Disclaimer: This story is based on characters and situations created and owned by JK Rowling, various publishers including but not limited to Bloomsbury Books, Scholastic Books and Raincoast Books, and Warner Bros., Inc. No money is being made and no copyright or trademark infringement is intended.

Warning: None for this chapter.

Chapter 3 – Packmates & Redheads

"C'mon, Peter, drink up!" James encouraged the boy, who was looking doubtfully at the goblet on the table.

"Why do I have to go first?" Peter asked, something akin to defiance coloring his tone.

Sirius spoke up from his lounging position on the top of the counter space. "Because, Petey, if you sick up or, worse, actually die, then we'll know James has to go back to the drawing board on the potion!"

Peter's eyes grew even larger in his face. "So, wouldn't we know the same thing if you drank it first and … something happened?"

Sirius pretended to consider the issue for a moment. "Well, technically, yes, but who'd have the bits to go to Slughorn's stores for more ingredients? James has to brew; you know you're pants at it and you didn't want to go with me to get the ingredients, so … I think the choice is clear, really."

Peter looked at Sirius for a moment or two, then shrugged and said, "Well, I suppose you can't argue with that." And having spoken, he brought the goblet to his lips, tipped his head back and drank the brew in a single draught.

"Ugh, disgusting!" he exclaimed a moment later, wiping his mouth on the back of his hand.

James ladled another serving into a second goblet and gestured to Sirius. "Your turn, mate," he said, smiling. "Petey's still standing with nothing more than a sour taste in his mouth. C'mon – the sooner we knock it back, the closer we are to trying the charm again."

Sirius took the goblet from his friend. "Together, then. Pour yours and we'll drink on a count of three."

James complied and, raising his goblet to Sirius and Peter said, "Cheers!"

Both remaining wizards drank their potion and slammed their goblets back on the counter noisily.

"Merlin, Jamie, that shite's foul!" Sirius cursed lustily. "It had better work. I'm not sure my stomach can take too many more experiments."

James waved his hand dismissively as he turned the pages of the spell book until he found the section he was looking for. "If you'll remember, we were all sick by now with the last potion. We had great, itchy red spots and stomach pains. How do you feel right now?" He looked up at his friends.

Sirius' eyes crinkled at the corners as a slow smile crossed his face. "Never better. You?" he directed the last comment at Peter, who returned his smile. "Feeling fine."

James grinned. "I'd say we've finally got the potion piece down, gentlemen!"

"You got the potion piece down, Jamie," Sirius corrected. "Nice work, mate."

James' cheeks turned red. "We all did our part," he mumbled. He scanned the page in front of him. "Ok, boys, now we wait 24 hours for the potion to establish itself in our systems. Then, we try the charm again. This time…"

Sirius put his hand up. "Don't! You'll jinx it!"

Peter looked quizzically at James. "Tell me again how this works, James. Do we have to take the potion every time we try the incantation for the charm?"

James shook his head. "No, Pete," he explained, his voice patient, as he scanned the page for all the correct information. "We take the potion to introduce the shape-shifting into our systems. The properties take hold in our blood and bones and, over a 24-hour period, a new magical element forms in preparation for our first transformation. Once we've successfully transformed for the first time, our Animagus forms are established and reside with us always. We can always transform after that time and we do it without ever taking the potion again."

"Brilliant, James," Sirius said, admiringly. "And – what a stroke of luck in never having to drink that vile stuff again!"

"So, shall we head back to the tower and see if Remus has come back from class yet?" James asked, gathering up his book and shoving it into his book bag.

Sirius shrugged back into his robes. "Let's go."

As they headed to the door of the Room of Requirement, Peter spoke up. "When do you think we can tell Remus?"

Sirius answered. "Not until we've successfully transformed, Pete. We want to be able to show him that we're safe with the wolf; that he can't possibly hurt us when he's in wolf form. You know that Remus won't settle for us telling him; we have to show him. Once we know we can do this – every time we try – we can tell him. There's no point in telling him something that's not entirely right. It would be getting his hopes up only to dash them."

