The next week back to school was a little uncomfortable for Lily

The next week back to school was a little uncomfortable for Lily. Thoughts kept popping into her head. Thoughts she wouldn't have ever thought of before. Because she had not known James Potter then. But every time she started crying about her parents funeral, she remembered how nice James had been. How he'd admitted he was scared. And a strange feeling came into her stomach, making it seem like her insides were doing flip-flops. This alarmed Lily greatly. She couldn't moon over James Potter. That was what other girls did. The pretty girls with whom James could be seen dancing, or going to Hogsmeade. Certainly he would never be interested in homely little Lily Evans. Lily had never lost her head over a boy. Never. And she'd be damned if she was going to now.

"Come on Lily, we have a free period before lunch, let's go practice flying!" Angelica called, arriving beside Lily out of breath.

"Why are you breathing so hard?" Lily asked, suspicious.

"Wouldn't you be if you'd thrown something slimy and disgusting at Luscius Malfoy?" Angelica demanded, laughing hysterically as she dragged Lily outside to the broom shed.

They opened it up ,and brought out their brooms. Lily's was an older model, FastFlyer 100, but she was very good on it. Kicking off, she and Angelica made a mad dash up, until they were at level with the third story windows in Hogwarts. Angelica rode up higher, but Lily peered in the closest one, and nearly fell off her broom. It was the 5th year boys dormitory, and inside of it, Sirius Black had just transformed into a rather large black dog. She let her mouth hang open for awhile, as he mock attacked a laughing James Potter. As the two rolled around, play fighting, James happened to glance up at the window, and saw Lily. He pushed Sirius off, and pointed to her. Lily took off, speeding past Angelica. She was shaking, hardly able to grasp her broom.

"LILY!" she heard someone yelling faintly, and looked down to see James, Sirius, Remus and Peter on the ground.

She pretended she hadn't heard, and pushed her broom up, climbing higher. She heard shouts, and ventured a look down. James had climbed on Angelica's broomstick as she landed, knocking the poor girl off. Lily was scared, James looked angry enough to kill her. When he got close enough, he reached out to grab the tail of her broom, but Lily shook her head, and went into a dive. James followed, obviously thinking she wanted to land, but instead, Lily veered right, and skimmed the ground with her toes. James managed to pull up in enough time that her fell in just behind her. Lily looked back, and frowned. She's forgotten that James was seeker for the Gryffindor team. It was useless, he could keep up with her. She gave up, and let herself land. James followed suit, and got off his broom.

"Lily, we need to talk."

"Why James, we talk everyday."

"Come On Lily" James said, dragging her along the grounds.

"Can I come?" Angelica asked, seeing the other three boys run off after her best friend and James Potter.

"No, sorry Gel!" James cried,

"Please do!" whimpered Lily, as she vanished through the front doors of Hogwarts.

"Lily, exactly what did you see?" demanded Sirius, sitting Lily down in a chair.

"See? Nothing." Lily looked at her fingers, which were entwined in her lap. She felt like a little kid being interrogated by her parents.

"Lil. We know you saw something."

"So what if I did, James Potter. I don't have the slightest clue what I saw, and I've been thinking, maybe I should ask Professor McGonagall." Lily said, not really meaning it at all.

"If you do, Lily, I will get you back so badly that you won't know what hit you. Do you know what the punishment for this is? Azkaban." Lily felt her eyes widen. She knew what Azkaban was.

"So what? Are you threatening me? How will you get me if your in Azkaban, James"

"Don't you care what would happen to us? Do you know what Azkaban is like? They kill you on the inside, Lily." James said

"Yes."

"Yes what?"

"Yes, I know what it's like. What people say it's like. And yes, I care what happens." Lily found herself blushing, and she refused to look at any of them.

"Are you gonna tell?"

"Probably not. But don't threaten me. I know I don't seem…mean. But I don't like being condescended to. Now, explain to me, exactly what was Sirius doing?" Lily managed to look at James. He could see that he had scared her, and felt rather bad about it.

"We're Animagi." He said, and Lily looked puzzled.

"Don't you pay attention in Transfiguration?" Sirius demanded. Lily shook her head, causing him to laugh.

"I thought you got good grades in everything."

"Everything except Transfiguration. I pass, though." Lily shrugged, making Sirius grin.

"Animagi are people who can turn into animals, Lil. I can turn into a dog, James a stag, and Peter a rat."

Lily nodded, and raised one elegant brow "What about Remus? What can he change into?"

