A/N: Okay, here's the 13th chapter...once again sooner than expected. I hope you enjoy it. I also know i promised this chapter would be about Lily and James...and it kind of is in the sense that they become better friends, but their isn't much romance between them, that will come in the next chapter. This one is more about little things that are really important, and Remus' tranformation. I really hope you enjoy how I've written it.

A note to my fabulous reviewers...
i love oliver more than you: Yes Abbey, I guess i am quite the romanticist..? haha i love you! thanks for reviewing.
animerocksjapansocks: Thanks!
shortyroc: Thank you, hope you like this chapter.
Teresa Hughes: Thanks, me too, i just hope its not too much, tell me if it is. Hope you like this chapter.
nerdychica: Haha thanks, and i am doing things this weekend..like thanksgiving and er..okay, well thanks! haha love you.
Pink Luvin Goddess: Aw, thanks so much! I'm glad you liked it. Hope you enjoy this one, too.

Disclaimer: I do not own Harry Potter.

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"You and Sirius are WHAT!" Lily cried incredulously the following morning, staring at Sara with wide eyes who had just told her friends that Sirius had asked her to Hogesmeade.

"Going to Hogesmeade," Sara repeated for the fifth time.

"B-but…so it's Remus and Katherine…Marlee and Peter…Sara and Sirius…and me and no one." Lily whined, staring at her friends each in turn.

"No, you and James," Katherine corrected.

"It's too perfect!" Lily exclaimed. "I mean seriously…the four Marauders and us four. You know some of us are bound to split up."

"But of course!" Sara exclaimed, "Lil, we're seventeen, not thirty, we're allowed to experience different relationships, they don't all have to be serious."

"I know, but it's weird, it'll never work and then it will be all awkward between us!" Lily cried, throwing her hands in the air for dramatic effect. "For heavens sake, like I said before it's too bloody perfect!" Lily said, beginning to feel defeat.

"So what?" Sara asked, "Loads of people date their friends…its part of life. I don't think any of us will go any where in life…like marriage or anything, but what's the point if you don't live a little."

"B-but…um…I uh-"

"Your retorts are always the greatest," Marlee laughed, slipping on a pair of shoes. "It's like Sara said, Peter and I aren't in love or anything, but I like him and I think he's really sweet. So now I have dates for Hogesmeade and he's a friend."

Lily hung her head, knowing better than to pursue the topic any further.

"Let's get to breakfast." Sara offered, feeling some sympathy for Lily.

They all nodded and trooped out the door, down the stairs, and out into the corridors. They walked in silence until they reached the Great Hall.

"Smells delicious," Marlee noted, quickening her pace to get to the Gryfindor table.

Her three friends smiled and followed her, soon taking their seats at the Gryfindor table.

"Hey!" Sirius called, leaning over Peter to wave at the girls.

"Hey," They chorused before helping themselves to the food before them.

"James," Lily called, waving him over to sit next to her.

James gave his Mauraders questioning looks before obeying and sitting down in the place she requested.

"Are we still planning the ball tonight?" She asked conversationally, grabbing a piece of toast.

"The what? Oh yeah…" Comprehension dawned on James face.

"And we have patrol," She continued as if she hadn't heard James.

"Yeah um…about that…" James gulped and tugged at his collar, suddenly feeling hot and clammy.

"What do you mean?" Lily asked.

"I uh…" He gulped again, "May have to leave patrol early…it depends."

"It depends?" She repeated blankly, "Potter, we are Head Boy and Girl, you can't just leave early whenever you feel like it."

"I don't feel like it…" He cast a nervous glance at his friends who were all looking equally worried, "It's just, I kind of promised someone something…"

"Someone something?" She repeated with disgust, "You promised me, you promised Dumbledore, you promised the school!"

"I know, I know, keep your voice down," James pleaded, swallowing once more to find that his throat was dry. He grabbed a glass orange juice and took a big gulp, causing some to spill out over his chin. He thought he saw Remus smack a hand to his forehead.

"If you tell me what you need to do then maybe I'll understand…" She said.

"I, uh…can't…" He said, taking another gulp of juice.

Lily reached over and snatched the glass, "This is my juice," She said through gritted teeth before slamming it down on the table.

