Disclaimer: I'm not JK.

A/N: hey guys, sorry for the delay. Life got in the way… But here's Chapter 3!

I've been awake for a while now
You've got me feelin' like a child now
'Cause every time I see your bubbly face
I get the tingles in a silly place
It starts in my toes
And I crinkle my nose
Wherever it goes I always know
That you make me smile
-Bubbly (Colbie Caillat)

Third year. It was secretly the bane of all the teacher's lives. Tempers ran high and passions even higher. Awkward was endemic to every house, and there was too much hair flipping amongst both genders to take half of what they said seriously.

(**************)

"Boys," Sirius started the minute they were all in the dorms, "I propose we start a new tradition." Everyone paused from their unpacking and looked at each other with slightly panicked eyes. Sirius noticed and huffed, "It's not that bad, I promise."

"If you say so," Remus said, with a sinking feeling of dread.

"Prats." At a normal volume: "Best-looking bird this year. Go." The other three were quite stunned for a while.

"Sirius, I'm calling this tradition out. It seems too… offensive."

"What could be bad about calling out the nice-looking ones? It's a compliment," Sirius said, flopping down onto his bed.

Remus frowned and rubbed his eyes. "I wouldn't like it if I was 'complimented' like that and it being made into a tradition. Why should they?"

"Moony." Sirius sat up and narrowed his eyes. "Are you gay?"

"No, I am not. Merlin. I just don't like the idea of…"

"Oh, shut it. Dorcas Meadowes is looking fit," James commented lazily, smirking at Remus' expression. "If a little crazy, like always."

Sirius nodded thoughtfully. "Yeah, I guess she is. Lana Reese changed over the summer."

"What about Helen Horty?" Peter put in a little nervously.

James ignored him. "Who do you think looks good, Moony?"

Remus massaged his temples with his fingers, taking deep breaths. "Bloody hell, you are incorrigible. No one in particular catches my eye."

"Aw, you're just saying that so the conversation will stop."

"I'm saying that because it's true."

"But if there was just one girl that you think even a little bit pretty, then who would it be?" James crossed his arms.

"Do I have to answer?'

"Yes!" the other three chorused, enjoying their friend's discomfort. Remus frowned and muttered something about insufferable gits under his breath.

"Fine. I guess Lily Evans looks nice."

"Evans?" Sirius nearly shouted in surprise. "Bookworm Lily? The Red Headed Menace? The Copper Kettle of Death?"

"Why do we have so many names for her?" Peter wondered and was answered by a shrug from James.

"Evans, honestly? She's too much of a ginger for me. And she's so mean. Why do you think she's good looking?"

"I don't know, maybe because I have stupid concepts of pretty, or maybe it's because she's always been nice and we're friends. I don't know! You guys started this, and this is why I don't like it."

"I thought you didn't like it because it was offensive?" James said, forehead crinkling.

Remus threw his hands in the air. "Aurgh!" he cried, crawling into bed and pulling the covers over his head. He stayed like that, and the others watched him for a moment.

"Well, gents, I do believe we've broken Moony," Sirius remarked, grinning. "Who would've thought it would take a conversation about girls to do the trick? Actually, that was probably a given."

"Shut your face before I shut it for you, Black," Remus said, muffled.

"This probably isn't the best time to tell you that I accidentally dropped your book into the soup at dinner tonight, is it?" Peter ventured, looking pink and very ashamed.

Remus poked his head out from under the blankets and stared at Peter, horrified. "What?" Remus' voice was dangerously low. His spell hit Peter so quickly, Sirius and James could hardly react. Soon the pudgy boy was on the floor, legs turned to jelly.

"That wasn't very nice," Sirius said disapprovingly.

"You're one to talk. And he deserved it," Remus replied sulkily before diving under the sheets again.

(**************)

Lily's forehead was scrunched in concentration as she copied down Professor McGonagall's complex notes. Transfiguration was her worst subject and Lily was lost.

"I hate Animagi," she decided, muttering under her breath. Her seatmate Emmeline gave her a quick glance and a small smile.

