Dusk was coming fast, and the sky was streaked with red and gold like the feathers of a phoenix. Most students were in the library studying or outside enjoying the last of the daylight. But Lily was up in her dormitory with her cat, Galadriel, curled on her lap and some books that she was neglecting lying astray across the bed around her. She was unable to keep her mind on any schoolwork, and could only pet Galadriel's head and look out her window at the sunset, enjoying the quiet.

Before long the color left the sky and it was darkening to a deep blue that would eventually be a thick black sprinkled with stars. In less than half an hour dinner would be served downstairs. Lily decided to go outside and find some of her friends before it was time to go into the Great Hall. When she was going down the small staircase to the entrance of the common room, she was surprised by how little talking she heard, for there seemed to be very few people in there at the moment. But just before she appeared through the entrance she heard familiar voices whispering right by it. It was James, Sirius, and Peter. She shrunk against the wall at the bottom of the staircase and listened intently.

"He'll be back to normal really soon," James was whispering. "The sun's almost down."

"We won't have time to do anything, but the least we can do is go down there to meet him," she heard Sirius say.

"We have to wait until it's completely dark before we go," Peter whispered. "Otherwise..."

"We'll just go now," Sirius said. "We can always change when we get down there, just in case."

As Lily heard them walk across the room, she peeked out to get a look at them. James was holding a garment folded in a neat square that she recognized as his invisibility cloak. He hid it in his robes before he and the others went through the opening in the wall and left the common room.

Lily knew, somehow, that this had something to do with Remus. They had been talking about meeting some. There were other things they had been saying that she didn't understand at all, but she was determined to find out. After she went through the portrait hole she looked down at Sirius, Peter, and James going down the stairs toward the bottom floor, and she started to make her way down the circling stairs after them.

When they got downstairs Lily followed them around a couple corners and realized they must have been going outside. When they finally led her down the steps of the castle onto the grounds, it was especially difficult to keep from being seen. They started to look behind them quite a lot, making her suspect that they sensed someone following them and know for sure that they had to be up to something. She had to keep darting from bush to bush to stay in hiding, and after a while the three were a lot farther ahead of her than they had been. Luckily it was getting very dark as they walked, and there weren't any more students out on the grounds to see her looking like she was up to something even more so than the people she was following.

Eventually the three were so far ahead of her that they became only small figures in the dark, and then they turned around a corner of the school. Now out of their sight, Lily ran quickly forward until she reached the corner and slowly peeked behind it.

They were nowhere to be seen. Lily looked over the landscape in front of her two and then three times, but nothing was moving. She walked out and started to look around, all the while getting a bad feeling. She knew she wasn't supposed to be on this side of the castle. None of the students ever came over here because it wasn't a very attractive place to relax, being the end opposite of the lake. This was where the Whomping Willow was, which the students were warned never to go near.

Lily stopped dead in her tracks, her head turning to the left where the willow was. Something was wrong. The tree wasn't moving at all. She sat in a classroom every day where she could see it through the window while at her desk, and never when she'd watched it before had it behaved like a normal tree.

She cautiously approached the Whomping Willow, looking around the whole time for places that the boys could be. When she was standing right under the tree, a very surreal feeling now coming over her, she stared up at its massive branches and limbs reaching up towards the sky. Through them she could see the moon, which was almost fully round.

As her eyes traveled down to the bottom of the tree, she saw something that she had never been close enough to the tree to notice before. Two of its monstrous tree roots grew high above the ground and were stretched open to form a wide gap. As she peered through the opening it looked almost completely dark, but enough moonlight went in to show that it went far back.

Lily's mind stirred. Had they gone through here? She remembered their map of secret passageways and tunnels all over the school which they had discovered on their own. Remembering this, she was almost sure they had gone through here and gone underground. Where else could they have disappeared to?

Feeling uneasy but comforted by the fact that her friends had probably just gone this way, she put her feet through the opening and almost immediately slid through and landed about eight feet deeper on a hard floor. She got up and looked around. There was a wall in front of her and long passageways going left and right. She looked up at the opening she'd come through, and knew there nothing else to do but start walking down one side of the tunnel.

She couldn't hear anyone else there as she advanced down the right passageway, but still didn't want to light her wand in case she was still following someone. She started wondering what she would say if they discovered she had come here, and what she'd thought she would find by following them out here. She kept walking, feeling as if the tunnel could go on forever, and went farther and farther away from the moonlight in the opening, farther into the swallowing dark.

After a few minutes Lily started to feel uncomfortable. It was so dark now that she couldn't see her hand in front of her face. A little dissettled, she called out down the tunnel.

"Sirius?"

She said it so unsurely and quietly that it barely made an echo. No kind of response came. Louder than before, she yelled, "James!" Then, without knowing why, she tried, "...Remus?"

There were a few seconds of silence before Lily jumped at something she heard right in front of her. It was the sound of heavy breathing, like panting. Suddenly calling one of her friends names didn't seem like a good idea. She had a feeling this couldn't be one of them.

Slowly she reached inside her robes and found her wand in the dark. She held it in front of her and her voice was slightly shaky as she said, "Lumos."