"I might not even have to leave early…how late do these patrol things usually go?" James asked, casting another glance at his friends.

"We've been doing them for over two weeks now," Lily said sternly, "Surely you know."

When James continued to look blank she shook her head vigorously, "Well, fifth years need to be in their common rooms by nine…we usually get done at about nine or nine thirty…if we need to report something serious maybe ten."

"Okay," James said, not looking relieved in the slightest, "I may not have to anyways…. I'll just let nature take its course…"

He made to stand up but Lily had grabbed hold of his robes. "Sit," She said threateningly, "Now."

James obeyed again, beginning to feel strangely like a dog.

"What?" He asked, starting to feel exasperated.

"Tell me what you're up to," She snapped.

"No," James said, obviously annoyed. "I don't need to tell you everything."

"You do when it involves leaving patrol early!" She retorted.

James cleared is throat and ran a hand through his hair.

"Stop that!" She cried, batting his hand away.

James gave a lopsided grin and placed his hands neatly on his lap, "Better?" He asked sweetly.

Lily looked for a spilt second as if she wanted nothing better than to hit James with the first, and hardest hex that came into her mind, but instead she just continued speaking in a dangerously calm voice, "If this job means nothing to you, I think it would be wise if you handed it into Professor Dumbledore, I'm sure he will be able to find someone suitable."

"Yeah?" James asked, his anger beginning to boil to the surface.

"Yeah!" Lily retorted, turning to face Remus who was seated a few seats away, "For example," She gave James one last superior look before turning back to Remus, "Hey Remus, Remus!" She called.

"Hey," He called back.

"What are you doing tonight, if the prefects or a teacher needed you would you be able to help out?" She asked.

But before he could answer she continued, "I know you could, because you know where your priorities lie."

"Actually," Remus began to feel some sympathy for James, whilst thinking that he really needed to do something tonight, "I…um…probably wouldn't be able too."

"What?" Lily asked, her face falling.

She turned to James who was sniggering silently.

"Whatever," She said, waving her hand as if she could care less.

"Lily…" James began, "I'll for sure come to the ball meeting and part of the patrol duty, just please understand I can't tell you…it's family problems."

"Really?" Lily asked, her face flushing slightly, "I'm sorry James, I didn't know…"

"It's okay, it's fine really," James said, feeling ashamed for lying to her like this, but somewhere inside him, knowing he had too.

Lily smiled at him, "I'll see you tonight then."

"Yeah, at 7:30? That way we have an hour before patrol to plan the ball," James suggested, rising halfway out of his seat.

"Sounds great," She said, her face still looking guilty.

"Don't worry about it Lil," James said, and they both knew he was referring to her feelings of guilt.

Lily watched James go and then turned to her friends who were deep in conversation.

Once back to his normal seat, James sat down and looked at his friends.

"That was too close," He groaned, "I don't like lying to her like that."

"You had too," Sirius said.

"Let's get out of here so we can talk," Remus suggested, heaving himself up, his face more than slightly peaky.

"Yeah, okay," James agreed, grabbing a piece of toast and following his three friends out of the Great Hall.

"Okay," Remus said once they emerged into the corridors.

"Okay," Sirius repeated.

"Tonight's the first full moon back at Hogwarts." Remus said.

"So it is," James said, "Lily was suspecting something, I've never left patrol before, but then I told her it was family problems and she felt really guilty…I hated lying to her like that."

Remus gave a small, awkward cough.

"Oh man," James said, turning to face him, "I'm sorry, Moony, you have to lie to the whole school and all…"

"It's fine," Remus said.

"You do know that we like doing this for you, Moony, right?" Peter asked.

Remus nodded.

"Then why do you look so guilty?" Sirius asked.

"I hate doing this to you guys, having you risk everything for me-" Remus began but was cut off.

"Don't even say that! We became Anim-"

"Shh!" Peter pleaded, glancing around nervously over his shoulder.

"We became Animagous illegally, because we wanted to, we wanted to help you, not because you made us," James finished quietly.

"I couldn't ask for better friends," Remus said, smiling.

"I know you couldn't," Sirius agreed.

