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"Oh dear," He commented quietly as he got to Sirius. "Perhaps you should add a bit more Jobberknoll feathers. And did you remember to add fish oil?" The blank look in Sirius' gray eyes told the professor quite loudly that the answer to that was no, and he moved on, making a small noise of disapproval.

"Oho!" Sirius mimicked, raising his voice a full octave as soon as Slughorn was out of earshot. "I'm gonna pour this sludge on his head," he muttered, gesturing to his mud-coloured attempt of the memory potion.

Disclaimer: Anything you recognize belongs to the brilliant JK Rowling, as always.

xxx

"Boyfriend problems?" Alice asked lightly, pushing around a mound of dirt with her foot, and digging up even more dirt in the process.

"Ex. My ex-boyfriend," Lily corrected, glancing carefully around the tree again. She felt slightly absurd, all but hiding behind a tree in the courtyard to avoid a boy. Not hiding, she told herself, buying time. She had been under the impression that their relationship was just a little sixth-year fling. She had quite enjoyed his company, but she didn't like him. At least, not the way she felt she should in order to continue dating him. Apparently, Benjy Fenwick had an entirely different opinion of how their relationship was. He had been casually walking by, saying hello, and giving her that look - you know, the one that meant he was gathering what nerve he possessed to ask her out again.

She had successfully convinced herself that the reason why she was hiding behind this tree was because she liked Benjy - as a friend - and respected him. He deserved a proper and merciful response, when he asked her out again. A response that ultimately meant 'no,' but ... kindly. And of course this was simply a quiet place conducive to that kind of thinking. Yeah. That sounded good.

"Why would he even think I'm interested?" Lily found herself asking, picking up a piece of grass and slowly picking away the ends of it, causing the inside of her nails to be stained green.

"Well, why aren't you interested?" Alice questioned, pushing a piece of dirty blond fringe behind her ear. It was a moment like this when Lily wished Alice hadn't been the one to stumble upon her. Alice had the habit of asking Lily questions that she wasn't prepared to answer while she was distressed, whereas Mary would usually listen until Lily had gotten everything off of her chest before offering what was usually very helpful advice.

"I -"

That was an excellent question. Why wasn't she interested? He was a handsome ravenclaw with kind brown eyes and a witty sense of humor. She'd very much enjoyed his company. It's just... Lily had always been a bit of a closet romantic. She perhaps wouldn't strike one as the type, but she felt that there was something missing with Benjy. Something vital.

"There's just no... spark. Yeah. I like him, but I like him like I like Remus, or Frank," she said, shrugging and tossing the peice of grass she'd been destroying into the air, where it fluttered to the ground. Alice nodded in understanding, though she felt a warm, happy feeling in her stomach at the thought of Frank. They had been dating for months, but she still felt all goofy at the mention of him.

"It's best you're just straight with him. Tell him you just don't want to have a serious relationship with him," Alice pushed her giddy thoughts about Frank and the way he made her feel to the back of her mind so that she could be a better active listener. This is about Lily, she reminded herself.

"Right. Straight-forward. I can do that," Lily was trying more to convince herself than Alice.

-:-

"Because I - I'm going with James Potter," Lily spouted off quickly as soon as Benjy asked her to go to the Hallowe'en Ball with him, unable to think of anything else in such short notice. She wished as soon as she had said that that she could snatch the words back. Not only was it an outright lie, it was an absolutely ludicrous concept. What would Benjy say when he found out she was not going to the ball with Potter? The ease with which she had been lying lately was alarming, and this time she was doing much more harm than good, she was sure. Why couldn't she have just heeded Alice's advice, and told him straight up that she didn't fancy him? Never matter, it was too late now.

Benjy had the expression one might wear after having been beaten over the head with a broomstick. He was positively flabbergasted. His tan skin masked it well, but Lily couldn't help but notice that his cheeks had even turned a little peach.

"Potter? Oh. Oh ... Okay. I apologize - I didn't realize -" Benjy's face was quickly becoming as red as crimson, and Lily felt a small embarrassed blush creep up her neck as well. This was totally silly. She couldn't take back her words now, though, so she just nodded uncomfortably, feeling ridiculous. Why Potter? Why oh why Potter, she repeated as she walked across the school lawn, frustrated with herself. She supposed it must be because she thought of him when she thought of the ball. Because she and Potter were planning it together, it made sense. Satisfied with her excuse, she shook her head and tried to distract herself with thoughts of plans for the ball.

