A/N: Hi guys! Sorry for the wait, I don't know why but I kept thinking I'd already uploaded this but turns out I didn't. So hope you enjoy and I havent lost you guys.I was considering changing the pairing in this to James/Lily to try to bring in some more readers but I'm not sure if it'll really help. What do you guys think?

Thanks again to swimdiva87 for her impeccable grammar and sentence structure corrections but also for the praise :)

Friends in Trouble

Unfortunately for James, it was more of the same later that evening at Angie's party. Lily and Mary had been invited too, and though she was rolling her eyes, even Kelly Wood was taking part in the festivities. She stood with Mary, drinking some of the fruit punch Angie had acquired. Though Kelly was still something of a loner, Mary and Lily were very friendly and it had become impossible not to find her around them lately.

"Found a friend, Wood?" Sirius said as the Marauders stood beside them. Lily was talking to one of Angie's friends nearby, ignoring James altogether, though he ruffled his hair in her direction several times.

"Shut up, will you?" Kelly snapped. "You see why I avoid these things?" she said pointedly to Mary who giggled.

"Oh, he's harmless," she said, smiling at Sirius. Though it was not obvious, her cheeks were slightly pink as she spoke to him. Feeling no real animosity towards her, Sirius grinned.

"That's how much you know, MacDonald."

She laughed and Kelly pulled a face.

"Who's going to volunteer to find more treats for Angie's party?" A very short friend of hers announced to the room of first and second years.

"Where from?" Kelly said at once and then under her breath to Mary, "anything to avoid this lot."

"I don't know. Um Sirius, didn't you have some cakes when you had a party for your birthday?" the first year girl said, shyly.

"Yeah, but I don't give away Marauder secrets," he said slyly.

"Oh please!" Angie said, rushing over to James and looking at him with a pout. "For my birthday?"

James looked uncomfortable at the arm she'd wrapped awkwardly around his neck but glanced at Lily, who seemed to be watching.

"Well Sirius…maybe you could…"

Squealing, Angie kissed a surprised James on the cheek and the catcalls and squeals bolstered him in to giving her one back, wrapping his arm around her waist.

Sirius and Kelly had identical looks of disgust on their face, though the others seemed to be laughing and cheering.

"Promise to take me away from this and I'll never call you an idiot again," Kelly said to Sirius. He shrugged.

"Just don't tell my secrets." He then turned to the party and announced that they would go get the food as Angie suggested Spin the Bottle.

Both Sirius and Kelly sighed as they left the room.

"Spin the bloody bottle, ugh," he said, shoving his hands in his pockets as the two of them made their way through the halls to the Kitchens.

"Do you see why I'm a loner now?" Kelly said, rolling her eyes. He laughed.

"Surprisingly, yes".

After making Kelly promise to shut her eyes, Sirius tickled the pear and let them in to the kitchens where they acquired more food for the party, held in baskets that were heavy for them to lift.

"Do you want me to carry that?" Sirius asked as they left.

"I'm a Beater, I'm strong enough," Kelly said, blowing a strand of her dark purple hair off her face. Sirius rolled his eyes at her persistence as she stumbled along beside him, but did not offer to help again. He couldn't believe he was stuck with Loser Kelly while his friends were busy trying to have their first snog at a stupid first year party. Just as they turned a corner, a brightly coloured orange thing flew straight into Kelly's basket just as she shifted it from arm to arm. They stopped short and stared at the floor where a limp, orange bird lay squawking.

"Shit," Sirius said, staring at the bird he knew to be Dumbledore's.

And then the bird burst in to flames. Kelly screamed, seeing the ashes in front of her.

"Oh God…Oh God…" she said, repeatedly, her voice high pitched and afraid. "Oh Merlin, I've killed it. I'm a killer. Oh Merlin, oh shit."

Sirius, who was fighting not to laugh as he was well aware the bird was a Phoenix, turned to her to tease, but saw that the usually tough, closed off girl was pale with tears streaming down her distressed face. Having not really thought of Kelly as pretty since before she'd first spoken to him, Sirius was stunned that he was now uncomfortably aware that she was. And despite being immune to Liv's tears before they broke up, he found that his weakness for crying girls was still alive and well in his chest. He watched with mixed emotions as she began to cry harder, covering her face and kneeling beside the ashes.

"I'm a killer," she repeated.

He knelt beside her and awkwardly patted her on the back.

"Um…no you're not."

"How can you say that, you idiot?" she snapped, moving her hands, her face covered in tears.

