James Potter awoke with a start. "Padfoot?" he whispered. "Padfoot, you there?" Silence.

"Remus?" Again, there was no reply. "Oh...damn...I forgot! Full moon tonight!" He stuffed some pillows down into his bed to make it look as though he was still there, and crept to the portrait hole and climbed out, using his Invisibility Cloak. The Fat Lady muttered something undiscernible sleepily. Carefully, James tiptoed to the end of the hall and took off his Cloak.

He glanced down the two side halls to make sure no one was coming, and started forward, when he thought he heard footsteps behind him. Whirling around, he found himself face to face with no one other than Lily Evans.

"Hey, Lils," he said in a quiet voice, making her wince at the nickname. "What are you doing out at this time of night?"

"I think I might ask you the same, James."

"I asked first," he pointed out.

Lily rolled her eyes. "Truth be told, I followed you out here. To see where you were going. You disappear like that so much--I see you leaving sometimes when I'm up late--and I can't help but wonder where you go."

"Ah-ha!" He then looked around. "I can't tell you where I'm going. And you can't follow me. It's too...it's just too dangerous."

"Too dangerous for me? Then why, pray tell, are you going?"

James bit his lip. "Because...it's not dangerous for me."

She raised a brow. "Not dangerous for you? Oh, excuse me, I forgot. You're the almighty James Potter, Quidditch player extraordinaire and God's gift to women," she replied sarcastically. "I don't believe for one second that what you're going to do is dangerous--you just don't want me tagging along. I mean, come on! You wouldn't ever do anything that might un-ruffle your oh-so-gorgeous hair."

"Fine. I won't go then. Happy?" He would rather miss one night of running around with his friends than have Lily injured or killed and it all be his fault. Shaking his mind of these thoughts, he glanced around nervously. "Let's get back in the common room before someone shows up." He put his Invisibility Cloak back on and started towards the Fat Lady.

"So that's how you've been sneaking out...I've been wondering about that."

"Yeah, well, if you tell anyone, then...then I'll be in a whole lot of trouble, that's what." He walked up to the Fat Lady, and was about to prod her awake, when Lily stepped in front of him.

"That's not a smart idea. I, for one, don't want to get into any trouble. Here, let me." She tapped politely on the Fat Lady's shoulder, and she awoke with a start.

"Huh? Who's there?" She glanced around for a moment before noticing Lily. "Oh, it's you, dear. Another late night studying?" Lily nodded, and the portrait swung open for her. James scrambled up as well before it shut behind her.

"So. Spill it," said Lily, sprawling over one of the couches in the Gryffindor common room.

"I really don't want to tell you this, Lils. You're gonna to want to tell a teacher, and we all will be in a whole lot of trouble."

"We all?" she questioned. "So...what have "we all" been up to?"

He sighed. There wasn't any way out of this one without Lily completely blowing up at him. "Promise you won't flip out too bad though."

"I don't think there's much that could surprise me when it comes to you."

"Maybe..."

"Just get on with it. Stop stalling."

"Ah, you figured my game out? Fine then...I guess I better tell you...

"It's about...Remus," he said vaguely. "He has a...'special condition', I guess you could say."

"Oh, that?" Lily asked. "I've guessed that for ages. We all know he's really shy...I've always thought he seemed a bit frightened. It's too bad that he's an orphan." She ignored James' stunned look and continued on. "But what does that have to do with you sneaking out of the dorm at this hour?"

"Oh...well, uh, that's actually not his problem. See...Sirius and Peter and me...we noticed that Remus began disappearing a lot, and we figured out that..." He trailed off before continuing hesitantly. "We figured out that Remus was a--a werewolf. And, well, we felt real bad for him, and so we decided we'd keep him company every full moon. We became...Animagi. Unregistered, but still Animagi."

"I can't believe you, James! I thought you would at least have more sense than that," she replied to his revelation.

"I guess you were wrong, then," he replied with a grin.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
She had known, ever since fifth year, that Remus was a werewolf…but all his friends becoming Animagi to comfort him? She was amazed by the strong ties of their friendship, despite the fact that what they had done was illegal. She hoped she could convince James that it was the werewolf revelation she was shocked about, because she wasn’t sure what his reaction would be if he found out she had known all along about Remus. Lily applauded herself on her clever “orphan” back-up.

