"And then the prod falls out of the tree, you should have heard us howl!" Sirius laughed into his mug of Butter beer.

"He fell out?!" Lily shrieked with laughter.

"Oh yeah, it was hilarious, you should have heard Mr. Potter, boy was he angry!" Sirius told her grabbing a few Bertie Bott's Every Flavor beans that were lying beside the open package on the table. Lily and Sirius were sitting together at a small table in the corner of Honeydukes the wizards' pub in Hogsmede.

"I finally managed to fly last night." She said sipping on her mug of frothy Butter beer.

"James didn't give you a hard time?" Sirius asked looking surprised.

Lily hesitated, thinking about his reaction the night before.

"Nah, it was fine!" She lied with a smile.

Sirius ran his hand through his dark hair, making it messier than ever. She sensed nervousness. Had James told him of what she knew?

"I would have taught you, but i had a DETENTION," Sirius sighed.

"I'm so sorry!" Lily apologized quickly, "I really, really didn't mean t-" Sirius put a finger to her red lips. She backed away at his touch, brushing her long red hair behind her ear nervously.

"Lily," Sirius began again, " I was only joking, I didn't mind, honest, I ONLY had to scrub the trophies in the Trophy room - with NO MAGIC!" he smiled at the guilty look that had spread across her face. Her green eyes were open wide.

"Lily," he laughed, "I'm just kidding, I've had to clean the trophies so many times for detention its like second nature to me now."

" I know, but its my fault," Lily said quietly playing with her hands, "I feel bad,"

"Lily, forget it." Sirius told her.

"I'm such a horrible flier," Lily whispered.

"That's not what I heard," Sirius replied, "James said you did great!"

"How did you manage to separate yourself from him?" Lily asked, finally realizing this was one of the first times outside of class that she had seen Sirius without James.

"He told me he had to study in the Library," Came James's voice.

"James!" Sirius started, standing up quickly spilling his Butter beer.

"Scourgify" Remus, who was standing behind James muttered softly.

Lily could feel the tension building. 'Think of something fast,' Lily encouraged her brain. She wasn't sure why they were so tensely staring at each other, but it occurred to Lily that if the tension wasn't broke, something horrible might happen.

"Well, we were in the Library, but Sirius got us kicked out." Lily smiled up at Sirius.

Peter's squeaky laugh rang out into the silent circle. He stopped at once when James glared at him.

"YOU were in the Library?" James looked down at her sourly.

"Yea, for our project!" Lily said crossing her arms across her chest, "Why do you care so much?"

"No reason, See you back in the Great Hall, Black," James muttered coldly before walking away.

It was true that Sirius and Lily hadn't said one word about their project since they arrived at Hogsmede, but Lily didn't care. Something was going on, and she was ever so curious to find out, but she thought of how James had taken to her reading his mind, and decided against it. Remus and Peter muttered goodbye as well before heading off after James.

"What was all that about?" Lily asked once they were out of earshot.

"I'm not sure," Sirius said, looking darkly towards the door, "Do you want to get out of here?"

"Yea, we still haven't talked about the project." Lily reminded him.

"Right!" Sirius muttered.

When they arrived out on the main street of Hogsmede, Sirius asked her where she wanted to go,

"We still have an hour before we have to be back," he explained.

"How about the Shrieking Shack! I haven't been there before," Lily prompted, "I've always been too scared," she admitted. She grabbed his wrist and dragged him towards the end of the dusty street.

"Uh...I don't know..." Sirius faltered, as he planted his feet firmly in the ground.

"What's wro-" she paused. She could feel the familiar sensation of traveling into another's mind. She could feel his regret, the doubt he had when looking at that building. Had something horrible happened to him here? she wondered.

"Or you know, we could go to Zonko's Joke Shop!" Lily suggested.

"If you want to go to the Shack," he said it was such causality that Lily was sure he was linked to it somehow, "we can, I really don't mind."

"No, I really want to go Zonko's," Lily insisted.

"What for?" Sirius asked looking reproachful.

"I've just remember I wanted to pick up some Dungbombs," Lily giggled at the look of horror on Sirius's face, happy she had caught his attention.

"What for?" Sirius asked horrified.

"So I can drop of a few in Potter's bed!" Lily replied smiling broadly as she lead a laughing Sirius off towards the orange building.

Although Lily's day had not been progressive, academically, it had been progressive socially. She could honestly say that Sirius was her friend. She was glad, he made her laugh and feel so much more laid back. He had an affect on her like nobody had ever had before. She felt so happy, she had had one of the best day's at Hogwarts yet.

"What are you smiling for?" Alice asked as she came in to the dormitory.

"No reason," Lily retorted trying to look puzzled.

"Sure," Alice replied rolling her eyes, "Penny Rufftin, you know that short girl from Ravenclaw in our History class?" Alice asked not bothering to wait for a reply, "Well she told me she saw you and Sirius Black sitting cozily in the back corner of Honeydukes,"

"Your point?" Lily asked sitting down on her bed.

"You were in Honeydukes with Sirius Black!" She shouted, "That's my point!"

"So what?" Lily replied crossly, "We are just friends,"

"Yea, and me and Frank are strangers," Alice said brushing away what Lily had said with her hand, "Anyways, I approve!"

"There's nothing to approve of," Lily insisted, but just as she said that a snowy white owl came billowing in through the open window. It dropped itself on Lily's bed and stuck out its leg impatiently. Lily untied the parchment and read it quickly.

"Dear Lily,

I'm in the north tower in the astronomy tower, and I was wondering

if you wanted to join me. There is supposed to be a good meteor

shower tonight (Peter told me). So if you aren't busy, and are willing

to keep your friend company, (because your company is good to

keep) come up here as soon as you can.

I'll be waiting,

Sirius

P.S watch the third step on your way up, its a trick. ".

Lily grinned as she folded the note and put it into the drawer in the night table standing beside her bed. She looked in the old mirror across from her bed, she looked fine.

"Where are you going?" Alice called after her, as she made her way to the door.

"Out!" replied Lily grinning more than ever. She ran through the crowded common room, glanced around to make sure nobody was watching her, and exited quietly.

As she crept down corridor after corridor, she wondered why she was doing this.

'Because,' she told herself, 'Sirius is your good friend, and he wouldn't drag you out after hours for nothing,' She smiled as she approached the stairs the head up to the Astronomy tower. She heard a lit pitter-patter and turned around. Mrs. Norris, the caretakers horrible cat was running towards her. She ducked into the shadows. Quickly she ran up the stairs skipping the third one with a light hearted leap. She flung open the heavy wooden door to the room at the top of the tower, and closed it fast, closing her eyes and leaning against the door panting.

"Hey," Sirius said.

Lily opened her eyes, Sirius was sitting on a woolen blanket on the floor, the windows in the dim torch -lit room had been magically magnified so that she could see the distant stars clearly.

"Hi," she said breathlessly.