Here we go, sorry this took so long. I've been kind of busy and the plot bunnies won't leave me alone. In case you haven't noticed, sentences in italic script are Lily's thoughts. Enjoy!

…

Lily sped unseen across the castle, swiftly dodging chattering students. Being invisible was harder then she had thought, especially when the corridors were packed. Break was almost over, and many of the other students were also hurrying through the corridors, trying to get to class on time. Lily twisted and squeezed her way through packs of first years clutching their homework, and elbowed her way past burly seventh years that staggered back in alarm, staring at the empty air that had just dug something sharp into their ribs. When she finally reached the hall outside the hospital wing, panting heavily (but as quietly as possible), she spotted Potter, Black, and Peter Pettigrew, coming from the opposite end of the corridor. They must have a free period now; otherwise Madam Pomfrey would never let them in. The bell clanged through the castle, reverberating within the stone around her, and she cringed. She didn't have a free period; she should be in ancient runes right now. But she had to know what these boys were up to. They had been armed with an invisibility cloak, what sinister things could they have been be planning to use it for?

As James and his friends quietly entered the hospital wing, Lily snuck up behind them, catching the door with her foot just in time. She slipped in just as Sirius looked back and frowned at the door. He closed it very forcefully as Madam Pomfrey came around a set of curtains at the other end of the ward.

"Ah, yes, yes, you may come and see him now," she shakily, gesturing to the curtains which were drawn around what looked to be the only occupied bed, "but only twenty minuets today, he needs his rest."

As Madam Pomfrey turned and hurried into her office, Lily thought she saw her lip quivering. What's up with her?

Lily tiptoed down the quiet ward to the set of curtains the boys were just rounding. The bed behind them came into view, and she stifled a gasp.

Remus Lupin lay in the bed, propped up by many pillows. His face was tinged with gray, broken only by the red rings around his many cuts and gashes. Both his arms lay on the coverlet, thickly bandaged in many places. It took Lily a moment to see that he wasn't wearing a shirt, only many bandages on his torso. He smiled when he caught sight of his friends, his bloodshot eyes lighting up. Lily wondered how anyone in that condition could bear to smile.

"Anything festering yet, Moony?" said Sirius as he plopped down into the chair beside the bed.

Remus rolled his eyes, "Only the ones from you, Padfoot." His voice sounded weak, and thin.

Sirius smirked, but looked a little concerned, "We didn't get you that many times, did we?"

"No, not really. The worst of it was this," he held up his left forearm, "and I think it was you, Prongs. Antlers cut deep."

Lily's mouth was open under the cloak. What are they talking about? Get him? Surely they couldn't have inflicted all those wounds? What was that about antlers cutin- but Remus was speaking again, and Lily's thoughts halted as she tried to catch every detail.

"Why didn't you drop in yesterday?" Remus was saying, and Lily heard the slightly hurt tone of his voice.

"We tried to, mate," James explained apologetically, seating himself at the end of Remus' bed, "but McGonagall wouldn't let us skive off transfiguration, and you were sleeping when we got out of potions."

"Then Prongs had quiddich practice," Sirius went on, "and we were going to try for that night, but then Evans caught us out after hours."

"What?" Remus struggled to sit up straighter in his bed, "You three tried to visit me after hours?"

"No, it was just Sirius and I," James said as Sirius nodded.

"Well, why didn't you use the cloak then?" Remus looked thoroughly exasperated.

"We did, well…" James paused, "…we had just taken it off."

"Why'd you take it off? Why didn't you keep it on till you had gotten into the hospital wing?" Remus asked, apparently desperate to find the reason his friends had been so stupid.

"Well…" Sirius glanced at James, who gave him a warning look, "we…we weren't only going to see you. You see we were…we were going to drop down to Honeydukes-"

Lily's eyes widened. Honeydukes!!! Those two had been heading to the village when she caught them? How dare they leave the school grounds!

Remus frowned at his friends, "How could you be so-"

"Spare us the lecture, mother, we've heard it a thousand times," cut in Sirius, but Remus wouldn't be stopped so easily. He continued to frown at his friends.

