Sunday was far more pleasant than Saturday, it was relaxing to have the time to reacquaint herself with the grounds surrounding her home. Despite her best efforts, there was still no sign of Lupin. Additionally, James, Sirius and Peter were behaving even more curiously than they had been before. As Lily walked around the castle grounds with Alice, on their way to Hagrid's, then to the common room and the great hall, she kept an eye out for the three- or four boys. She had seen James and Sirius at breakfast, without Peter. On their way to Hagrid's, they passed Peter walking back towards the greenhouses, but this wasn't unusual. Alice often ran into him there after lessons where she would stop to ask Sprout 101 questions about different ways to care for plants, it was more unusual to spot him there.

Hagrid enjoyed having visitors to entertain, he introduced them to his newest 'pet that should not be a pet'. They kept a wide berth from the basket in the corner that homed some kind of large wrinkled caterpillar that shot orange mucus from its eyes. Several hours later the exhausted house guests left with arms full of rock cake, which was far too rock like to eat, and cupcakes the size of a dinner plate. The sun was beginning to set, and Lily was beginning to feel disappointed that she had not yet seen any indicators of what James and Sirius had been planning. They had been uncharacteristically quiet. By 8pm, the sun was beginning to set and the time in which students were allowed to freely roam was nearing an end. As they reached the fat Lady, who insisted they listen to her newest performance, the door swung open from the inside. James ducked his head through the archway, he barely acknowledged her as the fabric of his black knitted jumper brushed past her sleeve. Following closely, Sirius took a large step through the gap, looking behind him, presumably checking that Peter was also on his way.

Sirius briefly glanced in her direction, then back to the ground. Perhaps he was already aware that a discussion may increase suspicion. Nevertheless, Lily decided to interrogate them, it was not against her nature and so they would not suspect she knew anything. "What are you doing going out now?" she demanded, "Dinner finished an hour ago. The teachers will be walking the corridor soon to ensure we are in our common rooms."

"Worried we'll get into trouble?" James jeered, his eyes dancing up and down the corridor, closely tracking the movements of the stair cases. He still found the ability to quip, even when he wasn't fully paying attention, "so considerate of you Evans. If you ever get into trouble, or more realistically, if you ever forget your quill to a lesson, I'll be sure to try and bail you out too."

"Yes I'm desperately anxious that you may get caught in detention. The citizens of Gryffindor house will miss you terribly." She rolled her eyes and placed a hand to her forehead in an attempt to dramatically swoon, "If you lose us any more points we will be in negative numbers. What is the point in winning quidditch games if you waste your earnings?"

"There are more important things to life than house points." Sirius sighed impatiently. Usually he enjoyed an opportunity to wind Lily up, but clearly there was somewhere he felt he needed to be. Lily watched his brown eyes also begin to fixate on the staircases moving below him.

"Don't say I didn't warn you," Lily scolded, turning into the portrait hole after Alice knowing she had every intention of going back out and following them.

She stood in the shallow doorway of the common room, the breeze that swept over her ankles told her the door had shut. She listened closely for the footsteps disappearing over the stone steps. Suddenly, she dropped her collection of cakes and scones on a nearby table, dashed past Alice and raced up the spiral steps, taking two or three steps at a time. From her cupboard she grabbed a long black cardigan, threw it over her shoulders and darted back downstairs towards the portrait door.

"What on earth has gotten into you?" Alice hadn't moved from the rug near the common room entrance. Her eyebrows were raised and there was a bemused look behind her dark brown eyes.

"I left something in the library yesterday, won't be a sec." Lily didn't even look back to see if her lie had been believed. She the palm of her right hand on the cool wood behind the golden frame, she slowly eased the painting from the wall.

"Oh make your mind up!" The shrill voice of the fat lady grumbled. She felt constantly irritated with the stream of students coming in and out, she grew particularly tired of students that would change their minds frequently, or make several trips out on a day.

