Disclaimer: Yet again, I inform you all of my empty pockets, and lack of JKR name. With that information, along with the fact that nothing that you recognize belongs to me, please do not sue me for posting something on a FANFICTION site. Where you post fanfiction. Which, in itself, makes it quite obvious that the writers do not get any money from writing. Nor do they get credit for the original characters etc. that are in the printed books. Now that I am through with my pretty little rant, though I'm sure that you just adored reading it, here's the story:

The rest of the time before winter break passed quickly. A few scuffles with the Slytherins, but for the most part it was quick. They didn't see much of Peter, but none of them really minded. He had started spending long stretches of time with the Slytherins, trying to figure out some way he could get into that house.

There was one mildly interesting thing that happened during those few weeks. Remus went to visit his ill mother again. Lily was slightly suspicious that he left once a month, but let it go, and decided to feel bad about his mother. Now, all three of his best friends were suspicious and not talking to each other about it.

"Come on, guys, let's go to the kitchens," Lily said excitedly. They had just finished their last lesson, and it seemed like it would be a very long time before dinner.

James laughed, "Lils, you eat as much as we do," he said.

Sirius was highly amused, and Remus laughed but Lily didn't take it too seriously.

"Well, I guess that just means you guys eat like girls!" she exclaimed brightly, then ran as fast as she could in the direction of the large fruit painting. She had to run because the three boys took off after her.

She got relatively far ahead of them, then they gained speed and caught up, Sirius swung her up onto his back and kept running, they got there quicker that way, was his reasoning, and she was very light.

Lily had always liked Sirius. She had admired his way of laughing off anything and she thought that he was very funny. Of course, this was a strictly platonic admiration, but Sirius had always liked her too. He had seen her briefly on the platform. He had seen the constant evil glare she had gotten from her sister, and had even heard the 'freak' thrown out at her. He had wanted to befriend her just then, and was very pleased when they both got into Gryffindor.

Lily reached over (being the tallest at the moment) and tickled the pear until it gave way and turned into a door handle. The four of them entered the kitchen and finally, Sirius let Lily down.

"Hello!" their House-Elf-friend, Iggy said, beaming up at them all, "Would you like some food?" she asked.

Lily smiled, "Oh yes, lots!" she exclaimed excitedly.

"What would you like?" Iggy asked, the huge grin still plastered on her face.

"Hmm… I want… pizza!" Lily cried, realizing that she hadn't had any since she came to this school. "Guys?"

James was the first to answer, "Cupcakes! Chocolate cupcakes!" Then Remus wanted apple pie and Sirius wanted French fries.

All of it came amazingly quickly, and Lily wondered if it had something to do with their House Elf magic. They thanked Iggy and all of the House Elves profusely, then trooped off to the boys dormitories. It wasn't after hours, but they didn't think they were supposed to take food from the kitchens.

Lily got there first and set the pizza in the middle of the floor. James got there next and put the cupcakes to the right of the pizza. Remus set the pie on the right of the pizza and Sirius wouldn't give up the French fries.

Remus grabbed a French fry from Sirius' grasp and ate it. "It's amazing!" he cried, then stole five more.

Sirius looked distraught, "Hey!" he yelled.

"You can have some of the pie," Remus tempted.

"Okay," Sirius said happily, then sat down on the floor to the left of James, Remus sat on his left and Lily sat on his left.

James munched happily for a few minutes, joining into the conversation here and there, but then an epiphany stroked. "We need to have a name." He said excitedly.

Sirius didn't bother to swallow before asking "Like what?" and splattering everyone with French fry bits, he swallowed thickly, "Hehe, sorry," he said quietly.

"I don't know, something like…" James thought out loud.

"Misfit Mischief Makers!" Lily exclaimed excitedly.

"We don't make much mischief," Sirius pointed out.

"Well, then we should start." Lily replied simply.

Remus had been thinking this whole time when he interjected, "I agree, but not with that name. We're not misfits… except with the Slytherins, and the name is so… five years old."

James nodded his head, "What about… The…" he said, drawing out the last word.

"The… what?" Sirius asked stupidly.

"Well, I don't know, you think of something! I came up with 'The'" he said, cherishing the word.

"The….Pixies?" Lily asked with a giggle. The boys cringed, then started throwing out possible names.

"-The Fearsome Foursome?"

"-The James' Jugglers?" he suggested, everyone stared at him for a moment, then continued.

"-The First Year Friends?"

"-The Tornado Thrashers?"

"-The Mischievous-ers?"

"-The Marauders?" Lily gasped, the four of them repeated it together, "the Marauders…"

"I love it!" James said happily.

"I think that's the best one." Remus said, happy that they weren't the pixies.

Sirius was just staring into space, then he took out his wand and wrote 'The Marauders' in the air. It shimmered there for a minute, and the four friends- the four Marauders, smiled at it. They were going to have fun with this one.

Lily had a demonic smile on her face, "When do we start making mischief?" she asked, clearly looking forward to that part the most.

James laughed, "After we finish your pizza?" he suggested. Sirius crammed the last of the fries down his throat, and Remus finished the only piece of pie he got while James and Lily tore the pizza apart.

