A/N: From this chapter on, unless it is stated otherwise by a so-and-so thought, the italicized parts are flashbacks.

Chapter Four: Memories

A young Lily Evans left her parents outside the wall waving goodbye, nervous as anything. As she took one last glimpse she saw her mother was crying, sad to watch her baby go, her older sister, Petunia, looked annoyed and her father proud. This was going to be the first time that she was away for school and such a strange school at that. Hogwarts, the school for witchcraft and wizardry, had accepted Lily, even though she had never ever heard of such a school, only a month ago and she couldn't believe that the day was finally here. Dragging all her stuff through the wall at the train station, something she found out with a little help from a boy and his parents, she took a deep breath and closed her eyes. A strange sensation went through her as she went through the train station wall, she felt as though she was floating but at the same time falling. When she opened her eyes again she was staring at a scarlet train with the words Hogwarts Express printed on the front of it. An older girl with a silver badge touched her shoulder, "Are you a first year?" Too nervous to speak Lily nodded her head and the girl led her onto the train and helped her get settled in a compartment. "If you need anything," the girl said before she left, "just ask for a prefect." After that she left Lily all alone. Sitting down in the compartment, Lily reached in her small green messenger bag and pulled out a book. She flipped it open and began to read, emerged into a world that she knew so well. A few minutes after she started though she heard a boy shout, "Come on Sirius! It's not funny anymore! Just come out!" She looked up to see the boy that she followed onto the train station stick his head into her compartment. "Oh sorry, I'm looking for my friend. Did anyone come in here?" Lily was about to reply no when a boy came out of thin air yelling, "Boo!" Lily screamed in horror and both boys looked at her. After a silence the first boy said, "Come on Sirius, give me the cloak and let's go! Remus and Peter are saving us a compartment!"

Looking disappointed the boy whose name was Sirius said, "Fine." And they walked out. Only a few seconds later Lily jumped up and said, "Wait!" The two boys stopped and looked at her. "Can I join you guys?" she asked very politely. She didn't know why she asked it, she was scared and alone and just wanted some friends. For some reason these kids seemed like the friends she needed. Sirius looked at the other boy and said in a tone that seemed like he already knew the answer but wanted confirmation from his friend, "James?"

James looked at Sirius and then at Lily and in a very dull voice, as if it wasn't really his decision, he replied, "No."

"Why not?" Lily asked curiously.

"Because," Sirius replied, "we don't want to be seen with a metal mouthed, four eyes like you." And they walked away, James looking back as if he felt sorry for her. When they turned into another compartment Lily went back into hers and shut the door. Sitting back down she looked at her reflection in the window, at the metal over her teeth and her round glasses that made her look like a mouse and thought, why me? And as a tear ran down her cheek she felt a small jerk and the train started moving towards Hogsmeade station.

By the time the train stopped and everyone started getting off at the station Lily was all dressed and cried out and was ready to face everyone knowing that they would never see past her braces and glasses. If she saw the two boys again she was planning to stay as far away from them as possible so they wouldn't torment her. After the enchanted boat ride to the castle and the wait in a little room outside the Great Hall where they were told what would be happening, all of the first years entered the Great Hall and lined up in front of the teachers table, waiting to be sorted. Before the sorting began the headmaster, who looked old but talked as if he wasn't a year over thirty, gave a little speech to the whole school. After a few moments of clapping the sorting began. Lily was very nervous because after she was sorted she would have no idea where to sit at the table, let alone what table was hers. Luckily she wasn't the first but the fifth person to be called up to get sorted. After she sat down on the three legged stool, Professor McGonagall put the sorting hat on her head and Lily heard it whisper in her ear, "My, my, my you are a very difficult choice. You're smart, cunning, patient and you're one of the bravest people I've ever had to sort. If only there was a neutral house…but let's see here…since bravery is your strong point, and I can see you doing well here, I'll put you in GRYFFINDOR!" As the last part was shouted out the Gryffindor table rose and cheered. Unfortunately for Lily she had to pass right by James, Sirius and their two friends. She was also the unfortunate one to hear Sirius whisper, "Of course she had to be put in Gryffindor." As he scowled at her, James smiled apologetically. At that very point Lily started to loathe and hate those boys. She had no clue what had driven her to want to be friends with them in the first place. What she also didn't know was that for the next five years they would torture her and be the bane of her existence.

"Hello? Lils?" James said to her waving his hand in front of her face. "Are you in there?"

Lily shook her head and said, "What?"

"The sorting's over, you can eat now."

"I'm not very hungry tonight," Lily said, looking down at her empty plate, and the four boys stopped eating.

"You? Not hungry?" Peter said I shock.

"See, I knew Lily had an eating disorder. No one could eat so much and be so skinny!" Sirius said shoveling chicken into his mouth.

"No," Lily said getting angry, "I just don't feel good, that's all."

"You wanna go lay down? I'll take care of the first years," James offered. Lily took the offer and she stood up, walked out of the Great Hall and up the stairs that led to the Gryffindor common room. When she reached the portrait of the fat lady she said, "Fig Newton," and the door swung open. As she walked through the common room and up the stairs silent tears started to roll down her face. Walking into her dorm she laid down in bed and before she could think of anything more she cried herself to sleep.

"I like you, a lot." Remus said looking into Lily's bright green eyes.

"So what," Lily asked frustrated and shocked, "the last five years of tormenting meant nothing? As soon as I come back, braces off, contacts and no baby fat, I'm finally 'on the market' or whatever you guys call it? Maybe for someone else, but not for you." Lily started to walk away but Remus grabbed her arm.