They laughed and changed subjects immediately when students began scurrying out into the halls.

"Let's go," Remus said, and together they set off to their first class, Defense Against the Dark Arts.

"By, Peter!" They called, for Peter had not managed to get a high enough score to take N.E.W.T Defense Against the Dark Arts.

Peter waved good-bye and set off for Divination.

"Poor chap," Sirius said sympathetically, "He only scraped enough high scores to take the other classes by looking at that one Ravenclaw's paper."

The other boys nodded their agreement and entered the classroom.

Defense Against the Dark Arts passed slower than ever, the three boys' minds were set on tonight, their first full moon back at Hogwarts.

Finally, at long last, the bell rang, signaling the okay to leave. Everyone grabbed their bags and flew to the door, eager to get out of the stuffy classroom.

At lunchtime, the four boys were seated at the Gryfindor table, and cramming last bits of sandwiches into their mouths before their next class.

"Waz ourf nerft clats?" Peter asked, seemingly trying to find room for one last bite of his sandwich.

"And the sad part is, I can understand him," Remus laughed. "It's Charms by the way."

Peter swallowed with some difficulty, managed a small little "thanks," before indulging himself once more in the food around him.

"I haven't talked to her all day, you know?" Sirius asked, indicating Sara.

"Ven wa doonchu nowf?"

"You know what, I think I will, thanks Wormtail." Sirius said, getting up and walking over to Sara.

"Nurf pwoblum."

"Hey, Sara," Sirius said from behind her.

Sara spun around in her seat and looked up at Sirius, "Hey."

He knelt down so he was eye level to her, "How's your day been so far?"

"Good, and yours?" She asked.

"Good," He said. They looked side to side for a while, avoiding each other's eyes before Sirius spoke again, "Listen, Sara, if you're having second thoughts about going to Hogesmeade with me…"

"Oh stuff it, Black," She laughed, "Of course I'm not."

"I was just wondering because we haven't talked all day and we're not talking now." Sirius explained.

"I know," She admitted, "But just be Sirius, don't worry about talking to me more or less or anything, I want it to be the same between us…with a few changes," She added with a wink.

Sirius laughed and pretended to blush, "Oh Sara, stop it, you're making me blush."

Sara giggled, "But I mean it okay? Don't try to be different for me."

"I never said I was going too," Sirius said.

"You didn't need too," She smiled.

Remus was watching the two for a while before making up his mind. "I think I should talk to Katherine," He said.

"Ven joost dooz it."

"Thanks Wormtail, I think I will," Remus said, getting up and walking over to Katherine.

"Hey, Remus," She greeted, having seen him walk up to her.

"Hey Kath," He said, sliding into a seat next to her.

"Are you okay?" She asked, placing a hand on the side of his cheek, "You don't look to well."

Remus placed his hand over hers and smiled, "I'm fine," He lied.

She still looked uncertain but nodded all the same.

"I'm serious," He said, deciding that he needed to give her an explanation about why he looked so sick, "Don't worry about me, I guess I'm just kind of nervous about my mum, she's not doing to well so I'm going to have to see her tonight."

"I'm sorry, Remus," She said sincerely, "You need to go see her again?"

Remus hated lying but knew he should give her a reason for his disappearance tonight, "Yeah," He said.

"Do send her my best wishes, will you?" She asked worriedly.

"Of course," He said, giving her a half grin before kissing her on the cheek and departing.

"Aren't you going to talk to Marlee?" James asked Peter.

"Noof, wichu ashk?"

"No reason," James, shaking his head and laughing.

It was seven thirty and James was sitting in the common room by the fire with the rest of the Mauraders. The common room was rather busy, with students bustling around, trying to finish the enormous mounds of homework that was being thrown on them in ridiculous amounts. But no one, no matter how much they complained, had it as bad as the seventh years who were completely absorbed in homework that was burying them to no extent.

"There she is," Remus said, nodding towards Lily who was descending the girls dorm steps, whilst readjusting her bulging book bag that was causing her to walk lopsided.

Lily looked up and saw the Marauders watching her, causing her to blush and look away, which caused her to miss a step and tumble downstairs in a heap.

"She's beautiful," James said dreamily, skipping over to help her up.