"Now," Lily said the instant they were finished, "I think we ought to find out the other houses' passwords. We'll follow one until they get to wherever their Common Room is, get the password and meet up back here. Sirius, you get Ravenclaw, Remus, Hufflepuff, and James gets Slytherin!" she exclaimed, then her face fell slightly, "Oh." She said quietly. The three boys were already on their way out the door, and none of them saw her disappointed expression.

"Oh yeah," Sirius said thoughtfully, then he swooped over and picked up Lily, "You're coming with me. You know those Ravenclaws, they get kind of scary!"

Lily giggled and said "All right, but you're going to get very tired carrying me all the way,"

Sirius shook his head, "Nu-uh, you're really light. I'm amazed all that food fits in you!" he exclaimed.

"Well, it might be a little tough to spy on people if I can't walk." she replied with a grin. Sirius sighed and let her down, then they made their way to the Great Hall, from which they decided it would be best to catch a Ravenclaw.

They didn't have to wait long. Soon George Anderson left the Great Hall, and Lily and Sirius were close on his tail. They followed him past the marble staircase the Gryffindors usually took, and down a dark corridor. They crept down the hallway after George until he stopped abruptly at a small stone statue of a raven.

He pulled the third talon/claw, said "Litenso" Then, the raven flew away, revealing a door handle. George pushed it open. Lily mentally recorded the whole thing, then they went back to the boys dormitory to wait for the others.

They heard a not-so-nice comment by a first year girl about girls in boys dormitories and what they were really doing in there. Sirius glared at her, but Lily just walked past her, trying not to pay attention.

"Did you even hear that?" Sirius exclaimed angrily when they got to his dormitory.

"Of course I did! that's all I hear! But…" Lily began, then her face fell and she looked as if she was about to cry, "I've never had such good friends and…" she sniffed, "I wouldn't give you up if I had to deal with them the rest of my life!" she sank down onto Peters bed. That one was hers whenever she went up there, which was almost always, and when Peter wasn't there, which was always.

Sirius sat next to her and put an arm around her. "Lily, I… I didn't know," he said quietly, Lily hugged him back and they sat there for a few minutes, then Lily sat up, took a deep breath and gave him a little smile.

"You see? You guys are perfect…" she said quietly. Sirius smiled at her, then the other two Marauders walked in.

They soon learned that Slytherin common room was a dark wall near the dungeons, and the password was dragon leg, that Hufflepuff was just outside the trophy room, and the password was Helga Hurry they already knew the Gryffindor password, so they decided that they would just have to start their mischief and general Marauding the next day. The first day of winter break.

Lily elected to sleep in the girls dormitories that night. She wanted to be there at least some of the time, and at least make a very small effort to make friends with her dorm-mates as well as her fellow Marauder.

"Hey, girls," she said upon entrance.

"Look, it walks alone," one of the girls said cruelly.

"Why are you here? Get dumped?" another girl asked snottily.

Lily was shocked that people could be so mean all the time, but wouldn't give them the satisfaction of her getting upset, so she changed into a cami and a pair of boxers and climbed into bed.

"Why is she even here?" she heard one of the girls say.

"She doesn't belong in Gryffindor. Is Slytherin open for sluts too?" She heard another say.

This one got to her, and a tiny tear leaked from her eye. After about a half an hour the other girls fell asleep, and the instant that Lily heard their breathing even out, and somebody start snoring, she climbed out the window. She performed a rather difficult bit of acrobatics, (she had been in gymnastics since she could walk) and climbed onto the roof.

She sat down on the roof, as close to the edge as she dared, huddled her knees to her chest and cried. She cried for the girls in there, she cried for her sister, she cried for her helplessness in both cases, and when she was all cried out she straightened herself, took a deep breath and climbed back into the window.

"Did you guys hear that last night?" James asked Remus and Sirius. Last night, around eleven, he had heard somebody crying.

"Uh, yeah," Sirius said. He knew who it was, but he was the only one in the group who had ever heard Lily cry, so he was the only one who knew that it was her.

They were standing in the Common Room, waiting for Lily to come downstairs. "What was it?" James asked stupidly, Remus knew that someone had been crying, it was only James who was completely clueless.

Sirius considered telling James that it had been Lily, but decided to let him figure it out and focus on where she was and how she'd gotten there.

"Don't say anything to Lily, all right? Don't scare her." He said, not wanting her to be embarrassed.

"Oh," James said, "You're right."

Sirius could've sworn he heard Remus sigh in relief, but he didn't think much of it because just then his stomach growled very, very loudly. On cue, Lily stepped into the common room0

She had been disappearing for hours at a time, whenever she could get away with it, running off to the Hogs Head Pub, which was a not so pleasant bar in Hogsmead. Not that anybody knew where she went, or even that she went. Not even the boys.

All three of them were facing the stairs and so didn't see her sneak in the painting. She snuck up between Sirius and James, and whispered, "What are we waiting for?"

All three boys jumped and Sirius gasped. They turned to see Lily laughing, and Remus with a large smile. James picked her up and started tickling her. Sirius joined in, to get back at her for scaring them, but Remus just stood there, smiling at all three of them, thanking his lucky stars that he had such great friends.

