"Sorry Marian, but maybe later? We're still working on that horrid essay Fenwick set last week. I just don't get it. How is his class the hardest one we've had yet? He hasn't taught us a single spell all year!"

Marian Mote gave a tinkling laugh. "Isn't Professor Fenwick just incredible? I like him even more than Professor Meadowes and Professor Bones."

"Give us a hint," demanded Sirius, not looking up from his parchment. "Or I'll tell Amelia that you've been going around insulting her precious papa."

She pretended to think it over. "Hmm, I suppose I wouldn't mind giving my favourite Gryffindors a nudge in the right direction. What is Professor Fenwick always telling us is the best response in a confrontation? You might start there."

"Oh, I know this one,"James answered in a tone half-mocking and half-mischief. "Probably something along the lines of 'Run away'. Maybe 'Make a distraction and then run away'? Or how about my personal favourite, 'Tell an adult and then run away'? When he came in and told us we'd be learning tactics, I thought we'd be, y'know, duelling. Instead, we've just been made to sit through a hundred variations on the exact same lecture."

Peter bristled at this cavalier dismissal of a decorated auror. "I'm convinced Professor Fenwick is the first sensible defence instructor Hogwarts has seen in years."

"Only you would believe that piffle."Sirius rose from the table, and began stuffing parchments carelessly into his handsome leather rucksack. "Let's leave our Ravenclaw lovebirds to 'study runes'"—he mugged a wink—"and head back to the tower. I've had enough of the library for a week."

"Sirius, it's only Monday."

"My point exactly. Shall we, lads?"

Peter rolled his eyes, but made no further protest as he too gathered his belongings. James was already packed, having indeed already finished his essay—the ease with which he polished off schoolwork never ceased to take Peter by surprise—and looked as eager to quit the library as Sirius.

Making a show of his good breeding, Sirius held out a chair so that the pretty Ravenclaw could take his place beside Remus. Once seated, she shuffled closer to her classmate, pulling out her textbooks and notes, while Sirius gave the pair a jaunty wave.

James led the trio out past Madame Pince's desk, ignoring her glare, and they began the short walk to Gryffindor Tower. "I meant what I said in there,"James declared, once they were fully out of the testy librarian's earshot."Fenwick's wasting our time. If he really cared so much about 'tactical flight'—what a way to phrase that, by the way—you'd think he'd at least teach us how to make a good distraction. We've learned more useful stuff from pranks. Fenwick hasn't even been over sonorus!"

"Shouting someone down through a sonorus would do more damage than anything he's shown in class."

"Don't be daft, Sirius," replied Peter."It would let you call for help. Actually, what would be useful is a ventriloquism spell. You could confuse your opponents with that, make them think you're hiding one place when you're really somewhere else. Could we take a moment to add all this to our essays when we get back, before we get started? I'd rather not forget…"

"You can just copy from mine later," James offered quickly.

"When will people catch on that I'm good in more than just transfiguration and history?"

Sirius gave James a playful swat in the shoulder. "Probably when you stop making a fool of yourself in every other subject?"

They reached the entrance to the tower. "What do we have here?" wondered its guardian aloud. "Looks like my three least favourite little Lions. The stories I hear from the other portraits, oh, the embarrassment you lot cause the house! And you're missing the only reasonable one out of your little group. Do I even want to know what trouble you've been up to?"

"Trouble? Us?" Sirius loved to put on a display of charm for the Fat Lady."As I always like to say, 'the less you know, the better'."

"Hmph. Well you had at least better know the password."

"Vigilance," James cut in, before Sirius could get carried away. "Let's get going while we have the chance. We need to make the most of our time."

The common room was mostly empty at this hour. There was a group of younger students playing gobstones in front of the fireplace, and a pair of their fellow fourth years whispering to each other in the corner. When he saw whose quill lay drying atop the blank parchment, James couldn't stop himself from approaching their table. "Fenwick got you stumped, Evans?"

"Bugger off, Potter. I've been finished with that since Friday. I'm helping Marlene with charms."

Sirius took James by the arm and made a point of tugging him toward the dormitories. "Charming as ever, Marlene. See you around, Lily!"

