A/N: Craymere, u really know how to boost a girl's ego.  Thanks for the review, I feel loved!  *blushes* So here's the next part!

James, Peter and Sirius were sitting around a table in the Gryffindor common room, helping each other write essays for Transfiguration and History of Magic.  Or rather, James was helping Peter and Sirius was alternately staring out the window and doodling on his Transfiguration notes.

"So the Goblin Rebellion was in China in the 1800's?" Peter sounded more confused than is seemed possible to be about dates.

            "No, that was the Boxer Rebellion." James corrected, "The Goblin Rebellion was in France."  They continued muttering about dates and famous wizards like Oric the Ugly.

            "Has anyone seen Remus lately?" Sirius asked suddenly.

            James frowned.  "I haven't seen him since before dinner.  He said he wasn't feeling well so he went to see Madam Pomfrey."

            "Yeah, but that was hours ago.  Madam Pomfrey should have fixed him up by now, unless there's something seriously wrong with him." Sirius said thoughtfully.  "Let's go see him."

            "It's almost eight o'clock.  We'll have to be quick about it." Peter said as they cleared the table.  It took them a little longer than they expected to find the hospital wing because the staircases kept moving on them, and when they finally got there it was a quarter past eight.  They knocked on the door of the hospital wing and a plump witch with a friendly smile opened the door.  "What can I do for you dears?  You're not all sick are you?" she asked with a raised eyebrow.

            "No ma'am," Sirius spoke up, "we're looking for our friend Remus Lupin.  He came up here a few hours ago saying he wasn't feeling well and we were wondering if he was alright.  We were really worried, I've heard that you can cure anything in a couple of minutes, and he's been gone for awhile now."

            "He'll be just fine." Madam Pomfrey smiled at them. "I'll let him know you came to see him."

            "Can we just go say hello?  I promise we won't disturb anyone." Sirius asked politely.

            "I'm sorry, boys, but Remus needs his sleep.  He'll be fine by tomorrow.  You'd better get back to your dormitories, or Filch will be very angry with you.  Go on now." she said as she shooed them away with a smile and a wave of her hand.

            The three marauders frowned at each other.  "He was a bit pale today, but he didn't look sick enough to warrant him staying over night in the hospital wing." James said, slightly confused. 

            "Yeah, well I guess we'll just have to ask him about it tomorrow." Sirius said with a frown. "Oh well, come on, there's nothing we can do tonight and Madam Pomfrey sounded perfectly confident that Remus'll be ok.  I need to write that essay for McGonagall."

            "You'd be done by now if you had been working earlier instead of messing around." Peter reminded him

            "Oh, leave me alone, I know all this crap there's no reason for me to do all of the homework."

            "I don't think McGonagall will accept that excuse." James said.

            Sirius just made a face and they made their way back to Gryffindor Tower bantering good-naturedly.

            The next day, Remus was indeed back.  When they arrived in Defense Against the Dark Arts for their first class, he was already seated in the back, waiting for them.  He smiled at them as they took their seats, his normally handsome face was more pale than usual and he looked exhausted; there were bags under his eyes, which were red and bloodshot. 

"Damn, Remus, what happened to you?" Sirius asked in a more worried tone than he had had at any point the night before.  "You musta been really sick."

"Nah, I think I just had an allergic reaction to something in the potion Madam Pomfrey gave me." he said, not quite meeting Sirius's eyes.

Sirius and James exchanged skeptical looks, but before they could question him further, Professor Flitwick appeared and told them to take their seats.

Sirius's interest was piqued again when the light-haired boy reached for his quill.  His wrist and the back of his hand had dark lines across them, as though Remus had had a fairly bad wound there that had been mended by Madam Pomfrey.  Remus saw what Sirius was looking at and quickly shrugged his sleeves down over his hand.  Sirius looked up into a pair of nervous amber eyes that were silently begging him not to say anything.  His own eyes narrowed suspiciously, but he relented and didn't mention anything out loud.

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            Eventually, between homework, pranks, detentions with Filch, and Quidditch practices that James and Sirius loved to watch even though first years weren't allowed on the team, they forgot about Remus's peculiar illness and his refusal to talk about it.  The first two months of school flew by and November came, along with Quidditch games and horrible weather.  The first game of the year was Gryffindor versus Hufflepuff, and the entire school came out to watch despite the hurricane weather.  Slytherin had won the Quidditch Cup for the past five years running, and everyone was hoping for a Gryffindor victory to unseat the Syltherins.  It was raining so hard that they could hardly see the players on their broomsticks, so James and Sirius spent most of the game explaining the rules of Quidditch to Peter, who was fascinated, and Remus who wasn't interested at all. 

            "There's 4 balls, the Quaffle, the two Bludgers, and the Golden Snitch." Sirius explained.

            "The Chasers score by getting the Quaffle (the big red one) past the Keeper and into the goal posts." James added

            "I can't even see the players, let alone the ball." Peter laughed.

            "Oh well, just listen to the commentary." Sirius suggested as the announcer informed them that Gryffindor was in possession. "Anyway, the two Bludgers (the black ones) try to knock players off their brooms.  There's two Beaters on each team to try to protect their teammates from the Bludgers and knock the other team of their brooms."

            "And there's the Golden Snitch.  It's this little tiny ball with wings that flies around the field.  The Seeker is the one who has to find and catch the Snitch, which ends the game.  It also gives that Seeker's team a hundred and fifty points." James added.

            "Wow this is so much cooler than Muggle sports." Peter said excitedly.  "They only play with one ball, and it never moves of its own accord.  Quidditch is like a mixture of basketball and baseball on broomsticks!"

            "What's baseball?" Sirius asked.

            "And basketball?" James added.