"Remus!" Lily exclaimed, pleading for help.

He stepped up and pulled her out of the heap of people, set her straight then suggested that they go have breakfast. This was all that anyone needed. They all ate like animals.

They all raced down the to the Great Hall and plopped down at Gryffindor table, Lily was the first to notice.

"Um… guys? We're the only ones here…" she said nervously.

The three boys looked around and they were, indeed, alone, Sirius smiled, "Good," he said "We don't have to worry about any Slytherins now." They all smiled bravely. This was the emptiest they had ever seen the place, and it was a little weird.

"Where were you this morning?" James asked, suddenly remembering that she hadn't been where they thought she would be.

"Oh… I was just… exploring…." Lily replied nervously. She had indeed been exploring, only half lying, she had been exploring Hogsmead around one or two a.m., but she had gotten confused coming back. If she hadn't gotten lost, she would've been back before anybody noticed she was gone.

"Exploring?" Sirius asked through a mouth full of toast, "Where?"

Lily looked slightly frightened, "just… around," she said quietly. She had happened upon an acromantula, actually, on her way back to the school, and had only just managed to get away. She didn't want to admit to the boys that a spider had almost killed her, then she would seem weak. It was bad enough that she had already cried in front of Sirius, and didn't particularly want to seem any more like a girl than she had to.

James was reminded of the crying he had heard the night before, and it dawned on him. Lily. "Um, how did it go last night?" he asked nervously.

Sirius looked like he could've killed him. Why would you remind her of that? Sirius understood that James had a crush on Lily, and that it made him say very stupid things sometimes, but really, that wasn't fair.

Lily looked down at the orange in her hand. "It was… all right," she said quietly. Sirius was glaring at James. Oh no, she thought, he knows.

"Oh good because… because I was worried about you," James said quickly. Lily looked up. It was sweet of him to be worried, but that just proved her point that they thought she was weaker than them.

"Oh… well, I was fine." She lied. The three boys exchanged glances. Now they all knew she was lying, but why? That, they didn't know.

Remus cleared his throat, "So… where are we exploring today?" he asked loudly, hoping that James would take the hint and change the subject.

Unfortunately, James was never the kind that could pick up on these things, so he asked Lily, "Where did you explore this morning? You must've been gone a long time,"

Sirius almost groaned, but just as he was about to tell James to shut up, Lily replied. "Actually, I did leave early, it wouldn't have taken me so long but I met an acromantula." She didn't care if it made her sound weak. He wanted to know so bad? She'd tell him.

Remus sputtered, James stared and Sirius choked out "An acromantula??? Lily! Are you alright?"

"I'm fine. Honestly. You think I've died since we started talking?" Lily snapped.

Sirius was half furious, and half concerned, "Lils, why didn't you tell us?" he sputtered.

"I didn't…." Lily began quietly, "I didn't want you to think I'm weak. What with yesterday… and last night… I don't know, I just…" then she realized that she had just told them that she had been crying last night. She froze and her eyes widened. Remus put his arm around her and so did Sirius, James was still staring stupidly.

Sirius almost tried to joke to make it less stuffy and uncomfortable, but only managed to say quietly and gently, "How did you get onto the roof?"

Lily looked at him for a moment then smiled hugely and started laughing. "That's what you want to know? It's not that hard, you just climb out the window and-"

"Out the window? Lils, it's got to be a hundred feet up!" Sirius explained.

Lily raised an eyebrow, "So? You just climb out the window and there's a pretty useful bit of stone that makes an excellent ladder. You just sort of… climb up…? My window's not that far from the roof anyways." She said quickly.

James clapped a few times, then Sirius and Remus joined him and soon there was a round of applause going. Sirius shouted a few catcalls and Lily took a bow. She giggled slightly, which made Sirius feel better. He didn't like his favorite girl to be upset.

"Come on!" Lily said excitedly. The boys stood and followed her out the Great Hall and up to where she thought the Room of Requirement was. "It should be right around here. What do you want it to turn into?" she asked quickly.

"Food!" Sirius said happily.

"Sirius, we just ate!" Lily exclaimed.

"What about ideas for pranking the Slytherins?" James suggested.

"a Marauders club house…" Remus thought out loud.

Lily liked the sound of that. She started pacing, with the boys behind her, muttering "a Marauders clubhouse, supplies, ideas, books, a Marauders clubhouse," then Sirius stopped and grabbed her arm. There in front of him was a golden door where wall had been not two minutes before.

James glanced back at them, then pushed the door open and stepped inside.

A/N- Haha! Tiny little cliffie.

This chapter needs a tiny bit of explanation. Basically, Lily's sneaking around without her buddies knowing about it. They don't know where, but it's giving her a better picture of the school, and Hogsmead. Which, if you'll remember, only third years and up can go to. So…Lily Evans is breaking school rules!

Oh, and I borrowed the roof thing from…someone. If it looks similar to your idea, and it's the story that I remember reading it in, I'll be glad to credit you.

Love it or hate it, at least tell me why.

DANI