-:-

James glanced at his watch for what must have been the twentieth time in the past four minutes. It was six-thirty. Remus was already at the Shrieking Shack, and Sirius and Peter were waiting for him to join them in the second floor boys' bathroom so that they could set off on their monthly sojourn.

As wonderful as his new quarters were, there were certain disadvantages to living in close proximity to an exceptionally intelligent young woman. Lily was sure to badger him about where he was - it's not like she wouldn't notice him not being around at all tonight, and she had asked him something strange this morning. It was as though she was on to them.

They had been in Charms class, and she was helping him with a particular charm when she suddenly asked about Remus.

"Where has he gone?" She had inquired, suspicion behind her beautiful green eyes.

"His aunt is ill, he's gone off to see her," James had said automatically; it had been the same story since they'd begun to cover for him, and usually nobody asked any questions beyond that simple answer. Lily certainly wasn't nobody.

"She sure is ill often," Lily had said, looking back at her wand as though she were thinking about something that she was afraid he'd guess if he saw her eyes.

James stole another glance at his watch, but the second hand seemed to be moving even more slowly than usual. When Lily entered their common room, she had a very odd look on her face. It was impossible to place, and James was instantly curious as to what she was thinking about - at the same time a bit wary about what that may be.

"Er, James..." She began, a little blush creeping up her face. James sat down, momentarily forgetting the rush he was in.

"Yes, Lily?" He answered; he said her name at every opportunity now, even in sentences where one usually wouldn't bother saying somebody else's name. The fact that she responded when James called her 'Lily' was still a novel and beautiful concept to him. Lily dropped her bag and walked over, sitting across from him.

"We're friends now, right?" She asked delicately, looking a little uncomfortable. James nodded slowly, hoping his eyes weren't giving away the excited backflips his stomach was doing - he'd never really thought about it like that. Lily and I are friends. He certainly liked the sound of that.

"Yeah, of course ... why?" He added quietly, curious as to where this was going. He needed to think of a reason to get out of here soon, though. It was so much more dangerous to get into the shrieking shack after Moony already transformed, and he didn't want his friend to be alone for too long.

"May I ask you a sort of odd favor, then?" Lily's words were slurring together quickly in an uncharacteristic bout of nervousness, and her face was quickly coming to resemble her Auburn hair.

"Er, sure. Can't be more odd than some of the favors Sirius has asked me." James quipped in an effort to make her feel comfortable, though he also began to tap his fingers silently against the chair's armrest, anxious to get to Moony.

"It's pretty odd," Lily admitted, seemingly steeling herself for a moment though her cheeks were still quite red, and clearly oblivious to how anxious James was to finish this conversation. She pushed a bit of hair behind her ears and plunged into her question. "Er, you know the Hallowe'en Ball?"

"Yes," James said slowly, raising an eyebrow minutely. He stopped tapping his fingers, curiosity hooked.

"Er... Would you... maybe... I -" She broke off and shook her head. "Let me start again. You know Benjy Fenwick? We were going out last year for a spell. Well, we broke up in June, and I thought that was that. But he just asked me to go to the ball with him, and I wanted to kindly say no, but I accidentally said I was going with you." She looked at him expectantly, holding her breath after that ridiculous story.

James was gob smacked. His face was frozen in an expression halfway between disbelief and laughter. He wasn't sure whether she was joshing him or if she was actually serious. Finally, he settled on smiling his usual lopsided grin.

"Okay, Lily ... what made you say that when he asked?" He wasn't intending on making her even more uncomfortable; he was genuinely curious. He had spent the majority of his Hogwarts tenure harassing the poor girl, and now the first name off her lips when she's thinking of an excuse not to go to the ball with someone else, is his? James stopped his mindless tapping on the chair's armrest and waited more patiently than before, though he was quite eager to know the answer.

Lily shifted awkwardly in place, averting her eyes to the floor for a split second. "I dunno. You're my friend, and ... a boy ..." She said, somewhat lamely.

