First of all I'd like to thank all those who read the story and reviewed! I really really appreciate it. I didn't expect such a response. THANKS! Also, yes I know its kinda different but the idea just formed in my mind one day and Lily seems just right as a cat lol. Ok, here's the 2nd chapter like I promised. ;)

Chapter 2

Cuddled up in James' arms as she was, it was a while when Lily noticed that they were not going in the direction of the common-room. In fact they had only climbed two floors and when they turned a corner she realized that they were heading to the Head boy and girl living quarters. In all the panic and events that had happened that day she had forgotten that James was the Head boy and that he liked to invite the Marauders over on most days.

Panicking, she started to scrabble, trying to get out of James' arms much to the bewilderment of the boys. James held on even tighter to her, speaking softly.

"What's wrong Lilykins?" he said, confused.

"Let me go" she huffed, although obviously James only heard "Meow, Meooow Meow!"

The group stopped walking a little away from the entrance to the Head boy's quarters.

"That cat is weird" said Sirius, lightly.

"Nonsense" replied James, trying to keep Lily in his hands with difficulty.

"It's as if she wants to go somewhere else." said Remus.

Lily looked at him and mewed. Remus looked at the others startled.

"Yep. Weird" said Sirius, again earning a glare from James, who suddenly let out a yelp of pain and dropped Lily to the ground.

Once free, Lily, landing on her feet, sprinted away down the corridor leaving a very puzzled group. James looked at his hand; the marks of her small teeth were still visible on his hand.

Lily, still amazed and a little guilty at what she had done, was climbing up a staircase. She had to find the common room. She couldn't stay a cat all her life. Silently thanking the gods that the school was fairly deserted, she arrived in front of the portrait of the Fat Lady, who looked down at the cat bemused.

"Hello little kitty. Did you get lost?" said the Fat Lady.

Lily was starting to get sick of all the sweet talk but now she yet again faced another problem. How was she going to get in the common room?

Half-heartedly she spoke out the password, Perseverance but it only elicited a giggle from the Fat Lady.

"Awww.. aren't you the cutest kitty ever!"

Frustrated Lily started scratching at the bottom of the portrait furiously.

"Let me in" she pleaded but the Fat Lady just chuckled and said "Now, now… you be careful… don't you go and ruin my painting!"

Lily hung her head. Being a cat was starting to suck and she was starting to lose hope of ever finding that first year student. Slowly, she walked back down the corridor, trying to think of what she could do now. She could stay and wait outside the common room until someone came by but that could take ages since there was practically no-one left in the castle. Also, she reasoned, it was close to curfew and most of the remaining students were already inside.

So much for being the Head Girl, she thought sarcastically. To make matters worse, she was starting to get hungry and she was tired of running around. As miserable as she was she did the only thing she thought was appropriate. She curled down in a corner and felt herself going to sleep. Later, she was dimly aware that someone had lifted her off the ground but she was too tired to recognize who it was.

She awoke some time later but didn't open her eyes, savoring the sensation. She seemed to be lying on something comfortable and warm and above all, she smelled food! Twitching her ears up, she opened her eyes and saw that she was lying on a cushion in front of a crackling fire in the Head Boy and Girl's common room. The Marauders were sitting on the sofa and the floor near her, eating their dinner and chatting. It was James who noticed she was awake.

"Oh look she's awake." he said reaching over and gripping her gently to place her on his lap. He scratched behind her ears and to her surprise she heard herself purring. Although a little embarrassed, his fingers had sent a wave of pleasure throughout her body. You mustn't let the animal take over you, she reminded herself sternly.

James laughed. "You like that right Lilykins?"

"Where's Lily anyways?" said Remus, looking around. "Haven't seen her yet, since we came here."

"Probably still in the library, drowning herself in books" said Sirius, snorting.

It happened so quickly that Lily couldn't stop herself. She outstretched her paw and scratched Sirius, who was sitting next to James, on his cheek. Sirius stood up quickly, clutching his cheek where now there was a thin red slash.

"What the hell is wrong with that cat!" cried Sirius, while the others tried hard not to laugh out loud. "She nearly took my eye out!"

Although Lily was somewhat angered by his comment (She had never really liked him anyways), she hadn't meant to do that. It must have been the cat in her. James on the other hand was looking at her strangely.

"You better go and get it checked by Madam Pomfrey" Remus was telling Sirius. Sirius nodded and got out of the common room still glaring at Lily.

Lily on the other hand was thinking what would happen if James found out that 'Lilykins' was in fact her. She cringed when she thought how he would react if he found out that she had let herself be hexed by Snape.

No, he mustn't know. She had to turn back to normal before they started to get suspicious.

However at that moment, her stomach rumbled loudly. Maybe tomorrow… she thought as she spotted Sirius's plate nearby.

Not able to contain herself any longer, she hurried over and started gulping down the contents, all thoughts of controlling the animal within forgotten.

"Whoa... someone's hungry" said James, amused.

"Sirius won't be too happy about that" said Remus, grinning mischievously.

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Poor Sirius lol Sorry if it's a little short… I'll write more next time. In the meantime, review pls! Tnks :)