***Note: This chapter contains actual dialogue word for word from 'Snape's Worst Memory' in Order of the Phoenix. Obviously, I do not claim to have come up with any of that on my own, and have simply taken some creative license with it. Anything recognizable comes from the work of J.K. Rowling.

FOR WARNINGS AND DISCLAIMER, SEE FIRST CHAPTER AN.


The OWLS were all the worst parts of an exam and then some. The Great Hall had been converted into an examination hall just for the occasion, with individual desks enough to seat the entirety of the 5th year students separately from each other. It was amazing, really, how huge the room was when it wasn't taken up with the long dining tables.

Even after studying hard for days beforehand, Remus still found the tests difficult, although there were a few questions he happened to get right thanks to his experiences in pranking, map-making, and Animagus transformation. He could only imagine how his friends were doing, though, when James and Sirius hardly bothered to study at all and Peter had possibly overstudied. Thankfully today's exam was Defense Against the Dark Arts, and for the Marauders that seemed to be a unanimously strong subject.

While trying to think of an answer, Remus happened to catch Sirius's eye. The other boy grinned and winked, making Remus flush. The werewolf was quick to return to his work, but had a small smile.

Sirius grinned smugly, enjoying the reaction he got from his boyfriend. His gaze swept lazily across the room and fell on Severus, who was looking in his direction, as if purposely waiting for the other dark-haired boy to look his way. The Slytherin sneered at him in disgust as soon as their eyes met. Sirius's smile was immediately erased, and he strongly considered biting his thumb at Severus, but Professor Flitwick happened to pass between their rows at that moment, so he went back to his test.

Flitwick eventually called the five minute warning, though Sirius was already finished with his exam at that point. He leaned back in his chair, balancing on two legs. At the same moment, James turned around from where he was sitting a few desks ahead, and gave Sirius a thumbs up. The other pureblood beamed back at him, and then tilted his head towards Severus. James understood without any further explanation. They'd get him later.

"Quills down, please!" Flitwick said after time was up. "That means you too, Stebbins! Please remain seated while I collect your parchment! Accio!" The tiny professor was suddenly bombarded with scrolls from the entirety of fifth year. Sirius let his chair fall back onto its four legs, eager to get out of his seat. After Flitwick was helped back to his feet by a few students, he said, "Thank you…Thank you. Very well, everybody, you're free to go!"

As if floodgates had been opened, the fifth year population crowded the doors to the Great Hall, most of them heading out onto the grounds. It was a beautifully sunny May day, and it was also many students' last opportunity to speak with their friends before the break. Sirius made his way up to James and they nodded to each other as their eyes made silent plans for just how they were going to pester Severus this time around. Said hooked-nosed boy was trying to make a hasty exit.

Remus joined the pair of purebloods, followed by Peter, and when the four were reunited, they made their way out together.

"Did you like question ten, Moony?" Sirius asked teasingly.

"Loved it," Remus replied. "Give five signs that identify the werewolf. Excellent question."

"You think you managed to get all the signs?" James asked, feigning concern.

Remus's expression was stoic. "I think I did. One: he's sitting on my chair. Two: he's wearing my clothes. Three: his name's Remus Lupin…" James and Sirius snickered, but Peter stayed silent, looking legitimately anxious over the question.

"I got the snout shape, the pupils of the eyes, and the tufted tail, but I couldn't think what else-"

"How thick are you, Wormtail?" James asked. "You run round with a werewolf once a month-"

Remus's eyes nearly popped out of his head. "Keep your voice down!" He thumped the other boy on the nose.

James bit his lip, and rubbed the injured spot. "Sorry, Moony."

The group continued down the grounds towards the lake. "Well, I thought that paper was a piece of cake," Sirius boasted. "I'll be surprised if I don't get Outstanding on it at least."

"Me too," James agreed. He started fishing around in his pocket, and pulled out a Snitch. The wings flapped around where they extended from either side of the golden ball, trying to escape his grasp.

"Where'd you get that?" Remus asked.

"Nicked it," James replied easily. He finally released the little ball and it fluttered away about a foot before he snatched it up again. Peter seemed to be cheered up by the display, watching in awe.

Sirius raised a brow. "That didn't come from my Quidditch set, did it?"

James shrugged. "Maybe it did. Maybe it didn't."

"You thief!" Sirius tried to grab it from James who laughed and ran further down the lawn with it. Remus rolled his eyes and followed with Peter.

The boys made it to the tree near the lake where they sat down together in the shade. Sirius decided to let James play with his Snitch for the time being, occupying himself with people watching as a front for the many times he glanced at Remus. He couldn't help but enjoy the slight furrow in his brow while he read, but he knew that if he was caught staring it would be strange.

