A/N: Chapter Three's here! We're so glad you guys have stuck with this story! Okie, I'd better shut up… so here's Chapter Three!

*

"Hey, Liz, what's wrong?" asked Dani, as Lily stumbled into the room.

"Listen, the name's Lily, not Liz. I'll explain later, okay. I just want to go to bed right now," she said as she made her way towards the hallway that led to her dorm.

"Whoa, you look as though Dumbledore didn't allow you to attend the prefect meeting," Mickey said as she joined her twin in interrogating her. "You're getting amnesia too. You can't even remember your name…"

"Nothing's wrong, guys. My name's Lily. The only reason I changed it was because You-Know-Who killed my Mum and Dad, and Dumbledore said that he was on my trail or something. That's why I've been Elizabeth Locker for the past five years, got it? Now really, I'm okay, you guys," she added when she saw the identical skeptical looks on both of their faces.

But before either Dani or Mickey could say anything, someone landed, literally, in the Common Room.

"Lauren, what happened to you?" Mickey asked.

"Jeez… is this the 'what's-wrong-with-you committee' or something?" asked Lily.

"Lizzie, there you are! Where in Heaven's name did you go? Jenny said that your meeting was over at four-thirty, and now it's nearly six!" squealed Lauren as she got up from the floor. Jennifer Troy was a Hufflepuff prefect who Lauren had known from before Hogwarts. Now that they were in different houses, however, they weren't able to talk and meet as often. But when she had met Lily, Dani, and Mickey, she found that she no longer needed Jenny to be her best friend.

"It's Lily, not Lizzie!" screamed Dani and Mickey at the same time to her. They then looked at one another and burst into giggles. The other two just ignored them.

Lily, trying to avoid answering, asked innocently, "I went somewhere?"

"Oh, Liz, don't deny it! I spent the last hour looking all over the castle for you!"

The twins gave up trying to get answers out of them and decided to work on the Transfiguration homework they had received that morning. (A/N: Hey, they are Ravenclaws!)

"Oh, I'm sorry about that… but I didn't go anywhere, honestly." Lily wasn't telling a lie, for she and James had merely walked back to their Common Rooms, parting at the top of the stairs that led into the Great Hall.

"You didn't go anywhere, my foot! I saw you come out of the meeting room! I would have caught up with you, especially since you had someone with you, but one of those stupid Slytherins, Snake or Snape or something, put the Leg-Locker Curse on me! God knows why… you ought to report him for it…"

"If you saw me, then you know that I didn't go anywhere. And for your information, like Dani and Mickey said, it's Lily not Lizzie," Lily responded with a small smile on her face.

"Lily, what do you mean Lily?" asked Lauren puzzled.

Sighing and shaking her head, which caused the curtain of red hair to swing about, she explained softly why she had changed her name.

"Y – You-Know-Who was trying to, to kill you?" she asked her eyes wide with fear. "That's terrible!"

"Oh, Lauren, no one's heard of him for ages. It's not as if he's going to suddenly burst into our Common Room and kill us all. Think logically for a change."

"Oh, alright, but please be careful, Liz – uh – Lily. Oh, but tell me who was with you when you left the meeting!" Lauren said excitedly, her eyes shining.

"Oh, that was a cousin of mine, believe it or not. I thought I was the only one with magical blood in my entire family, but I guess not. Anyway, he's the prefect from Gryffindor – James Potter."

At the words 'prefect from Gryffindor' the twins' heads turned in their direction. Lauren and Lily, noticing this, burst into laughter.

"He's your cousin?" Dani asked.

"Ooh, introduce us to him!" squealed Mickey. They were both now on the floor in front of her friends.

"You idiots, I can't believe you two are actually my friends!" Lauren laughed.

"Hey, you're right. We deserve better, don't we Dani?" Mickey asked her sister.

"Take that back, Michaela!"

"Hey, don't call me that!"

"Why should I listen to you?" Lauren said, giggling. She loved teasing the twins.

"Hmm… that's a good question," Mickey said, thinking.

"You idiot, she should listen to us because we're better than her, and because we're smarter, and… and…" Dani joined in.

"You're better and smarter than me? Says who?" Lauren rebutted.

"We say so, ha!" the twins said in chorus.

"Who wants to listen to you?" Lauren responded.

