A/N: Reviews make me smile! SiriRemy - My first reviewer! I'm so glad you liked the first chapter! Here's your update. marauders4 – Aww, thank you! I hope Whipped!James doesn't disappoint! Miss JaD – Oh, I never leave characters unhappy for too long. :) Je suis content que vous aimez mon histoire, mon petite amie français! Was that even remotely close to being right? LOL. Here's your update. S.c.ou.s.er.4.li.f.e – Why, thanks, sugar. Hope you like this next chapter!

Disclaimer: I own nothing, JKR is goddess of the universe, etc, etc.

Warning: As always, slashiness abounds. Read at your own risk. :)

Rating: T – For implied slash, mature themes, and a bit of language.

I lied to you. Greasy!Snivellus will not be making an appearance until next chapter. But Spunky!Lily and Whipped!James are here as promised!

Also, I'll try to add a new chapter every weekend if I can. That seems to have worked out good so far. So, yeah. Enjoy!

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Chapter Two: Just Friends

Lily Evans opened her eyes and stretched, trying to pull her surroundings into focus. She was in a small, plainly furnished room, with a single window facing east that the pink light of the morning sun was just starting to shine through. Someone lay beside her, beginning to wake himself, turning slightly in his half-woken state.

"Good morning." She greeted him in a soft murmur, smiling as he opened his eyes and returned her greeting. Her smile quickly disappeared, however, when the door was flung open, and another young man entered the room, looking extremely upset.

"What the hell are you doing in bed with my girlfriend!" James Potter demanded of the other boy, who was now fully awake. When there was no response he screamed, "Answer me, Remus!"

24 hours earlier…

Sirius reread the letter for the tenth time, sighing audibly even though there was no one around to hear him. The letter was from his best friend James, and it basically announced that he, his girlfriend Lily, and another friend of theirs, Peter, were all going to be showing up that afternoon to do their school shopping in diagon alley. According to James, they meant to stay the weekend.

Sirius dropped the letter onto the table and ran a hand through his thick black hair. Normally he would be glad to see James, especially since they hadn't seen each other for months now. But for the past few months everything had been perfect, he and Remus had been in their own world. Now suddenly, it seemed like it was time to rejoin reality, and he wasn't ready yet.

As he was thinking all of this, the front door to the flat opened and Remus himself came bounding in, shaking the water out of his hair like, well, a wolf.

"It's really coming down out there." He told Sirius, setting the bag he was carrying onto the counter. He spied the letter sitting on the table and noted Sirius' forlorn expression.

"Bad news?" He asked.

Sirius seemed to snap out of his funk, looking up at Remus and then back down at the letter.

"No, not really." He said quickly. "It's just from James. He and Peter and Evans are coming up this afternoon. Leave it to Prongs to give us no warning whatsoever. He actually spends most of the letter trying to find ways to work in the fact that he finally snagged Evans. Not like it'll last."

At this news, Remus seemed to pale considerably.

"They're going to be here this afternoon?" He repeated. When Sirius nodded a confirmation, he asked, "Where are they going to stay?"

"With us." Sirius told him.

"With us?" Remus echoed Sirius once again. He slumped into the nearest chair and picked up the letter to read for himself.

"What're we gonna do?" He asked, replacing the letter on the table.

"About what?" Sirius returned.

"You know what." Remus answered. When Sirius still didn't say anything, he elaborated, "About this… about us?"

"You think we need to do something about us?" Sirius asked, rather defensively.

"You know what I mean." Remus exclaimed.

"No, I don't know what you mean, actually." Sirius retorted.

"Oh, come on, Sirius, don't be like that." Remus said, throwing up his hands in exasperation. He stood up again, and paced the length of the small kitchen.

"I mean, really, what do you propose we do, just hit 'em with it as they walk in the door?" He asked sarcastically. "A little, 'How was your summer? And oh, by the way, we've been sleeping together.' Something like that?"

"So that's all this is now? We're just sleeping together?" Sirius questioned fiercely.

