Lily had become distinctly bored with the Prefects meeting. The new Heads were arrogant and more concerned with their positions than with the well being of the school. They had been rambling on about how the prefects needed to show them the proper respect and abide by the school rules; they were role models for other students, yadda, yadda, yadda. She had sat on the edge of her seat last year, a new prefect, wanting to show them she could handle it. Looking around, she could easily spot the new prefects. They were all nervous, listening intently. Poor kids… They had no idea what a drag being a prefect really was.

Remus was sitting next to her, doodling on a piece of paper. Seeing her gaze he quickly scribbled, Wanna sit with us later? Of all the Marauders, Remus was the only one she was on friendly terms with. Well, Peter too, but he never talked enough to call it "friendly" terms. Remus was a genuinely nice guy. He looked at her intently and she shook her head no. Sitting with Remus would mean sitting with James, and that she wouldn't do willingly. He gave her a nod to show that he understood and went back to doodling. Lily looked out the window. Who would she sit with? She had spent so much time at Bamarre with the Pack that she had made very few good friends here, in fact, few friends at all, and none she would call close. The people she was on good terms with would probably all sit together, and that was enough to take up a whole compartment easily.

The Prefects meeting adjourned and Lily moved to get her stuff. Remus lightly grabbed her arm. She looked up at him and he said, "Let me get that for you."

She smiled. His reputation as a gentleman preceded him. "Thank-you Remus."

"Well, you know, someone has to give the Marauders a good name." He grinned. Lily found herself wondering if all the Marauders could grin like that. For some reason she couldn't see Peter grinning. It seemed all he could muster up was a shy smile, though most of the time he just turned red when you talked to him.

"You don't exactly seem to fit with them," she said as they headed out into the hall amidst strange looks from some of the other Prefects. It was commonly known that Lily made a point to not associate with the Marauders, so why was she talking civilly with one of them?

"Well if it weren't for me, Peter would have flunked everything, James's head would have exploded and Sirius would have married his reflection." Lily laughed. She didn't doubt that that's what would have happened.

"Yeah, but what's in it for you?" She couldn't think of a single thing that would make hanging out with the Marauders bearable.

Remus' face suddenly turned very somber and he looked at her intently as if he were willing her to believe him, "They aren't as bad as you seem to think. James really does like-"

Lily groaned, "Now he's using you to get to me too? And I thought he could sink no lower…" But she stopped at the look on his face. He had suddenly turned very sad.

"You just don't get it. James hasn't asked for any of our help. He's a good guy."

She was slightly taken aback by the sudden change in mood between them, but then she narrowed her eyes and said, "Potter can rot in Hell for all I care."

"You can't mean that."

"What if I do?"

He shook his head sadly, "Then you aren't quite who I thought you were."

They continued on in silence. Remus peered into each compartment, looking for both his friends and Lily's. Near the back of the train they found Lily's friends crowded into a compartment. They invited her to join them, but she declined, not wanting to sit on the floor. Remus raised an eyebrow at her.

"Can I take you up on that offer earlier?" She mumbled toward the ground.

Remus smiled. He could see how James found Lily cute. He didn't like her that way, but she was very attractive when she was embarrassed, "Sure. The door is always open on an offer made by a Marauder!"

She looked up and brushed some of her hair behind her ear. They set off in search of James, Sirius, and Peter. Three compartments down, they found the Marauders. Sirius was snogging a girl Remus had never met, and James and Peter were on the other side of the compartment looking distinctly ill. When James saw Remus he jumped up, apparently willing for any excuse to escape the couple. Then he saw Lily. He paled and gave Remus a look that distinctly said how could you?

Remus sighed. James was so in love with Lily he couldn't even bear to be in the same room as her. Remus had known that by bringing Lily with him he had put James at risk to mortally embarrass himself. Yet every so often James needed to be reminded that not everyone adored him.

"Hello Potter"

James turned slightly green but managed to breathe, "Hello Evans"

Well so much for good starting conversation. Sirius and the girl tumbled to the floor. "Let's leave and give the happy couple some privacy, shall we?"

As they walked to the end of the train, which would probably be the only place with empty compartments, James pulled Remus to the side.

"Why is Lily with us?"

"Her friends' compartment was full."

"You know I won't last 3 minutes with her!"

"You would have me abandon her? That would be out of character."

James ran his hand through his hair. Remus groaned inwardly. Lily hated it when he did that. "Yeah, I know. Just turned me into a frog or something if I get too obnoxious."

Remus grinned, willingness to change, the first step to becoming a better person and winning Lily's heart. "Deal."

"So what do I do? I mean so far, trying to be normal has kind of backfired."

"I think being normal is a little too much to ask of you. But you aren't so bad when you aren't around girls." It was true. When it was only the boys up in the dorm James was completely at ease.

"What do you want me to do? Pretend she's a guy? That might be a little hard, Moony." James ran his hand through his hair

"Don't do that." Remus scowled. If James was gonna have a chance with Lily, he couldn't go around doing stuff that he knew annoyed her.

"What?" His hand froze midway through his hair.

"Ruffling your hair. She hates it."

"Nervous habit I suppose"

"Yeah well, she thinks you do it to impress everybody."

"Heh" James's hand went uneasily to his side.

"Just relax. Lily knows how to have fun when she isn't under pressure."

"Right. So what do you think of the porn stars back there?" James suddenly became is normal carefree self. He could just change his emotions that quickly. Remus could see that the idea of Lily willingly sitting with them was settling in.

"5 galleons says she's crying by dinner."

"No way, she'll break down by the end of the train ride." They shook hands and hurried to catch Peter and Lily who had found an empty compartment.

Peter and Lily walked in silence. They didn't really have anything to talk about. Lily found she knew very little about the least popular member of the Marauders. School was a bad topic. It was well known that Peter was awful at magic. She figured anything the other Marauders were interested in would be good: girls, no; pranks, she didn't know the first thing about them; quidditch, she wasn't even sure if Peter liked it… was that all she knew they liked? They couldn't be that shallow could they. No, now she remembered, they were interested in Animagi. The year before, while writing a report, she had been shocked to find James' and Sirius' names in all of the books. It was surprising because she had never seen either of the boys crack a book. They had had an unnatural knowledge of them when they covered them in class, too.

She decided she should probably try to break the tension forming between her and Peter, "Er, how was your summer Peter?" It was a stupid question. She wished she could have come up with something witty, but that was the risk of not knowing people well.

He looked at her a little startled, but responded, "Fine" anyway.

Lily sighed. Conversation was completely exhausted. No wonder few people liked to talk to him. She wished Remus would hurry up and finish talking with James so he could rescue her from Peter and his lack of social skills.

James and Remus jogged to catch up with Lily and Peter as they reached an empty compartment.

"Looks good," said James as he peered over Lily's shoulder into the compartment.

Lily looked up at him and he fought the urge to ruffle his hair. He smiled, "Ladies first."

"Why thank you, Potter." She slid into the compartment and sat down by the window. James went in second and sat diagonal from her. Peter sat next to him, and Remus came in last to sit next to Lily.

"So how was everybody's summer?" Remus inquired cheerfully. James smiled at him. Everything was going great. He hadn't lost control yet.