She woke up the next night to find James asleep in the bed next to hers.

"James? What happened? I think I had a bad dream, but," she rubbed the back of her head. "It seemed so real."

"Yes, it was real."

"He-he, Re-Remus is a-a, a werewolf?"

"Yes, and we are going away tonight with him to transform."

She just sat there, shocked.

"You're awake? Good! You can leave now, you'll be fine." Said Madam Promfry, the school nurse.

James walked Lily back to the Common Room. It was about 8 o'clock and they were scheduled to leave at 8:30. They sat down in the chair together and waited for 8:30 to roll around. After 10 minutes Lily was asleep, head in James lap, he didn't want this night to end. He sat there stroking her hair. At 5 till he had to leave, Sirius came up to him and woke him up.

"James, Hey! Wake up, its time to go."

Lily shifted, James looked down at her. "I can't go this time Padfoot, sorry."

"What? James! Moony needs you!"

"I said I was sorry."

Sirius snorted then turned on his heel and left. James looked back down at Lily. She looked so peaceful, sleeping there.

"Lily? Hey, wake up."

"Mmm, James?"

"I have to go."

"Why?" she asked.

"Moony, Remus needs me."

"I'll come too!" she said. "I can help."

"No! Lily you can't, ugh, remember what I told you before about him?" she nodded. "Well, this is the time for him to change, that's why you can't. I'm sorry, forgive me?"

"I guess." She smiled. "Of course." She said and kissed him on the nose. "I'll be waiting here for you."

"Thanks, I love you!"

"Me too." She gave a weak smile as he left the Common Room. She sighed and went up stairs to bed.

James raced down the stairs and caught up to Sirius.

"Wait! Padfoot! I'm coming!"

"Great! OK, now let's go. We're already late as it is!"

They bolted down the stairs, stumbling occasionally. They raced through the lawn, pausing in the shadows for a breath. They transformed into their animagi and headed into the tunnel that led to the Shrieking Shack. What they did not know was that somebody was watching them. Up on the 7th floor tower, Lily who was staring out the window, saw what had happened, saw them transform. She blinked a couple of times, had she really seen this? She watched the animals disappear into the trees.

James and Sirius races through the woods as fast as they could. Sirius looked up at the sky, it was crystal clear out, he barked to get James' attention. James realizing this ran faster, so did Sirius. They reached the shack just in time to see Remus change. They wrestled with him trying to clam him down. James tried to strike him with his antlers, only hitting Sirius in the ribs, there was a sharp snap and 3 of Sirius' ribs hand broken. Sirius yelped in pain, but kept trying to hold back the werewolf.

After about and hour of commotion, Remus finally settled down and slept, this was a chance for James and Sirius to rest too. Sirius licking his wounds, and James scratching his antlers on the sofa.

They stayed there for the night, only when Remus changed back and had waken them up had they changed back to human form and headed back up to the castle.

They helped Remus to the Hospital Wing, as he was supposed to go there every month, when he was done transforming. They sat with him for a little bit, Sirius getting his ribs re-pared.

"Wow, James, nice hit." Whispered Sirius, rubbing his side.

"Sorry." James whispered back.

"Hey, you OK Remus?" asked Sirius.

Remus was clutching his side just as Lily walked in. She saw that he was in pain and ran over to him. All the others ran over to his bed too. Lily moved his hand from his side. He screamed with pain.

"What is it?" she asked. "What's wrong with him?"

"I don't know." Said James.

"It looks as if, it's, and it's his stomach or something."

He clutched his side again, just as Madam Promfry came in. She rushed over to him and told Lily, James, and Sirius to leave.

They headed back to the Common Room, and sat in silence by the fire, waiting for Remus to return. When 9 o'clock rolled around Lily was once again asleep in James' arms. Sirius asleep in a chair, curled up like a dog. James just sat there running his fingers through Lily hair staring at the fire, when Remus came through the portrait hole.

"Hey." Whispered James. "What was wrong?"

"My appendix." He replied, laughing.

"Hey, pull up a seat, there's no need to wake them."

Remus sat down and he and James talked the night away