four exhausted friends as they trudged down the dirt path and into the village. Sirius and James seemed to forget all about their tiredness as soon as they saw Zonko's Jokeshop. Remus and Lily left them goggling at fake wands and set out to find some food, agreeing to meet them back at the Three Broomsticks. Walking down the sunlit street, it was hard not to feel suddenly revitalized.

Lily glanced over at her best friend walking silently beside her and wondered what he could be bothering him so much. As long as she'd known him, Remus had always been the levelheaded genius of the Marauders. Always quiet and shy, he usually chose to stand back and watch as his friends took part in some ridiculous scheme, but was always part of the planning. Now, his delicate face was furrowed into a frown that clashed severely with the lovely weather.

"You know, Remus, N.E.W.T.'s aren't really that important. I mean, sure our whole futures depend on them...and they're tough as hell...but I mean, they should be a breeze for you. You're extremely talented, and we've got all year to prepare–"

Lupin chuckled. "You don't believe half the things you just said, Lily."

She sighed. "Well, okay. But tell me, Moony, what's going on? I've seen you freak out about exams before, but let me tell you this one's a bit in advance."

"The truth?" Lupin stopped walking and looked up at the Shrieking Shack in the distance. "I'm just sick of it all. I don't want to hide. I don't want to be this. I don't want to be your friend one minute and a threat to you the next. Lily, I attacked you last night. I can't even imagine–"

"Oh, Moony–"

"No, let me finish. I probably sound like a git right now, complaining. But I need to find a way to have control."

Something dawned on Lily. "Is that what you've been trying to do? Find a cure?"

Lupin smiled sheepishly. "That was my initial goal. But someone's beaten me to the punch. There's a potion. Not very many people are able to brew it, it's extremely complex. But it can lessen the symptoms of my..."furry little problem" as James so kindly puts it."

"God, we thought you were mad or dying, or both," Lily laughed in relief.

"Well, I am a bit mad," Remus admitted. "And maybe this is asking too much, Lils. But you're the only one I know capable of brewing this; with your talent...you've been an unbelievable friend to us. You see beauty in people even when others don't."

Lily shook her head. "It's not hard, believe me. And of course I'll prepare this for you, I can't believe you didn't ask earlier."

"Well, I've been a bit busy trying not to eat my best mates..."

Later that day, Lily's mind was racing. They were all all right. Remus was fine. She was finally going to do something to help him. But still there was the whole issue of James. Sometimes, she really wished she could read minds. Or better, that he'd tell her exactly what he thought, what he wanted. In any case, she had more important things to think about. They were friends, and that's all that mattered for now. And what was up with Sirius, anyway? Couldn't he just mind his own business?

They were on their way back to the Shrieking Shack after dinner at the Three Broomsticks, when Sirius brought up the fact that his parents had essentially disowned him during their previous row. His three friends stopped dead in their tracks and stared at him blankly. Sirius turned to face them.

"What?"

"Sirius..." Remus started.

"Oh, don't give me that, Moony. I don't need your pity. I've been waiting for this for ages, haven't I?" he laughed bitterly.

There was a long pause. Finally, Lily spoke up.

"Well...what are you going to do? Where they serious?"

"Who gives a damn?" Sirius screamed out into the night. "They're a bunch of idiots, the whole lot of them. With their stupid "pure-blood" privileges and their stupid family tree and their stupid money! I don't need them. They have their perfect son already. And it's not me." His voice drifted off.

"You're staying with me, mate," James stated matter-of-factly. He slapped Sirius gently on the back and continued walking up the hill to the house, followed closely by Remus.

Sirius simply stood there, staring at the dirt path. Lily was about to say something, when he looked up at her, the glint of mischief back in his grey eyes. He jerked his head towards the house, and flashed his sideways grin.

"Great bloke, eh, Evans?"

Lily was about to answer with a snide remark, when a sudden bang interrupted her and a flash of light shot out from the house.

"PADFOOT!" They heard James yell, as more flashes of light issued from the no longer quiet house.