James busied himself with catching and releasing the Snitch, making Peter applaud whenever he made a particularly tough catch. A few of the girls near the edge of the lake were peeking at him now and again, Lily hiding within the group. He made sure to flash them charming smiles and ran his hands through his hair to mess it up further. He let the Snitch go once more and caught it as it just barely made it past his reach, and Peter cheered.

"Put that away, will you, before Wormtail wets himself in excitement," Sirius said with friendly teasing. Peter still blushed in embarrassment.

"If it bothers you." James stuffed the Snitch back in his pocket where it struggled before settling in with its wings wrapping around the center body.

Sirius sighed and leaned back against the tree. "I'm bored," he complained. He gave Remus a sidelong glance. "Wish it was the full moon." It was the only time of the month where he could be more openly affectionate with Remus without suspicion. Before the moon and after, he was like a doting mother, and during the transformation, Padfoot and Moony were always playing and licking each other.

"You might," Remus said darkly, making Sirius feel a pang of guilt. "We've still got Transfiguration. If you're bored you could test me." He held out the book to Sirius but the other boy made a face.

"I don't need to look at that rubbish. I know it all," Sirius said confidently.

"This'll liven you up, Padfoot," James said, nudging him in the ribs. "Look who it is," he whispered. Sirius turned in the direction James was looking and he grinned.

"Excellent. Snivellus."

Severus was just standing up from where he'd been lingering by the bushes. He started to make his way back to the castle, but didn't have a chance to go too far before James and Sirius were in his path. Remus closed his eyes briefly, taking a deep breath of annoyance. Lately he'd been less and less interested in stopping Sirius and James from bullying Severus, but there was a nagging guilt inside of him for not doing anything about it. Peter didn't join the purebloods, just watching from afar.

"All right, Snivellus?" James called out loudly, garnering the attention of everyone in the vicinity.

Severus reacted quickly, dropping his books with no regard so that he could reach for his wand. Before he could even point it at James, the bespectacled boy had hit him with a Disarming Charm. Severus's wand flew high into the air before landing behind him in the grass, leaving him defenseless. James's eyes flicked to Sirius, as if to say 'your turn'.

Severus tried to scramble for his wand, but Sirius was faster. "Impedimenta!" he cast, a new spell he'd been waiting to use for a while. Severus was knocked to the ground.

James and Sirius moved in closer, wands still out. "How'd the exam go, Snivelly?"

"I was watching him. His nose was touching the parchment," Sirius said, elbowing James in the ribs. "There'll be great grease marks all over it. They won't be able to read a word."

Some of the bystanders had gathered closer as well, and laughed at the comment. Remus's hands clenched around his book, which he was no longer reading, but simply hiding behind. Part of him felt like it was wrong to sit by, the other part felt like the Slytherin deserved the punishment. Severus wasn't looking for help anyway, only concerned at this point with trying to get up and get away, but he couldn't with the jinx that Sirius had used. It was as if he was tied to the ground at his wrists and ankles.

"You…wait," Severus snarled as he tried his hardest to get up. "You…wait!"

"Wait for what?" Sirius said with mock sympathy. "What are you going to do, Snivelly, wipe your nose on us?"

"Disgusting blood traitors!" Severus snapped, the effort of trying to fight the curse making him sweat, adding to the overall shine on his skin. Sirius felt his grip tighten on his wand. "You loathsome sods will regret ever toying with me!"

James could see that the dig had bothered Sirius. "Wash your mouth out. Scourgify!" Pink bubbles suddenly streamed out of Severus's still-open mouth, making him look like a rabid dog. He started choking and gagging on the soap.

"Leave him ALONE!" a new voice suddenly joined the fray. Everyone's heads whipped around to see that Lily had finally broken away from the girls near the lake's edge, having had enough of the torture of her friend. Even if she wasn't pleased with him for the things he'd been saying, she couldn't stand the bullying. James and Sirius were being particularly harsh today.

James immediately perked up. "Alright, Evans?" he asked.

"Leave him alone," Lily repeated, frowning at her fellow Gryffindor. "What's he done to you?"

"Well…" James pursed his lips, seeing that Lily was not finding the entertainment to her liking. "It's more the fact that he exists if you know what I mean…"

The only people in the crowd who weren't laughing at this point were Remus and Lily, the former glad that someone else had stepped in, but still tense from the situation. "You think you're funny," the red-head said with her hands on her hips. "But you're just an arrogant, bullying toerag, Potter. Leave him alone."

"I will if you go out with me, Evans," James quickly tried to bargain. Sirius blinked at him in surprise. This was the first time in a while that James had tried to win Lily over since he'd sworn to look elsewhere for love. "Go on…Go out with me and I'll never lay a wand on old Snivelly again." There was a soft 'ooo' from the audience, but even James knew that this moment was probably the worst he could choose to ask Lily out.