"Still, it doesn't seem to have sunk in, does it? You two still risk expulsion just for a bag of sweets and a couple of dungbombs. Honestly, I'm surprised you aren't packing your bags right now. How many house points did you loose this time?"

"None," said James.

"What?" croaked Remus, raising his eyebrows, "how in Merlin's name did you manage-"?

"If you'd shut up we could tell you," said Sirius dryly. Remus frowned further, but stopped talking.

"Well," Sirius began, "Prongs and I were about to go through the one-eyed witch passage, when Evans came marching down the hall. When we wouldn't tell her what we were doing, she goes all 'I'm a freakin prefect' and pulls her wand on us! Then she slapped Prongs and spit on him, and confiscated all our stuff!"

Silence followed Sirius' retelling of the events, and Lily had to bite her tongue to stop herself from setting the record straight. That is not what happened!

"That doesn't sound like Lily," said Remus finally.

Sirius snorted, "Well, I've always known she was really a psycho. Maybe she's finally crac- Prongs?" for Sirius had just glanced at James, only to find him staring fixedly at the floor, his face screwed up.

Remus glanced at James, before addressing Sirius in his weak, gravelly voice. "What did she get? You didn't give her the clo-" he halted at the grim look on Sirius' face.

"The map too?" Remus asked, and Sirius nodded. Remus sighed and frowned at the ceiling, "Well, I think if I talk to her I might be able to-"

"No." said James, still staring at the floor.

"What?" Remus looked at James, confused. Sirius rolled his eyes.

"He was like this before lunch, something or other about 'We've got no chance, give it up, all is lost-'"

"Will you shut up Pads!" James growled at the floor. Sirius opened his mouth angrily, but Remus shot him a warning look.

"James," said Remus carefully, "What did she-"

"I don't want to talk about it!"

Remus sighed, leaning back against his pillows. No one spoke for a while.

"Do you-" began Peter, "do you think she knows what the stuff is?"

"Not the map, no one can recognize that!" said Sirius proudly, "She probable thinks it's just a worthless piece of parch…" he trailed off, paling. Lily smirked under the cloak. He's worried I might have thrown it out or something.

"But…the cloak?" Peter was biting his lip.

"She'll have figured that out," came James' muffled voice. He had his face in his hands. "She's smart enough to recognize it, I'm surprised she didn't cart us off to McGonagall as soon as we handed it over."

Lily turned red. Well, she had recognized it…eventually.

"You know, that's what's bothering me," said Remus, his injured brow furrowed, "why didn't Lily bring you to McGonagall? Even if she didn't realize you had an invisibility cloak, you should have been taken to your head of house for being out after hours. Why would she just take your stuff and let you go? But you said she slapped you James? This just doesn't sound like her. Lily can get angry, but…she doesn't usually get violent. Even with you, James, it's only if something's really wrong…"

He trailed off in thought, and Lily went even redder, her insides shriveling up with shame.

"Well, like I said, she's a psycho," said Sirius dismissively, "I honestly don't know what you see in her Prongs."

James looked up at Sirius and smiled grimly, "Neither do I, Padfoot."

The bell rang sharply through the castle.

"You guys better go or you'll be late," said Remus briskly, "Madam Pomfrey says she might let me sleep in the dormitory tonight, as long as I come back here for fresh bandages in the morning."

"Blimey, how'd you get away with that?" Sirius asked, as he and the two others gathered up their bags.

Remus smiled and shrugged with difficulty, "She just says I deserve to be able to go back to normality."

"That's not fair!" Sirius grumbled, "The only thing she says I deserve is a good smack upside the head, and I'm better looking then you!"

Remus laughed as his friends waved and left the hospital wing, Lily slipping quietly out behind them. The three boys turned right and walked away down the hall, and Sirius' annoyed voice carried back to Lily.

"Honestly, the next time he starts lecturing us abut dropping down to Hogsmeade…"

"Maybe he's right though," Lily heard James say glumly, "are sweets and jokes really worth expulsion?"