"Um…you see, you haven't killed that bird at all," he tried to explain.

"Are you kidding me? They'll be calling me Kelly Killer now. Look! He's in ashes. ASHES!" she said, falling off her knees and landing on her behind with a large bump. She hugged her knees and began to shake.

"Well, its kind of what they do. It's a Phoenix," Sirius explained, touching her knee and fighting another smile.

"My Phoenix, in fact," came a deep voice. "I rather thought it would be a bad idea to send him on a journey today." Albus Dumbledore was looking down at them a smile on his face.

Kelly and Sirius looked up sharply to see the Headmaster stoop and examine the ashes.

"Would you like to see the rebirth?" he said to Kelly kindly. She stared at him through round, dark blue eyes and turned to the pile of ashes where a small bird was now forming and beginning to tweet weakly. Dumbledore scooped it up in his palm and showed it to Kelly who stared in amazement.

"Fawkes does tend to find extraordinary places to explode," the Headmaster said cheerfully.

"He's…he's okay?" Kelly asked him, wiping away her tears.

"Yes of course. I shall just have to use an owl to send my note to the Minister. Thank Merlin he chose to explode in front of you and not at the Ministry. I dare say I wouldn't have found him again!"

"He's okay," she repeated, grabbing Sirius' hand that was still on her knee.

"Yes, well hurry back to your common room, now. Do help the lady up, Mr. Black," Dumbledore said, standing and purposely ignoring their baskets laden with stolen goodies from the Kitchens. Sirius saluted him and helped a shaky Kelly to her feet, his hand still touching hers as they stood.

"Good evening!" Dumbledore said, smiling again and walking away, pausing to turn and speak to Kelly.

"By the way, Miss Wood, Too much credit goes to other players, but you played a fantastic game last week," he said before walking away. Sirius chuckled appreciatively, but Kelly was still stunned as the Headmaster turned out of view.

"Did he just compliment me?" she said to him.

Sirius nodded, feeling a little strange as their hands were still touching. "I think he did."

"Wow…but he's alive! The bird's alive!" she said, grabbing the hand again, squeezing. Sirius looked down at it.

"I believe so, Kelly Killer," he said, slowly looking back up at her and in to her dark blue eyes staring back. And then he moved forward to kiss her. Whether it was because he'd never noticed she was pretty or because she'd been crying a moment ago; or simply because he wanted a snog, he'd never know but he was annoyed to feel her push him away before he even got close enough to touch her face with his lips.

"What the hell do you think you're playing at?" she yelled at him, her eyes wide like saucers.

Sirius shrugged. "Seemed appropriate."

"You freak! Don't come near me again!" she warned, backing away, her face red with embarrassment.

"Wouldn't dream of it, Killer," he said breezily, suddenly wondering why he'd ever wanted to kiss her in the first place.

"You better not tell anyone about this," she snapped before running off down the corridor.

It seemed there had been a lot of actual kissing that night as Sirius soon found out. When Kelly didn't come back, Lily and Mary decided to go find her, but James had kissed Angie during Spin the bottle and Peter and Remus a friend of hers each. Nothing came of it, of course, to several of the first year girls' disappointment, but it did provide the Marauders with much pillow talk, that night.

"So Angie's not your girlfriend then, James?" Sirius said sleepily.

James laughed in to his pillow. "Yeah, right. How about the one you snogged Remus?"

Remus laughed too, from his bed. "She had worse breath than that Steph character who kissed you first year, Sirius."

"But Peter's was quite fit," James said.

"Yes, but she ran off afterward," Peter said disappointedly.

"Perhaps you had worse breath than all of them put together?" Sirius suggested, laughing as Peter threw his pillow at him.

"That Jenny though. The really short one, she wanted you Sirius," James said.

"Oh my aching heart," he joked in response. "I suppose I'll have to get my snogs elsewhere."

"Not from Dorcas Meadowes, that's for sure," Remus said, sleepily.

"Maybe not," Sirius said vaguely. Annoyingly, he was still thinking about Kelly and even worse, he wondered if she was thinking about him too.

"I've found another Potion," Sirius said on Monday morning as they settled in to the bustle of their Charms lesson on Monday.

Remus groaned but James looked up in interest.

"Really? What do I have to do this time? Suspend myself from the Astronomy Tower wearing nothing but my socks?"

Sirius chuckled. "No…but it's a bit more dangerous."

"Then should we really try it?" Peter asked nervously.

"Well, I don't think it'll be dangerous for Remus," Sirius said unsurely.