"Hey Lily," He said once he reached her, bending down to help disentangle her from her book bag.

"Hi," Lily said breathlessly, grabbing James outstretched hand and clambering to her feet, her face easily more red than her hair.

"You okay?" He asked.

"Yes, yes, I just had a bit of a tumble," She said, wiping the hair out of her eyes and readjusting her book bad once more.

"Happens to the best of us," James said sympathetically. "Here, let me help you with that, he reached over and grabbed her bag, which almost threw him to the floor with its ridiculously heavy amount.

"Bloody hell!" He gasped, picking it up with some difficulty and swinging it around his shoulder, whilst trying to maintain a handsome appearance which was becoming steadily more difficult, due to the increasing weight that was now causing his face to turn an odd shade of purple.

"Sorry!" Lily said, turning a darker shade of red, "Here let me take that." She made a grab for the bag but he turned away.

"No…its…fine…" He breathed, gasping for breath. "I got it."

"You don't look like you have it." She pointed out.

He through the bag on the ground and then levitated it ahead of him, before he steadily returned to his natural color.

"What the bloody hell do you have in this thing?" He asked.

"Books," She said defensively, "All of them…"

"Are you sure there aren't bricks? Or house elves? Or Sirius?" He said.

Lily laughed as they reached the portrait hole, "Yes James, Sirius is in my book bag."

James chuckled and before they exited the portrait hole James heard Sirius, Remus and Peter snickering, and Sirius say, "That James, quite the ladies man, huh?"

"So…where should we go to talk about the ball?" James asked.

"Um…how about the library?" Lily suggested.

"Do you really think Madam Pince is going to let us talk in there?" James asked incredulously.

"No, perhaps not." Lily admitted.

"How about the kitchens?" James asked.

"The what?" Lily whispered.

"The kitchens," James repeated, keeping her book bag levitated with his wand.

"No! No, no, no, we can't go in there! It's against school rules." She said hoarsely.

"I don't think 'Students aren't allowed to go into the kitchens' is actually written down as a school rule," James said carelessly.

"But they don't want us down there," She said, "So we shouldn't go."

"Oh…I see, is little Lily scared?" James asked raising an eyebrow.

"No!" Lily said defiantly.

James laughed, "Okay, then let's go somewhere else."

"I'm not scared," She said again.

"I know," James said, "We'll go somewhere else anyways."

"Like where?" Lily asked. "No, the kitchens are fine."

"Okay…" James said, smirking slightly. "Let's go."

"I didn't think you actually knew how to get there!" Lily cried as James sped up.

"Never underestimate me." James teased over his shoulder.

Lily quickened her pace and followed James for what seemed like ten minutes before they reached a painting of a bowl fruit.

"Where are we?" Lily asked skeptically.

James stopped levitating her book bag and let if fall with a thud to the floor. He strode over to the painted and reached over to tickle a pear, it began giggled and then the portrait swung open to reveal a hidden door.

"The kitchens me lady," James said, bowing and swinging open the door for her. Lily grabbed her bag and climbed through the hole, giving James as exasperated look as she went.

"Wow," Lily breathed as she entered the room and sat down on a chair surrounding a small table.

"Pretty nice, eh?" James asked, smiling as he watched Lily's amazed expression.

"Mr. Potter!" Squeaked a tiny elf that reached James' knees.

"Hey, Pip," James said looking down at the elf with round, brown eyes.

"What cans I gets yous and the misses?" He asked turning to face Lily and bowing.

"I'll just have a cup of tea," James said.

"Make that two cups of tea," Lily said, smiling, "Thank-you so much."

The elf gave one last beaming smile before scurrying away.

Lily reached down into her bag and pulled out a sheet of parchment, a quill, and some ink. "Shall we get started?" She asked.

"Your teas!" Squeaked the elf, whilst two other elves placed a cup of tea before James and Lily.

"Wow, that was fast," Lily said, "Thank-you so much, all three of you."

"Thanks," James agreed, leaning foreword and taking a sip of tea.

"Okay," Lily said, her quill poised, ready to take notes. "Do you have any ideas about what we should do for a theme?"