"Shhhh!" Lily hushed at her, scanning the level of the castle she was on. So far: no one. There was a low rumble of moving stair cases and Lily lowered herself below the white stone banister and eased herself down two flights of stairs. She could see three blurred silhouettes about two floors down, heading towards the dungeons- that must be them. Since they had disappeared around a corner, she no longer worried about being seen. She skipped down the stairs, skipping the last three at the bottom of each flight. She landed silently on the ground floor and darted to the wall where the corridor began. They were heading towards Slughorn's classroom.

They turned the next corner and as she darted to the next corner to see them, they had seemingly disappeared. The corridor stretched down several meters. The only door was wooden and heavy and was at least 20 meters away, it was already pushed slightly ajar. She glanced quickly and desperately left and right to locate their effective hiding place, all she could see were shallow window slots, not even large enough for one student, let alone three to hide behind. She stepped out to go through the door at the end towards the potions classroom when she heard McGonagall's voice echo clearly off the walls.

"Surely my eyes deceive me," Her dark hair was pinned tightly back and hidden underneath her large, pointed, velvet hat. Her glasses rest on the end of a long nose and she glared down at Lily through the small ovals of transparent material, her eyebrows were knitted together. "Surely I have not just discovered Miss Lily Evans creeping around the potions cupboard after hours," her strong Scottish accent was heavy with disappointment, James was right, Lily was never in trouble.

"I er..." she stalled. "I um..."

"-Ah Evans, an odd time for you to come by. I imagine you're here to borrow the text book I promised you. It's no longer in our scheme of work, but you are welcome to it." Slughorn hobbled past McGonagall, creaking the door at the end of the corridor open. "I do hope you will excuse Miss Evans for being out of her dormitory, I'm afraid she may have missed me earlier, I was catching up with a few acquaintances in Hogsmeade."

"No problem Professor Slughorn," McGonagall bowed her head and excused herself politely. Lily hoped she had been convincing enough to prove her innocence to both teachers.

As she entered the classroom, Lily kept a keen eye out for any movement. She did notice an additional door open at the very end of the room. It seemed as though it was a store room, and to her disappointment, it had a door leading through to Slughorn's huge office, followed by the corridor leading back upstairs. The three meddlers could be anywhere by now. Lily gratefully received the copy of 'Advanced Potions for Ambition Potion Masters', she tucked it under her arm and headed for the door.

Slowly, she trudged her way back up the several flights of stairs to Gryffindor tower. There was no way of her knowing which direction the boys went, she had risked getting her team in trouble for nothing. Defeated, she ignored the rant given by the fat lady, choosing to stare her out until she had finished her speech. On entering the common room, Dorcas and Alice were sat cross legged on the cream shag rug in front of the huge fireplace. Each of them had a piece of parchment spread out on the floor, Dorcas was leaning on her right elbow and had propped a large, leather-backed text book against a second pile of books and was holding her page with a foot.

"... So some of the disadvantages of casting this particular charm during a duel is- OH THANK GOD." Dorcas caught sight of Lily slipping into the room and tucking herself into a nearby vacant arm chair and rearranging the seven cushions that had been placed there.

"Why did you let me spend a whole day dawdling when we had an essay due!" Alice burst out, clearly outraged.

"It's not my job to tell you when to get your work done," Lily responded smugly.

"Well give us yours then!" Dorcus pulled out her wand, casting a spell on her book to float it above her essay. From what Lily could see, Dorcus was about 3/4 of the way through the 2000 word essay.

"I would but I've not done next week's essay..." she smirked, "Flitwick isn't going through the reading until next Tuesday."

Dorcus flung her quill down, a few colourful words escaping her mouth before she collapsed back on the rug. "Bloody Flitwick, couldn't make the due dates more sensibly."

"If you used the singing Diary I bought you for Christmas last year-" Lily laughed.