"He's sorry to bother you," Peter said, coming forward. He flicked his gaze to Marlene. "They're sorry to bother you. We were just going."

"You can use that exit for Fenwick!" called the voice of James, from somewhere up the staircase.

Peter rolled his eyes for the benefit of the girls. "He's a dear, really, I swear."

Lily huffed. "I'll believe it when I see it." She saw him turning to go. "Hey, Peter… I've been wondering: why do you spend some much time with them these days? Black and Potter, I mean. They've been terrors since first year, but I thought you were different."

"Sorry Lily, I honestly can't tell you. Sometimes things happen, you know?" Peter paused for a moment, considering how much he might reveal about their messy dramas, then continued. "I'm not just saying it, by the way, about James. Sirius too. They're good lads, where it counts. Still lads, mind, but good ones. Wish I could get into it more, but I've got to go."

"Alright, thanks Peter." Lily's green eyes looked glassy, almost as if she were on the verge of tears. She was becoming an alarmingly beautiful young woman. "Let's get together soon? We can listen to The Carpenters."

"After the Hogsmeade visit this weekend?" Peter suggested."I'll bring down that Paper Lace record you like, too."

"Perfect." Lily mastered whatever wave of emotion had threatened to overcome her. "See you then."

Peter gave her a rueful smile, then headed up to follow Sirius and James into the boys' dormitories. He often wished he could spend more time with Lily and the other girls of their year, but it was senseless to regret the shifting direction of his friendships. He and Sirius and James were in it together, now, for better and for worse. Lily's case was especially delicate, considering Severus—Snivellus, rather, as Peter still had to remind himself on occasion.

The other boys were already bent over their illicit books when Peter entered their room. Sirius nodded to him in welcome. "Budge up, James. Who do you fancy today, Peter, Cliodna or Morgana?"

"Cliodna, I suppose. Why am I always the one getting the short straw? That study of Morgana I went through last time was duller than anything we've ever had from Binns. Why can't we let James handle all this historical research?"

"I'd be happy to swap," James muttered irritably as he crossed out a line of apparently mistaken figures. "You can be in charge of finding the right type of crystal for the brewing phials. How's that sound?"

"Actually, I think Peter's right. Pass me those parchments and I'll have a look at the arithmancy. At least we know what we're trying to do there." Sirius leaned back and blew an exhale loudly through his pursed lips. "It would be so much easier if there were some step-by-step procedure for us to follow, rather than trying to piece everything together out of old histories."

James stuck the loose parchments he had been using for his calculations into the open pages of Elementary Arithmancy for Advanced Potioneers and passed the bundle over to Sirius. "I still say we should try sneaking into the Restricted Section again. It's not like we checked every book on the shelves last time."

"Filch won't fall for the 'Slytherins duelling in the trophy room' ruse twice," objected Peter. "He already suspects it was really us behind all that damage he found last time. And I swear that cat of his can see through your cloak."

"So?" replied James. "That just means we need a better distraction and a better alibi."

"Relax, Peter. What's the worst Filch can do, give us detention? Don't tell me you're still worried about losing house points!"

Peter ignored Sirius' jibe as he sat down beside him. "And we have to be careful of that Ravenclaw prefect. I could tell she knew more than she let on when we ran into her in the corridor on our way back."

"She might be worse than Filch, come to think of it. Let's revisit this once James has gone through our stack of histories? Maybe one of them will have something we can actually use, and we won't have to bother with the library." Sirius pushed a second pile of old books toward Peter. "Take over for me with these and see if you can find anything that will help us get hold of some hawk moth chrysalis."

Although Peter didn't know how long it would take, he fully expected that they would eventually discover the hawk moth only cocooned itself in the deepest reaches of the Forbidden Forest, in trees guarded by wolves or centaurs or worse. He shuddered. They had long since outgrown the days when three could fit under James' cloak.

He pulled the first volume from the pile. It was a musty, leather-bound copy of some old bestiary that looked about ten editions out of date. He noticed that the book hadn't come from the Hogwarts library, which meant Sirius had probably snuck the whole set out from home. An idea suddenly came to Peter. If Sirius had smuggled these books out, hadn't the Blacks surely smuggled plenty in over the years?