"Well, anyone who's in their right mind would probably feel that if they don't, they're going to pay…" Mickey responded.

Lily just laughed at the three of them. They could be really funny when they got into fights. And since that happened quite often over the most trivial things, life at Hogwarts was never boring.

*

"Hey, buddy, what took you so long? Sirius got here, like, an hour ago. What have you been doing?" Remus asked his friend as he jumped through the portrait hole that was the entrance to their Common Room.

"I've just been catching up on some popularity," James said winking.

"Popularity, now that's something I haven't seen for ages, unless of course you're talking about me," Sirius smirked.

"What about me? Aren't I popular?" piped up Peter.

"Of course you are, Peter. Who ever said you weren't?" Remus said in a sarcastic tone. Peter, not catching this, felt satisfied and turned back to puzzling over his Muggle Studies homework.

The other three just grinned at one another. Then, all of a sudden, James spoke up.

"Well, Sirius, we'd better get going. We've got a lot of – Arithmancy – to do…" James said.

"We d – I mean, yeah, we do," Sirius confirmed. Remus raised an eyebrow at both of them.

"I thought you said Professor Vector never gave you homework on the first day back," Remus said.

"Oh, well, you know. Fifth year means OWLs… we can't just lounge around. And we also happen to be newly chosen prefects," Sirius explained with pride.

Peter looked up and blinked.

"You're a prefect? How come I didn't know?"

"You were too busy stuffing your face with food," explained Remus. When Peter turned back around, satisfied with the answer, Remus looked back at them with a strange expression on his face. The three just stood not saying anything for a while.

"Weren't you guys going to study?" Remus asked.

"Study – oh, right you are – come on Sirius," James said.

Once they were out of earshot of the Fat Lady, James spoke up again.

"You know, Sirius, that was one of the best excuses you have ever made up. I was sure for a second there that Moony could see right through us," he said with gratitude.

"Naturally, my dear friend, I am always solving your never-ending problems, am I not?" Sirius replied with an air of someone who was all-knowing.

"Yeah, that's exactly why you forced me to partner Snape in Potions that time in second year, wasn't it?" he asked with distaste. "That idiot wouldn't let me do a thing!"

"And that's precisely why I decided to be Jemima Dickinson's partner – so that you wouldn't have to do anything. I know how much you hat Potions – not that I blame you. That old geyser, Boswell, is such a bore. He's either complimenting his stuck-up house or taking points away from ours. I think –"

"Siri, could you do me a big favor?" asked James interrupting.

"I think he should be fired. But yes, James, do tell."

"Could you please shut up?" he asked.

Sirius didn't respond to that. For once, James knew why. He had actually listened for a change. They continued to walk for a while.

"Jeez, we're already here. Come on," James whispered.

They had come to a deserted hallway. There was only a suit of armor present. Sirius, still not speaking, felt around the statue's head and flipped up the visor. Then, James whispered a few words into the space and before long, a gaping hole appeared behind the armor; it was a trapdoor. The two boys squeezed through and heard it shut behind them.

They had entered a small, but comfortable, square room. There were four chairs – all different having been scavenged from the strangest of places – a small, round table, a fireplace which had a roaring fire as soon as it felt their presence, and a cranberry-colored carpet that stretched from one wall to the other. There were torches hanging from brackets on the wall of stone and a map of Hogwarts was lying on the table. There was also a small cupboard against a wall. This was the Marauders' hideout.

"Prongs, old fellow, you can't imagine how good it feels to be back," Sirius said looking around the room.

"I thought you weren't talking?" James said, raising an eyebrow at him.

"I think it's your turn to shut up. Oh, come on. Do you want to get this potion ready or not?" Sirius said, annoyed with James' constant complaining. Sirius knew what would happen if James didn't stop, having known him for the last five years.

"I can't believe we're actually doing this. We're becoming Animagi. We're becoming Animagi illegally…" James said slightly unsure in his voice as he dragged a cauldron out of the cupboard.

Sirius, not paying any attention, brought out a few vials and bags, as well as a couple of crumpled sheets of paper. He took out his wand and lit a fire underneath the cauldron.

"Okay, I think all we really need to do now is add the beetle juice and we're done. Of course, we'll have to let it simmer for a while," said Sirius reading off the paper.

"Are you even listening to me?" James squeaked.

