Hey guys! Thanks for keeping to read even though my updates are so spread out. I appreciate it. Harsh and brutally honest reviews are welcome!

Also, sorry, this is just another character growth chapter. Nothing too exciting between James and Lily, but I felt it was needed.

Anything you don't recognize belongs to The Beautifully Talented J.K. Rowling.


Nearly a month had skittered by and books were weighing down a struggling Lily as she trudged toward the common room, hoping to finish some of the mounds of homework the teachers had set upon the students. As soon as she stepped through the painting, Potter – who was surrounded by girls – instantly straightened himself and started creating water shapes from his wand. They formed bubbled animals such as an owl, elephant, rat, and tiger. He grinned over at Lily, whom he knew had been having trouble working on their water charm to begin with.

She shot him a sly look and called casually over to Lupin, "Oh look Remus, Potter's finally found where he belongs. In a zoo. Surrounded by animals for people to goggle at."

Remus struggled to hide his creeping smile as Sirius howled with laughter. "She read you like a teacup James!" he called over.

Potter shot Black a look that quickly sobered him up. Then he turned to smile back at Lily.

"Maybe. But only if you promise to be my zookeeper. It can get pretty wild in there." He winked and she rolled her eyes in response.

All the girls surrounding him sighed longingly and shot glares in Lily's direction.

Sheesh, I don't know what their big deal is. It's not like I tell him to say these things to me.

Entering the corner where her two friends were sitting, Lily stuffed her Slughorn Christmas Party invitation into her bag and plopped on a couch. She then proceeded to work while Mary busily tried to interest her and – a rather distracted – Alice in the latest Hogwarts news.

"Alice? Alice? Haven't you been listening?"

"Mmm? Oh. Sorry." Alice turned slightly pink in a very un-Alice like manor.

Lily sat upright and stared at her mellow friend. "Alice, are you blushing?"

"What? Am I?" She looked almost amused with herself, as if she hadn't known she was capable of such a thing. Mary was practically beside herself. "All right Levily, spill. Spill like you're on Veritiserum defending you're case for Azkaban. Who are you thinking about?"

"Mary, how can you be sure that she's thinking about anybody? It could be a something," Raven said.

"No, that is a crush blush," Mary pointed accusingly at Alice's face.

Lily raised an eyebrow skeptically. "A 'crush blush?' I don't think tha-"

"Yes Evans, it's perfectly clear. Look, it's written all over her face."

Lily turned back to stare at Alice and her eyes widened incredulously, seeing her friend wasn't even paying attention anymore. She was staring at someone in the common room, but with so many people, it was hard to tell whom.

"Ok Mary, you might be on to something here."

"Alice. Alice!" McDonald snapped her fingers repeatedly to make distracting noises and Alice turned calmly toward her.

"Yes Mary?" she asked in that gravely voice of hers.

Lily sat up eagerly. "Well come on then Alice! Tell us who it is."

Alice shrugged. "That Remus kid."

Lily's jaw dropped and Mary squealed with delight.

"Oh you've finally found someone to take an interest in! I'm so happy I could cry." Mary pretended to wipe away misty tears.

"Re-Remus?" Lily sputtered out, completely shocked.

"Actually . . ." She thought for a moment, her brows creasing.

Wow. I definitely didn't see that coming. Weird how quickly she told us, I know if I were falling for anyone – a Marauder especially – that secret would be locked and guarded. Though then again, Remus is the most . . . calm of the group, to put it nicely. Lily nodded slowly. "I can see that happening. You guys are both so nonchalant about everything . . ."

"They'd make the perfect couple," Mary gushed. "Oh you have to go speak with him at once!"

Careful Alice, if you don't watch your back Mary'll have your wedding planned within the week.

Alice quirked an eyebrow. Lily understood immediately.

"Mary, it's not like she can waltz up to him, profess some undying love, and start snogging him all over the place."

"Yes, but she can actually talk to the bloody bloke! She'll get no where if she sits around and does nothing about it."

"She has a point there," Lily looked pointedly at Levily. "Maybe I can properly introduce you." She beamed at her brilliance. "What are you working on right now?"

Before waiting for an answer Lily leaned over to read the title of Alice's textbook.

"Herbology. Perfect, I'm no good at that stuff. Come on then."