XXXXXXXX

"And what mischief did the three of you get up to without me today?" Remus asked over dinner later that day.

"Oh, not much," Sirius responded, buttering a dinner roll. "Actually, we took advantage of the time you were in class to study up a bit on our potions." He stuffed half a roll into his mouth and chewed for a moment. "Industrious, weren't we?"

"Why do I think there's more to this than meets the eye?" Remus asked suspiciously.

"You weren't putting together some prank against Snape were you?"

James choked on his pumpkin juice. "How could you think we'd do that?"

"Yeah," Peter piped up, innocently. "He's better at potions than we are!"

The other three Marauders looked at Peter, then at each other and burst into peals of laughter.

"What?" Peter asked them. "He is, isn't he?" When his friends were incapable of responding due to a fresh wave of hysteria, the smaller boy shook his head as he spooned pudding onto his plate. "Nutters," he said under his breath.

XXXXXXXX

Twenty-four hours later found the quartet in Charms which disallowed three of the four boys the opportunity to do that which they wanted most: attempt the Animagus transformation. They listened to Professor Binns drone on about the Goblin Rebellions until they thought they'd go mad with it. Finally, class was over. Giving Remus a quickly uttered and totally lame excuse, Peter, James and Sirius tore out of the classroom like hares before hounds. Soon, they found themselves inside the Room of Requirement. They tossed their book bags in a corner and quickly divested themselves of their robes. Standing in trousers and their school shirts, each boy withdrew his wand and then simply stood in place.

"Well?" James said tentatively. "Who's first?"

Sirius waited a moment then snorted disgustedly. "Oh, I'll do it. Stand aside," he said. As the other two boys watched, the raven haired wizard closed his eyes and took a deep breath. Slowly, he began to murmur the words to the ancient transformation spell. Nothing happened for several moments. Sirius continued to breathe deeply, eyes closed. Then, he began to feel it. His skin prickled from the inside as if there was something trying to push itself outward. It didn't hurt; the feeling was odder than anything else. He opened his eyes and, as he looked at his friends, the color began to fade from the image, his vision replaced with shades of gray. Things began happening more quickly then and soon, James and Peter were looking at him in delighted awe. In place of the boy was a large, black dog with long, silky fur and bright blue eyes. His tail wagged enthusiastically from side to side and his long, pink tongue lolled out of one side of his mouth.

"Sirius! You did it!" James cried out happily. "Change back, now."

Sirius thought of his human form and, more quickly than the initial transformation, he returned to himself. He sat down swiftly on the sofa behind him, a bit dizzy. A moment later, however, he was fine and his face was split by a huge grin. "Blimey, that was brilliant! Ok, you two – who's next?"

James closed his eyes and, moments later, a great stag stood before them. A few minutes later, James was back to normal and was greeted by excited applause from both of his friends. "Oi, James," Sirius laughed. "If Evans never comes round on her own, you can scoop her up in those great antlers of yours and carry her away somewhere to convince her!" James turned red and threw a fake punch in Sirius' direction.

Peter was last and, in the end, was somewhat disappointed that his Animagus form was not a nobler creature. He was mollified, however, when Sirius pointed out that his Animagus could easily suspend the animation of the Whomping Willow, which guarded the tunnel leading to the Shrieking Shack. This would allow the trio to access the Shack – and Remus – undetected. Without Peter, they would be unable to achieve it.

"Now, we show Remus?" Peter asked, smiling. They had each transformed – and returned to their normal shapes – several times and were ready to call it a day.

"Let's head up to the dormitory and see if he's there. If so, we should head somewhere outside of the school to show him. It's still light out, I'll bet. Want to do it before dinner?" Sirius asked the other two. At their nods, the boys took off full tilt for Gryffindor Tower and their friend.

XXXXXXXX

The three burst into the dormitory, startling Remus who was, predictably, lying on his bed, engrossed in a book.

"Grab your cloak, Remus," James instructed him. "We're going outside for a bit."

Remus looked at his friend as if he had nifflers coming out of his nose. "What in Merlin's name are you nattering on about, James? It's cold. The sun will be setting shortly. Why would I want to go outside?"