Lily was in her seventh and last year at Hogwarts School of Witchcraft and Wizardry. Once upon a time she had been a bossy know-it-all little girl, and though she still had the blatant tendency to be overbearing, she had also grown to be prettier. She knew she would never be the so-called “belle of the ball”, but still, she had been turning more heads than before. One thing had definitely remained the same since she was younger, however--her inability to keep her temper.

"James! How can you expect me to not tell a professor!? I can't just sit here and pretend like you never told me any of this!"

He sighed. "Look, I told you, you don't want to get in to any of this. You don't have to be part of it. I can even do a Memory Charm or something like that for you if you like, that way you don't have a choice of remembering it or not."

|James is more mature this year,| she thought to herself. |Maybe now we can start being friends.| Then she almost slapped herself. |James Potter? No...he's too arrogant.| Not this year, said a small voice somewhere else in her head. |Yeah, well, but...how can I give in now? I've spent so much time being his enemy...how can I suddenly be his friend?|
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
James looked at Lily. "Hello? Is anyone alive in there?" He waved a hand in front of her face, and she blinked and fell back into reality. "You going into shock?"

She shook her head quickly. "No, no, I'm fine. Okay, I won't tell anyone, I think I'd better be off to bed now." Lily sounded distracted. |Yeah, well, can't blame her, seeing what I've just told her.| He silently watched her walk up the steps into her own dormitory, then went to bed himself.

A/N: How is it? It's my first fan-fic ever...review! You know you want to! I really would like to get opinions from some of you guys out there. Let me know what you think! I will be putting the 2nd chapter up on Thursday evening or sometime Friday...I have this fic written up through the 3rd chapter, and a little into the 4th, so who knows how long it will take me to get the rest up....*shifty eyes* But, the more you R&R, the sooner I am likely to put up more chapters!

I wanna honor your mother
And I wanna learn from your pa
I wanna steal your attention like a bad outlaw
I wanna stand out in a crowd for you
A man among men
I wanna make your world better than it's ever been
And I'm gonna love you
Like nobody loves you
And I'll earn your trust
Making memories of us
~Keith Urban

Chapter Two: Memories of Us

"Hey, Prongs, we missed ya last night!" Sirius shouted. James awoke with a start.

"Wuzzat? Whozzer?"

"Haha, wake up, sleepyhead!"

James groaned and opened his groggy eyes. Staring down at him were his two best friend's faces, shadowed heavily but grinning.

"Where's Wormtail?" he asked.

"The great dolt's probably still down at breakfast, if you want anything to eat, you better hurry up!"

He let himself remember last night's events and sighed again. If they find out what I told her...

"Geez, what's wrong with you, Prongs? Evans turn ya down again? We've only been back at school for a couple of weeks!"

"No, actually, I haven't asked her since we've come back...maybe I should take a stab at it today," James replied thoughtfully.

"Ah, that's more like you. Today's Hogsmeade! Perfect!" Sirius said. He then whacked James with a huge pillow. “Come on, get up!”

"Yeah, we better hurry up if we're going anywhere, with or without anyone else, everyone'll be leaving soon," said Remus.

James dragged himself out of bed and pulled on a shirt and some pants. "You going with anyone, Padfoot?"

"Nah, I'm too good for all the girls here," he replied haughtily, running a hand through his dark hair. "None of them are hot enough to be with my sexy self."

"Oh, I see," said James, snorting when Sirius turned his back. He pulled on his robe at last and stood up. "Well, I guess we're off then!"

The three strode down the steps and out into the courtyard, where the bright sunlight dazzled them. They melted into the crowd and fell into step with one another, chatting.

"Better find Evans, mate, or we'll already be in Hogsmeade!" said Sirius. James shaded his eyes with his hands and searched through the crowd. After a few moments, he spotted her.

"I'll be right back," he said, already striding towards her.

---

Lily saw James out of the corner of her eye. Lily’s friends, Tara and Cam, glanced at each other and quickly disappeared from view, much to Lily’s horror. "Hello, James," she said politely. "Thought you better remove from my memory what you told me last night, eh?"

"Err...actually, no," he admitted. "That's not the reason I came at all. Though I must say, I feel no regret at all as far as telling you about....well, you-know-what."

She looked at him with a smile. He really has changed since last year, hasn't he?