"He didn't want to take the potion." James said, looking at Remus out of the corner of his eye. Remus was pale, and looked sick. Lily nodded, understanding.

"So, Lily, do you always spy on us from your broomstick?" teased Sirius. Lily shook her head vehemently, and turned rather pink.

"No. Angelica and I were just flying, I happened to stop, and see you two. It's not as if your so interesting that I'd be compelled to spy on you. Your not that good looking that every girl in Hogwarts has a mad desire to see you without clothes on." Lily shot back at him. Sirius grinned.

"I'd have thought it would be James you were wanting to see." Lily gaped at Sirius, before clenching a fist.

"Rather you would, Sirius dear." She said, brandishing her fist in his face. Now Sirius roared with laughter

"I don't think a nice girl like you would ever hurt me, the love of your best friends life!" he proclaimed, bowing to her. Lily snorted.

"I'll believe it when I see it" she replied icily. She knew that Angelica liked Sirius, and Sirius liked Angelica. She knew they'd kissed after the fourth year ball. But she also knew that Sirius had never actually asked Angelica out.

"Are you daring me, Lily Evans?" demanded a rather distraught Sirius Black

"Sirius, I don't have time for this." Lily stood up, and accidentally stepped on Sirius' toe. "I have Divination, and I predict that I'll be late if you four don't let me go." Sirius grinned, and pushed her ahead of him.

"You forget, Lily, we have divination too. We'll just explain that you were spending some quality time with the four of us-"

"Oh no. No we will not. I'll get into trouble, thank you very much." Lily pushed passed James, and stalked out the door. Sirius called after her

"Tell Angelica I send my love!"

"Tell her yourself!" Came the faint reply.

As Lily walked into Divination late, Angelica looked up at her, and grinned.

"You sure left quickly with those four boys, Lil. Don't tell me our little wall-flower has changed her ways."

Lily grinned sardonically at her friend, feeling slightly different. No color had leapt to her face at these teasing words.

"Oh yeah, Gel. Most definitely." She said off-handedly, making the others gape. Just then, Sirius, James, Remus and Peter walked into the class room. James grinned and waved at Lily. The Professor was already making her way over to the young redhead.

"Miss Evans, why were you late." Her shrill voice rang out, causing some students to stare.

"Shouldn't you know?" the remark was out before Lily could stop herself. She did turn red this time, and also clapped on hand over her mouth.

"Pardon me?!"

"Nothing, Professor. I am sorry I was late. I was working on some…homework for Transfiguration." Lily stumbled over her answer, amazed that she had said something like that to a teacher.

"Fine. Sit down and be quiet Miss. Evans" Lily sank into a seat between Chelsea and Angelica. The latter was looking across the room at Sirius Black, a dreamy expression on her face.

Lily had to control her laughter. Potions class, however, wasn't so funny.

Lily was not late arriving, in fact, she was one of the first students. She sat down, and pulled out her Potions book. She was actually smiling, in a really good mood despite the fact that Professor Barre was mean, it was raining and she hadn't had the chance to eat lunch. But she felt very happy. The Potion had only one more step to it, and then it was finished. And they hadn't screwed up yet. This meant top marks for her in Potions. Well, after Snape, who the Professor favored.

"Lily" she jumped as James Potter looked over her shoulder at the book "Next ingredients is…a lock of hair. Hmmm." James lightly grabbed one of Lily's red tresses, and pulled on it slightly. Lily felt a shiver run up her neck.

"James, stop flirting with Lily!" Sirius said, sitting down at the table happily.

"I wasn't flirting, Sirius. I was finding out the next ingredient to our Potion." James said, letting her hair go. Lily sat, frozen. That had been strange, certainly. James had never been that close to her before. And it had almost seemed as if he was flirting with her. Now she was uncertain, and she hated that.

"Lily? Liiiiily?" Sirius said, waving a hand in front of her face

"What?" she snapped, breaking out of her thoughts.

"Woah. No need to get angry. Can I see your book. I forgot mine." Lily handed over her book, and leant back in her chair. The other students began to pour in, but Professor Barre didn't show up. They waited and waited and……….waited.

"Where is the Professor?" Angelica asked, just as Professor Dumbledore entered the room.

"There has been an accident." He began to the startled gasps of all the students in the room.

A/N Dangit! I have to go to bed now. This chapter is not one of my favorites. But C'est la vie! Cliffhanger a bit there. Oh well. And I am *NOT* stalling because I don't know what the potion is! I KNOW! I just haven't had time to type it on the 'puter. It's all written down in my Science notebook.