A/N: Wow, I think this is the longest thing I've written in a single sitting before. I didn't notice how long it was 'til it was done. Anyway, this is my take on what led Lupin to reminisce about Lily in that bridge scene in PoA. Could be considered a Remus/Lily I suppose, but there's no romance.
The title and idea kinda comes from Green Day's "Stuck With Me".

Remus Lupin looked out of the astronomy tower window at the ground, 100 feet below him.

Tears streaked down his face, but he made no effort to wipe them away, or to stop them flowing from his eyes.

In a single night, his life had gone from the happiest he'd been since he could remember, to the worst he'd ever felt.

His now former friends had discovered his biggest secret, one that he'd tried to keep from everyone, including the professors.

Remus Lupin was a werewolf. Hated and mistrusted by most of the wizarding community, it was no surprise that his two best friends, James Potter and Sirius Black, had turned against him.

Both being from pure-blooded families, they had grown up learning to hate and fear werewolves.

Peter Pettigrew, who worshiped the ground that James and Sirius walked on, had followed suit.

Remus had known it would happen if they found out, everyone he'd known reacted the same way.

But it still hurt him that his 3 friends, his first real friends since he was small, now hated him simply for existing.

Tears now falling freely, he remembered the confrontation earlier.

--Flashback--

Remus staggered back through the portrait into the Gryffindor common room.

His bones ached and blood still flowed from the gashes across his arms.

His transformations were particularly painful, and he would bite and scratch himself since he was deprived of any humans to attack when he was shut in the shack.

He collapsed into a chair beside James and Sirius, and muttered a few healing charms the nurse had taught him.

"Hey guys" he said.

"Hey, Remus." James said. "Back already? I thought you said you wouldn't be back till tomorrow."

"Oh," Remus said, pausing to think up an excuse. "My – my mother's much better now and she said it was best if - "

"Your mother?" Sirius cut in. "You said your dad was ill yesterday."

Remus bit his lip, slapping himself mentally for not remembering.

"T-That's what I meant." He said. "My dad's better now."

"Your family seems to get ill quite a lot, don't they?" James said, with a look at Sirius.

"I guess it must run in the family" Remus said with a nervous laugh.

"Why do you always come back exhausted and covered in cuts anyway?" Peter said, trying to fit in with James and Sirius.

"I – I don't get on with the dog at home" Remus replied lamely.

"Oh," Peter said, apparently satisfied.

"What strikes me as strange," Sirius said, apparently ignoring Peter, "is how your family always seem to fall ill at certain times of the month."

Remus began to panic.

"They can't know, can they?" he thought desperately. "They just can't! This is the first time I've been happy in years!"

"Th-they do?" Remus said, trying to control the shaking in his voice. "I haven't noticed any pattern."

"Let's see," James said, apparently thinking hard. "Your mum was ill last month on the 16th, before that was your gran on the 12th, this month it's your dad on the 19th..."

"That seems to fit well with the pattern of the full moon" Sirius finished, emphasising the last two words.

Remus just gaped.

"This can't be happening!" he thought. "It just can't be happening!"

"It's true, isn't it?" James said, lowering his voice slightly. "You're a werewolf." He spoke the last word with a particular hatred.

Remus said nothing, still in shock that his friends had discovered his secret.

"I knew it," Sirius hissed, when he realised Remus wasn't going to answer.

Remus looked between his friends' faces, noticing that their looks were all remarkably similar to hate.

The familiar sensation of depression and self-hatred overtook Remus, as he realised what was probably about to happen between him and his friends.

"Guys?" he said uncertainly, hoping against hope that they wouldn't hate him.

"Right, well now we've got that sorted, let's make a few things clear." James said, as he and Sirius stood up. Peter soon followed.

"One, we don't want you anywhere near us again" Sirius said, his voice now calm and cold.

"Two, we don't want you talking to us again" James said, just as coldly.

"Three, we want you out of the dormitory" Peter said, apparently pleased to have thought of something.

"Right." Sirius continued, his voice even colder, "and if you do come near us or talk to us again, you'll find yourself in a silver-barred azkaban cell."

Remus choked at his words, trying hard to fight down tears.

"Now that's clear," James said, "let's go guys."