"Oh, sorry, did you say something? I wasn't listening," Sirius said, turning to him with an impatient look on his face.

"That's exactly my point. What I was saying was that we're becoming Animagi illegally."

"You just figured that out?" Sirius asked in shock.

James decided that it was best not to answer. Instead, he pulled out the vile that contained the correct amount of juice and poured it in. There was a deafening boom, as though the whole castle had suddenly collapsed.

"Holy shit, what was that?" screamed Sirius.

"It's a good thing Remus charmed this room so that the walls are soundproof," said James.

"Yeah, and it's also a good thing that he can actually do Charms," teased Sirius, grinning at his friend. It was common knowledge to the Gryffindors that James was hopeless at Charms. "Now, you, Prongs, on the other hand, are a different matter entirely."

"Sirius, what's with the name 'Prongs'? I mean, Moony makes sense because Remus becomes a – well, you-know-what – every full moon. But from where did Prongs come into the picture?"

"Didn't I tell you? I guess not. Well, I asked Pete to do a personality check on the three of us, to know what we'll be, you know. I'm a – now, don't laugh – I'm a dog, Pete's a rat, and you're a, well, a stag."

"I'm a stag?" James asked doubtfully.

"Yeah, you know, a male deer with antlers and stuff," explained Sirius.

"I know what it is for crying out loud!" said James. Sirius always seemed to make fun of him. Most of the time Sirius treated him like a child, but James wouldn't stand any of it. Remus and Peter looked up to them, though.

Sirius was the troublemaker of the gang. James was a troublemaker too, but Sirius was always the one who came up with the pranks and ideas, whereas James was more of the person who executed all of his plans. Both of them were prefects, but this was only due to their excellent grades. Somehow, they managed to top their class even with all the time they spent pulling pranks and cracking jokes. But whereas Sirius was all fun and no work, or almost no work, James gave equal time to both.

Sirius also seemed to be more popular with girls. He had the looks, and his eyes always carried a mischievous glint in them that make girls fall for him at first glance. James, though he did have the looks, didn't bother with girls too much. He saw dates and dances as a waste of time. He just couldn't see why anyone would bother going places with a girl when you could study or sneak around school under an Invisibility Cloak. It just didn't make sense to him.

Remus was their encyclopedia. He was smart. He helped them do their work and research. One would think that he deserved to be a prefect, but the fact that he was a werewolf deprived him of the opportunity.

"Okay, so what do we have to do now?" James asked.

"We basically just have to let it simmer for a while. Then we drink it. But we'll have to figure out the Charms first. It says on this page that unless the Charm is performed immediately, we will not be able to control our transformations. Basically, if we don't charm ourselves, then we'll transform at the strangest of times and we won't be able to do it when we want to. Anyway, it has to be kept like this for about another month," said Sirius grimly. Neither of them were very patient, and they felt that something like this shouldn't take as long.

"Wait, hang on a sec. Can I see that paper, Sirius? I'm sure there was a shortcut somewhere," James said.

"Okay, here you go, pal," Sirius said, shrugging his shoulders.

They were silent for a moment will James perused the pieces of paper. Then suddenly, James let out a cry that made Sirius jump.

"Jeez, Sirius, we can use a Time Charm! You know, the ones that make things happen faster! Why didn't I think of it before?" James said, hitting himself on the head.

"Hey, there's no need to lose brain cells just because you didn't think, though I doubt you have them… but that's getting away from the point. Why don't we just do it now?" Sirius said, exasperated.

"You want me to do it?" James asked, as though Sirius was out of his mind.

"Oh, you're right. If you do it the potion will probably going to blow up in our faces. I'll do it. But what's the incantation, again?" Sirius said, racking his brain for the words.

"I can't remember either… too bad Remus can't help us. Man, do we really have to keep this a secret? We'd probably have finished it last year if he had helped us," James said, complaining again.

"James, don't even go there. We've been through this already, like, about seven times. If he knows, he'll probably try and stop us. But what're the damn words?"

"Uh, something like Passus Timandus or something," James said, scratching his head.

"Okay, then let's try it – Passus Timandus!" Sirius screamed, pulling his wand out. Whether or not it was the correct spell, something was definitely happening. The potion, which had at first been a strange greenish-blue color slowly went to yellow, red, and finally, to a very dark brown.