Ignoring their confusing looks, Lily pulled Alice up off the couch and half-dragged her over to where the Marauders were lounging. Sirius was giving Potter "advice" on how to impress the swarms of idiots surrounding them, Peter was trying – without much luck - to nervously talk up some third year, and Remus – of course – was minding his own business, head bent in a book.

"Just play along," whispered Lily. Alice shot her a scared look that Lily ignored.

"Ah, Remus. Just the Marauder I was looking for."

Potter fought his way past half a dozen second years to stand on Lily's right and lean his elbow on her shoulder. Sirius seemed to be eyeing Alice curiously from his position on the window seat.

"And why isn't that me Evans?" Potter asked.

Lily smacked Potter's arm off painfully and completely disregarded his presence altogether.

"Alice – Remus, Remus – Alice. Listen, I've got to meet somebody –"

"It's not Welmount is it?" Potter interrupted.

" – And Levily here is hopeless in the ways of – "

"No? It is a bloke, isn't it? Old Snevillus Greasy maybe?"

" – Herbology. You wouldn't mind helping her out with that dreadful essay due Tuesday, would you?"

It was quiet for a few moments as Alice held the most mortified face that she her features could manage (meaning it was barely noticeable) and Remus looked a bit shocked. Potter turned to Lily in the silence.

"He's taller than me, isn't he?"

Lily shot a glare at the Quidditch chaser but turned back hopefully to Lupin.

"Please Remus, for me?"

His surprised face melted into a tiny smile as he chuckled. Three quizzical expressions turned to meet him.

"I know I owe you from last year Lily, but you didn't have to pull that card." He turned to Alice and dipped his head in a bow. "I would be honored to assist Miss Levily in any way I can."

Alice turned fairly pink again. Lily thought she saw the corner of her friend's mouth twitch. It would be a great feat indeed the day a boy could get a full smile from her lips.

Potter meanwhile was shooting suspicious glares between Remus and Lily. "Why does he owe you?"

Lily looked at him for the first time, smirking mischievously. "Wouldn't you like to know. Let's just say I helped him with a little . . . after school project."

Potter gaped at her as Remus chuckled. He and Lily both knew it was because she helped Potter out with his whole 'Sirius-to-Lily' problem, but it was just too ripe of an opportunity to pass. Messing with Potter was so easy sometimes.

Peter whistled, low and long.

"Merlin Evans. That's hot," came Sirius' voice from across the room. Potter glared at him, gritting his teeth.

Lily turned back to Remus as if nothing had happened. Yet she still could completely hide her confident smile.

"Great, thanks, loved to stay, but gotta go!" Lily bounded for the portrait and unusual feeling of exhilaration and energy flowed through her movements as she completed her matchmaking deed. She didn't actually have anywhere to go of course, it was just time for her to make her exit.

"I bet he can't create water animals!" Potter yelled after her.

Lily was happy to report that since she "introduced" the two, Remus and Alice spent almost as much time together as Remus did with the Marauders. For a while Lily and Alice had to keep making up excuses for Remus to help the beautiful witch – which Lily was much better at than her roommate– but it quickly proved unnecessary. He seemed quite willing to spend hours bent over each other while talking quietly. Mary demanded daily updates of Alice's progress each night before turning out the lights. Lily was quite content to hear that they steadily advanced from talk of plants to other topics of interest. It seemed as though they grew closer by the day.

Yet, every time Lily spotted Remus alone, or having just left Alice's side, he seemed overcome with himself with worry and guilt. If Alice said something particularly nice a twinge of shame would sweep over him, where he would then cover it up before he thought anyone noticed. Only when he was with the Marauders or Alice did he not showing signs of grief.

The other Marauder's moods all varied in degrees. Sirius became irrefutably bad tempered whenever the two studied together and always managed to make an excuse to leave. Potter seemed fairly content with their arrangement because it allowed Lily more free time with only two best friends to divide her attention between, instead of three. Meaning he could bother her nearly twice as much. Peter seemed rather put out at Remus' accomplishment and was trying more than ever to succeed in winning over some poor damsel. Lily wondered if he secretly thought that his getting a girlfriend (or coming up with a fail-proof prank) would be the only way to fully be lifted to the other three's stature.

One day, several weeks into the process, Alice silently glided into their room and stared out the window, a display of sadness etched into her features. Her face was rather blank and ghostlike; a hallow expression of sorrow.

Lily sat up immediately, whilst Mary and Raven looked toward their roommate.

"What happened!"