Asking Sirius about his family was always a minefield, but fear—as Peter had learned from his confrontations with Filch—could serve as powerful motivation. "Know how your family is a bit…well, a bit dark, Sirius?"

The heir to the Ancient and Most Noble House of Black glared at him."Your point? You know I don't want anything to do with that pureblood dark magic shite."

"I know, I know! I was just thinking. Don't the Blacks trade in all sorts of dodgy goods? What if one of your relative bought hawk moths once? Or at least knew who to ask?"

"Huh. That's…actually brilliant. Our goblin of a house-elf would have all the details about what the family buys and where we get it."

"Oh, that is a good idea," agreed James. "How much authority do your parents give you over your elf?"

"Don't tell me yours is limited?" Sirius snickered. "The boy wonder, not even trusted by his own parents, that's too funny. I have full authority, naturally. I'll see what Kreacher has to say when I go back for winter hols. I can even order the little blighter not to rat us out to anyone about what we're after."

"He'd still follow orders from your parents though," James pointed out. "Full authority or no."

"They'd never bother to ask and Kreacher'd never volunteer the information either. Far as I can tell, his only joy in life is serving the Blacks. The dodgier the business, the more he likes it."

"Hmm, maybe. Say, Peter, what do you think about getting Lily to help us with the potions?"

"I could try…but are you sure we should go around telling anyone else what we're up to? It would be pretty weird for me to bring up a potions question from outside schoolwork. I'm not Snivellus, after all."

"And thank Merlin for that!" Sirius crowed.

An opening door interrupted the boys' conversation. "So what have you three been up to, away from my good influence?"

"What do you mean, 'good influence'? We're not the ones using the library like a broom closet. Why, I had half a mind to tell Pince so she could go and interrupt your little snog. There were firsties there, for Merlin's sake."

Sirius was so intent on teasing Remus that he had forgotten what was scattered about the dormitory floor. Peter hissed a warning at him, to no avail, while James moved smoothly toward the newcomer in an attempt to block his view.

"It's not like that and you know it. Marian and I are just friends and we were just studying. Besides, you're much too scared of Pince to even try a lie like that."

Remus gave James a friendly shove, and stepped fully into the room. Peter knew the jig was up the moment the interloper passed James. Remus never saw a book without giving it a paging through, and Sirius was doing arithmancy by choice. They could hardly have been more suspicious if they'd tried.

"The Bird Years of Clíodhna? A Life Among Clouds? Songs of the Erne? Estoire de Morgan? This is what you're reading for fun? And I'm the one who's always getting lectured for his supposed Ravenclaw habits…" Remus returned the books to their pile, and picked up one of the loose parchments that lay in front of Sirius. "Hmm, and what's this? Phial crystallography? I didn't think we needed that until N.E.W.T. Potions. Wait." He blinked, understanding dawning on his face. Although Remus lacked the sort of natural affinity toward magic that both James and Sirius had been blessed with, he typically earned stronger marks in class by dint of his excellent memory and better work-ethic. Anyone who went so far as to take notes during Binns' lectures was unlikely to forget which rare magical skill the two old witches in these books had in common. "This is…animagus?! No, I mean, there's no way. It can't be." He fixed each of them with a stare in turn."James? Sirius? Peter? What's going on? How long have you been working on this? And why've you been keeping it secret from me?"

It was Sirius, lately striving to lose all the tact instilled in him since childhood, who broke the silence. "It'd be about a year now, I think. Oh, and speaking of secrets—when were you planning to tell us about that whole werewolf thing?"

~xxxx~

A/N: We set our eyes on a truly difficult target of redemption: Umbridge's DADA curriculum. What, you thought this story was about redeeming Peter or something?

Paper Lace charted a number of hits in '74, among them "Billy, Don't Be A Hero". This song coincidentally plays an important role in Bexis' deeply flawed old masterpiece "HARRY POTTER AND THE FIFTH ELEMENT". It was too good an opportunity to pass up the chance reference.

The animagus storyline is played pretty straight here, but it's too important to skip. Instead of plot novelty, these early chapters are focused on establishing tone and character (though of course we are also planting a few seeds for later use). The story will move into less familiar ground starting next chapter. There's even incantations-and-everything magical combat! Please look forward to it… :))