"Excuse me," James said, his hand raised high in the air. McGonagall cocked an eyebrow at being interrupted in the middle of a lecture. "But do Animagi actually turn into animals?"

"That's the point, Mr. Potter," she answered as the class tittered.

"But do they take on all animal characteristics? Like could they be impervious to human diseases and such when they were in their Animagus form?"
"I do not have nine lives if that is what you are wondering." James shook his head. "I suppose that would be true. The reverse of that is that an Animagus could catch animal diseases and such that humans are immune against. Why the sudden curiosity?"

"No reason," he replied, shaking his head again. He spoke again, more quietly but loud enough for Lily to hear. "I just like Transfiguration, that's all."

"Prat," she swore, ticked that he was better at her in a class. Emmeline rolled her eyes.

"Professor," James called, "is it terribly painful to become an Animagus?"

McGonagall paused, a smile hidden on her lips and a slight twinkle in her eye. "If I say yes, will that discourage you from attempting to turn into a lion next period?"

"I don't plan on turning into a lion. I'm just curious."

"Curiosity killed the cat," The woman muttered, clicking her tongue. "I have been an Animagus for so long that it doesn't hurt anymore. It is instinct, almost. However, it hurt horribly the first time and the time after that. Does that satisfy you?"

"Yes, Professor." And the lecture continued, but Mr. Potter was persistent.

"Can Animagi turn at will? Do they ever change accidentally? Did you choose your defining marks? How did you choose what animal to become?" McGonagall had had enough.

"Mr. Potter, if you would like to discuss this more in-depth, you can come to my office after class. But for right now, I would appreciate it if I could actually teach."

Lily watched James redden, and she bit back a smile. It was always fun to see him shut up. Stupid boy, always acting cocky and arrogant and better than everyone else. And always running his mouth.

A folded piece of paper appeared on her desk. It was folded neatly and titled with Lily's name.

You're thinking about James again, aren't you?

-Em

Lily glanced over and frowned before scribbling a hasty reply.

How did you know?

You always get a certain look on your face when you're annoyed at him. What is it this time?

He thinks he's so much better than everyone else. Did you hear him playing teacher's pet with McGonagall? Bloody disgusting.

If you say so.

Lily's frown deepened into a scowl, and she crumpled the paper in her hands. Emmeline shook her head and bent her head over her notes. Lily did the same.

She felt something catch in her hair and, pulling it out, realized that it was another piece of paper, smaller this time and with no writing on it. As she sat wondering, another hit the back of her head again. She craned her neck to the back of the room and noticed Sirius smirking idly at her. With a flick of his wand, a scrap of parchment flew through the air and connected with her face.

"Boys," she hissed, dramatically whirling around and trying to concentrate on the lesson.

(**************)

"Lily, wait!" Remus called after Transfiguration, stopping her furious march from the room.

She turned to him with an eyebrow raised. The only one of Potter's mates she could stand, it was only for him that she didn't hex Black and Potter to oblivion. Or to the hospital wing. "What, Remus?"

"I'm sorry about my friends. They're immature and childish and stupid."

"Thanks, that's very kind of you, but you don't have to apologize. They were the ones that were being annoying."

"If you say so," he muttered, looking down and a little bit pink. "Actually, I had something else to ask you. Um, well, you know the Hogsmeade trip this weekend?"

"Of course."
He shifted his weight, obviously embarrassed. "Well, I was wondering, erm, I was wondering if you'dliketogotoHogsmeadewithme." He glanced up hopefully, and Lily stared at him with a confused expression on her face.

"Sorry, what?"

"I was wondering if you'd like to go to Hogsmeade with me," he said, after a calming breath. It was her turn to blush, and she found that she couldn't look directly at him.

"Yeah, that sounds like fun. I'd love to."

"Really?"

"Really."

"Good."

"Good." And they both laughed at the awkwardness of it, but Remus had a pleased look on his face, and Lily was beaming. "I'll meet you in the Great Hall then, yeah?"

"Yeah." She scurried off after another smile. Emmeline caught up with her and nudged her shoulder.

"What happened?"

"Nothing."

"Don't give me that. You are as red as a tomato. What did Remus say?"