"Well, okay, then! Sounds all right to me," James stood up and glanced at his watch again. It was nearing seven o'clock and he really had to get going before Sirius came flying up to the common room and ruined everything.

"It does?" Lily questioned, surprised. She had expected him to say no point-blank, or perhaps to burst out laughing.

"Yup. Well, I'm off to bed," James yawned loudly, stretching his arms above his head. He turned off toward his bedroom, as another plan had popped into his mind as he was speaking to Lily.

"Already? It's only seven o'clock ..."

"Yeah, I'm exhausted - I was up all night last night writing an essay in my room," he lied, eager to get to his plan quickly.

"Oh. Well, all right. G'night then ... and James?" He stopped and turned slightly back toward Lily, who was half-way through pulling her books out of her bag to put on the table to study from. "Thanks."

-:-

James stuffed his broom in the cramped broom cupboard, a little wary of having to mix it up with all of those dodgy school brooms. But he had needed to bring it in order for his escape plan to work, and he had to deal with the downfalls of said plan. He carefully closed the door to the cupboard and strode quickly up the hallway before taking the stairs two at a time to get to the second floor. He had taken his broom and flown out of his dormitory window, landed in the courtyard of the school and snuck inside. All to avoid Lily's questions. Luckily, his plan had gone quite splendidly. He pushed the door to the boys bathroom open and was quickly greeted by Sirius and Peter.

"Merlin, mate, we were about to send a search party," Sirius called, letting out a small bark of laughter. Peter nodded in agreement.

"What took you so long? We were just thinking of ways to get you without Evans noticing." Peter glanced at his watch, which was so tightly strapped against his chubby wrist that it made a visible indentation and was possibly impeding the bloodflow to his fingers. This didn't seem to bother him, but the time did. "We've got to get a move on, poor Moony's probably going mad already." Without another word, his ears seemed to be shrinking into his head and brownish grey hair was sprouting from his every pore as he quickly shrunk to the ground. Mere seconds later, a rat was in the place their friend had been previously occupying. It was much easier, now that the boys were quite a bit bigger than they used to be, for only James and Sirius to go under the invisibility cloak while Peter scuttled along in the shadows as a rat.

Moments later, James pocketed his invisibilty cloak and if someone were to look in the courtyard at that precise moment, they would see an enormous jet black shaggy dog, a large stag and a small rat flying across the moonlit lawns.

-:-

Saturday morning, Lily awoke bright and early; it was a Hogsmeade weekend, and she and Mary were going to look for some clothes that could be used as Hallowe'en costumes - perhaps with some help from a charm or two. She hurriedly got dressed into comfortable trousers and an heavy sweater, happy to be out of her school robes for a change, and headed down toward the common room. She noticed briefly that James' door was still closed again. Odd. He had gone to sleep very early the past two nights, and Lily felt her suspicions becoming more solidified. Remus seemed to get very ill and then go missing about once a month. Last night she had felt her paranoia gripping her even more intensely as James went to sleep suspiciously early again, and she'd gone off to check what phase the moon was in. It sounded ridiculous even as she thought it, but was it possible that Remus could be ...? No, that's silly, she admonished herself, almost laughing at loud at the absurdity of her imagination. Still, she couldn't quite shake the feeling that something wasn't quite right with him, as sweet as he was. She shook her head, vowing to figure it out at some point, but not now. Now she had to focus on shopping and fun - life had been far too serious lately.

She arrived at the Gryffindor common room more quickly than usual, and was surprised to see that Mary was not only walking upright with the living, but fully dressed to boot. She was chatting away with Isabelle Hopikins, a Gryffindor chaser, and Alice, who also looked bundled up for the weather, and let out a happy squee when she spotted Lily entering the common room.

Less than twenty minutes later, Lily and Mary were parting ways with Isabelle and Alice at the entrance to Hogsmeade. The latter two girls were going to have a nice warm butterbeer at the Three Broomsticks before heading out to shop, while Lily and Mary had decided to head straight to Gladrag's to get some costume material.

"We've decided to have a costume competition for house points that the teachers will judge, so make sure you get something good," Lily informed Mary as she was greeted with a warm blast of air upon entering the shop.