"Oh, come on Prongs," Sirius sounded exasperated, "why wouldn't you let me tell him the real reason we were going down there? He wouldn't have been complaining if we had gotten him that chocolate. Look what happens when we don't get him any! He turns into a bloody Professor," and the three boys vanished around the end of the corridor.

Lily glanced around the hall. It was empty, but she could hear footsteps echoing down near corridors. She whipped off the cloak and stuffed it in her pocket, just before the footsteps to her left materialized into Megan and Kathy.

"Where have you been?!" shouted Megan as they ran towards her.

"Um," Lily thought quickly, "I…had to go to the hospital wing. Uh, headache."

…

Late that evening, Lily sat alone in the shadows of the common room, watching the other students slowly filter up to their dormitories. Potter, Black and Peter had already gone up; Remus hadn't returned from the hospital wing. Lily glanced down at her bag, where Potter's invisibility cloak now resided. She didn't know why she had the cloak with her; after she had retrieved her bag from Gryffindor tower, she had hidden the cloak inside it and kept it there all day. Somehow, she felt she needed it with her. It was the only clear explanation of Potter and his friends that she had.

Sifting through the things she had heard earlier that day was like replaying some sort of cryptic coded message that contained important secrets she needed, if only she could riddle them out. What had Remus meant when he said, 'Only the ones from you, Padfoot'? Sirius had said something about 'getting him', but how could they have inflicted those kind of wounds on their friend without getting in trouble? Why on earth would they do that to Remus, and why would he still be friendly with them if they had? And what was that they had said about antlers?

Lily sighed and pushed those things to another corner of her mind, I'll figure that out later. Now, what was that about going to Honeydukes? They're leaving school, that much is clear, but how are they doing it? They said something about a passage… Lily shook herself. It didn't matter how they were getting out of school, only that she knew they were doing it. She needed to focus on how to prove it. Well, claiming I heard them talking about it won't work, so I'll put that aside for now…

Her thoughts settled on what Remus had said, and she cringed, 'That doesn't sound like Lily...' She liked Remus, respected him deeply. His opinion mattered to her, and his disapproval made her heart sting with shame. Still, she couldn't admit she had acted wrongly. So what if Remus thinks I'm not acting like myself? What does he know? He wasn't there, he didn't hear the stuff Potter and Black said about me. They were the ones crossing lines. Even so, a small voice in the back of her head continued to say, but still…

She buried her face in her hands, feeling like Potter, who had made the same gesture in the hospital wing. What had been wrong with him? Both times she had heard him talking to his friends that day, he had seemed…off. He had been short with Sirius, saying that they had no chance getting their stuff back, then he had been really upset when they had all spoken about the night before, and…what had he said to Sirius?

Sirius said he didn't know what James saw in me, and James said 'Neither do I…' Lily fidgeted in her seat at the thought of the look on James' face when he had said that. She didn't like thinking about it. Something there…scared her.

The portrait hole opened suddenly and Lily jumped, sinking farther into the shadows. Remus Lupin, still heavily bandaged, climbed into the now empty common room. He walked stiffly, and his stinted legs barely got him over the lip of the portrait hole. He headed straight to the boys staircase, not noticing Lily, and began to make his way laboriously up to his dorm.

Lily's mind began racing. Should I? No, it's not allowed. But I need to know what all these secrets are. And girls can get in. If I follow him in, I can leave when they're all asleep, no one would know… and she silently opened her bag and pulled out the cloak, donning it before her mind had the chance to ask, but why?

Tip-toeing swiftly across the common room, Lily began to slink quietly up the boy's staircase. Remus was already halfway up, but she took her time, selecting her footing carefully and silently. It didn't take long for her to catch up with him though, the injured young man was having a lot of trouble getting his legs bend into the proper stair-climbing shape. Lily's heart ached with pity as she watched him struggling to get his toes high enough to clear the stair. Oh, if only I could reach out and help him…

When they finally reach the sixth year boys dormitory, Lily's heartbeat quickened. Remus took the door handle and let himself in. As he staggered through the door, Lily passed in swiftly, pressing herself against the wall.