Lily ducked her head so she didn't have to look at her friend. Naturally, this only made Emmeline even more curious, and she began to pester the redhead until Lily gave up.

"All right, all right! Remus asked me to go to Hogsmeade with him."

"Did you say yes?"

"Of course. Why wouldn't I?"

"That is so sweet!" Emmeline exclaimed as they walked into Potions. "My itty-bitty Lily is growing up!"

"Shut it, you don't have to make such a big deal out of it."

"But—" She was cut off when Lily gave her a small wave and headed off to sit with Severus.

"Hey, Sev!" she said, plunking her books down on the table. "How are you?"

"Fine," he replied, giving her one of his rare smiles. "Except that I haven't seen you since last Potions."

"That's sad," she said, pulling a face, but brightening after a second. "What are we making in class today? Do you know?"

"I think we're making a Shrinking Solution. At least, that's what the next chapter in our book is."

"Excellent." Lily squinted at the board. "But when would that come in handy?"

"Transporting things, maybe." Severus shrugged. "You never know when you'll need a potion. It's always good to have some."

"I suppose."

"Today," Slughorn boomed, standing at the head of the class, "we are making a Shrinking Solution." Lily and Severus exchanged a smile. "This potion is very volatile. If you mix it wrong, it is toxic, so be careful everyone. Hop to it!"

"You gather ingredients, and I'll start heating the cauldron," Severus told her, and Lily nodded. She read over the list and hurried to the cupboard at the back of the room.

Remus was there for the same reason, and she stood next to him, not knowing what to say.

"Hey," she said finally, deciding that playing it cool was best.

"Hi." Apparently he had the same thought. They glanced at each other out of the corner of their eyes and looked away, blood rushing to their cheeks. Sirius, who was watching them, scowled.

"You two are disgusting," he told them sourly, deliberately knocking into Remus as he passed. "Bloody horrible."

Remus rolled his eyes and smiled apologetically at Lily. "Sorry, he's not tamed yet," he said, making sure Sirius could hear, and Sirius thumped the back of his head in response. Lily giggled and collected her ingredients.

"What were you talking with Lupin and Black about?" Severus asked suspiciously when she got back.

"Um, nothing."

"It didn't look like nothing."

"Does everyone have to know about every interaction I have? He asked me to go to Hogsmeade with him this weekend. That is all."

"Lily—"

"You're dicing those caterpillars, not slicing them," she warned, turning to the Shrivelfig."

"Lily—"

"I don't want to hear about how you don't like Remus because he's in Potter's gang, but I don't really care. I want to go and I will go," she snapped, sulking and peeling the fruit perhaps a little too thickly.

Severus cleared his throat. "I was actually going to tell you that, um, it's better if you shake that first. It will make it more effective. That's all."

"Oh." A pause, a little uncomfortable in nature, hung between the two. "Sorry about the outburst."

"Whatever." He pushed the caterpillars—correctly sliced—into the cauldron and heated it until it turned red. "Do you have to go with him?"

"Severus!"

"Well, do you?"

"I said yes, so yes."

"But he's…" he started but stopped at Lily's face. He knew that look. It meant danger, that a storm was on the horizon.

"What, Severus?"

"Nothing. I don't want to argue. Let's just make the Solution. Please."

She sighed and nodded. They bent their heads over the steaming cauldron and, within minutes, were perfectly fine with each other.

(**************)

Lily and Remus dated for a total of two weeks. It involved some hand holding, sitting together all the time, and one very awkward kiss.

"Remus, I don't think this is going to work," Lily said, blushing bright red.

Remus, also pink, rubbed the gloss mark off his cheek. "Yeah, I don't think so either," he admitted. "It's not that I don't like you, but you're more like a sister to me than…than a girlfriend." He cringed, hoping she wouldn't be offended.

On the contrary, she was relieved. "I was thinking the same thing. Friends?"

"Yeah. Friends." They shook hands, traces of blood still on their faces. They left the empty classroom and walked together back to the common room. Their hands dangled firmly at their sides, and Lily was happier than she had been in a fortnight.

