Author's Note: I'm not sure if werewolf's turn into humans if they aren't exposed to a full moon on a full moon night, but in this fic, they do. If they don't, than this chapter is slightly AU.

Hagrid appraised Lily and James's work. "Well done, the two of yeh, well done!" he said, thumping them on the back. Under the dim wand light, James could see Snape send him a venomous glare. James just grinned back.

"Really, Hagrid, it was nothing," James said. Now it was Lily's turn to send him a venomous glare.

"It's really nothing to blab your secret to the world, Potter," Lily hissed in his ear.

"But it was Lily who stunned it. I just subdued it," James said quickly.

"Well, yeh both deserve credit where credit is due. If this weren't detention, and I was a teacher, I'd give yeh each twenty points," Hagrid said, beaming at them. "Well, c'mon, we've got teh getcher back the  castle."

Hagrid led the three of them out of the Forbidden Forest, after having Lily send a shower of sparks in the air to mark where the troll was. Slowly, they made their way back to the castle. Once they reached the Great Hall, they parted ways. Lily and James headed up to the seventh floor, and Snape headed down to the dungeons.

Once they entered the Gryffindor common room, James bolted up to the Boy's Dormitory. He found a note, hastily scrawled in Sirius's handwriting, on his bed.

Prongs,

Went out. Had to borrow the Invisibility Cloak, but Womrtail returned it to the usual spot. Meet us at the Whomping Willow.

Padfoot

James laughed. They were always thinking of ways to get his cloak back to him when he had late-night detentions on full moons. He quickly rummaged through his trunk, and found his old Invisibility Cloak his father had given to him. He listened intently; there was only one non-Marauder Gryffindor seventh year boy, and he was currently snoring quietly.

Quietly, James slipped into his cloak and trekked down to the common room. He glanced around, and saw it was empty. He let out a sigh of relief.

Then, to his complete horror, he heard someone cough. Trying to keep his feet covered by the cloak, he whirled around. Sitting at a table, quietly scribbling away at her homework, was Lily Evans.

Oh Merlin, no… Why can't she go to bed? James thought furiously. Even though he thought the world of her, he wanted her to be anywhere except in the common room. Sighing, he sat down on one of the squashy arm chairs and waited.

He was sitting in the arm chair for fifteen minutes when he decided he needed to take action. Pulling his wand out of his pocket, he stuck it out of the cloak the tiniest bit, and whispered, "Stupefy." Lily slumped over on the table.

James quickly rushed to the portrait hole and pushed it open. Before he closed it entirely, he whispered, "Enervate." Lily quickly woke up and looked around.

"Must've dozed off," she said, and went back to working on homework.

James ran down to the grounds, cursing his luck that the other Marauders had their map. Thankfully, he ran into no one, save the Bloody Baron, who was lecturing Peeves the Poltergeist once more.

Once he stepped out onto the Hogwarts grounds, he pulled off his Invisibility Cloak. He sniffed the cool, night air; no longer was he confined to searching for a troll in the Forbidden Forest, or listen to Snape chide him about Lily. He was free, and he could do whatever he wanted.

He quickly transformed into the stag, but not before stuffing his wand and Invisibility Cloak in his pocket. He gracefully galloped over to the immense Whomping Willow. There, a large black dog, a werewolf, and a rat, awaited him.

The Whomping Willow was thrashing out at the three of them, and occasionally sending a large branch thwacking onto the dog or the wolf.

The dog, Sirius, bound over to James and did a dog-form of a bow. He went to the left side of the werewolf (Lupin.) The rat, Wormtail, scurried over to the tree, and pressed one of the roots. The Whomping Willow instantly froze.

Lupin growled a little, but James stepped over to his right side, and stamped one of his hoofs onto the ground. It's all right, Moony. It's just me, Padfoot, and Wormtail. James looked over at Sirius, and nodded his stag head. Together, they escorted Lupin into the hole of the Whomping Willow.

It was a long, dark, dingy tunnel that stretched all the way from Hogwarts to Hogsmeade. Wormtail had already scurried ahead, leaving just James, Lupin, and Sirius. Once they entered the tunnel, Lupin twitched a little, and then transformed from wolf to human, quickly followed by James and Sirius.

"All right, Moony?" James asked, lighting his wand tip.

"As I'll ever be," he said. His voice was hoarser than usual, and he was pale.

"Well, what should we do tonight, Prongs?" Sirius asked, grinning at James.