It took a moment for Alice to come out of her trance. She just turned mutely to look at Lily, a single tear gliding across her cheek.

Mary and Raven gasped and promptly prodded her for details, but Lily already knew what the cause was. Without so much as a coaxing word to Levily, she shot up from the bed as if electrocuted.

"REMUS!"

Potter and Black tumbled to the floor from the armchair they had been wrestling over and Peter squeaked frightfully. Lupin merely raised his head from a book, but Lily could see the distress in his eyes.

"Remus. John. Lupin." she forced through clenched teeth, "You get yourself over here right now and tell me what the bloody hell happened!"

The other three Marauders' heads followed his retreating figure as he tracked after the enraged redhead into a deserted corner. She flung around so hard her hair whipped across his face leaving faint pink marks in their wake.

"What - the hell - happened?" Her voice shook with rage as she spat out the words venomously into Remus's face. Her threatening whispers were much more terrifying than any scream admitted from her mouth could manage.

If this had been anybody else, they would have already be lying dead at her feet. But considering that Remus was a dear friend, Lily felt that she at least owed him the chance to explain himself before she chose whether or not to take his life away.

Where anyone else would have flinched with fear, Lupin merely swallowed and stepped back evenly.

"Exactly what situation are you talking about Li – "

"Don't you dare play dumb with me Remus Lupin! Do not insult my intelligence. I am talking about Alice. Alice Levily. The girl who has spent weeks fancying you and just came into my room, crying."

His mouth actually parted in shock. Remus quickly tried to compose himself but the inevitable look of guilt was as clear as Potter's failure to win the armchair. A look which gave her distinct satisfaction.

"So you do have a heart. Good," she sniffed. "Now tell me, what. Happened."

Remus clenched his jaw and avoided looking Lily in the eyes. Instead, he turned to face out the window overlooking the grounds. As his eyes scanned the outside world, they filed with an incredible sadness almost equal to Alice's heartbreak.

"I . . . told her I thought it would be best if we didn't spend any more time together." He held his voice steady, carefully annunciating each word.

"And why in the name of Merlin did you tell her that?"

Lily thought that when he grazed over the Whomping Willow his features hardened for a moment. He set his jaw and looked squarely to her face.

"It was better. For the both of us."

"Liar."

"Fine then, it was better for her . . . I didn't want to see her get hurt." The shot of pain that ran through his eyes was so deep that Lily wanted to embrace him in her arms and comfort him. Then she remembered she was still mad at the prat.

"How is breaking her poor guarded heart not hurting her! She was crying Remus. Alice. Was crying."

Lupin made a small noise of agony and turned back to the window to hide from meeting Lily's intense stare again. When he spoke, his voice sounded trapped, tortured as he struggled for the words.

"I – I didn't mean for that to happen - she wasn't supposed to – I mean, we weren't supposed to – I shouldn't have agreed with this to begin with – letting it carry on so long – it only just hurt her more I suppose . . . I only hurt her more . . ." his voice trailed off with the final sentence, and in it held the misery of a lifetime.

Lily's gaze softened.

"Remus . . ." she coaxed pitifully. "You can't think like that. What would be there to hurt her other than you?"

Lupin's head snapped back to Lily.

"That's exactly who would be hurting her Lily. She deserves far better than me! Than – Than this. You don't understand –"

"Then explain it to me! Explain it to her!"

"It's not that simple!" He gave a cry of frustration and pounded the glass with his fist. Lily's mouth hung open. This was the most emotion she'd seen in every one of her years of Hogwarts from the two most emotionless people she new all within the same fifteen minutes.

Remus seemed to have collected himself but he spoke through tight, thin lips. "I'm sorry. That was uncalled for."

Lily nodded in understanding. Every scar and crook in his face was outlined in the shadows, making him look far much older than any mere student.

"Look Lily, I . . . can't be in any kind of relationship like that. I know you don't understand, and she doesn't understand, but I need you to trust me. Trust me as your friend in knowing that this – this is the only way for me to make sure Alice stays safe."

Lily sighed sadly and looked at her withering friend.

"Remus, you know you're like a brother to me, and I do trust you, but honestly, can't you even tell to her why it will never work? She deserves to know that much."

Remus gave a pained look. "No," he said flatly. "She can never know. It's for her own good Lily," he added wearily, seeing her fierce expression returning.

He walked back to his confused friends and, ignoring their pestering questions, reopened his book and buried his face in it.