Chapter 3

"This costume's I bit much, don't you think?" James adjusted his top hat, fit with muggle card in front of the mirror, staring at his reflection incredulously. "What was I thinking letting Lily choose my costume..." He turned slightly, eyeing his black coat tails and slacks. "What am I again?"

"Your the Mad Hatter." Remus spoke up from his bed where he was fitting a pair of bunny ears over his sandy hair. "From Alice in Wonderland."

"Mad muggles are, really." James turned from the mirror to his friend who looked suddenly very irritated, adjusting his floppy ears. "You look adorable Moony."

The werewolf scowled and bit back, "At least people can see what I am. Yours is natural." He eyed the bespectacled young man for a moment before shaking his head. "The top hat is the only thing that shows who you are anyway. It's not 'too much' as you say."

"People won't know your from the muggle story either, Moony." Sirius, dressed in purple stripped dress robes, stepped up behind Remus and flicked the realistic bunny ears Lily had ordered for him from a costume shop in Diagon Alley. "You do look quite cute though."

Remus took a few quick steps away from Sirius and across the room, standing by the door for a possible quick get away well Peter suddenly stumbled in from the boy's bathroom.

Sirius' bark-like laughter filled the room. "What the bloody hell are you?"

"A rat." Peter's voice was small as he nervously adjusted the hand sewn mouse ears on his head. They looked as if they'd seen better days. He only wore his usual dress robes besides.

His watery blue eyes took in the others and he frowned, a small blush creeping across his plump features. "I thought we were dressing up as our animagus forms?"

Sirius sighed, fixing the smaller boy with a look of annoyance. "We changed our minds last week remember? When Lily showed us that book." He reached a hand up to touch the purple catlike ears on his head. "Though, I would have much rather liked to go as a dog. I'm not a big fan of cats..."

"Besides..." James took one last look at himself in the mirror, satisfied- he wanted to impress Lily- before he turned to look at his friends. "What would Remus dress up as? We couldn't have him dressing up as a werewolf now could we?"

Peter's eyes grew large and he passed a slightly nervous look in Remus' direction before nodding furiously. "Yeah."

Remus looked absolutely bored, motioning them all to the door with a piercing look that clearly stated they should leave now, but muttered as Peter came up, "There is a mouse in the book" for only him to hear. Peter smiled.

"Let the fun begin." Sirius chided cheerfully as he swept from the room followed by the others, Peter shuffling his feet in the rear.

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Lily was pacing, a bad habit she thought she'd done away with.

The boys had yet to come down from the dorms, and the commons was slowly emptying around her. She had to be there for the ball! She had to make sure everything was going fine.

The band had agreed to come. The decorations were perfect. Slughorn was satisfied, telling her he couldn't have done a better job, and James and the others were still not ready!

Just as she was pacing across the stairway to the boy's dorms for what must have been the 20th time, Sirius, dressed most appropriately in the Cheshire Cat outfit she suggested came bounding down the stairs, took one look at her... and stopped. This of course, seemed to cause some back up on the stairway as James slammed in his back, his top hat falling to the floor and Remus looked around both taller boys to see what the hold up was.

She was barely able to see Peter behind them... not dressed in the card outfit she had suggested to him she noticed and looking slightly embarrassed.

"Evans!" Sirius let out a low whistle and Lily began to glow a red to fit her hair when she realized why he had stopped. "You look... erm..." He shot a look to James who was staring at his girlfriend too much to realize Sirius had been about to say something charming to her. "Very nice." He finished lamely, continuing to move down the stairs as if nothing happened.

James followed numbly after him, followed by a smiling Remus- who picked up James' hat and put it back on his head for him- and edgy Peter.

"I like your costume Lily." Remus eyed her red and white dress appreciatively (but not in the perverted way Sirius and James did and were). "The Queen of Hearts?"

She nodded, feeling the tips of her ears burn. She seemed unable to take her eyes off James.

He looked so handsome...

"I thought originally I would dress up as Alice, but Alice is blonde, so this was my second choice." She grabbed hold of the side of her dress and fanned it out slightly. She felt like a princess.