"Glad to hear you're certain," Remus replied, waving his wand at the bored garden gnome sitting in front of him. The tickling charm hit well and the gnome was in peals of laughter before Remus stopped the spell.

"Finally," he muttered, glancing at Lily who had proceeded to directing the tickling charm to specific parts of the body.

"The problem is, we need to get something from the Forbidden Forest," Sirius said.

"Well we've been in there twice for detentions, should I just get in trouble?" James said, poking the gnome with his wand and sighing as it simply squealed in annoyance.

"Can't be sure you won't be stuck cleaning bedpans," Sirius shook his head. "We'll need the cloak, and it'll be better to have all of us. I have a picture of the plant, but there are poisonous bugs that are meant to love it."

"Plants who play house to poisonous bugs in a potion I have to drink? I'd rather claw my eyes out!" Remus said, stiffly.

"Well you just might, if we don't find a cure, so shut up Remus," James joked, elbowing him lightly in the side.

"When should we go though?" Peter asked. "I have that Transfiguration essay to finish."

"Well it needs more than three weeks to make, so we should do it today. We still need to steal some boomslang skin from Slughorn," Sirius explained.

"No, hang on, I've got a detention with him tonight, shouldn't be too difficult," James said.

"Think how much trouble you all are getting in to! This is stupid," Remus protested. "I don't think you should do it."

"Well if James has a detention, and Remus is being a sour puss, then I guess it's just you and me, Pete," Sirius said looking at the boy who frowned.

"I have to finish that essay though! McGonagall said she'd give me a detention for a month if I didn't."

"Bloody hell, fine. I'll go by myself," Sirius said rolling his eyes.

"Good on you, mate," James said patting his back.

"Isn't there something else we can try?" Remus begged.

"I want to do this one," Sirius said stubbornly but then one of the legs on his stool gave way and he was on the floor in a heap. Kelly Wood had her wand out, looking down at him in confusion.

"Oops," she said, frowning.

"Now, now," Flitwick said as the Gryffindors and Ravenclaws laughed at Sirius who was wincing on the ground. The tiny Professor fixed the stool as James and Remus helped Sirius up. To cover his embarrassment, he laughed with them. Sirius Black was never made a fool of.

"Blimey Killer, that hurt," he said as he got up and grinned at the appreciative room. She scowled at him.

"Don't call me that."

"But Killer, aren't you going to apologize?"

She turned away stiffly and ignored him as he grinned to his triumph.

"That was friendly," James commented, surprised at Sirius' response.

"But why do you call her Killer?" Peter asked.

Sirius shrugged. "Cos she's a freak?" he lied.

As James was in his detention, stealing Boomslang skin from Slughorn and Peter was working on his late essay and Remus worried, Sirius was under the Invisibility cloak, slipping through the Hogwarts grounds in to the Forbidden Forest. He felt his heart pounding with adrenaline as he passed Hagrid's lighted hut. Sirius knew better than anyone it was reckless to go out in to the unknown Forest alone with only a few Second years aware of the fact. But he lived for outings like this one. Though he wasn't jealous of Remus' condition, since finding out, Sirius had fantasized about being able to roam the grounds undetected and have adventures ordinary Hogwarts students could only wonder about. He wished they knew how to turn in to animals like McGonagall, but the little she'd ever said about it was simply that is was very difficult, advanced magic. If only they were older so the Marauders could learn to become animals and stay with Remus during his transformations. Then they could have adventures instead of sitting in hidden alcoves brewing Potions. Sirius knew he was clever and enjoyed the fact, but he was astonished to see his swottiness about making Potions had propelled him to the top of the class along with Evans and Snivellus. He thought about all of this as he walked through the forest, checking the plants to make the Potion. Finally, he found it: covered in little red bugs that looked much more menacing than the pretty, purple flowers that sprouted from the branches. Using dragon hide gloves, he flicked the bugs off carefully and plucked five flowers from the branches and retrieving an extra one from the ground for good measure. Smiling to himself as he put them in to the pouch he carried, he hummed from under the Invisibility Cloak back to the Hogwarts grounds, not noticing any of frightening creatures that were watching him.