"Do you think it's done? I mean, that spell didn't poison it or anything, did it?" asked James cautiously.

"Hang on. I'll check the paper. Hey, where'd it go? Someone took it!" Sirius exclaimed.

"No one took it, idiot. I have it. Here, I'll do it. Yeah, I reckon it's done. It looks like the picture, anyhow. Now, let's drink it and get it over with," James said.

"We can't drink it now; we have to wait for Pete, or else we'll be Animagi and he won't. We'll store it in the vials and drink it as soon as Pete's done with his homework." Groaning, Sirius added, "That's going to take a while…"

"What do you mean we've to wait for Peter? Who said he's doing this with us? He probably won't even be able to drink the stupid potion without spilling half on himself. I thought he was just helping us. I mean, get real. I know he's one of us and all, but does he really have to join us? Aren't the two of us enough? What can a rat do that a dog and stag cannot?" James scoffed.

"Rats can do a lot. We need Pete for this. Do you know how big of animals we're going to be? Sure, size has its uses. We'll be able to keep Remus from doing – anything – but at the same time, do you know how hard it'll be to get into that old tree?" Sirius asked him.

"It shouldn't be too hard. We just prod that old knot with some stick or other and slip in. It's a piece of cake."

"It's not a piece of cake – at least not from where I'm standing. Do you think a stag or dog would be able to pick up a stick and hit that old knot? If so, you've got another think coming. With Peter as a rat, he'll be able to slip through those crazy branches and hit the knot with no trouble at all," Sirius explained.

"Yeah, we're basically doing nothing short of using him. Sirius, I don't know. Peter isn't smart, but he's cunning – not to mention sly. Don't ask me how that's possible, but trust me – it is. Peter can get his way if he tries. Fortunately for us, he usually doesn't. But one of these days, he's going to get us back. You have my word for it," James said. He had no idea how true those words were.

"James, the day that fat little toddler backstabs us, is the day Voldemort goes down. And everyone knows that the latter isn't going to happen, so who's there to say that the first one will?" Sirius said. "Come on, James. Cheer up. We're doing this for Moony, okay. If Peter has a bone to pick with us, he'll do it. He's not the kind of person to keep a grudge forever. We've been like this to him for the last four years. There's no point in changing now."

"You're right. But all the same, I want to talk to him about the whole thing. Come on, we should go and get him now," James suggested.

*

"What?" Peter squeaked.

"Animus Amorphous" James and Sirius screamed at him for the third time.

"Come on Peter. Part of this whole Animagi thing is getting the spell right," Sirius said, sighing helplessly. They had fetched Peter and explained everything to him. Peter had willingly agreed, but neither James nor Sirius were sure whether he had fully understood what they had told him, which was a valid explanation for his eagerness in going through the process.

"I'm trying, but I honestly didn't think you had to charm yourself. I just thought you eat some sort of magical substance or drink something and you're an Animagus. This whole potion brewing and charming process is way too complicated," complained Peter.

"Well, for someone who spends their whole weekend in the Great Hall eating breakfast until it is lunch time and then continuing until the house-elves come to tidy up, it would be a better idea to eat something, wouldn't it?" James joked.

"Shut up, James! At least I can actually do Charms without everything blowing up in my face!" Peter said, hot with anger. Sirius and James just laughed and turned back to cooling down the potion enough so that they could drink it.

"I reckon we can drink it now. Here, Sirius, ladies first," James said. Sirius just glared back and grabbed the filled vial. As his hand took hold of it, it turned even darker so that it was almost black.

"Uh, I'd feel a lot better if we do this all together," Sirius muttered. But James heard him, and for once, complied with his request. He poured them all an equal amount of the potion, and all together they held them, staring at it. Whereas Sirius' was black and Peter's had turned gray, James' simply turned to a lighter shade of brown. This disappointed him a little, but he just shrugged his shoulder and counted down from three for them to drink their potion.

"Okay, are you guys ready? Then here goes – 3… 2… 1!" James said, his hand shaking slightly. On one, they all bent their heads back and drank their share of the potion.

I sure hope this works…

*

A/N: That's it! I know it's only a little intro to Lily and a lot of Padfoot and Prongs, but we'll get to Lily in the next chapter. And don't worry about James, Peter, and Sirius. If you want to find out what's going to happen, there's a simple solution – keep reading!