"I wouldn't go out with you if it was a choice between you and the giant squid," Lily said coldly. James visibly deflated.

"Bad luck, Prongs," Sirius teased. It was then that he noticed that Severus had managed to get up. He had his wand aimed at James's face, and the other boy was so distracted by Lily that he didn't even notice. "Oi!"

"Sectumsempra!" Severus shouted, and with a flash of light, James felt the sting of a cut on his cheek. Blood started to trickle from the slice, which, coupled with the sting of rejection, ignited a fury in the messy-haired boy.

"Levicorpus!" Severus was instantly lifted off the ground, and James twisted his wrist so that he turned upside-down. His robes hung over his head, and revealed that underneath, he wasn't wearing any trousers; just a pair of greying underpants.

The crowd exploded with laughter, save again for Remus and Lily. Remus's grip on his book was becoming so tight that the hard cover was distorting. This was getting to be the same level of humiliation that Remus had expected to endure if Severus had succeeded in revealing his secret, and he couldn't help pitying him. Please let Lily talk sense into them.

"Let him down!" Lily cried out.

James grinned maliciously. "Certainly." He let his wand flick up, breaking the spell and allowing Severus to free fall. But though he was injured and embarrassed, the Slytherin was enraged enough to propel himself towards his still-abandoned wand. He managed to grab it and stood, aiming fast.

"Petrificus Totalus!" Sirius quickly said, and Severus's arms and legs snapped into place, making him fall like a stiff board.

"LEAVE HIM ALONE!" Lily shouted once again, this time adding her wand to the mix. James and Sirius were taken aback, losing some of their bluster.

"Ah, Evans, don't make me hex you," James said, though he knew that he didn't have the guts to do it.

"Take the curse off him then!" she demanded.

There was a short standoff between them, but after a moment, James relented. Lily was likely to be even more of a threat than usual when she was angry, so he sighed and removed the curse. Severus started to stand up. "There you go. You're lucky Evans was here, Snivellus-"

Severus's face curled into the vilest thing any of them had ever seen. "I don't need help from filthy little Mudbloods like her!" he hissed.

There was a stunned silence, the crowd shocked. Even Remus finally put his book down with wide eyes. What had he let this escalate to? Lily felt her heart crack, but her expression didn't break. "Fine," she said, ice in her tone. "I won't bother in the future. And I'd wash your pants if I were you, Snivellus." She spat the name and Severus's face morphed for just a second, as he realized what he'd done.

James finally snapped back to himself and he pointed his wand at Severus. "Apologize to Evans!"

"I don't want you to make him apologize," Lily snapped, turning to James. "You're as bad as he is!"

"What?" James spluttered. "I'd NEVER call you a-you know what!"

Lily started walking menacingly towards James, emerald eyes burning. "Messing up your hair because you think it looks cool to look like you've just got off your broomstick, showing off with that stupid Snitch, walking down the corridors and hexing anyone who annoys you just because you can-I'm surprised your broomstick can get off the ground with that fat head on it. You make me SICK!" Her piece said, she turned around immediately and ran back to the castle.

"Evans! Hey, EVANS!" James shouted, but Lily didn't stop, her bright red hair disappearing through the castle doors. He frowned. He'd really blown it now, but he tried to play it off to his peers, who were still watching closely. "What is it with her?"

"Reading between the lines, I'd say she thinks you're a bit conceited, mate," Sirius offered but regretted the comment when he saw the flash of hurt on his best friend's face.

"Right…Right." James shook his head, turning his attention back to Severus, who was still on the ground looking in about the same emotional state. The pureblood repeated his earlier spell, making the Slytherin hang upside-down once more. "Who wants to see me take of Snivelly's pants!"

Finally, Remus couldn't take it anymore. They'd driven Severus to his breaking point, and that was already too far over the line. Doing what he knew he should have in the beginning, he stood and with a few flicks and spells, Severus was back on the ground. "That's enough, Prongs," he said seriously. "Let it go."

James looked shocked that Remus had stopped him, but his tone of voice and the expression on his face made him take a mental step back. He lowered his wand, but also approached Severus and bent down to speak in his face. "Don't you ever say something like that to her again. Understand?"

Severus looked up at him with a sneer before getting up and running. James rubbed a hand over his face, catching some blood from the cut on the way. "Prick got me good," he admitted.

Relieved that the incident was over, but still visibly uncomfortable, Remus decided to go back to the dorm to lie down. He didn't say a word to his friends, going straight into the castle.

"Moons?" Sirius called after him. "Moony!" He jogged to catch up. Remus sighed, but didn't try to move away from him. "What's wrong?" his boyfriend asked with concern. He said nothing. "Oh come on, Moony. You know that Snivs deserves it. You heard what he said about Evans!"