"Please Lily. I've liked you more and more through the years. I just couldn't say anything to the guys. I would hear no end to it."

"Oh so as soon as they approve of me you can make your move? That's real nice Remus. To think I actually thought you were different from them. I always wondered why you hung around them if you weren't anything like them, but from that statement I see that I was wrong, that you were always like them." As Lily tried to walk away a second time Remus grabbed her arm again.

"Please Lily. You won't have to give me multiple chances, just one, and if I'm what you thought I wasn't then you can leave me and I'll understand. I may never get over you but I will understand. Just please give me one chance." After a pause of silence Remus asked, "Well?"

Sighing, Lily said, "I don't know Remus. I'll have to think about it first. I'll have to get to know you more, maybe talk and hang out with you then, and only then, will I be able to decide."

Lily was suddenly awakened by a knock at the door. She opened her eyes and noticed that the lamps were lit and she could hear her roommates scrambling around quietly. Someone opened the door.

"Is Lily there?" she heard James ask.

"She's asleep," one of Lily's roommates, Simone, responded.

"Oh, okay. Well if she wakes up will you-"

"Yeah, I'll tell her that you came by." The door closed silently. I should really get unpacked now, Lily thought but before she could even try to get up she dozed off once more.

James entered the room that he shared with Sirius, Remus and Peter. He dragged his feet along and flopped onto his bed.

"Why the long face Jamsie?" Sirius asked.

"Nothing," James replied gloomily.

Remus pulled a chair over and sat facing him. "Does it have something to do with Lily?" he asked concerned.

James nodded and then shook his head. "I don't know what's wrong with her," he confessed, "I really wanted to know what was bothering her but she's asleep."

"Well she did start to freak out when we started our traditions. Maybe it has something to do with that," Remus suggested.

"Maybe you're right," James said, "I'll ask her tomorrow."

"Just some advice James, if she's not in the mood to talk just let her be. Don't go bugging it out of her until she goes crazy."

All of a sudden James felt rage light within him and he growled, "I don't need advice from you Remus. I know how to handle my own relationship." Then James got up, stormed past Remus and into the bathroom, slamming the door shut. When Remus heard the water start he muttered, "Whatever," and went back to unpacking.

Remus lay in his bed practically crying. Lily Evans wanted to get to know him so he should be happy right? He should be shouting for joy, but he wasn't. To get to know Remus Lupin was to uncover his dark past, a past that he really didn't want to relive. He was even afraid to tell his best friends who, until a few weeks ago, didn't even know about it. He was afraid of rejection and didn't like the fact that he could be so easily rejected because of what he was. Just as Remus was about to let the tears fall, the door swung open and Sirius tumbled in, literally.

"Hey Reemie Poo! How's my good pal wolf boy?"

Remus wanted to tell Sirius to go away, that he wasn't in the mood right now but he couldn't do it. The biggest reason was that then Sirius would know that something was up, even though he was slightly dimwitted. Remus still found it amazing that he was passing school. 'What can I say' Sirius had said 'I may act stupid but I guess I'm kind of smart.'

"I'm fine Sirius."

Sirius looked Remus in the eyes though and, maybe it was because of the tears that he was holding back or something else, he shouted "James! Peter! Remus is depressed and is about to kill himself!" In two seconds flat James and Peter were in the room and sitting next to Remus. Peter grabbed chocolate from the nightstand drawer and shoved it into Remus' hands while James slapped him across the face. "Ow!" Remus yelled, "What was that for!"

"I'm trying to smack some sense into you!" James replied grabbing Remus' shoulders, shaking him.

"Well you don't have to worry because I'm not depressed and I'm not trying to kill myself!"

"Then why did Sirius say that you were?" Peter asked confused.

"He had tears in his eyes!" Sirius said starting to yell. "I saw them!"

"Alright, calm down Sirius." James said and he turned to Remus. "Now Remus, tell us what's wrong."

"You guys will laugh."

"No we won't," James tried to reassure him.

"Unless it's something really stupid," Sirius commented, "then we'll laugh."

"No, we won't laugh at all no matter what it is." James said glaring at Sirius.

"Alright," Remus said with a sigh. Then he muttered something that the three boys couldn't hear at all.

"What was that?" Peter asked and Remus muttered it again.

"We can't hear you," Sirius said in a sing-song voice.

Getting annoyed Remus yelled, "I like Lily Evans, okay! Are you satisfied?" Sirius, James and Peter all looked at each other. "And you were crying over that?" James asked disbelievingly.

"No, of course not!"

"Then what?"

Remus sighed and said, "She wants to know about me, about my past. What am I going to tell her? That I'm a raving mad werewolf who could attack her at any moment? I'm sure that'll win her over. She'll probably be so frightened that she won't want to even give me a chance." All three boys were silent for a moment, and then Remus continued, "Now do you see why I'm so upset?"

"Wait," Sirius said, "you like Lily?"

"You know what, never mind. I don't even know why I told you guys in the first place." Remus got up grabbed his cloak and walked out. After a few minutes of silence the three boys heard the common room door slam shut. Turning to Sirius, James said, "Nice going block head!" James wanted to feel sympathy for his friend, he really did, but deep down inside he wanted Lily to freak out the way Remus thought that she would for, even though you couldn't see it, James Potter was head over heels in love with Lily Evans.