A/N: This is the first fanfic I've ever done, I hope you enjoy it! Please R&R once you've finished! Please and Thank you.

Chapter One: Friends?

James Potter awoke with a start. "Padfoot?" he whispered. "Padfoot, you there?" Silence.

"Remus?" Again, there was no reply. "Oh...damn...I forgot! Full moon tonight!" He stuffed some pillows down into his bed to make it look as though he was still there, and crept to the portrait hole and climbed out, using his Invisibility Cloak. The Fat Lady muttered something undiscernible sleepily. Carefully, James tiptoed to the end of the hall and took off his Cloak.

He glanced down the two side halls to make sure no one was coming, and started forward, when he thought he heard footsteps behind him. Whirling around, he found himself face to face with no one other than Lily Evans.

"Hey, Lils," he said in a quiet voice, making her wince at the nickname. "What are you doing out at this time of night?"

"I think I might ask you the same, James."

"I asked first," he pointed out.

Lily rolled her eyes. "Truth be told, I followed you out here. To see where you were going. You disappear like that so much--I see you leaving sometimes when I'm up late--and I can't help but wonder where you go."

"Ah-ha!" He then looked around. "I can't tell you where I'm going. And you can't follow me. It's too...it's just too dangerous."

"Too dangerous for me? Then why, pray tell, are you going?"

James bit his lip. "Because...it's not dangerous for me."

She raised a brow. "Not dangerous for you? Oh, excuse me, I forgot. You're the almighty James Potter, Quidditch player extraordinaire and God's gift to women," she replied sarcastically. "I don't believe for one second that what you're going to do is dangerous--you just don't want me tagging along. I mean, come on! You wouldn't ever do anything that might un-ruffle your oh-so-gorgeous hair."

"Fine. I won't go then. Happy?" He would rather miss one night of running around with his friends than have Lily injured or killed and it all be his fault. Shaking his mind of these thoughts, he glanced around nervously. "Let's get back in the common room before someone shows up." He put his Invisibility Cloak back on and started towards the Fat Lady.

"So that's how you've been sneaking out...I've been wondering about that."

"Yeah, well, if you tell anyone, then...then I'll be in a whole lot of trouble, that's what." He walked up to the Fat Lady, and was about to prod her awake, when Lily stepped in front of him.

"That's not a smart idea. I, for one, don't want to get into any trouble. Here, let me." She tapped politely on the Fat Lady's shoulder, and she awoke with a start.

"Huh? Who's there?" She glanced around for a moment before noticing Lily. "Oh, it's you, dear. Another late night studying?" Lily nodded, and the portrait swung open for her. James scrambled up as well before it shut behind her.

"So. Spill it," said Lily, sprawling over one of the couches in the Gryffindor common room.

"I really don't want to tell you this, Lils. You're gonna to want to tell a teacher, and we all will be in a whole lot of trouble."

"We all?" she questioned. "So...what have "we all" been up to?"

He sighed. There wasn't any way out of this one without Lily completely blowing up at him. "Promise you won't flip out too bad though."

"I don't think there's much that could surprise me when it comes to you."

"Maybe..."

"Just get on with it. Stop stalling."

"Ah, you figured my game out? Fine then...I guess I better tell you...

"It's about...Remus," he said vaguely. "He has a...'special condition', I guess you could say."

"Oh, that?" Lily asked. "I've guessed that for ages. We all know he's really shy...I've always thought he seemed a bit frightened. It's too bad that he's an orphan." She ignored James' stunned look and continued on. "But what does that have to do with you sneaking out of the dorm at this hour?"

"Oh...well, uh, that's actually not his problem. See...Sirius and Peter and me...we noticed that Remus began disappearing a lot, and we figured out that..." He trailed off before continuing hesitantly. "We figured out that Remus was a--a werewolf. And, well, we felt real bad for him, and so we decided we'd keep him company every full moon. We became...Animagi. Unregistered, but still Animagi."

"I can't believe you, James! I thought you would at least have more sense than that," she replied to his revelation.

"I guess you were wrong, then," he replied with a grin.

Lily was in her seventh and last year at Hogwarts School of Witchcraft and Wizardry. Once upon a time she had been a bossy know-it-all little girl, but now she had grown up and only recently begun turning many heads. She had grown into her huge, clumsy feet and now had slender curves. Though one thing still had not changed--her inability to keep her temper.

"James! How can you expect me to not tell a professor? I can't just sit here and pretend like you never told me any of this!"

He sighed. "Look, I told you, you don't want to get in to any of this. You don't have to be part of it. I can even do a Memory Charm or something like that for you if you like, that way you don't have a choice of remembering it or not."

James is more mature this year, she thought to herself. Maybe now we can start being friends. Then she almost slapped herself. James Potter? No...he's too arrogant. Not this year, said a small voice somewhere else in her head. Yeah, well, but...how can I give in now? I've spent so much time being his enemy...how can I suddenly be his friend?

James looked at Lily. "Hello? Is anyone alive in there?" He waved a hand in front of her face, and she blinked and fell back into reality. "You going into shock?"

She shook her head quickly. "No, no, I'm fine. Okay, I won't tell anyone, I think I'd better be off to bed now." Lily sounded distracted. Yeah, well, can't blame her, seeing what I've just told her. He silently watched her walk up the steps into her own dormitory, then went to bed himself.