"I already know what I want to be!" She announced, flouncing over to a nearby rack of dressrobes, her cheeks flushed. Lily followed closely behind her.

"What do you want to be then?" She asked, tugging at a bright periwinkle set of dressrobes which were absurdly frilly, but very soft.

"A faerie!" She giggled, dragging several limegreen and pink dressrobes from their racks and examining them closely. She stuck two of them back and grabbed a third, this one a pale yellow one. "What do you want to be?"

Lily shrugged, looking slowly through several of the dressrobes - most of which resembled quite closely muggle dresses - and pulled out a pale blue dress, before making a face and putting it back. "I dunno... I tend to not be creative about these kinds of things..." She pulled out another dress, this one an emerald green. It was quite pretty and she loved the color, but she had no idea still what she wanted to be, so she started to put it back on the rack. Before she could get it on the hanger again though, Mary snatched it from her grasp.

"Lily! Go try this on! It's gorgeous." She handed it back to Lily and pointed her in the direction of the dressing rooms. Lily looked the dress over again; it was quite pretty. It was full length and elegant, with a bit of fabric that fell over the shoulders and across the top of the chest. Lily decided to go over to the dressing room and try it on, at least. She had enough money with her to buy a pretty dress.

Less than five minutes later, she was examining her reflection in the mirror, running her hands over her stomach to flatten the fabric and tugging at every part of it to make if fall right. All of this was pointless, of course - the dress fit her perfectly, and brought out her deep green eyes beautifully. Somehow she couldn't help but to feel self-conscious, though, and it wasn't until Mary started shouting through the curtain to the dressing room for Lily to come out and show her what the dress looked like that Lily finally took a deep breath and pushed open the curtain.

Mary, who was already changed into the lovely pale yellow dress and had been in the process of twirling around in front of the mirror, let out a happy squeel when she saw Lily, and ran over to meet her.

"Bloody hell, Lily! Look at you! You look sexy!" She giggled as Lily's cheeks turned red. "Oh Lils, you must get that. It looks gorgeous with your eyes." Lily glanced at her reflection in the mirror again, and decided Mary was right; something about this dress was sort of flattering to her. But she didn't even know what she wanted to be. She told Mary as much.

"So what! You can figure that out later, all you have to do is transfigure that a bit to change it up."

Nearly an hour later, after Mary had tried on a dozen dresses only to decide that she liked the pale yellow one the best, Lily found herself paying for the emerald dress. After a long day of shopping, it seemed appropriate to head off to The Three Broomsticks for a spot of lunch and butterbeer, so they bagged their dresses (after charming them not to wrinkle) and headed through the blistery cold once again to the pub.

The first people that Lily spotted upon walking into the Three Broomsticks, were the Marauders, sans Remus. They were speaking in hushed tones and each had heavy bags under their eyelids. Lily felt her earlier suspicions jump to the front of her mind once again as she strode over to them, Mary trailing behind. Unfortunately, also her conversations with Benjy and James from the day before jumped to her mind, and she knew she would have to fill Mary in on the situation and hopefully get some sort of advice, but for now she was curious to know why James looked so exhausted when he had gone to sleep at six o'clock the previous night.

"Hello, boys," She greeted as she got to their table. They all stopped talking at once and turned to face her.

"'Ello, love, what brings you to our table on this fine day?" Sirius asked, grinning cheekily. He promptly flinched, shooting a glare at James, who Lily could only imagine had just kicked his mate from under the table - rather hard, from the expression on Sirius' face. Lily glanced behind her to see if Mary was still there, but her friend had gone over to the bar and was speaking to the person behind the bar. She turned back to the Marauders, specifically James.

"Where's Remus? I - wanted to ask him about the Defense Against the Dark Arts assignment. I thought he'd be back by now." She improvised quickly, shocked again at how she was able to simply conjure up a story as though she did this for a living.

James looked a little uncomfortable and shot a look at Peter, who seemed to be attempting to make some sort of misshapen origami figure out of his napkin.

"His aunt still isn't well, I suppose," he muttered, spinning his mug of butterbeer around a ring that was left in the table from somebody keeping a drink in one spot for too long. Sirius nodded fervently in agreement.