"You're twisting around everything I say!" Remus burst out in frustration.

"Well? Come on. You didn't answer my question." Sirius returned coolly.

"Of course that's not all this is. You know that." Remus assured him with feeling. "Why are you jumping all over me?"

"I'm sorry." Sirius muttered, staring down at the floor. He sighed. "Look, this is freaking me out too, okay?"

"Okay." Remus said, by way of accepting his apology. He understood Sirius' stress well enough.

After a moment he repeated his original question. "So what're we going to do?"

"It's only James and Peter and Lily, right?" Sirius answered finally. "This doesn't have to be a big deal if we don't make it one."

Remus wasn't buying it.

"That's crap and you know it, Sirius." He exclaimed. "It is a big deal. It's always a big deal. And it's going to be an even bigger deal because it's James and Peter and Lily, They're our friends, our good friends. It matters that much more what they think about us."

"So what do you propose we do, lie?" Sirius asked, his voice rising once more. "Oh wait, I forgot, that's your answer for everything."

Remus recoiled as if Sirius had just slapped him across the face.

"Sometimes you have to lie." He finally replied, his voice low and filled with emotion. "Sometimes a lie is the only thing that keeps you alive."

Sirius felt terrible. He knew how much it hurt Remus to keep his lycanthropy a secret. He could see it almost every day. He didn't mean to be lashing out at him like this. This wasn't how he wanted this conversation to be going.

"I'm sorry, okay?" He whispered after a moment, looking up at Remus, his eyes full of sincerity. "I don't want to fight with you."

"I don't want to fight with you either." Remus muttered.

"Listen, why don't we just hold off on saying anything for now." Sirius decided finally. "They'll be here in a few hours and we obviously need more time to talk about this."

It was a peace offering, and Remus knew it. He gave Sirius a look as if deciding whether or not to accept it.

"So we'll wait?" He asked softly.

"We'll wait." Sirius repeated.

A few hours later, James and the others arrived as promised.

"Wow, this place is small." Were the first words out of James' mouth upon entering the flat.

"Good thing you gave us advance notice so we could clean out your deluxe suite." Sirius replied sarcastically, clapping James on the back as he ushered him inside.

Lily followed closely behind, dropping her bag by the door before pulling Remus into a tight hug.

"Hey, you." She said warmly as they pulled apart.

"Hey." Remus returned, nodding to Peter as he brought up the rear, closing the door behind him.

"I thought we could get all of our shopping out of the way this afternoon," Lily began, turning to James for confirmation.

Before James could answer, however, Sirius shook his head, making his way into the kitchen.

"First, a celebratory toast." He said with a grin as he returned, a bottle of firewhiskey in each hand.

James glanced at Lily, obviously waiting for her response in order to gage his own.

"Oh, alright." Lily agreed with a sigh. "But just one drink. Then we go."

By midnight they still hadn't made it out of the flat.

"So then," James said between laughs, an empty bottle of firewhiskey on the floor by his feet, "I said to him, I said, 'it's just a chicken – not a broomstick'!"

He erupted in laughter, and the rest of the group joined him, enjoying the conclusion of James' tale. All except Peter, who had already fallen asleep on the floor near Sirius' feet. They had spent most of the afternoon and night drinking and telling stories of their summers. If anyone noticed that Remus and Sirius were a bit more quiet then usual, no one said anything.

"I'm bored." Sirius declared, after a moment. "What happened to the firewhiskey?"

"You drank it." Remus responded with the distinct impression that they'd had this conversation before.

"There's another bottle in the kitchen!" Sirius remembered suddenly.

"More firewhiskey, more firewhiskey!" James chanted in a manner that suggested he'd already had quite enough.

"I'll get it." Lily offered, extricating herself from James' grasp where they sat on the couch. "I have to go to the loo anyway."

Once Lily had left, the room lapsed into silence.

"So what ever happened to that guy?" Remus prompted James after a few minutes.

