DISCLAIMER: I do not own anybody or thing, just the plot. thank you

Chapter 2- Friends, the best

"I can't believe they all left." lily said flipping though a book. Sitting at a large table, in the library, overflowing with books.

"I can't believe they even came." came the voice of Remus from behind the pile of books in front of her. She laughed and pushed some books aside so she could look out the window.

Snowing. She could see the outlines of Nymph and Aurora throwing snowballs at James through the fog on the glass. Sirius and May were blurred together.

"No, I change my statement, I can't believe James left." He said letting the pile of books between them topple over, catching lily off her guard, she sat up straight and flipped through pages in her book. "You were just staring at him weren't you?"

"I most certainly was not." she stated. he nodded.

"Sure..."

"Why would he stay anyway? "

"Because the only reason he was in here was to watch you read."

"What?" she laughed at him.

"Your telling me you are so dense as to not notice him stare at you every minute of everyday?" she laughed again

"Does he really? What a nutter."

"He's not a nutter, he likes you." she laughed again and continued flipping though her book.

"How come you're in here and not out there?" he asked

"Because I need to learn this stuff so I don't fail."

"Yeah." he started scribbling on some parchment. She continued reading. The scratching off his quill stopped. Crunch. She looked up. He had a chocolate bar.

"Madame Pince will have your head." she said.

"Oh, yeah." he stuffed it back in his pocket but too late in fact. Madame Pince was hurrying over.

"Mr. Lupin! Miss. Evans!" she screeched. "No food! Out! Out!" she levitated the books and sent them out the door. They ran after them, into the hall. The door shut loudly behind them.

"Good job, Remus. Getting me kicked out of the library!"

"I'm sorry-" he started

"I'm just kidding, it was getting cold in there anyways" she laughed helping him gather the books and parchment, and they walked back to the common room.

There were two people on the couch. from what they could see from the back, They were a little busy. Lily rolled her eyes, Remus motioned up the boys stair case. They stopped a few steps up.

"They need to get a room." lily said quietly laughing. "I think that was May and Sirius!"

"You can come study in my dorm if you want."he said opening the door to the left.

"Goodness Remus, I thought you were a gentleman!" lily joked. He rolled his eyes opening the door for her. She walked in face to face with James.

"Oh, Evans. Come for a good snog?"

"Oh please." she rolled her eyes and stepped around him. "I'm here to study, you git!" Remus walked in. James eyed him evilly

"Oh yes, studying. In the boy's dorms. I believe that." he laughed. "Well, like I said. If you want a good snog evens come to me" she said walking out the door laughing.

"What a prat!" lily said dumping the books on Remus' bed, where he sat with his nose in a very large book. He nodded. She sat down next to him, He blushed a little at the idea of a girl sitting on his bed. She pulled out her own book and laid across the end of his bed.

"Sometimes I think we're the only people who study" she said after a while.

"Well, I don't think I know anyone who likes to read." lily laughed.

"You ever notice we end up being the only people left at the end of the day studying?"

"Yeah, but I do the studying for Sirius and peter too."

"What you don't do it for Mr. high-and-mighty ?"

"No, he seems to get stuff done when he spends less time on it then Sirius. And he gets good grades." he sat in though for a minute before asking; "Why don't you like him again?"she laughed and ignored his comment. "No really, why?"

"Do we have to talk about him?"

"No, I guess not..." he looked back to his book "so then, what do we talk about?" he asked sarcastically.

"Me!" she laughed. He shook his head. "Well, lets see, Why do you study? You're top in the class and you know it all. Why didn't you go have a snowball fight with Sirius and them?"

"Because I like the library more." she laughed.

"It's sad but me too." she said seriously. "We're sad. We have no friends but the Library. No, You're my friend!"

"I am?" he was a little shocked by this, they did spend a bit of time together but having someone call him a friend was quite a bit warming, he never really had friends. He preferred to be secluded.

"Well, yeah, I mean, You're the only person I ever study with, and I do seem to like talking to you more than all the girls. All they talk about is themselfs and make-up and- " she shuddered "- James and Sirius" he laughed. "And how can I be best friends with people who don't even make interesting conversation? But then, you are often extremely quiet, but that is a right side better than talking about James and Sirius Day and Night. " she buried her head in her book for a minute. "Am I your friend?"

"Yeah. I love Hogwarts," he started, still reading

"Um, no I was talking about me..."

"No, I mean; I love Hogwarts because I finally have people to be friends with." he explained staring at his book but not reading it.

"Have you ever had a best friend before?"

"Yes, sort of." his lip twitched a bit he looked a bit sadder, but lily, her head resting in her book, did not notice.

"Who?" she asked finally looking up. To see him staring sad and blankly into his book. "Sorry. I didn't mean to say anything that would-"

"No," he snapped out of his trance "He was my brother."

"Was?" she asked but mentally kicked herself. He got up and walked over to his drawers. "I'm sorry Remus! I didn't mean to- to- I think I'll go." she said sitting up, he sat down next to her holding out a picture.

There were two boys, They booth looked like absolutely identical, younger versions of Remus. But there was something different about him, they were both smiling, and laughing with the other. Both holding small broomsticks. They were outside and it was sunny and, neither looked pale and sad, like he did now.

"We were best friends." he said quietly.

"May I ask what happened?"she said trying to choose her words carefully.

"I've never really told anyone."

"You don't have to say anything Remus." she hugged him consolingly.

"It's ok" he said patting her sweetly. He continued after a second of silence "we were six, and he- " he paused for a moment, and cleared his throat, "he got lost in the woods."

Lily could feel tears in her eyes. "I think, I should go now." she said standing up. He looked up at her again. He saw the tears, that had finally fallen, now half way down her cheek. He stood up next to her. She stared down and through him, into space. He pulled his sleeve up over his hand and wiped her tears off her cheeks.

"It's ok." he said softly

"I'm sorry" she said still looking into space.

"No, I am, I mad you cry." she hugged him.

"I needed a good cry" she laughed, picking up his picture. "You were awfully cute."

"Was?" he laughed.

"Still friends?"

"The best?"

"Yeah." she gave his picture back and turned for the door. "Bye."

"You don't have to go you know..."he said putting the picture in the door.

"Oh, yeah." she walked back to his bed sitting down and putting the book on her lap. She sat in silence for a moment, while he picked up his book, and sat at the head of his bed, but he didn't read, his eyes didn't move, he stared at the same spot, looking thoughtful.

"Why did you tell me?" she asked

"Because, sometimes you just need to tell someone." she nodded. And looked into her book, not reading. She stared, thinking.

"I know how you feel" she said finally, Breaking the comfortable silence that seemed once seemed sad, but now comfortable. "I've never had a best friend. No one to talk to about things, I had a journal. It's not the same. It's not alive. I've kept myself locked up. I felt like I had no one"

"You have me."he said this slowly struggling to find his words as though saying this the wrong way would set off a bomb.

"Can I talk to you? About- things?" she struggled for words here, for she really had never had someone to talk to about anything.

"Of course," he looked up at her. She moved up next to him and hugged him ...

A/N; talk about devistated... have you ever accidentally deleted 5 chapters of 800 words each and had no way to retreive them so you stayed up all night re-typing half of it? ... yup that sucks I'd know...