            "Oh, I saw a bunch of Muggles playing basketball in a park once." Sirius said as he launched into a hilarious story about how these six Muggle boys chased an orange ball that didn't move on its own back and forth down the court.

            Suddenly the crowd around them went silent as the announcer said "It looks like Michael Daily, the Gryffindor Seeker has seen the Snitch!  Hufflepuff Seeker Derek sees it, too, but Daily has too much of a head start.  Hufflepuff in the lead with 90 to 50, but Daily catches the Snitch to put Gryffindor in the lead.  GRYFFINDOR WINS 200 TO 90!"

            "And that, my friend, is why the Snitch is so important." James said, throwing his arm around Peter's shoulders as all the Gryffindors cheered.

            As they made their way back into the castle, James pulled them away from the cheering Gryffindors who were going upstairs to party in the Gryffindor common room.  "I heard about this really great secret passage from a couple of Hufflepuff fourth years." he whispered. "It's behind that big mirror on the fourth floor, and it leads straight into Hogsmeade." His eyes were twinkling with excitement.  "You guys up for it?"

            "Always." Sirius replied, his eyes shining with anticipation. 

            "Why do I get myself into these things?" Remus asked philosophically.

            "Aww, come on, you know you love breaking rules just as much as I do." Sirius teased him as he threw an arm around Remus's shoulder.

            "It's not the rule breaking that's a problem it's the weeks of detention we get after every one of your stunts." Remus grunted as he followed his friends up to Gryffindor Tower to get James's Invisibility Cloak.

            "Hope you boys brought your money." James whispered as they slipped through the passage on the fourth floor.

            "I brought tons." Sirius said happily. "The one good thing about my family is that they're so obsessed about their image that they'll give me whatever I want just so people know they can afford it." he laughed. "Ironic, isn't it?"

            The passage ended in a trapdoor what came out in an alley behind the Three Broomsticks.  Sirius let out a whoop and jumped in the air, while James spun around in a slow circle, murmuring about how he'd been looking forward to this all his life.

            "As touching as it is that your life's goal was to stand behind the Three Broomsticks and make a fool out of yourself, I'm thirsty; I'll see you three in the Three Broomsticks as soon as you're done catching flies in your mouths." Remus teased them.

            "Let's go to Zonko's first." James suggested.

            "We're right here, and this way we won't have to carry the bags around all day." Remus argued.

            "Always the logical one." Sirius teased.

            "Someone has to be." Remus said as he headed toward the front door.

James folded the Invisibility Cloak under his robes as they walked into the Three Broomsticks.  They took a seat near the back of the pub and the waitress brought them their butterbeers.  She was a beautiful young woman with the kind of body that inhabits the dreams of pubescent boys.  "If you need anything else, I'm Madam Rosemerta." she told them.

"I'm James Potter, this is Sirius Black, Remus Lupin, and Peter Pettigrew." James introduced.

"Nice to meet you.  Are you boys from Hogwarts?" she asked.

As James was trying to think up a convincing cover story, Sirius spoke up.  "Yeah, this is our first time in Hogsmeade."

Madam Rosemerta smiled.  "Shouldn't you be in school?" she asked without the slightest trace of disapproval in her voice.

Sirius shrugged, "There aren't any classes today, and Gryffindor just won the first Quidditch game, so we're out celebrating."

"Sounds like fun to me." Madam Rosemerta said, her eyes glittering merrily.  "So how do you boys like the village so far?"

"Well, the butterbeer's wonderful, we really haven't seen anything else." James answered.

She laughed. "Well, since this is a celebration, drinks are on the house.  Have fun in Hogsmeade, and good luck in getting the Quidditch Cup.  I'd hate to see Gryffindor loose to Slytherin." She winked at them, turned on her sparkly green heels and walked off to serve her other customers.

They finished their butterbeers and headed towards Honeydukes sweet shop.  "How'd you know Madam Rosemerta wouldn't turn us in for sneaking out of the school?" Peter asked, his eyes wide and adoring, obviously thinking that Sirius was brilliant for how he handled the situation.

"Close your mouth before you catch a fly, Peter." Sirius teased, "She's a cocktail waitress; do you really think that she'd turn away business just because it's against school rules?  Besides she'd find out eventually if we'd lied to her, and that would probably piss her off worse than just sneaking out of the castle."

As they entered Honeydukes, he trailed off.  The store was filled wall to wall and ceiling to floor with the most delicious looking candy that any of them had ever seen.  There were shelves upon shelves of the world's finest chocolate, barrels of Bertie Bott's Every Flavor Beans, aquariums fill of gummy worms that actually wriggled, quills made of pure sugar, and everything else imaginable.  Remus and Peter began filling bags with their favorite types of candy, while Sirius and James hurried off to the "Special Effect Sweets."  As they paid for their candy, Remus eyed the enormous bags James and Sirius were carrying warily.  He wasn't sure if he wanted to know what was in there.

Their next stop was Zonko's joke shop, and James and Sirius looked as though they had just died and gone to heaven.  "Did you see the Poison Ivy soap?  Or the Fainting  Flounders?" Sirius breathed excitedly as he looked up from a bin of fish- shaped candies that would make whoever ate them faint immediately.

"Look, only a Knut for a whole jar of itching powder!" James said delightedly.

Peter was looking between James and Sirius with a look of amazement on his face at all the things in the shop.  He probably won't be so impressed when he wakes up one morning to find that they've put itching powder in his bed.  Remus thought darkly as he made a mental note to beware of anything that might possibly be used against him.

They were late returning from Hogsmeade that night, and they had to be careful that no one heard the rustle of their bags as they snuck back to Gryffindor Tower.  When they finally got back in their room, Frank Longbottom was already sleeping, which suited the Marauders just fine as they emptied their pockets and bags full of wonderful things from Hogsmeade.