He opened the Main doors of the castle and loped through the halls without a worry, bolstered by his success and the ease in which he could pass by Prefects who couldn't see him under the Cloak. He had just ducked in to his secret alcove and put down the pouch beside the cauldron, covering it in the grey sheet that had seemed to deter anyone from moving their supplies in the last few weeks, when he heard voices in the corridor. His beautiful Prefect, Dorcas Meadowes was talking to the Head Girl in the corridor just outside the alcove. He watched her laugh a throaty chuckle and smile with her white, straight teeth waving, as the Head Girl left to patrol elsewhere. Any of his conflicting thoughts of Kelly Wood disappeared as he stared at her. She was a real woman, he thought as his eyes trailed down her neck to her chest that he was quite enamored. He grabbed the spare flower from the pouch and looked around the corner again, checking to see she was alone. Slipping the Invisibility cloak within the folds of his robes, he stepped out of the alcove and turned the corner, pretending to be surprised when he saw her, a practiced guilty look on his face.

"So we meet again," she said, looking at him, shaking her head. "What are you doing this time? Streaking through the halls today?"

Sirius laughed. "Not today." He twisted the purple flower behind his back, watching her put her hands on her hips.

"When will you learn?" She said, clicking her tongue.

"Probably never," he said, still smiling.

"Well, get out of here, will you? I don't like taking points."

"Found this. It's for you," he said boldly, stepping forward and holding out the flower.

She looked at it and turned her head to the side, a slightly embarrassed smile on her face.

"Where did you get that?" she asked, making no move to take it from him.

Sirius shrugged.

"You shouldn't be picking things like that. It could be poisonous."

"It's not."

"Look kid, just get back to your House," she said, laughing and walking away from him.

He wasn't deterred by the rejection. He knew she saw him as a kid, but he couldn't help but like her anyway. Shaking his head as he walked back to the common room, he wondered when he'd become so obsessed with girls.

But in the next few months, lessons, exams and birthdays took precedent and Sirius never found himself in trouble with Dorcas Meadowes again. Neither did he speak to Kelly much. James had won the Quidditch cup for Gryffindor the day before his birthday and Remus had spent his transforming. The boys had tried several different Potions, none of them succeeding in helping him through the difficult nights. But they didn't give up. Sirius worked tirelessly on the different Potions, while James got the required notes for the Restricted Section research and he and Peter did the ridiculous things involved in acquiring some of the ingredients. Their latest Potion was one Sirius had sort of invented. Remus had had one transformation that the Marauders considered a success. It was a calming draft that had mind strengthening properties and Remus had excitedly told them that he had kept his mind for the first few minutes of the transformation. Though it wasn't very long, they agreed that it was a way forward and so, Sirius had attempted to modify the same Potion that week, added some extra ingredients from other mildly successful Potions. The Marauders went to sleep satisfied, the night of Remus' transformation before their final exams. They were extremely tired, working twice as much as their classmates with this extra project on their hands but were excited to wake up and hear good news from their friend.

However, this was not at all the case.

They were roused from sleep at about dawn, well before they had intended to wake up by a very pale looking Minerva McGonagall.

"Wake up, wake up," she insisted shaking each of them firmly.

"Five minutes mum," James mumbled as Peter simply rolled over.

"Black!" McGonagall said in a strangled voice. "Get up, now!"

Sirius sleepily sat up and looked at the frantic Professor in her tartan dressing gown.

"Minnie…is that you?" he said, squinting at her in to the dim light.

"Black!" she reprimanded. "Help me wake up Potter and Pettigrew. Something terrible has happened."

Sirius sat chock still. "Is it Remus?"

She nodded, and returned to James' bedside as Sirius got up quickly and threw on his slippers and dressing gown. For good measure, he slipped his "Remus Experiment Potion Book" in to his pocket.

"Get up Peter you big lump!" he yelled, shaking his friend roughly. "Remus is in trouble!"

Peter jolted upright looking confused. "Wassgoinon?"

"GET UP!" Sirius yelled, making Peter scurry up and pull on his own dressing gown and slippers.

James was awake too, looking at the solemn McGonagall with wide, frightened eyes.

"What's happening?" he asked as she led the three of them from the dormitory and out of the tower.

"Mr. Lupin is very ill," she answered stiffly.

"Don't feed us that!" Sirius yelled. "We know what he is. What happened?" he demanded.

It was perhaps a mark of the seriousness of the situation that McGonagall did not reprimand his rudeness. She simply nodded.

"I assumed so. Come, we are going to see the Headmaster."

"But what about Remus?" James said, looking down the corridor they passed that led to the Hospital Wing.

"Madam Pomfrey is seeing to him right now."

"Cockroach Cluster," she said to the gargoyle guarding the Headmaster's office. While the Marauders had been in trouble several times and even had detentions doled out by Dumbledore, they had never been to his office. The fact that they were there now scared them more than ever. Just what had happened to their friend?