Her wand lit up at the tip, and what she saw made her gasp and drop it to the floor. It was a huge dog nearly half as tall as her with a sleek black coat. Its fur was standing up on its back as it bared its teeth and growled at her, its every muscle seeming to twitch impatiently in preparation for attack. She had backed against the wall on her left when she saw the dog and was now standing pressed against it, paralyzed. When her heart had skipped a beat in surprise it seemed to have sent an electric shock jolting through her whole body, and now her legs were so numb she couldn't move them. The dog moved a step towards her, its claws tapping on the floor, and let out two sharp, terrifying barks that made her jump. She pulled back, still feeling the wall behind her, but she couldn't bring herself to run.

"Come on, Lily," she whispered to herself, closing her eyes. But then a sound attracted her attention to the other end of the tunnel, and the dog seemed to be distracted, too. It was the galloping of hooves; something was coming this way from her right.

The sound of the hooves got closer and closer and then the animal appeared and halted before her in the wandlight, a great muscular stag with its antlers nearly touching the top of the tunnel. It bowed its head to the ground as if to show Lily it wasn't going to hurt her, and as it did this she saw that the dog was backing away on her other side. She watched the dog until it almost completely disappeared from the light still coming from her wand on the floor. And then when she looked back at the stag, she saw the most peculiar sight yet.

Its shape was changing completely. Its antlers came into its head and were gone, its legs shortened, and then it changed into a dark, circular shape lying on the floor that was hard to make out in the dim light. Then some feet squirmed out into view, and she saw that it was a boy curled up under a black cloak. And then a very familiar face raised to look at her with glasses sliding down his nose and untidy hair in his eyes.

Lily stared with her eyes wide in disbelief. It didn't even seem real to say it. "...James?"

He was on his feet in a second and he immediately grabbed her hand. "You have to get out of here!"

He started to pull her back down the tunnel in the direction she had come. Then with a realization Lily looked back and said, "My wand!"

"Forget it!" James said, pulling her into a fast run. But before Lily looked away again she noticed that there was now something else there with the dog. The dog was growling at it threateningly, and all she saw of it was a dull metallic gleam of gray fur and a pair of haunting yellow eyes far off in the darkness.

When they were standing under the willow tree with the opening pouring moonlight into the tunnel from above them, James wasted no time before grabbing Lily's waist and lifting her up so she could climb out. She reached a hand down to help him out. As soon as they were outside again the questions that had been plaguing her mind were begging to get out.

"What's going on?"

"Not now," James said. He was running around to the other side of the tree trunk, and he came back with the invisibility cloak, which he'd hid there. He let it fall out from its neatly folded state and quickly pulled Lily close to him to drape it around both of them.

Just as soon as they were under it, a face appeared in the window of a classroom where a teacher was working late. Professor Hawkins, the Potions teacher, was looking around as if he'd heard something. He examined the scene only briefly before turning around and vanishing from the window.

"That was close. Can you hold that side?" James asked her, and she took hold of the side of the cloak she was under. They started to walk around the grounds toward an entrance to get back in. Lily looked up and saw through the cloak that it was completely dark now, and clusters of stars were shining brightly everywhere in the sky. She looked at James and saw that he was staring upward, too.

"He'll be back now," he said so quietly that she knew he was only muttering to himself.

There was so much Lily wanted to know, but she kept quiet beside James as they went inside. When they walked past the doors to the Great Hall she saw that everyone was eating dinner now. This was to their advantage, because the common room was empty when they finally got inside of it.

Lily's legs were still feeling detached and achy from the shock of what had just happened, and she sank into a couch as soon as she could reach it. James remained standing above her.

"James," Lily said after a long pause. "What-?"

"Calm down, and I'll explain everything," he told her.

She felt kind of silly that the experience had scared her so much; she knew it wouldn't have affected her that badly if she hadn't come from a Muggle family and had grown up seeing strange things like that every day. Yet somehow almost getting ripped apart by a dog seemed like something that any kind of person had a right to get a little frightened by.

"What happened back there?" she asked. "I was just looking for you and the others, because I thought you had gone down there. And all the sudden there was that big black dog..."

"Yes. That was Sirius," James said.

"Sirius? No," she said, shaking her head. "How? That dog growled at me. I was sure it was going attack me."

"He hoped you would run away and get out of the tunnel," James explained. "He was trying to protect you."

"From what?"

He looked down at the carpet and tried to find an answer, but couldn't before Lily remembered something.

"I saw something else when we were running away. It looked like another dog. Was that one of you, too?"

James nodded, but didn't say who.

She shook her head. "How can all this be? You were that stag...But that isn't possible if you're not an Animagus. And the others..."

"Lily..." He sat down on the coffee table in front of her to face her. "It...It's Remus."

She looked at his distressed face, not understanding. "Yes? What about him?"

James looked her straight in the eye as if to make her stay calm, and then came right out with it. "He's a werewolf."

She was so alarmed that she pulled back from him, her back leaning closer to the couch. "No! Remus? But he's the most harmless person I know!"

James gave a small smile. "It is kind of ironic, isn't it?"