Her mother had gotten her the Victorian-looking dress from a muggle secondhand shop and had added a few of her own touches to it, including the little red hearts sewn into the hems and tiny red ribbons at the sleeves.

James still didn't seem able to speak... until Sirius gave him a sharp nudge in the ribs and said rather loudly, "Take her arm and let's be off, Prongs."

He moved forward now, holding his arm out for her invitation. Smiling shyly, she ignored his arm and took his hand instead, linking fingers with him. He looked surprised at first; pleasantly so, before pulling her along after the already retreating Marauders.

He walked slowly with her... something that slightly irritated her as she thought of the party she was suppose to be hosting downstairs, but at the same time excited her as she watched the distance between them and the Marauder's grow. Soon, as Remus rounded a corner and his rabbit tail disappeared, they found they were alone.

"You look beautiful." James seemed to have gotten over the shock of her dress finally and returned to his normal confident self.

She turned to find him smiling down at her, his handsome hazel eyes dancing from the light of the torches on the wall. "Thank you." She eyed his top hat, trade mark of the Mad Hatter and handsome old muggle outfit. "You look quite handsome yourself."

His grip on her hand tightened affectionately, and she found herself hoping he would want to bypass the dance completely and find a nice broom closet...

No... no... she had a dance to organize.

Besides, she was sure Filtch would be looking through all the closets tonight anyway on the search of hormonal students who had the same thought. Lily could hardly be one of them.

"Erm..." She found he was still looking down at her. "Did you want to head on than?" She motioned with her head in the general direction of the Great Hall and he blinked as if coming out of a trance.

"Right."

He began to pull her towards the hall with a new sort of resolve.

When she looked up to his face as they were heading down the stairway she noticed a faint blush playing across his features, nearly hidden by the shadow the hat cast.

She found herself wondering what it would be like to be in love...

... And wondered if she wasn't already.

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"And what do you suppose she's up to?"

Remus and James both turned in the direction Sirius' attention seemed to be in, half expecting to see Ellen; Sirius' date for the night dancing with someone else. Instead they found themselves watching Narcissa Black slip out of the hall followed by several other Slytherins.

Remus shrugged and turned back to look at the dance floor, seemingly interested in watching a first year stumble around with a girl.

James however stood from his spot to get a better look at the door. "Probably off to pluck her back hair." He mumbled, earning a laugh from Sirius which was quickly followed by Peter's giggle. James and Sirius ignored him... and it seemed all of the girls had to.

Peter had been sitting at the table feeling sorry for himself all night.

"Should we follow my dear cousin?" Sirius was grinning wolfishly... until he spotted Regulus making his way through the doorway as well. "Come on." He grabbed James' sleeve and began to pull him along towards the door.

"Wait a second." James scanned the room quickly, trying to get a glimpse of red among the costume clad students, pumpkins and live bats that circled the room. "I need to tell Lily I'm leaving."

"She won't like that." Remus was watching them now, a disapproving look on his face.

James frowned. "She won't care if she doesn't know."

Remus' frown got steadily deeper and he looked a bit older than he should. "How do you suppose that'll work?"

"You're going to distract her. It'll only take a second."

The werewolf crossed his arms defiantly but Sirius was already pulling James away towards the door again.

As soon as the crowd swallowed the two of them with Peter trailing along behind, Lily's voice from behind made him jump.

He spun around to find her standing there, a glass of punch in one hand well she held the bottom of her dress off the ground with the other. "Where's James?"

He tried to smile, knew it looked forced. "The toilets." He almost winced at the stupid excuse and wanted to take it back instantly when Lily's eyes scanned the table behind him and the dance floor.

"With Black and Peter?" As her eyes landed on him again, he knew he was in trouble if he didn't distract her quickly.

"Would you like to dance."

She opened her mouth to retort something but he was already taking her cup from her hand, placing it on the table before guiding her back onto the dance floor.

"Remus-"

"I'm not much of a dancer."

But as he led her to the medium paced music the live band was strumming out she realized that wasn't true

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AN: Ok... the plots starting. lol!

Not much of it in this chapter... but meh. More suspense-full. You'll have to wait and see.

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