And the three of them turned and left the common room, leaving Remus behind.

--End Flashback--

Looking back at the ground below him, Remus climbed out onto the window ledge.

"What's the point in going on?" he thought to himself. "Everyone hates me when they find out what I am, so why bother with the pain of being alone anymore?"

Standing up on the window ledge, he closed his eyes and prepared to let himself fall, when he heard a scream behind him.

"REMUS NO!" it was Lily Evans. What she was doing there, Remus had no idea.

"It's better this way." Remus said, not moving from the ledge.

"No, Remus, it's not!" Lily cried. "What on earth has made you think that?"

"It's not worth going on" Remus said, still not moving.

"Why not?" Lily begged. "Please, come down and explain to me."

Remus was surprised; he didn't know Lily very well. They'd worked together in a few classes, and talked a few times, but they weren't really friends.

With a small sigh, Remus climbed back into the tower, and lent against the wall.

Lily let out a breath, though she was still shaking from fright.

"S-So what in Merlin's name made you want to jump, Remus?" Lily said, regaining her composure.

Remus said nothing, still thinking about the confrontation earlier.

"Has it got anything to do with you being – what you are?" Lily said quietly.

Remus jumped back in shock.

"How – how do you know?" he stuttered.

"I'm not stupid," Lily smiled. "Don't worry, I don't hate you." she added.

"You don't?" Remus said, surprised.

Lily shook her head. "No. It's not what someone is, but what they choose to become that matters." she said.

Remus smiled. "If only everyone else thought like that." he said.

"So anyway," Lily continued, "will you tell me why you were going to jump now?"

"James and Sirius found out about me." Remus said quietly. "And they didn't take it too well."

Lily gasped, and put a hand to her mouth.

"Wh-what did they do?" she managed to say.

"They said I wasn't to talk to them or go near them again or – or they'd send me to azkaban" Remus said, choking on the words and struggling to hold back tears.

Lily pulled him into a hug.

"Remus you should know better than to listen to those big-headed egotistical prats." Lily said as they broke apart. "Was that the only reason you were going to jump?"

Remus shook his head, finding that he really didn't mind opening up to Lily.

"That was just something to add to the list." he said. "But having your so-called friends tell you that they hate you has it's downsides." he added with a bitter smile.

Lily just looked at him.

"Why then?" she asked.

"All through my life I've been called a freak and a monster," Remus said, looking at the ground. "People run away when they find out what I am. I won't be able to get a decent job because people won't trust me..." he trailed off.

"How can people be so cruel?" Lily said, more to herself. "Prejudiced against someone for something that isn't their fault."

"Nobody ever said that life was fair." Remus said quietly. "If it was, I wouldn't be living this worthless life. People wouldn't be stuck with me."

"Don't you dare say you're life is worthless, Remus!" Lily shouted suddenly. "You aren't worthless. You're nice, smart, witty, good-looking, and people are not stuck with you. If they can't appreciate- "

"What do I have in life, Lily?" Remus said, cutting her off. "My friends hate me, my parents abandoned me..."

"You have me." Lily said quietly, tears running down her face.

After a minute of awkward silence, Remus smiled properly for the first time in a while.

"Thanks, Lily." he said, as she pulled him into a hug. "That means a lot to me."

"Sorry, are we interrupting something?" Sirius had walked into the tower with some girl, obviously planning to get close with her.

"Oh it's you Evans." he said when he saw who it was. "Up here for a little make-out session with the beast?" his voice had a slightly sneering tone to it.

"The only monster I see here is you" Lily said, standing up with a furious look in her eyes.

"Er, I'll just go" the girl Sirius had brought with him said.

"You can't be serious, Evans." Sirius said, nodding at the girl as she left. "He's a dark creature. He can't be trusted."

Remus just sat against the wall of the tower with his eyes shut, trying to fight back more tears.

"How can you be so heartless?" Lily said, a fury in her voice Remus had never heard before. "How can you be so... so cruel? He's your friend!"

"Was, Evans." Sirius corrected. "And that's not cruel. That's just how it is."