Sirius looked up as they clambered in through the portrait hole. He cocked an eyebrow curiously at them as they sat on two separate chairs instead of the loveseat, as per usual.

"We broke up," Remus announced, answering his unspoken question.

"Did you dump her?" Sirius asked, smirking at Lily. She gave him a death glare and tossed her hair over her shoulder.

"No one was dumped. We made a decision to split," she said, and Sirius laughed.

James glanced away from the fire and ruffled his hair, a gleam in his eye. "Does this mean I can hex Snivellus now?"

"What!?" shouted Lily, straightening up and fuming.

Remus glared at him and shook his head. "Nice going, mate," he muttered. "And just when you two were starting to have a decent relationship as well."

James rumpled his hair again and shrugged. "I don't care. I miss cursing ol' Sev."

Lily stood, face matching hair and shaking with rage. She pointed her wand at a white James and muttered something under her breath. He flinched, expecting the worst, but nothing happened.

"Getting rusty, eh there, Evans?" he drawled cheekily, grinning at her.

She shot him another look and stalked out of the room.

"Do you think we should…" Remus started.

"Nah," she heard Sirius answer. James Potter's hair was now a brilliant shade of emerald green.

(**************)

"Ooh, I hate that boy. Absolutely hate him," she growled to Emmeline, who looked up sympathetically from her bed.

"James, right? I thought you were starting to like him. What did he do now?"

Lily waved her hand dismissively. "It's a long story. I—"

"Lily! Emmeline!" someone called from outside their dormitory. "Alice has news that will make you explode!" The ever-violent Cass. "Are you decent?" she cried, walking in with a grumpy-looking Alice in tow.

"You okay?"

"She woke me up from my nap," Alice grunted, frowning at everyone in the room. She did not like to be woken up.

"Only because you didn't tell them."

"You've told everyone else. Go ahead, say what you want."

"Guess who asked Alice to Slughorn's dinner Thursday night?" Cass asked, a delighted look on her face.

"You don't have to make such a big fuss about it."

"Oh, hush, or I'll be tempted to throw you to the Thestrals. Benjy Fenwick."

"What?" Emmeline and Lily said in chorus. Cass huffed at them, and Alice frowned from on the bed.

"Benjy Fenwick invited our dear Alice Greengrass to the dinner Sluggy's having on Thursday. Isn't it exciting?"

"Extremely. I couldn't be happier," Emmeline said dryly to the prostrate brunette. But it seemed Alice had fallen asleep again. Cass rolled her eyes.

"Honestly? Does she always have to sleep at important times?"

"I'm going to that party as well," Lily remembered, thankful for the reminder. Cass whipped her head around to beam at her.

"Oh, good. You and Remus can watch over Alice and slit Benjy's neck if needs be."

"Cass!" Emmeline said disapprovingly. "That's a little...excessive."

"Violence is always the answer." Cass tossed her hair over her shoulder and ignored Emmeline's muttering that it wasn't quite like that. "Will that interfere with your and Remus' plans?" she asked, drawing out the last word to make Lily cringe.

"Actually, I will be going on my own. Remus and I are no longer, erm, together romantically."

"What?" Alice cried, bolting up from her sleep and staring at Lily. "Are you okay? Do you need ice cream or cake? I can get you some chocolate."

Lily laughed. "No, I'm fine. Merlin, Cass, put the broomstick down! It was the right thing to do anyway. We're too much like family to date. It was…weird."

"Good, cuz I didn't find you two cute at all," Cass whispered, blushing and stammering when she was given a look. "I mean, you're cute and all, and he's cute...ish, but just not together. You know who you would be absolutely adorable with?" A mystified pause. "Sirius Black."

"You have got to be kidding me. Sirius Black? I can't even…" She gaped at Cass, opening and closing her mouth much like a fish. Emmeline and Cass exchanged amused glances.

"I think you broke Lily."

"I'm okay, I think. But Sirius Black?!" she said, shaking her head vigorously.

"Don't hate the player. Hate the game," Cass said, shrugging. Every girl in the dorm—even Alice—sat up and stared at her. "What?"