"Speaking of Defense Against the Dark Arts, I haven't even started that homework!" Sirius said hurriedly in a rather louder voice than his usual one - which was fairly loud to begin with. "And I want to save some of this butterbeer for Kreacher." Sirius got a scheming look upon his face, "the nasty little blighter gets hammered with just a few drops." He stood up and procured a flask from his robes, which he poured the remainder of his butterbeer into. James jumped up as well and Peter sidled out of the bench and stood up with his friends.

"We should probably get going then, I told Peter here I'd help him with his transfiguration tonight. See you, Lily!" Before Lily could gather her thoughts, they trio was making their way out of the pub and Mary was walking toward her with two butterbeers.

There was absolutely something going on, and she was going to get to the bottom of it.

"What was that all about?" Mary inquired, sliding into the seat Sirius had just been occupying and pushing the other butterbeer across the table, where Lily slowly sat down.

"I dunno... Oh well. I'm sure it's just them being weird or something," Lily hated lying to Mary, but she didn't feel she could tell her what was going through her mind - not when Mary had a massive crush on the person Lily was so suspicious about. And besides, she didn't even know if she was just being ridiculous or if there was something to be suspicious about in the first place. Now seemed as good a time as any to switch the topic to the Benjy situation.

"Remember how Benjy Fenwick and I used to go out a bit last year?" She took a small sip of her butterbeer, enjoying the warmth of it as it traveled down into her stomach.

"Yes," Mary said slowly, clearly curious as to where this was going. Lily sighed and took another sip of butterbeer.

"Well, he sort of asked me to the Hallwe'en Ball. I meant to tell him that I wasn't interested, but -" She felt her face reddening already, " - I accidentally told him I was going to the dance with James." She waited for Mary's shock to settle in, as her friend's mouth was opened slightly, and she imagined if she were in a cartoon, her jaw would be lying on the table.

"You said you were going with Potter? Why him?" She appeared to be genuinely curious, and not to be mocking her, so Lily shrugged.

"Well, I knew I couldn't ask Remus for obvious reasons. Frank is with Alice now, I considered Peter afterword, but it hadn't occurred to be at the time. I'd rather kiss a Hippogryff than ask Sirius, and James is my friend now, so... I dunno, he was the first person I thought of."

"What did he say? You did tell him, right?" Mary seemed to have forgotten about drinking her butterbeer, though she was clutching its handle so that her knuckles were turning white.

Lily nodded, and glanced around the pub quickly; she felt as though the Marauders were listening to her every word somehow and were laughing at her or something - or even worse, what if Benjy was sitting in here? Nobody was there though that she recognized, so she answered her friend finally.

"Yes, I told him last night. He said that he'll pretend to be my -" She searched for a synonym, but couldn't find one. "- date," she finished more quietly. "So now I feel awful for tricking Benjy, and strange to be asking James to pretend to be going with me to the dance - even if it is just as a friend." She wanted to make clear to Mary that this was a friendship thing, nothing else. At least it wasn't as though she was making him pretend to be her boyfriend. She almost laughed out loud at that concept. Lily and James, even pretending to be together was a laughable idea.

-:-

"She was absolutely suspicious!" James muttered as he, Sirius and Peter made their way toward the castle. "You don't understand; she's been asking me strange questions a lot lately. She's not an idiot, Padfoot. She's going to catch on sooner or later unless we think of a better way to sneak out."

Sirius shook his head, pulling his robes more tightly around his body to ward off the cold air. "We've only got one more night this month, and next month you'll be back in the Gryffindor tower. It'll be fine. In fact, why don't you wait an extra hour or two tonight? I can handle Big Bad Moony for a little bit while you grace Evans with your presence, and Wormtail's got the knot in the tree. No worries, mate."

James shrugged grudgingly; it seemed the only way he was going to perhaps get Lily off of his back about Remus. "All right, I suppose we can do it just tonight."

xxx

Hi, all, thank you to those who left a review on last chapter! They brightened my day =) If you have a moment to spare, please drop a review for this one. Thanks! And for my fellow Americans, hope you all had a wonderful Thanksgiving holiday.