There was no response from James, and glancing around the room, Remus realized that both James and Sirius seemed to have fallen asleep. Not wanting to disturb them, he got up and moved to the kitchen.

Lily finally came back with the third bottle of firewhiskey. She set it down on the table with a sigh, glancing at the figures of the sleeping boys.

"What is this?" She whispered to Remus, after joining him in the kitchen.

"Too much fun." Remus returned with a slight smirk.

Lily sighed again, taking a seat next to him at the table.

"All talk, no follow through," she muttered, "that was always his problem."

Remus laughed loudly at that observation, but quickly checked himself given their proximity to the others. He stood up and took Lily's hand, gesturing for her to follow him into one of the other rooms. As an afterthought, he grabbed the bottle of firewhiskey as well. As soon as they were inside, he shut the door, shielding their voices from the sleeping boys outside. Lily took a seat on the bed and Remus joined her, opening the new bottle and taking a swig.

"Is this your room?" Lily asked, noting its lack of furnishings. In fact, as opposed to the other bedroom, this one hardly looked as though anyone lived in it at all. Remus looked unsure for a moment, then finally gave a sort of half-shrug.

"I guess." He said.

Lily kicked off her shoes and snuggled down into the bed, motioning for Remus to join her. He did so, laughing slightly.

"What would your boyfriend think about this?" He asked playfully, setting the firewhiskey on the bedside table and wrapping an arm around his friend as she leaned into his chest.

"Don't worry," she assured him with a wry smile, "you could totally take him."

Remus laughed, knowing how upset James would be if he could hear their conversation.

"So what's going on with you?" Lily asked suddenly, switching to a more serious tone.

"What do you mean?" Remus returned innocently.

"Something is up with you." She insisted. "I noticed it as soon as we got here. Are you seeing someone?"

Remus was so startled, he merely stared at her for a moment. Then all at once he burst out laughing.

"That figures." He cried, exasperated. "I thought I was playing it so cool, but then as soon as we have a minute alone, the first thing you ask me is if I'm seeing someone! You know me too well."

"So," Lily pushed, not about to let him get off so easy, "come on, spill! Tell me about her."

Remus' countenance suddenly changed. He pushed himself away from Lily a bit, and reached out for the bottle of firewhiskey, taking another drink.

"I don't want to talk about it." He muttered.

Lily looked a bit hurt. She opened her mouth to say something but Remus cut her off.

"I'm sorry, I didn't mean to… it's just… complicated, that's all." He told her.

"Does she go to Hogwarts?" Lily asked.

Remus sighed, realizing he wasn't going to get out of talking about this.

"Yes, they go to Hogwarts." He finally allowed.

"It's not a Slytherin, is it?" Lily questioned.

"No." Remus answered. "It's a Gryffindor."

He mentally smacked himself. He hadn't meant to tell her that. Suddenly, Lily gasped.

"It's not a first year, is it?" She asked, horrified.

Remus laughed, giving Lily a playful shove.

"No." He told her. "We're the same age."

Lily smirked, giving him a look that said she had tricked him into telling her everything she needed to know.

"That means it's either Valerie, Kate, Rachel, or Louise!" She concluded triumphantly, naming the four other Gryffindor girls in their year.

"Actually, no, no, no, and no." Remus told her, unable to stop himself.

Lily frowned slightly, as if trying to think who she had missed.

"If it's a seventh year Gryffindor, and it's not Rachel, Kate, Louise, or Valerie… that's everyone! I mean, all that's left are Peter, James, Sirius…" Lily stopped abruptly. "Oh my god. Sirius."

Remus didn't even try to deny it. He knew Lily would be able to see through any of his lies.

"Wow. I just… wow." She breathed. "How did this happen?"

"I don't know." Remus answered honestly. "It just did."

"When?" Lily returned. "I mean, how long have you been… erm, seeing each other?"

"Pretty much all summer." Remus told her.

"Wow." Lily repeated once again, seemingly stunned. She fell silent for a moment, as if needing to process all of this new information.