Lily was taking this in, and understanding was starting to settle in. "That's why he's been gone every month. During the full moon. Of course." She thought about it, and now everything she'd overheard before following them made sense. They had been going to meet Remus because he was about to change back as soon as night came with a moon that was no longer full.

James explained how the Whomping Willow had been acquired to guard the entrance to Remus's escape path, and how the tunnel lead to the abandoned house in Hogsmeade said to be haunted. When he started explaining how he and the others had figured out what Remus was on their own and how they had wanted to find a way to be safe from him during his transformations, Lily's eyes widened.

"You didn't become Animagi, did you?" she asked.

"Yes. Sirius, Peter, and I all did."

"But that takes a long time to do. And it's dangerous, and extremely difficult."

"We managed it. We were younger then and really determined. But it really paid off, in ways we never imagined. As animals we've discovered places no one knows about. Everything you've seen on our map."

Lily exhaled heavily, looking down at her knees. "And no one knows about this?"

"No one but you." He smiled at her. "He wanted to tell you. It's not that the four of us don't trust you. But he was scared."

"Why?"

"Because he's the kind of person to hide from everybody. He never knows if someone will accept him for what he is or not. He almost gave up on getting into a school, but Dumbledore allowed him to come here."

They both stood up alertly when they heard the painting slide to the side, opening up the common room entrance. Sirius ran inside, followed slowly by Remus. In an instant Sirius came to Lily and grabbed her arms, holding them tightly.

"Please don't say anything," he said in a panic. "If any of the staff finds out that you were put in danger, Remus could get kicked out of the school. You aren't going to tell anybody about this, are you?"

Lily slowly shook her head. "No," she said. "Of course I won't tell anybody."

He looked almost surprised. "Nobody?"

She shook her head more surely. "No. Don't worry. Your secret is safe with me."

He smiled, and then found that he still had her arms seized tightly and clumsily let go of her. Lily looked over his shoulder at Remus, who was still standing in front of the portrait hole entrance. He looked very worn-out and sad as he always did just after a transformation, and was avoiding looking up at her.

Lily walked past Sirius and came over to him. His mouth quivered into a shy smile for a second, but then he looked away from her again. She said nothing to him, but suddenly stepped into him and hugged him as Remus had never been embraced before by anyone but his family members. It surprised him so much that the thought never occurred to him to hug her back, so he stood there awkwardly with his arms hanging at his sides as she was tightly clutching him around his middle.

"I'm so sorry," she said.

Remus looked down at her crown of fiery red hair and said softly, "What are you talking about?"

"All this time I was trying to get you to tell me," she said. "Now I understand why you didn't want to, and it's okay." She let go of him and he was finally able to look into her eyes. "But Remus, I would never...I...It could never matter to me that you-"

"No, Lily, it's all right," he said, waving his hand in front of her and brushing the subject away. For it didn't need to be said aloud. "I know."

Everyone's attention then turned to Sirius, who was vigorously shaking out his robes. "Come on, Wormtail, out with you," he said. "You miserable coward."

Something round and furry with a long ringed tail sticking out of it fell from the depths of Sirius's robes and landed on the floor. Lily's brow raised in astonishment as it uncurled to reveal itself as a plump rat. Then in a flash it had shot up faster than anyone could see and recall in great detail, and had turned into the boy Lily knew as Peter.

He looked at her in embarrassment. "...Hi, Lily."

"Oh," Sirius said, suddenly remembering something and digging through his robes. He took out Lily's wand. "Here, this is yours," he said, handing it to her. Then, as a timid second thought, he added, "...I'm sorry I scared you."

Lily smiled her mother-like, forgiving smile. She pocketed her wand, saying to everyone, "I was so stupid to follow you...That really wasn't subtle of me, I'm sorry. And I could have gotten you all in trouble."

"We could have gotten in trouble?" James repeated in amazement. "Do you have any idea what could have happened to you? You gave us all a huge scare."

"It wouldn't have been that bad," Sirius said, pretending not to see the seriousness of a situation as usual. "If you'd gotten bitten, you know, then you and Remus could have kept eachother company when the rest of us can't be down at the shack."

"Or it could have been worse than that," Remus said quietly. He looked up from under his dirty blond hair at Lily. "...I could have killed you."

She smiled warmly. "But you didn't," she said. "Nothing happened to me. I'm perfectly fine because of James."

She regarded James at last and now everyone was looking at him. Lily came over to him, stood up on her toes, and kissed his cheek while he stood inanimately. "Thank you."

He scratched the back of his head and all that came out of his mouth was, "Er." Behind Lily he saw Sirius suppressing a laugh, which was enough to make him force himself together. "Don't worry about it."

"Well," Lily said, turning and addressing the whole room. "I'm going to go get some food in me, gentlemen. I encourage you to do the same." She pointed at Remus, who looked terrible. "Especially you."

They all laughed half-heartedly, in more of a relieved sighing way than an amused way, as she left the room through the portrait hole and left the four boys to look at eachother awkwardly. Remus's posture was that of a starved, freezing dog. Peter looked like he wanted to hide under something. Sirius was grinning unstoppably at James.

"You shut up," he said to Sirius before he could speak, which only made him smile more.