They sat in the three uncomfortable chairs in front of Dumbledore's desk looking around the room at the sleeping portraits and trinkets on his desk and warily watching as McGonagall lit the fireplace and stood beside the desk. A few moments later, the Headmaster himself strode in to the room and sat in his plush chair, looking at them seriously over his half moon spectacles.

"I have just been to see your friend, Mr. Lupin. He is in a very bad way. It is of absolute importance that you tell me every truth. There is no other way to help your friend."

"We know he's a werewolf," James blurted out immediately.

"As we had all guessed, Mr. Potter," Dumbledore said, looking at James sternly. His look made it quite clear that nothing else should be said, unless asked of them.

"Remus completed his transformation an hour ago and when Madam Pomfrey went to collect him, she found him barely conscious with thick, blue foam dripping from his mouth."

The three boys cringed but said nothing.

"Before he slipped in to unconscious, he mentioned a notebook that Mr. Black keeps about invented Potions you have tried to administrate to him each full moon." Dumbledore stared at each frightened boy carefully before he spoke again.

"We must know the extents of these Potions and exactly what you put in the most recent one."

He then leaned back slightly and folded his white hands together, waiting for them to speak. James and Sirius exchanged looks before James spoke.

"We wanted to help him, make him calm during the Full Moons so he wouldn't hurt himself. We've been looking up Potions in The Restricted Section since Christmas trying to find one that might work," he said. "And last month, we tried one that Remus said almost worked…so…"

"So, I tried to make it again but a little differently. Mostly made up stuff, bits and pieces from several different Potions," Sirius explained, taking over.

"I wrote everything down in his notebook," Peter added, pointing at Sirius who produced the book and opened it. With a shaking hand tracing the words, he read the list of the ingredients to a silent Dumbledore. As he spoke, Madam Pomfrey entered the room, looking tired as she wiped sweat from her brow. She exchanged silent looks with Dumbledore and McGonagall and stood beside the boys who were now quiet and looking at the floor. Dumbledore gestured for the book and Sirius slid it across the table, watching, as the Professors looked it over, muttering to each other. McGonagall handed the book to Madam Pomfrey who shook her head angrily before leaving the room in the same hurry she arrived. After some tense seconds, Sirius spoke, not able to bear the silence anymore.

"I'm good at Potions!" he insisted. "Top of the year, save two."

"As we are well aware, Mr. Black," Dumbledore bowed indulgently.

"I checked it. I made sure it wasn't poison. I had a bezoar when we gave it to him. I checked everything," he said crossing his arms obstinately.

"We just wanted to help," James said, putting his head in his hands tiredly.

Peter gave a whimper of agreement.

"Still, this is a very serious matter! Unapproved potions administered to a student! Remus could have died," McGonagall said in a strangled voice.

"You think we don't know that?" Sirius shot back angrily.

"Sirius," Dumbledore said calmly. "Hold your temper if you please."

Sirius grunted and leaned back in his chair angrily.

"Remus will be fine now that we know the cause of his illness. It is admirable that you wanted to help your friend. I must commend you on this."

"Admirable but very stupid," McGonagall agreed.

Dumbledore held up a hand and looked at the worried boys. "You are not in serious trouble boys but I will have to ensure you do not have access to the Restricted Section for quite some time and I must ask you, though I am sure you already know, not to tell anyone of Remus' condition. His life is difficult enough without having to deal with scorn from others."

"We would never!" James said looking up sharply. The others harrumphed in agreement.

"How can you even say that?" Sirius muttered, earning a light kick from James.

Dumbledore smiled. "As I knew, again. Now, you might as well go visit your friend before you all must get ready for your exams today."

"Remus is doing his too?"

Dumbledore nodded. "He has asked not to be treated differently and I respect his wish."

The boys nodded too as they were excused and headed to the Hospital Wing to see Remus. He was awake, pale but fine now that he'd been seen to. They breathed sighs of relief as a tight-lipped Madam Pomfrey left them to it.

"No more potions," Remus croaked with a laugh.

"Well then we do it the other way," James said immediately.

"What are you talking about? We've all almost died trying to help my transformations with these invented potions," Remus said weakly.

"No, no more potions. We're turning in to animals," James said decisively.

"Excellent!" Sirius agreed.

"Really?" Peter said.

"You're mad!" Remus yelled.

James shook his head. "After exams…over the summer, we're going to start learning to be Animagi."

A/N: And ta-da! The end of Second Year. Hope you enjoyed. I have to get myself in to gear so I can continue to update speedily. Please, please review! Thanks