Sirius jumped on Remus' bed and grabbed him by the shoulders. "Because we've got something to show you, mate; something we've been working on for the better part of two years. We're not about to wait any longer, so let's get moving!"

Remus gave the excited wizard a look that clearly conveyed his belief that they'd all gone round the twist. He did, however, 'get moving' for fear that another of his friends would launch himself at his head.

Soon, with the help of James' Invisibility Cloak, the four boys had made their way through the school and out onto the grounds. Carefully avoiding any students wandering about, they virtually marched down the slope toward the Black Lake and only stopped when they were shielded by a copse of trees at one edge.

Remus threw off the cloak and turned in the direction his friends should have been standing. As the others emerged from invisibility, they saw him standing, hands on his hips, looking at them sternly. "Well? I've gotten moving, donned my cloak and traveled here – in the chill – with you lot. What have you got to show me?"

The other three boys looked at each other and smiled. Sirius stepped forward.

"Remus, what is the best present a boy could receive?"

Remus' brows drew together. "A girl?"

"Hard to argue with that one, Sirius," James chortled, leaning against Peter to remain upright.

Sirius shot his friend a withering look, and then turned back to Remus. "Alright, Remus, I'll give you that one. BUT, what is the best present a boy could get before he realizes that girls aren't disgusting?"

Remus was clearly still confused. "Chocolate?"

Sirius stared at him incredulously. "Choc….? For the love of Merlin, NO!"

"Maybe you should just show him, Sirius," Peter put in.

"Apparently, I'll have to," Sirius huffed. "Watch," he instructed Remus, closing his eyes and willing the transformation to occur.

It took far less time – seconds really – for the transformation to be complete. When it was over, the great black dog opened its eyes and looked at the face of the young wizard before him. Remus' jaw had dropped and, even in his monochromatic view, Sirius could see that his face was completely devoid of color. Remus sat down hard on the rock that was conveniently behind him and just stared at the dog. Concerned, Sirius trotted the short distance to his friend and butted his hand with his cold, black nose. When Remus remained silent, Sirius sat down in front of him and barked sharply – once, then again. That did it. Remus lifted his hand and cautiously placed it on the top of the dog's silky head.

"Sirius?" he whispered, his voice shaky.

Sirius barked once in response, his tail wagging so furiously it cleared the leaves on which it had rested.

Remus brought his hand back and closed his eyes. "Brilliant," he murmured.

"Yes, I am," Sirius agreed, now back in his own form.

Remus' eyes snapped open and he stared at his friend. His mouth continued to move, but nothing came out.

"Remus? Are you alright?" Sirius asked, concerned.

The other boy nodded, his eyes bright.

"That's good, mate, because there's more." Sirius squeezed onto the rock with Remus and called over to James and Peter. "Show him the rest, you two."

Peter took a step forward and, moments later, a chubby gray rat with twitching whiskers and watery black eyes stood in his place. Remus smiled as Peter watched him. Then, a third ripple of magic permeated the air and Remus' focus turned to James; only, it wasn't James any longer. In his place stood a majestic, deep brown stag with soft hazel eyes and an impressive set of antlers. In his Animagus form, James pawed the ground anxiously and, a moment later, Peter had climbed up onto his back and sat there watching the other wizards.

Remus truly was flabbergasted.

Sirius looked at his friend and loped his arm across Remus' shoulders. "Remember when we confronted you about your 'furry little problem'?" At the other boy's nod, he continued. "Well, we decided that we hated seeing you all bloody and exhausted the next day. We hate what the wolf does to you every full moon, Remus. We knew we couldn't do anything to help you as ourselves. Contrary to what you might have believed at the time, we weren't stupid enough to think that the wolf would recognize us as friends – in our human form. So, we did a little research – and you thought you'd been no influence on us at all! What we found out is that werewolves cannot turn anything not in human form. That's when we decided that we'd become Animagi. We're your pack, Remus. A little unconventional, I'll grant you – but your pack nonetheless!"