"That was only after he was humiliated and tortured! He was angry!" Remus snapped, spinning around. Sirius pouted, looking like a wounded puppy. The taller boy took a slow breath and pinched the bridge of his nose to calm himself. "I don't like him any more than you, and I've stopped trying to convince you that he's alright, because he's not. But it kills me to watch the two of you be so cruel. That's not you."

Sirius frowned. "You didn't see the face he made at me during the test."

Remus's mouth almost dropped open. "A face? All this because of a face?"

Sirius bit his lip. "When you say it like that, of course it sounds bad…"

"This is exactly what caused that incident in January," Remus reminded him, digging up the ever-present guilt that lingered in the back of Sirius's mind. "You have to stop letting him get under your skin for stupid things. It's time to grow up."

Sirius didn't want to admit it, but Remus was right. This was the worst thing they'd ever done to Severus in the five years they'd been at school, and for pretty much no reason. Well, maybe it was more than just the face he'd made. Sirius had plenty of pent up aggravation towards the Slytherin after the mess in January. But the more that he picked on Severus, the more possibility that there would be another such incident. "You're right," he finally said. "I know you're right."

Remus's expression softened. "Of course. I'm always right." Sirius smirked. "I'm not saying that you have to be nice, but it would make me feel so much better if you could just pretend he didn't exist. This way I don't have to try to fade in the background and pretend I don't see what you're doing."

"If only he really didn't exist," Sirius said wistfully, but when Remus didn't look amused he waved a hand. "Okay, okay. Just promise you're going to lecture James later too."

Remus rolled his eyes, as if what he'd said to Sirius was nothing compared to what James had coming. "Oh, I certainly am. This is mostly his fault after all."

Sirius beamed and since they were the only two in the area, he pecked him on the cheek. "I'm so glad I'm the favorite."

.:~I~S~S~:.

James eventually headed back into the castle alone, holding his hand over his cheek. He'd made Peter go back to the dorm, because he really didn't feel like company at the moment.

Where had he gone wrong with Lily? Oh, who was he kidding? That was an asinine question. A pathetically hopeful part of his brain continued to hope that one day he'd get an answer that was easy to fix. He didn't think the truthful answer was possible to change. Even though it seemed that she and Severus were on the outs, that didn't mean she would automatically decide James was not an 'arrogant toerag' as she put it. Why did he have to love the one girl in the entire school that wanted nothing to do with him?

As he walked past the first floor bathrooms, he heard soft crying. At first, he thought it was Moaning Myrtle, but the sound was not as tinny and whiny as the ghost girl. He paused, listening, and recognized the timbre of the voice.

Gingerly opening the door, James found Lily sitting with her back to the sink, crying into her knees. He felt a heavy guilt settle into his stomach. This was his fault. He had pushed Severus into saying that horrible thing to her. He made Lily Evans cry, and it was by far the worst thing he'd ever done.

"Evans?" he said softly. Lily's face popped up and she immediately looked angry.

"Get. OUT!" she screamed, but James didn't move, so she just dropped her head again and continued to cry. "This is your fault!"

James shuffled his feet. "I know…" Her sobs softened just the faintest bit. "Yeah, I admit it. I went too far."

Slowly, Lily's gaze rose again to meet his, and she calmed herself enough to speak more like her usual self. "That's…surprisingly mature of you to say."

James shrugged sheepishly. "It's been known to happen." He took a step, then another, and seeing that Lily wasn't ready to throttle him, he moved next to her and sat down. "I'm really sorry," he murmured.

Lily wiped at her eyes and sniffled. "Sorry doesn't make up for everything," she said, though the words didn't hold even half the fury that they might have on a typical day.

"I know. But I am. Just…thought you should know." James looked at the stalls, hoping that Myrtle wouldn't be popping in any time soon to interrupt.

"Well…Thank you then." Lily changed positions, crossing her legs. "I'm not the one you should be apologizing to, though."

James scoffed, but reigned himself in quickly. "I have a feeling that Sn-…Snape wouldn't appreciate it."

Lily sighed, staring ahead. "No. Probably not."

James turned to look at her, catching sight of her bright green eyes. Even crying they were beautiful, looking more like gemstones with the shine of tears. "That was a really rotten thing that he said to you. And he's supposed to be your friend?"

With a mix of sadness and decision, Lily said, "Not anymore." James couldn't help an inner victory, though he didn't let it show on his face.

For a moment they were both quiet, before James spoke up once more. "I know from me it probably doesn't mean much, but you're one of the most brilliant witches in our year. Don't let him or anyone make you think differently."

A light blush graced Lily's cheeks, highlighting her freckles, and she seemed to be holding back a smile. "I'm still not going to go out with you."

Out of the corner of her eye, she could see James giving her a small, genuine smile. "I know."