"Um…" James took another sip of tea and leaned back in his chair, "I actually haven't thought about it, have you?"

"Well…maybe we don't need a theme," She proposed, taking another warm sip of tea and sighing contentedly.

"Yeah, you can just show up with friends or a date or anything," James agreed.

"But it should be fancy, to get into the spirit, like dress robes, and gowns," Lily said, placing the parchment on the sheet and beginning to scribble down their ideas.

"I like it," James said, "It could maybe be a going away party for all of us."

"Yeah!" Lily said, her face lighting up.

"So it could be towards the end of the year, and it could have a good-bye theme," James said.

"Yeah, except we don't want it to be sad," Lily said, "So we should have it be a good-bye and good-luck theme!"

"I like it!" James announced.

At eight-thirty, Lily and James departed from the kitchens, after thanking the elves repeatedly, and emerged into the hallway.

"Should we just start our patrol duty now?" Lily asked.

"Sure," James agreed.

At 9:15, James was starting to feel nervous, he kept glancing nervously out any window he passed and he realized it was getting darker with every step he took.

"Are you leaving?" Lily asked.

"Why would you say that?"

"Well…because you told me you needed too because of family problems." Lily said, watching him skeptically. "You don't have family problems, do you?"

"I…um…" Her eyes were boring into him, he could almost taste the intensity of her gaze.

"James, if you are trying to skive of patrol…" She said warningly.

"Oh no, no!" James said, shaking his head, "I just...need to go."

Lily watched him play with his hem on his sleeves and wondered what could make James Potter feel nervous, for she had never before seen him like this.

They passed another window and James looked outside, it was very dark, he could just make out the outline of the trees, swaying slightly in the light, brisk wind.

"I need to go," He said again, this time with more force. "Patrols almost over," He added quickly.

"So…do you have family problems?" She asked, eyeing him closely.

"No, I don't have family problems, I'm just worried, Remus' mum is really sick and I think I should be there for him when he leaves to go see her again."

"She's sick?" Lily repeated, "Again!"

"Well…yeah," James said, shrugging slightly. "So I have to go."

"Fine," Lily said, though she sounded sincere, "Go, but please give Remus my best wishes."

"Sure thing," James breathed, obviously relieved, and with that he walked quickly down the hall, turned a corner and when he was sure Lily could no longer hear or see him, he broke out into a run.

"About time!" Sirius bellowed when James entered the common room, panting slightly. "Remus has already left."

"How…long ago?" James asked, clutching a stitch that had developed in his side.

"Only a few moments, but we've got to go, James." Peter said, already heading for the portrait hole James had just entered, "Come on."

James nodded, "I'll go get my invisibility cloak," He whispered, so those still milling about in the common room could not hear her.

"I already got it, now come on let's go," He said urgently.

Without any further questions they walked as casually as they could out of the common room and emerged in the hallway.

"Coast is clear," Peter whispered, looking this way and that.

"Okay, everybody get closer," Sirius commanded.

They all huddled together and Sirius swung the cloak around them.

"This doesn't work," James whined.

"Look! You can see our feet," Sirius said pointing down at the ground.

"You can see our arms and elbows, too," James pointed out.

"Okay, Prongs let's crouch, Wormtail, suck in," Sirius said and when Peter whimpered hurtfully Sirius hurriedly added, "I didn't mean it like that, Wormtail! Prongs, you suck in too."

The three boys drew in a deep breath and kept their arms plastered to their sides, crouching down low.

"I…can't…breathe…" Peter said, turning an odd color.

"Wormtail, you can still breathe," James said, sighing.

Peter let out a deep breath before sucking in once more.

"This is the most uncomfortable stance I have ever been in," James said while Sirius let out a breath and the sucked in again, "And that includes the time in the broom closet," He added when Sirius opened his mouth in protest.

The took a secret passage and took of the cloak, before sprinting down the hall.

"If only we hadn't lost the Marauders' map we spent forever on," Sirius whined as he swung the cloak over them again once they reached the end of the passage.

They emerged out into the grounds and tiptoed across, sucking in every so often and crouching ever lower for fear of being seen.

"Okay," James breathed once they reached the Whomping Willow and the branches began to thrash about threateningly. "Wormtail, transform."