Remus just stared at the boys in front of him. "I don't know what to say," he finally managed. "I've never had anyone do … I mean, my parents have tried to make things … but, nothing like this. I just never imagined that …," he finally gave up as tears began to fall and he dropped his head to try to hide them.

Peter and James shifted uncomfortably on their feet, but Sirius refused to let Remus deal with his emotions in this way. He rose and faced the werewolf and put his hand under Remus' chin, lifting until the other boy met his gaze. "You don't have to try to imagine anything, Remus. We don't give a rap that you're a werewolf; you're a wizard, Remus. More importantly, you're our friend. Always. No matter what. We're the Marauders, Remus. We stand together." And, with that, Sirius put his arms around Remus and hugged him tightly. "No matter what," he said again. The other boys came up to them and slung their arms over Remus' shoulders. They stood there for a few moments longer before stepping backward to allow Remus a few moments to compose himself. As he did so, scrubbing his face on the sleeve of his cloak, Sirius decided that the moment needed a bit of levity to bring things back to normal.

"Oi, Remus, did you get a load of the rack on old Jamie? I told him that if Evans didn't fall madly in love with him soon, he'd be able to hoist her onto those bloody prongs of his and carry her away until he could convince her!" Sirius doubled over laughing as he relayed his earlier commentary to his friend.

"Hey, Sirius, that's what we should call him – the stag, I mean – "Prongs"," Peter said, excitedly. "We can't talk about "the stag" around other people, after all; we need some sort of code names, right? Well, James can be 'Prongs'!" The smaller boy looked quite satisfied with himself, particularly when a grinning Sirius nodded enthusiastically.

"Excellent, Pete! 'Code names' are brilliant!" he said. "What to call you, though. 'Rat Boy' is a bit rude, I'd say. What can we…?" Sirius paced in front of the others, wracking his brain for the right moniker for the other boy.

"Wormtail," James said, suddenly. "We can call you 'Wormtail'."

Peter frowned. "That's not exactly very dignified, you know," he grumbled.

"Pete, your Animagus form is a rat. How dignified is that?!" Sirius retorted.

The smaller boy thought about it for a few moments, and then his expression relaxed. "Could be worse, I suppose. Could be 'Whiskers'!" he smiled when Remus laughed.

"Or 'Cheesy'," Sirius put in, slinging an arm over Peter's shoulders.

"What about Sirius," Peter asked, looking at James and Remus.

James scratched his chin, considering the question. "Well, there's always 'Spot' or 'Rover'," he cast a sidelong glance at Sirius, who was now standing at his full height, arms crossed over his chest, a scowl on his face.

"Oi, James, that's not cricket! Put some real thought into it, man!" he said, indignantly.

"He's right, James," Peter said. "Our names each refer to some physical characteristic of our Animagus forms. Shouldn't we come up with something like that for Sirius'?"

James smiled. "Yes, of course we should. Let's see … a physical characteristic for Sirius … I've got it! Oh, wait … I'm not sure. Sirius, you probably wouldn't answer to 'Bollocks', would you?"

"Oh, funny, James; very funny! And to think I call you my friend!" Sirius said, irritated.

"Padfoot," Remus offered.

"'Padfoot'?" Sirius asked. "How in Merlin's name did you come up with that?"

Remus smiled. "You're always padding around in your socks in the dorm and in the Common Room and, next time you transform, take a look at your paws: they're padded. Pad-foot: Padfoot!" He watched Sirius' face. "What do you think?"

Sirius thought for several minutes then gave the werewolf a smile. "I like it. Padfoot. Has a certain style about it, doesn't it?"

"Dear Merlin, Remus, did you have to give him anything else to be conceited about? Isn't he bad enough already?" James chuckled, as Sirius swatted the back of his head.

"Oi, what about Remus?" Peter piped up. "Shouldn't he have a code name, too?"

The boys stopped at that.

"He's right, Remus," James said. "More than any of us, you should have a code name. I mean, what we've done – becoming Animagi – is one thing. We need to keep that a secret because we won't register ourselves; we'll be outside the Ministry law on that one. You, on the other hand, well … it's even more critical that no one finds out about you."