"How did you get into Gryffindor?" Lily asked him, her voice cold. "When are you going to join the dark side like the rest of your family? Or maybe you already have. Perhaps you're a spy - "

"How dare you!" Sirius said, his face contorted with fury. "I am nothing like my family. I would never spy for - "

"But your surname's Black isn't it?" Lily questioned coolly.

Remus couldn't help smiling to himself. He could see where Lily was going with this. Damn that girl was clever. He just hoped that it would work.

"Yes," Sirius muttered. "But I wish it wasn't. If there was anything I could do about it then - "

"But by your reasoning for hating Remus, you are the same as them." Lily said, looking at Remus as she spoke.

Sirius said nothing. Remus could tell that he had no answer to what Lily said.

"Don't you think he wishes he wasn't what he is?" Lily continued quietly. "Don't you think he'd have done something about it by now if he could? There are some things that just can't be changed, Sirius."

Sirius looked slightly startled at her using his first name.

"That's different." he muttered finally.

"How? Because you're human?" Lily questioned, looking at Remus again.

"He could hurt you, and yes, because I'm human." Sirius said, not looking at her.

"You being a dark wizard could hurt me too," Lily said, ignoring Sirius' angry look at the mention of dark wizard. "He may not be fully human, but he was more likely to hurt himself than me."

Sirius said nothing and turned away from her, staring at the wall.

"Didn't you wonder why we were up here?" Lily said, her voice now shaking from suppressed emotion. "Well let me tell you. I came up here for a walk, to get away from my dorm mates, only to find Remus standing on the window ledge about to jump."

Despite himself, Sirius looked at Remus in shock.

Remus looked back at him, tears running down his face again.

After a moment of silence, Sirius turned on his heel and left the tower.

As he left, Lily broke down completely.

"Th-thank you" Remus said quietly. "You didn't have to do that."

"Yes I did," Lily said, embracing him again. "They need to see that you aren't a monster."

"Thank you," he said. "Don't know what good it'll do though."

"They'll come around," Lily assured him. "Just give it a bit of time."

Remus smiled, hoping that she was right.

Much to his surprise, she was.

A few days later, Remus was sitting in the common room reading a book, when Sirius threw himself into a chair next to him.

Remus jumped in surprise when he saw who it was, and immediately got up to leave, but Sirius called him back.

"Remus, stay, please. We need to talk."

"I thought you said if I came near you again or talked to you I'd find myself in azkaban" Remus said warily.

Sirius grimaced at his words.

"That's what I wanted to talk about." he said, avoiding Remus' gaze. "I wanted to apologise. I was hoping you could forgive me?" he finished pleadingly.

"I see Lily really got through to you," Remus said, a hint of a smile on his lips.

"Yeah, she is quite something." Sirius said hesitantly. "I know we said some terrible stuff to you a few days ago, and I wouldn't be surprised if you hate us, but you have to understand that it took us some time, being from pure-blood families and all. I just hoped that you could forgive us."

He looked so upset and sincere as he said this that Remus was having trouble not laughing.

"Well that was an over-dramatic apology, Sirius." he said. "What you said hurt me a lot, but I think I can forgive you. It won't go away overnight though."

Sirius smiled. "I understand that, mate. But at least it's a start."

He offered his hand to Remus, who shook it.

"Well I'm going to bed," Remus said, picking his book up off the table. "Night."

"I am too," Sirius said. "I'm exhausted."

They both left the common room and headed for the boys' dormitories, not noticing a certain red-haired girl watching them from the corner of the room with a smile on her face.

The next few days got better for Remus. James and Peter came to him to apologise. He suspected Sirius might have had something to do with it, but he didn't mind. He was glad things were settling back to normal.

Lily, Remus decided, was one of the most beautiful people in the world. Just by being there and standing up for him, she had saved him. Literally and emotionally. He was forever in her debt.

Although there was no romance between them, in just a few days they had created a friendship as strong as their others, if not stronger.

Even 20 years later, Remus still thought back to the few nights when Lily had been there for him, even though she had been gone 12 years. He still liked to remember.

"Your mother was there for me at a time when no-one else was. Not only was she a singularly gifted witch, but she was also an uncommonly kind woman. She had a way of seeing the beauty in others, even, and perhaps most especially, when that person could not see it in themselves."