"I literally have no idea what you just said," Emmeline answered for all of them.

"It's a saying."

"I know that. What does it mean?"

"I don't know," Cass admitted. "I just thought it sounded right."

Alice groaned and flung a pillow in her general direction. Within minutes, pillows were flying everywhere and the odd feather floated around. The girls were all crazy with giggles, and they eventually collapsed, exhausted.

"I'm really going to go take that nap now," Alice said, hoisting herself up and dusting off. Cass followed.

"What's going on here?" Sade asked, coming into the room with a bemused expression. Emmeline and Lily took one look at each other and burst into another fit of laughter. Sade shook her head. "Never mind; I don't want to know."

(**************)

James slouched in his chair in the hospital wing and watched Remus miserably. "Moony, I hate seeing you like this," he said to his battered and bruised friend. Despite his injuries, Remus smiled at the use of his nickname.

"It's okay. It's normal."

"Ha!" Sirius snorted, pushing off of the wall and coming to sit next to James. "That's a joke."

"It's normal for me."

"I still don't like it." James frowned and leaned forward. "It looks so painful, and you have to go through it all alone."

"That is the worst part," admitted Moony, cringing as he shifted position. "Don't you even think about it, James Potter," he warned, seeing the gleam in his hazel eyes.

"You don't know what I'm thinking!"

"You're thinking that you don't want me to be alone. You were going to volunteer to come with me next month."

"Okay, maybe you do know what I'm thinking. Isn't it a great idea?"

"No, it's bloody horrible! I'm a werewolf, you can't just hang around like you're doing right now. I'm absolutely insane in the worst way possible during the full moon. You're not getting anywhere near me."

"Fine. I just hate seeing you like this. It makes me feel so … helpless."

"You don't have to come and see me here. I'm perfectly all right by myself," Remus said, simultaneously hating himself for it and wishing that James would take his advice.

James snorted, shaking his head. "What kind of mates would we be if we just left you here?"

"I don't think even Snivellus is capable of that cruelty," Sirius added, trying to make his friend smile. It worked, but barely. "Is there anything you need?"

"Chocolate's always good."

"Here." Sirius tossed a bar at Moony, the good Honeydukes stuff, and it was devoured rather quickly. "Are you sure we couldn't come down there and stay with you?"

"Absolutely," Remus said firmly. "I'm not aware of myself. I just… start to bite people. And it's not, it's not worth it. Ever."

"Oi!" James almost shouted, sitting straight up, a gleam in his eye. "A werewolf's bite is lethal to humans, right? It wouldn't hurt animals, would it?"

"No," Remus said, "I don't suppose it would. James' mouth stretched into a wide grin, and he whipped around to look at Sirius.

"Do you remember what we were learning about last week in Transfiguration?"

"Changing mice into goblets?"

"Before that." Sirius shook his head and James frowned. "Animagi. We were learning about Animagi, and McGonagall turned into a cat. Remember? I asked her all those questions…"

"Yeah."

"Vaguely. What's that got to do with Remus?"

"Werewolves only affect humans, right?" James was rewarded with two blanks stares from his best friends. Sirius turned to Remus sadly.

"Moony, I think our mate's lost it."

"Lost it completely," he agreed, nodding his head. James threw his hands up in the air and sighed.

"Just answer the question: werewolf bites only change humans, yes?"

"I believe so."

"Get it now?" Silence, and James ground his teeth. "If humans are the only ones affected by a bite, and animals aren't, we can just become animals. They take on animal characteristics and it wouldn't hurt humans."

Sirius and Remus both stared at him again. He could practically see the cogs in their heads turning as they mulled over this idea, this spark that James had fanned into a flame. Sirius' eyes grew big, and he started to smile.

"That's bloody brilliant, that is," he crowed, flinging an arm around James' neck. "That way we can still be with Moony here and not get hurt."

"Absolutely not. That's the second-most ridiculous idea I've heard all day. No, no, no."

"Why not? It's a win-win situation," Sirius argued.