"I'm sorry." She said after a moment. "I'm just having a hard time with this. It's not so much the fact that he's a guy so much as the fact that it's Sirius. I mean, out of all the people you could have picked… Sirius, really?"

"James, really?" Remus shot back, defensively.

Lily couldn't help laughing despite herself.

"Touché." She said, holding her hands in a gesture of surrender.

"Sirius is a lot more than what you see." Remus mused quietly, trying to put his feelings into words Lily would understand. "He knows all my deepest secrets and he still cares about me. He's seen all my scars and he still wants me. He would do anything for me. You don't find that kind of loyalty every day."

Lily nodded slightly.

"I guess I always kind of wondered why the four of you were such good friends," she admitted, "but what you said makes sense. I think I understand what you mean."

They fell silent for a moment, still snuggled up together under the covers.

After a minute or so, Lily ventured awkwardly, "I know this is absolutely none of my business, but have you two… you know?"

"Have we what?" Remus asked innocently, knowing full well what Lily meant.

Lily let out a frustrated sigh.

"You know what I mean." She told him, going slightly pink.

Remus laughed at Lily's discomfort.

"Yeah, we have." He told her finally.

Lily fell silent for a moment before asking, "So how long did you wait?"

"What do you mean?" Remus returned, eyebrows raised.

"I mean, how long was it from when you first… erm… from your first kiss, to when you first… well, you know." She clarified, her cheeks getting redder by the moment. "I mean was it just days? Or weeks? What?"

Remus thought for a few moments.

"I'd say about fifteen minutes, give or take." He answered.

"Fifteen minutes!" Lily repeated, shocked.

"Give or take." Remus said with a shrug. "Why?"

Lily sighed heavily.

"James and I, we… er, haven't." She admitted. "I've been trying to figure out how long I should wait… but I definitely won't be using you as a role model! Fifteen minutes. Good lord."

Remus laughed.

"We're both seventeen year old boys, Lil. Between the two of us, our self-restraint would fit inside a shoebox." He defended himself with a laugh.

He shook his head, thinking about Lily's other admission, "Poor James."

"If I tell you something, will you promise not to think it's stupid?" She asked earnestly.

"Absolutely not." Remus replied, with a small laugh. "I mean, what if it really is stupid?"

Lily rolled her eyes.

"It's just, sometimes I worry that James is only in it for the chase." She told Remus softly. "He's been after me for so long – what if it was only because I was unattainable? What if I sleep with him and then he suddenly gets bored with me, like 'been there, done that'?"

"I highly doubt that would happen." Remus assured her. "He loves you."

"Yeah, but that's my point," Lily continued. "Do you remember the first time he told me he loved me? I do. It was the very first day he met me. Our first day at Hogwarts, he kept staring at me all through dinner. When I finally asked him what he was looking at, he said, 'I think I love you'. He was eleven."

Remus laughed.

"I don't really remember that," he admitted, "but it sounds like James alright."

"So how am I supposed to believe those same words mean something now? What's the difference?" She asked.

"Let me ask you something," Remus said slowly, trying to piece his question together carefully. "James has asked you out every other week since our first year, and you've always turned him down. But this time you didn't. There must have been some reason why you said 'yes' this time. So, what was it?"

Lily pondered his question for a moment, frowning slightly.

"I don't know." She answered softly.

"Well, maybe when you figure that out, you'll be able to figure out everything else." Remus suggested.

"Maybe." Lily agreed, though her voice sounded a bit distant.

Remus glanced down to see that Lily was slowly drifting off to sleep. He drew the covers up a little tighter around them both.

"Goodnight, Lils." He said softly.

" 'Night." She murmured sleepily.

After a few moments, her breathing became slow and even, and Remus closed his eyes as well. He hadn't felt especially tired, but as soon as his eyes fluttered closed, he was out for the night, or what was left of it at least.

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That's chapter two! Ta-da! Did you know, reviewing burns calories? Go ahead, try it and see!

Chapter Three… back to Hogwarts! Oh, the possibilities. ;)