With a mere nod of the head Peter screwed up his face in concentration and turned into his rat form, before scurrying out of the cloak.

James and Sirius let out sighs of relief at the prospect of having more room under the cloak.

Peter's little rat form was barely visible in the blackness of the night, and James and Sirius began to feel worried.

"Do you see the moon anywhere, Prongs?" Sirius asked worriedly.

"No, I think we have a little while…oh look, Wormtails done it!" James said excitedly, referring to the Animagous Peter who had just escaped the thrashing branches, using his small size, climbed the tree, and pushed the knot on it which froze the branches.

"Come on," Sirius said urgently.

And together they hustled forward as best they could, considering they were crouching low to the ground. They crawled under the hole before they emerged into the tunnel.

James swung the cloak off himself and Sirius and they saw Peter changing back into human form.

"Come on!" He squeaked.

And they sprinted forewords into the Shrieking Shack.

"Where have you been?" Remus demanded weakly once the other three boys entered the house-like area.

"Sorry," James breathed. They knew they had to get there before Remus transformed, or else when they opened the door he could escape when they were least expecting it.

"Should we go for a stroll out on the grounds?" Sirius asked, flipping his hair out of his eyes.

"No, not tonight, it's only our first night in Hogwarts, we'll wait till next time or so-" He broke off, for his body had gone stiff, and he began to shake, his eyes lolling to the back of his head and his mouth opening and closing as if it were too painful to make a sound.

"Let's do it now," James said, and with that the four boys transformed.

Remus' body was now shaking, they could here his bones breaking and cracking, converting themselves to become a werewolf. Then there was silence, the young, innocent boy that was once standing before them was now staring at them out of yellow slits, Remus Lupin had now become a werewolf.

They stood, all looking at each other before the werewolf reared its head back and let out an ear piercing howl.

He then grunted somewhere deep inside his throat and charged for the one closest to him, James. James help him back, dancing around and trying to tire him, but the werewolf was restless, it pawed and tried to bite every inch of flesh it could find, whilst James him off, obviously trying desperately not to hurt his friend that was somewhere inside the beast that had now taken over.

James began to slow down while the werewolf plowed on, he looked at Sirius and he growled, knocking into the werewolf and allowing James to slip to the side, grunting painfully.

Sirius and the werewolf raged on, snapping and biting each other, but it became evident that the werewolf was steadily slowing down.

Peter scurried around the werewolf's feet, trying his best to distract him. After a while, James took over and smashed into it, causing it to avert its attention to the brilliant stag that was before his eyes.

The werewolf continuously attacked, but after a while his vicious tears of flesh turned into angry bites, which became tired snaps.

Finally, at long last, the werewolf circled around the room, growling menacingly, before collapsing onto the blood stained floor. The black, shaggy dog followed suit and James, having watched the werewolf's sudden change in attitude, fell to the ground gratefully.

Peter scuttled over and curled up into a ball, looking very tired and worn out. The werewolf was making odd whimpers and Sirius and James looked at each other worriedly, wondering, as they always did, whether they had hurt their friend badly.

After what seemed like days, when, in reality was only hours, the werewolf that was curled up in front of them began to shake. Its bones beginning to crack beneath the surface of skin and fur, the yellow slits of eyes lolled to the back of its head, and the fur began to ebb away to reveal skin.

At long last, the body before them was once again their friend, Remus. Who was ghastly white, and sprawled across the floor.

The other three boys exchanged glances and transformed back into their human form.

"Is he okay?" James asked, worry creasing his brow.

Sirius advanced on Remus and grabed his wrist, before breathing a sigh of relief, "He's okay, his pulse is fine."

"Well..." James said, rubbing his eyes exhaustedly, "All went well in our first full moon back at Hogwarts."

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A/N: Okay, i know i promised a Lily and James chapter, but i really needed to get Remus' transformation in, and it would be utterly long if i did it all at once. I hope you liked this one all the same. I'll try to update sometime in the next week, I've been updating very quick lately, so sorry if it takes longer and usual. Please read and review! It always means so much to me! Okay, so for sure the next one will have more Lily and James. Thanks and love you all, Lilly