"Did you not hear what McGonagall said about it? It's impossible, nearly, even for her—an adult witch. And there are horrible things that could happen if the spell went wrong; you could be stuck in a half-animal existence for life. Not to mention it's illegal…"

"Don't be a stick in the mud, Moony! We're trying to be good friends here," James chastised.

"And besides, when have we backed off from something because it was illegal? Honestly, you would think we haven't been friends for two years."

"It's perfect. Me, Sirius, and Peter will learn to be some sort of animal and stay with you. It will be the stuff of legends."

"Horror stories, more like it," Remus muttered, sure that they would either forget the idea in a fortnight's time or horribly mutilate themselves. "Where is Peter, by the way?"

"Detention," Sirius said, casually flicking the hair out of his face. "We dared him to go into the girls' bathroom, and he got caught. Bloody Moaning Myrtle."

(**************)

Severus frowned at Lily. "I still can't believe you held an actual conversation with James Potter and didn't shout at him."

"I know. I'm still in shock," Lily said, flashing him a smile that melted the frown off his face. "Granted, it was only two sentences, but…"

"I don't think he can form more than two coherent sentences," Severus said scornfully. "Him and his group of monkeys."

"Hey! I know Potter is annoying and silly, but Remus isn't, and Peter's not all that bad. By all means, insult Potter and Black all you want, but not the other two. "

"Black and Potter are gits, Pettigrew's clingy, and there's something off with Lupin. Did you ever find out anything?" Severus counted them off his fingers, and Lily rolled her eyes.

"No. He's perfectly normal and fine. Besides, I don't think Dumbledore would've let him in anyway."

"Maybe you're right," he allowed, sensing that Lily was getting really upset. "Has Petunia written you lately?"

"Why? You're never interested."

"No reason."

"Severus, I can tell when you're not telling the truth. You're lying right now. Why do you care if Petunia wrote me?"

"Because you always are more upset when you get a letter from her. And you've been acting quite sad lately, so I just was wondering…"

"No, she hasn't. She's decided that I'm too much of a freak to care."

"I'm sorry, Lily."

"No, it's fine. I'm okay with it." She was quiet for a moment, trying not to let Severus see that she was definitely not okay with her sister being estranged. "Speaking of family, how's yours? Does your dad write, ever?"

"No. But my mum sent me an owl the other day. Dad still hasn't gotten a job. He's yelling even more, I just know it. I could tell from her writing."

"Sev," she said, hurting for her best friend. She pulled him into her arms, giving him a long hug and trying to wipe the dejected look off his face. "Here I am, going off about silly nonsense like Petunia, and… I'm sorry. I wasn't thinking."

Severus shook his head and softly sniffed. Lily knew his father resented his mother and Severus for being magical. He had married her because he promised he would, when he thought that she was 'normal'. The result was a father that did not love his family. Lily's heart broke just thinking about it.

"I know what we need," she declared after a moment, rooting around in her bag. "It was in here a second ago… I just saw it… ah! Here they are!" She pulled out a slightly squished package of cauldron cakes. She tore off the wrapper and handed one to Severus. "Cake makes everything better."

Severus didn't say anything, but a smile adorned his lips. He picked at her scarf that was lying on the desk in front of them as he chewed. A red string came unraveled, and he picked it up.

"Oi! What are you ruining my scarf for?" Lily asked, waggling a finger at him. He hesitated for a moment and grabbed her hand, tying the string around her index finger. "What was that for?"

Severus shrugged. "I don't know. To make you feel better, I guess."

She stared at the little bow for a moment and glanced up at him. "Fine, then I'll tie one to you for the same reason," she said, pulling on a thread of his scarf. Soon there was a matching green bow on Severus' hand. She laid her hand next to his. "There. We match now."

"Best friends?" he asked, linking their bow-tied fingers together.

"Best friends. Always," she said with a twinkle in her eye. There was more silence between them, comfortable silence. They just enjoyed each other's company. They didn't need anything more.

A/N: I really liked the Remus/Lily in this chapter. They're such a sweet, awkward couple! Sweet little thirteen year olds…

Chapter 4 might take a while, considering that I haven't written it yet. Sorry in advance.

Props, as always, to my amazing beta Lissie. She puts up with a lot.