"Every morning, that stupid book sang me an overview of my day!" Dorcas scoffed. Lily had bought a singing book from Zonko's joke shop the previous year when she was Christmas shopping, she had attempted to enchant it to sing Holiday related songs on the relevant day. It was not a spell Lily had practiced and she over-killed it a little, the book began to sing something every morning, regardless of the occasion

Just then, the portrait hole swung open. James, Sirius and Peter stepped in through the door way, they all shared a gleeful glance before straightening their hair. Even Peter, whose fine, blonde hair often fell neatly against his skull, had tufts of hair jutting out in all directions, as though it had spent the day underneath the static friction of a cheap hat. He beamed from ear to ear, clearly thrilled to have been successful with whatever adventure they had planned.

"What's got Dorcas' wand in a twist?" James leant on the arm of the sofa Lily had herself curled in. She shifted uncomfortably, sitting up a little straighter. She could feel the cold from outside radiating from James' arm, she could smell a hint of aftershave and a herbal smell that must have been from spending time in the potions cupboard. She decided that now was not the time to bring it up, but she was keeping a close watch on them.

"Her homework isn't due tomorrow," Lily looked up towards James, allowing him the opportunity to continue his banter, a smirk already forming on her lips.

"The outrage!" Sirius exclaimed, collapsing in the nearby sofa.

"Man, I hate it when I don't have to do my homework." James jumped in again, Lily could guarantee that James' homework would not be complete even during the lesson in which its due.

"Bummer," Peter perched beside Sirius.

"Flitwick's essay isn't even that hard. There's a book in the library that someone has left the research in- it practically has the answer. Apparently it's the same assignment he's been setting for years." Sirius waved an arm casually. Despite his poor attitude towards spending time in the library, he was surprisingly organised. Lily often wondered how Sirius was able to spend so much time messing around and still always get his work down.

"When did you have the time?!" Alice sat up, she narrowed her eyes towards the smirking teen who was now flicking his wand to flutter the pages that Dorcas was trying to read. In retaliation, she was furiously throwing all four limbs on the floating pages, shooting deadly glares in his direction.

James extended an arm across the back of Lily's chair, she scrunched her eyes for a moment, willing herself not to enjoy the attention as much as she was. His weight on the back of her chair made it difficult for her not to lean into him, clearly his intention. "So ladies, quidditch practice after school tomorrow. Would appreciate some lovely cheerleaders..." he spoke with such confidence that Lily was relieved to feel annoyed again.

"I think I'll pass. I have more important things to do. Alice and I are going to paint a brick and watch it dry." Dorcas paused, her right leg was placed on the open page of her text book, her left foot was tucked underneath her, her right arm was placed on the top corner of her essay and her left was straightening the bottom of her parchment.

"Evans will be there, front row. Right?" James bumped her shoulder with the side of her rip cage, her stomach jolted a second time

Lily took a long sharp intake of breath, as though considering her available options, "I'm busy doing anything but watching you show off on a broom."

"That's 'cause you'll be watching me," Sirius gave her an exaggerated wink. After some time, the six of them ran out of ways to wind each other up and parted ways to go to bed.

The next day, there was still no sign of Lupin. Not one professor commented on his absence, not even McGonagall, who would subject most of the class to a lecture when somebody was more than two minutes late. Peter, Sirius and James spent even more of their time hidden away in the common room with their heads together, much to her disappointment, they had found even more cryptic ways to avoid suspicion.

It wasn't until Wednesday that Lupin finally returned to lessons. His black robes hug loosely from his body and his shoulders were constantly slumped. She noted that he had a fine, but very deep scratch on his nose, that looked like it had scabbed and been scratched over and over again. His skin maintained its usual greyish tint, but his cheeks were flushed and the shadows under his eyes looked almost purple. He appeared at his lessons seconds before they started and was always the first to vacate the room. The times when she had tried to speak to him, he had quickly found ways to retire to his room or disappear from the conversation. By lunch, Lily had some spare time to walk slowly towards the border of the forbidden forest for her care of magical creatures lesson.