"Physical characteristics, yeah?" Sirius commented. "Well, 'Fang' is just plain cruel and, of course, Padfoot is taken now." He thought for a moment. "I know: Moony. We'll call you 'Moony', Remus. What do you think?"

"Better than 'Fang'," Peter put in, adding, "Honestly, Sirius!"

But Remus wasn't offended. The good natured humor and teasing meant that he was accepted – something that he hadn't been – wasn't in very many places. These boys made him able to see himself as something other than a monster. These boys – his best friends – allowed him to recognize the humanity in himself and that gave him hope – the second best gift he could have been given after their friendship.

"Moony, Wormtail, Padfoot and Prongs," Remus said aloud. "Marauders. Friends. Brothers."

"Forever!" chorused the other three.

A loud rumble broke the moment and Peter turned red as the others turned his way. "Can't help it," he mumbled. "'s just about dinnertime, isn't it?"

Their laughter carrying along on the late afternoon air, the four friends made their way up to the castle, side by side, bonded together by more than schoolboy friendships. These were true comrades.

XXXXXXXX

Lily and Kate had their heads together over their Divination assignment when the boys plowed through the portrait hole and made their raucous way to the dormitory stairs.

"You four sound like a herd of Hippogriffs," Lily called over to them, shaking her head. "You know, people actually try to study in this room."

Sirius looked at James, then back at Lily. He shook his head slowly. "Sad thing, really. To be so addled by your schoolwork that you confuse the Common Room with the Library. The latter being the proper setting for studying," he finished, grinning at the redhead. "The Common Room, however, is for …"

"The common element to avoid studying, plan pranks and generally create mischief?" Kate finished, her tone innocent, her eyes wide.

Sirius regarded her silently for a moment. "Morgan, you wouldn't know a good prank if it sat up and bit you on the ar…"

"I think it's time to wash up for dinner," Remus interrupted, putting his hands on the other boy's shoulders and steering him up the stairs. "Ladies…."

"But, Remus, we can't let that bluestocking get away with that. Talking about mischief as if it was some sort of sin…." Sirius' voice fell away as they ascended the staircase and, a moment later, the young witches heard a door slam above them, indicating that the four boys had reached their room.

"Honestly, Kate, I don't know why you bother," Lily said, turning her attention back to her notes. "Just let them be; ignore them and they'll go away."

Kate shook her head. "Doesn't seem to work with James Potter, though, does it? No matter how hard or how often you knock him down, the boy still manages to get right back up on his feet and come after you again. There's something to be said for perseverance, I suppose," she finished.

"Yes, well, I can't help that he's too thick to get the message," Lily groused.

"Oh, I don't know. I think he's rather sweet, even though he can be terribly obtuse sometimes," Kate smiled. "He likes you, Lils; I think he likes you very much, indeed."

"Oh, what do you know?" Lily retorted exasperated with her friend. "He doesn't even speak to me in full sentences."

"Lily Evans! Did you ever bother to stop and think why that might be?" Kate asked. "He's nervous around you; he doesn't know how to talk to you. You spend so much time shooting him down; he probably figures you'll never give him enough time to speak in full sentences!"

"Kate, whose side are you on?" Lily demanded. "He's arrogant, conceited and he treats me like just another notch in his belt!"

"'Another notch in his belt?'", Kate repeated. "Lily, he's fifteen years old! He doesn't have notches! You said it yourself: he's never been seen with any other girl. I don't think he sees you as his next conquest; I think he looks at you as the only 'conquest' he wants! Even at fifteen years old!"

Lily looked at Kate but said nothing for quite some time. Finally, she turned back to her parchment. "Come on, Kate, let's finish up here and go downstairs to dinner, ok?"

"Lily, I'm sorry. Maybe I shouldn't have said any…" Kate began, but was interrupted when Lily reached over and patted her hand gently.

"No, Kate, it's ok. Really. I'm not offended. Maybe you gave me something to think about. Oh, he's still an arrogant prat, mind you; I'm not changing my mind about everything. Just…oh, never mind. Let's just finish this stupid Divination chart, ok?"

Kate smiled. "Ok, Lily."