Chapter Five.

"Oy. Moony wake up" James said shaking Remus's shoulder. Remus woke up and jumped at the sight of James.

"Oh Prongs it's you."

"Ya, everybody else 'as already gone down for breakfast." James pointed out. "How'd you end up sleepin' down here anyway?"

"Uh, I just thought I wasn't tired so I was thinking about some things and I guess I must have dozed off." Remus said obviously not going to tell James about the previous nights events. "Shall we go meet everyone for breakfast then." He said acting as if nothing had ever happened.

When they got down to the great hall they found Peter and Sirius making their forks wrestle with each other. Sirius was winning by a long shot being better at magic and all. They had quite a large group of people gathered around them everybody cheering for Sirius of course. Sitting about ten seats down the table, all alone was Lily. James turned to Remus and said "I'm gonna try what you said mate, just talking to her." James gave Remus a wink and a small nudge with his elbow and stalked off to go sit by Lily. Remus sat down still not able to get that kiss out of his head. He sat close enough to here James and Lily's conversation but far enough away that he wouldn't be to obvious.

"Hey Evans!" James said enthusiastically as he took the seat next to Lily's.

"Go away Potter I'm not in the mood." She said stirring her spoon around in her porridge. James looked at her and seen that her eyes were red from crying.

"What's the matter?" he asked.

"That's none of your concern ok." She was trying to restrain herself. It took all her self control to stop herself from yelling at him for making Remus feel so obligated to remain loyal to him. "It has nothing to do with you so just leave me alone!." She yelled bolting out of her chair and running off sobbing. James just sat there dumbfounded. Down a few seats Remus saw what happened and got up to follow Lily without a single person noticing. When he reached the entrance hall he saw Lily running up the stairs. He ran up after her and caught her just as she was turning down the hall leading to an empty class room.

"Lily!" he called out stopping her in her tracks. She knew his voice instantly but could not bring herself to turn and face him. She just stood there sobbing to herself as she heard him come up behind her. As he came in front of her she just stared at the floor. "Lily we need to talk." He said taking her gently by the hand and leading her into the empty classroom. This classroom was never used it was full of desks and piles of chairs so Remus figured it would be ideal for talking in. "Lily about last night…"

"Remus I told you I don't need to hear it." She said with a giant sob.

"Really 'cause I think you do. Please just listen to me."

"Fine."

"Lily I'm not good with liking people, actually I never really have had any feelings for anybody before."

"Well then your luck because then you've never gotten hurt!"

"Are you kidding I've been hurt everyday! I've watched countless people in relationships and hoping that one day I might be able to do that to!"

"Well now's your chance Remus, please just tell me you feel something for me."

"I do and that's the whole point! When we kissed last night all the emotions that I've wanted to have for someone came flooding into me but I don't know how to let anybody in." Lily's sobs ceased. He had just said what she had been longing for all this time. "Lily I want to be with you but …"

"But what? Nothing else matter then."

"My friends matter Lily, like I said last night I can't just betray James like this, after everything he's done."

"Remus you can't do this to me. First you tell me you want to be with me then you tell me you can't!" Lily was crying again. Lupin stepped towards her and embraced her in a hug. In his arms Lily felt safe and warm. "Please Remus, just let me in. Let yourself feel, please."

"Promise me one thing Lily, no one can know ok, no one can know."

"Alright."

"Hey Moony over here!" Sirius yelled from their favourite spot in the common room. Remus had just walked in but went straight over to sit with the others. "Missed you at breakfast mate. I guess you didn't see James crash and burn with Evans."

"No I missed that." Remus said lying. Sirius's words were like a slap in the face to him knowing what had just happened in the empty classroom and how hurt James would be if he ever found out. "Sorry to hear it mate."

"I just don't know what to do already." James said sulkily staring out the window out towards the quidditch pitch. "You guys wanna go for a walk?"

"Sorry mate I'm goin for a nap." Sirius said.

"I've got to practice some charms from last year I've forgotten how to do" was Pettigrew's excuse.

"How 'bout it Moony? You up for a walk?"

"Sure Prongs, whatever" Lupin said distractedly, Lily had just entered the common room and gave him a small half smile, and he gave her one in return. James didn't seem to notice. James and Lupin got up and headed outside to the grounds. They headed down to their spot under the large birch tree by the lake and sat down on the cool grass.

"Nice day out at least. It'll come in handy tonight at least." James said.

"What?" Lupin asked.

"Tonight Moony, you know the full moon…"

"Right sorry wasn't paying attention." Lupin's head was beginning to spin he had promised Lily he'd meet with her tonight in the empty classroom. He had completely forgot that tonight was the full moon and the night he'd turn into a werewolf! "I..I..I've got something I've got to do sorry mate." Lupin said as he jumped up and set of in a sprint toward the castle. He headed straight for the common room to find Lily but she wasn't there. Alice, Lily's friend was coming down the staircase from the girl's dorm. "Alice!" Remus yelled causing her to jump. "Where's Lily?"

"Ummmm, I think she went to the library, why?"

"Never mind, thanks." Lupin turned on his heel and sped off toward the library nearly knocking over a few first year students on his way. Sure enough when he reached the library Lily was sitting at a table off in the corner with her nose in her book. Lupin went over and sat down beside her. "Lily," he whispered so only she could hear him, "about tonight, I'm not going to be able to make it. I promised the guys I would help them with quidditch practice and then some homework. I'm very sorry."

Lily turned to face him, although she was extremely disappointed that he was blowing her off for his friends but she seen that he was torn up about it so she simply said "Alright as long as you meet me there tomorrow night instead."

"Ok I'll be there." Lupin took a quick glance around and when he was sure nobody would see he gave her a quick peck on the cheek before getting up and leaving.

James was still sitting under the tree when Remus and Sirius came outside. " 'Ave you been sitting here the whole time?" Sirius asked. James nodded. "Prongs you've gotta stop moping around. Just think tonight's the full moon you have to be looking forward to that?"

"Ya, your right Padfoot, I really am thanks." James stood up and he and the other marauders headed back up to the castle to start making plans for the night.

A/N: Hey all you Happy people. Sorry in a good mood. So what do you all think. I realize it's kin of fast paced but hey I was excited so shove off. I promise to keep up with it so please review!