Surprisingly, as she neared the shadows of the rows of evergreen fir trees, she realised she was not the first one there. The Care of magical creatures lesson usually took place in a small fenced area with raised seats for times when the lesson subjects were a little too much for interaction. There were also work benches for working with smaller, caged animals. Perched on a nearby dry rock, James leant casually against a taller stone. He had his eyes closed, one leg fell lazily against the rough surface of the clear grey surface and the other leg was tucked up neatly to keep him steady. His arms were folded tightly across his chest and his cloak flopped over the indents of the rocky surface. She enjoyed being able to observe look upon him without him making comment, she could make out the pink tinge in his cheeks from the sharp wind of the Autumn afternoon, she could even see a think pink indent where his glasses rested on his nose, and the way his soft hair curled around the edges of their frames. His nose was angular, but not too large, it seemed smaller behind the large golden glasses, that he was rarely seen without. If she looked closely enough, she could make out light freckles that danced across his barely tanned skin.

"You're early Potter," she stated in a matter of fact voice.

"Ooh you know I hate being late to class," his voice strained as he stretched out.

"Yes we all know you hate getting into trouble..." Lily started, "that's why I was so surprised to see you sneaking out so late at the weekend."

"Hmm?" James stalled, clearly thinking ahead to find a way out.

"What were you and the others doing creeping down to Slughorn's classroom? Don't try to tell me it was for homework either, because none of you are that dedicated. Were you trying to get potions ingredients? What for?" With each question she asked, she left no time for him to respond. She took several steps forward, eager to steal an answer from him before he had a chance to think his way around it.

"What is this, some kind of interrogation?"

"Cut the crap Potter. What are you planning?" Fury rose in Lily's chest as James continued to speak to her as though she was stupid.

"Evans, I don't know what you are talking about. If I were to sneak out, which I didn't, why would I want to hover Slughorn's stinky room?"

"This is ridiculous. You are all hiding something, I know it. Snape knows it." Lily moved away and slumped her shoulders angrily. There is nothing she hated more than knowing that she didn't know something.

"Oh come on Evans. You should know better than to believe Snivellus. If I could tell you I would. It's not up to me." Lily studied James' face closely for a clue. Usually, the corner of his eyes creased to indicate that he was enjoying causing her to feel frustrated. Today, he looked at her with a sad sincerity that helped her to believe that perhaps it really wasn't up to him. Perhaps their meddling had something to do with Lupin's illness and for once, he was being withholding information as a kindness to his friend and not as a detriment to her. She leant her back against the taller stone that Potter was leant against, she faced away from him and sighed heavily.

"I only want to help," she quietly mumbled, the frustrated feeling from before turning to disappointment, "I know its got something to do with Remus." If only she knew what was wrong with Lupin, she was sure she had the knowledge to help him.

Although she couldn't see him, she knew James had turned to look in her direction because his voice became clearer. "Lily, please let it go," his tone of voice had also changed. It was no longer playful, loud and boasting, but it was gentle and soft. "We've got Lupin covered, he gets bad migraines, he doesn't want people fussing over him. Please just drop it."

Reluctantly, she dropped the subject and the two of them waited in near silence for the rest of the class to join them. In today's lesson, they were delighted to be introduced to a niffler. Lily would describe a niffler as a mole like creature, it had dark black fur that easily reflected the light. It's face and paws were light brown and it's nose was long and narrow, it had two black, beady eyes that constantly looked in all directions. They learned that it was not dangerous, but it had a knack for stealing silver treasures, much like a magpie, but craftier and greedier. Professor Kettleburn had a hard time keeping it still. Throughout the lesson it had managed to take her broach from her robes, her buckle from her hat, it had pinched the lock from the gate and had lunged at several children.

The class had erupted into laughter several times when the niffler had wriggled its way from Kettleburns hands, crawled, jumped and rolled it's way through the gaps in the fence and had found itself in James' lap. It had shown a great deal of determination to take his glasses from him, each time Kettleburn had to cast a summoning charm to send the fluffy thief back to her hands. Even Lupin cracked a smile when he met Lily's eyes whilst watching James pin his glasses to his nose with one hand and the niffler to the bench with the other hand.