"Oh, I dunno. Probably go explore Hogsmeade," James shrugged.

"Again? Prongs, can't you ever pick something original?" Sirius joked.

James opened his mouth to say something, but he heard something fall down behind him. "Did you just hear that?" he asked.

"Probably just Wormtail," Lupin said, shrugging.

"It came from behind us," James pointed out.

"Ah, probably wasn't anything, mate," Sirius said. "C'mon, or Wormtail'll get way ahead of us."

"You're right," James said, and then broke into a run. Irritated, Sirius turned into the black dog and bound ahead of James.

"Think you can outdo me, eh?" he said defiantly, and was quickly a stag. Soon, he was ahead of Wormtail, who was in his human form, wheezing and panting. Lupin, not up to his full health standards, walked slowly, hands in his robe pockets, until he caught up with Wormtail.

"I wish I was up to full heatlh," Lupin said wistfully.

"I wish I could run that fast," Wormtail added.

Sirius and James were quickly their human forms, and they shouted back to the two. "Oi! Are you just going to sit there all day?"

Lupin rolled his eyes and then, with a faint pop, he was up with James and Sirius.

"And I really wish I was old enough to Apparate…"

Once they cleared the old tunnel and entered the Shrieking Shack, Lupin went to one of the ripped up armchairs that was in the main room and sat down. He panted slightly. "Merlin, I hate this place," he said.

Sirius plopped down on one of the other arm chairs. "Hey, at least it gives us a chance to get out of the school, eh, mate?"

"Imagine if we were caught," Wormtail said, suddenly going deathly white. "We'd probably be expelled! But not before losing Gryffindor around two hundred points each! Then we'd be sent to Azkaban for the rest of our lives, for being unregistered Animagi!"

"Wormtail," Sirius laughed, "I doubt any of us will ever be sent to Azkaban. They don't arrest people for being unregistered Animagi. Do they?" he added, looking at James.

"Well… in History of Magic, Professor Binns told us that in 1754, they introduced the Animagi Act, saying that if any unregistered Animagi are caught, they will be fined three hundred Galleons and forced to register. If they haven't turned into their animal forms yet, only when learning to become Animagi, they'd only have to register," James said, matter-of-factly. "But that was in third year, and I wasn't paying attention."

In the darker corner of the Shrieking Shack, two almond shaped green eyes could be seen, listening to the Marauders conversation. Lily Evans had followed James out of the common room. She knew something was up when she suddenly fell asleep and woke up. She heard the Fat Lady's portrait close, and quietly followed James. There was one point when she was almost caught, in the tunnel of the Whomping Willow, but thankfully, Sirius dismissed it.

Merlin, these idiots are going to get themselves killed. She knew that it was dangerous to follow the Marauders, but she had to see what they did every full moon. She wanted to know exactly what they were up to, and why James Potter, Head Boy of Hogwarts School of Witchcraft and Wizardry, was so keen to sneak out once a month.

Lily could hardly hear what they were talking about. It all seemed to be in muffled whispers. However, she finally heard James speak up. "Well, c'mon guys, the night awaits us!"

Lily was forced to duck further into the corner as James, Sirius, and Wormtail transformed into their animal forms. Even though she completely detested Sirius and James, she had to admit it was pretty impressive that they were Animagi by the age of seventeen.

Cautiously, Lupin moved between James and Sirius. The two formed a tight blockade around him, and he nodded, grimly. They walked out of the Shrieking Shack, and Lupin began his transformation into a werewolf.

It was really the first time Lily had ever seen a transformation from man to wolf, and she was quite fascinated by it. He began snarling, and his body began to elongate. His hair seemed to cover everything, as though grass were growing on his face, robes, hands, his entire body. His shoulders began to haunch, and soon, he was a werewolf.

Lupin barked, apparently annoyed by the fact that the stag and dog- No, Potter and Black, Lily reminded herself- were pushing themselves together very tightly; soon, he had no option but to move forward.

Lily gave a gasp of shock. This was the full force of Remus Lupin- a werewolf, with the mind of a wolf. He was still growling, but realized that he had to move, since James and Sirius started walking forward.

Lily looked around for Wormtail- where had he gone? Then she saw him- a small rat, squeaking in fear, scampering forward and back, trying his best to avoid Lupin. Lily rolled her eyes. It fit Wormtail's personality that he was a rat. She had always liked him least of the Marauders- even less than she liked James.

It didn't help that he had once tried to flirt with her- unsuccessfully, of course. However, she remembered what he had said to her, in their sixth year.