The dormitory was dark except for the waning moonlight passing though a far window. It's glow illuminated hulking forms from behind, mounds with deep hollows for eyes, their forms twisted and sinister, leering at Lily out of the dark. Despite herself she nearly whimpered in the shadows.

"It's just the dark, it's just the dark that's doing it…" she tried to sooth herself, but she still cowered against the wall. Her heart was racing by the time Remus finally flicked on the bathroom light, and she nearly fell over with relief. Enraged monsters suddenly became heaps of books and pranking supplies, with candy wrappers glinting for eyes. The strange creeping form in the corner transformed into someone's ripped curtains caught on the bathroom doorframe, and a snarling beast with a great pluming crest morphed into a pile of clothes on a chair, toped with a solitary Gryffindor tie. Lily calmed her still pounding heart as she shrank further into the wall, trying to meld into the mess.

A voice came out of the shadows near Lily, and she jumped.

"Oh, hey, Remus."

James Potter was standing very near Lily, so near that she had to hold her breath to shrink away from him. He looked somehow worn, though not nearly as worn as Remus, who had also started at the sound of James' voice.

"Merlin, James," Remus smiled, clutching his own chest, "next time try not to jump out at me in the dark. I thought everyone was asleep."

"Sirius and Peter are," something was very wrong with this James. His eyes looked strange, and his voice sounded choked, "I…I couldn't sleep."

Remus' smile faltered. "Oh? Well, I'm exhausted. You really should try to sleep, you look ill. Are you feeling okay?"

" 'm fine," James muttered, shrugging.

Remus looked at him for a moment longer, frowning slightly, then entered the bathroom. In the faint light that emanated from the crack of the door, Lily saw James sit on his bed, and stare hard at the far wall for several minuets. Slowly, his face began to contort; till his features resembled the monsters she had seen when she entered the dorm. His eyes were screwed up and watering, and his mouth twitched in a snarl.

He looks, thought Lily, like he's in…pain.

Suddenly James rose to his feet, seized a lone shoe lying by his bed, and threw it viciously at the wall. It gave a soft 'thud' as it hit the stone, inches from Lily right arm, but she didn't flinch away. She simply watched, open mouthed, as James flung himself back onto his bed. He seized his face and griped it hard as his shoulders started to shake. Lily heard a sound halfway between a sob and a strangled cry.

Lily stood back against the wall, uncomfortably horrified yet transfixed. This wasn't the James she knew, what was wrong with him? What had done this to him? Yes, it was true that everyone got angry and threw fits from time to time, but this was James Potter. He was arrogant and vain and a show-off, but he wasn't supposed to get mad. She was the one with the temper; he wasn't even supposed to have one. What could make him brake down like this?

Remus returned from the bathroom, and looked slightly startled (but not very surprised) to find James lying on his bed, dissolving into harsh sobs. He crossed over the room, sat down next to James, and waited. After a while James pulled his sleeve hard over his face and glared up at his canopy. Remus reached out and put a hand on his shoulder. For a long time they just sat there, brother comforting brother.

Funny thought Lily, the one who looks most hurt is the one doing the comforting.

"Why, Moony?" James' broken voice ended the silence, "Why does she do this? Why does she hate me?"

Remus sighed, "I don't know James. Maybe she just can't see- "

"No, no," James sounded so odd. His voice, normally so smooth and confident, was quavering, becoming very low, then jumping to a high pitch, "it's not her, it's me. There's something wrong with me. She thinks I'm disgusting. I'm pathetic. I'm horrible. I hate myself."

Remus just looked at him, pain in his eyes. Finally he said, "I don't hate you, James. But I think you should stop teasing the life out of her. I don't think many girls like that."

James bit his lip and nodded blearily.

"Lily needs time James, and so do you. But for now, you just need to go to sleep."

Remus stood up and got into his own bed. James didn't even bother to get under his covers, just stared at his hangings until his eyes drooped shut. As his breathing slowly eased, Lily watched as the hopelessness in his face gave way to the peace of sleep.

…

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