When the lesson ended, the students left in their groups laughing and gossiping about the excitement of the lesson. Lily had heard several plans of letting some loose in Gringots just to see what would happen. As predicted, Lupin headed back towards the castle, already several meters ahead of his usual group. She waved away Dorcas, Alice and Mary as she quickened her pace to match his. He was fast, but lucky for her, whatever had caused him to feel so ill, had dimnished his stamina enough to make him easy to catch.

"Hey, how are you feeling?" she started, eager to move the conversation on to the real question.

"I've been better, been worse," he was still reluctant to make eye contact for long, or have any kind of real conversation with her. She wondered if she had pushed too hard the day before he was off poorly, or hit too close to the truth.

"Can we talk for a bit before dinner?" Lily asked, pre-empting the oncoming rejection she was about to receive.

"I'm kind of tired..." he started.

"Look, this conversation is going to happen. It can happen now or tomorrow, or the next day. I won't stop asking and if you miss your friend as much as I miss mine, you'll shut up and come for a walk." She was relieved to see the corners of Lupin's mouth twitch and crease had he let himself smile. The corners of his eyes revealed that he was as amused as he was annoyed.

"Where are we going then?" He surrendered, already turning in the direction of the black lake. She bumped his shoulder playfully, a weight lifted instantly from her shoulders.

They walked across most of the grounds in a comfortable silence. She focused on the feel of the terrain through the thin souls of her shoes as she carefully planned her next few sentences, it was vital she said the right thing as to not upset him again. She considered talking about what she had seen the other doing as she felt a lump under the arch of her foot, she could ask him where he had been staying whilst he was sick she thought as she kicked a stone and watched it tumble down the path and stop in a shallow puddle. She even considered telling him what she had seen out of the window on that very first evening, but she felt that all of these things would only make things worse. She settled on honesty, and hoping that her direct nature would allow Lupin to open up.

"I feel really bad that I upset you last week," she started hesitantly, "I really didn't mean to upset you. I was honestly just concerned."

"I didn't mean to snap," he responded apologetically. "It wasn't a great day for me, I just wanted to rest. I feel much better now."

Lily wanted to tell him that she didn't believe him, she wondered if he didn't know that he looked like he had aged ten years in the past five days, or that he couldn't see how thin he had become over the past 4 years at school. Either way, she did not feel like asking him any of these questions would work in her favour. They stood and watched the ripples of the lake slowly lap the stones on the edge of the water, rising and falling wih the legs of the giant squid, gently rolling pebbles over each other giving each one a new, shiny surface.

"I only want to help. I know that you haven't been honest with me. I know that all these years you haven't been visiting family, or completing any school work. It's not because I want to be nosy, it's because I want to help."

"I have..." he looked at her, then paused, glancing back over the shimmering water, trying to find the right wording, "you're right. I've not been honest. But I do have an illness, it's not curable. It is manageable, it just means I will be away from time to time." He spoke slowly and deliberately, clearly analysing each hoarse word that escaped his lips. He sat down at the waters edge, turning stones over with his feet. Occasionally he would extend a bony hand and wrap his long fingers around the cool surface of a small rock and flick it into the water. He would smile as it broke the smooth surface, watching the ripples extend, and then the smaller ripples spread.

"Then let me help you manage it," Lily took a seat beside him and slipped an arm through his. She strongly felt that whatever it was, Snape was wrong. She shouldn't stay away. He needed her help, perhaps more than he needed James and Sirius.

"Lily, if I told you, I would only be putting you in danger. I am not a good person to be spending time with," his head hung in shame, and his voice cracked further. He intended to warn her, to ward her off. He in fact did the opposite. Lily had never seen someone be so vulnerable and open with her, without giving her the full truth. She could tell that whatever was causing Lupin to be so ill, had convinced him that he was undeserving of help and support. Perhaps he was unaware of whatever the others had planned, and her new plan to find out what "danger" she was in by being his friend.