"H-hello, Evans."

"Hello, Peter," Lily said, smiling.

"E-E-Evans, I was wondering…"

"What, Peter?" Lily asked, smiling at him.

"W-w-well, Evans, I was wondering, would you like to go to the Winter Dance with me?"

"I'm sorry, Peter, I can't go to the Winter Dance with you. I've already promised a Ravenclaw fifth year I'd go to the Winter Dance," Lily said. "I'm really sorry."

"What? A-a-already promised another boy to the dance? But Evans! I've- I've always been your friend!" Wormtail said desperately, tugging at hem of Lily's robe. He was on his knees.

"Peter, I'm sorry, but-"

"I'll get you for this, Evans!" Wormtail had drawn his wand, wiping away the tears that had formed in his eyes, and pointed his wand at Lily. "Stup-"

"Expelliarmus!" Wormtail's wand had flown out of his hand, and he had fallen backwards. James Potter stood over him, seething. "What the hell do you think you're doing?" he shouted.

Lily sighed. James had always cared deeply for him- she had known that. However, she had also known that he was the most arrogant boy at Hogwarts. But in recent years, he seemed to be getting better. He would hold open doors for people in the hall, and he stopped hexing, jinxing, and cursing people for the fun of it. However, she noticed he never let up on Snape.

Lily's thoughts were interrupted by the howl of a wolf, the bark of a dog, and a few whimpers. Guessing what had happened, she rushed out of the Shrieking Shack, and saw, to her complete horror, that Lupin had broken loose.

He had attacked Sirius first; his dog muzzle was scratched and he had narrowly missed getting his left foreleg bitten. James had jumped into action, leaping on top of Lupin, placing his hooves on Lupin's back, and took his antlers, pushing Lupin's body upward.

Before she knew what she was doing, Lily drew her wand. She had to point her wand very carefully- Lupin had managed to throw James off of him, and he was trying to bite James- so far, all he had managed to do was scratch James across the back severely.

Finally, the moment was right. Lily threw out a Conjunctivitis Curse, hitting Lupin square in the eye. He howled for a moment in pain, and Lily knew her moment had come. "Stupefy!" she shouted, and the werewolf was slumped over on his paws.

Sirius, James, and Wormtail transformed back to their human forms. Sirius was panting, but his injuries were gone- so were James's. Wormtail looked positively horrified.

"Well," Lily said, "I hope you're happy, running around with a werewolf. See what just happened?"

Sirius looked downright ashamed of himself, and Wormtail was still horrified. James, however, was seething. "Evans! You could've been killed! What were you thinking?"

"What was I thinking, Potter? Well, I'll tell you what I was thinking- I had to save you! You're lucky I followed you, or else you all could've been werewolves!"

"You think that's a risk that we weren't prepared to take?" James asked. "We've been doing this for two years, Evans! Remus has done worse before- far worse! We know how to handle ourselves!"

"Potter, it looked like you weren't handling yourself very well! Sirius was already down, and you were almost out! You're lucky I stepped in!"

"Lily," Sirius said quickly, stepping in between them, "James, I know you're both mad, but I think we should carry Remus back to the Shrieking Shack, and head back to Hogwarts. You can continue your little chat in the common room, all right?"

Irritably, Lily and James agreed. They carefully carried Lupin into the Shrieking Shack, and Lily whispered, "Enervate," once they were all safely inside the tunnel. In the dim wand light, James was glaring at Lily, who glared back at him.

When they finally reached the Whomping Willow, Wormtail pressed the knot in the roots, and they all went under James's Invisibility Cloak. Being careful, they went back into the Gryffindor common room. Sirius and Wormtail bade them goodnight, leaving Lily and James alone to argue.

"Lily," James said, his expression softening, "I was furious for one reason; I didn't want you hurt. You don't think I care for you?" he asked.

"Potter, it was completely idiotic, what you did!" Lily said, trying to keep her voice down. "You went running off with a werewolf, and you were almost bitten by one!"

"I've known about the risk since I was twelve years old, Lily, and I've realized it's a terrible risk. But if I've been doing this for five years, what makes it seem so sudden to you now?"

"Because," Lily said quickly, "because I-" Lily cut herself off. "Because, I've never known about it before know, Potter. Now, if you'll excuse me, goodnight."

Lily stormed up off towards the Girl's Dormitory, leaving James sitting alone on a couch in the common room. "She does care for me," he said, smiling.