"Well. The reason I came." He cleared his throat. "You wanna go to Hogsmeade with me? I know it's a bit late to be asking, but I thought, you know..." He trailed off into nothingness.

For the first time ever, she seriously considered his request. “He's handsome and popular...and now courteous? What's not to love?” she thought. Haven't you thought something very similar before?

"James." She looked straight up at him, straight into his eyes. "You're turning out to be a great guy this year. But...I just don't feel ready. I don't think I would feel comfortable. I would love to be your friend but...only that. We just started being friends, and I don’t want to take the risk of ruining our friendship because we took it too far too fast." Why, Lily, why? Why'd you turn him down? You know you want to...

"Hey, that's cool and everything too," he said quickly. "You're welcome to hang out with us today at Hogsmeade, though."

She smiled at him. "I'd like that."

---

Smooth, Prongs. Very smooth. You scared her off! Just great! The two soon reached the rest of the Marauders, and Sirius glanced at James questioningly.

"Lily's gonna hang out with us today..." he said quietly.

"So where are we off to first, anyway? The Three Broomsticks?" Sirius asked, breaking the awkward silence that had fallen. The others nodded their agreement and they all headed for the pub.

---

Lily found herself feeling strangely happy that she would be spending the day with James, but when she looked over at Remus, her characteristic green eyes filled with tears as she remembered. Turning her attentions to James would mean letting go of everything she had previously believed. Quickly shaking it off, however, she tuned in to Sirius and James's conversation.

"Now, really, I think the Seeker is obviously the most important position! I mean--" James was saying.

"No, no, you've got it all wrong," said Sirius. "The Keeper is more important than the Seeker; without the Keeper, the Snitch wouldn't get enough points to win the game!"

Lily shook her head at them "That's just the point," she interjected. "All of the positions are important to the game. That's why Quidditch is played as a team, and not just by individuals." Both fell silent, as if to ponder her words. Right as she finished saying this, however, they arrived in the front of the Three Broomsticks. James, in an uncharacteristically gentlemanly fashion, held the door open for her, but let it bang shut in Sirius' face.

"Whoops, sorry Sirius mate, didn't see ya there," he said apologetically, winking at Lily. "That's...five butterbeers, please," he said to the waitress. They slid into the booth, but no one could think of anything to say.

"Did you finish that homework for Muggle Studies, Remus?" asked James. Remus shook his head. "Nah...haven't even started it. I was gonna do it tomorrow. Don't get it, anyway. What's the point of teffylones? Seems awfully complicated, when you can just go and see the person…" He looked thoroughly confused, and Lily took pity on him.

"No...it's telephones, and you can use them to talk to people who are far away. They don't have two-way mirrors and Floo powder and Apparating and Portkeys like we do, so that's what they use as an alternative. They’re not complicated at all…remember, Muggles don’t have magic, and they’ve had to find other ways to do the same things we do."

Remus smiled and nodded. "Ah. I get it now!"

Lily grinned. "I was raised by Muggles...otherwise I'm sure I'd be just as confused as you." Their butterbeers arrived and they fell silent as they sipped them. By the time they were done, it was growing dark, and the five students traipsed back to the Hogwarts castle.

---

James, having a sudden idea, grabbed his Invisibility Cloak out of his bag. "Hey, you guys...I'll meet you back up in the dorm. I have to go...check on something," he said mysteriously. Pulling it on over himself, he disappeared from view.

He ran back up and into the castle and went straight to the Gryffindor common room. He hadn't played enough pranks this year, and he wasn't about to pass this perfect opportunity up.

---

A/N: Oooooh, it's a cliffie. This was mostly a filler chapter, a few amusing parts here and there but nothing really important. Next chapter is much better, I promise! I will update as soon as I possibly can, but in the meantime, please R&R Many thanks!

A/N: I'm sure you'll figure this as you read, but just in case it's not too clear, I have decided that Remus and Lily went out once....trust me, it will make sense. Otherwise, it might appear that Remus is acting a little...okay, a lot OOC.

And, as much as I wish I was J.K. Rowling, sadly I am not. All of these characters except for a couple of random names of Lily's friends that I've thrown in there belong to her. I own the plot and...
...
...
Wait. I believe that all I own is the plot.

Chapter Three: The One

Lily raised a brow after him but shrugged. "He's the crazy one of the group, isn't he?" she asked. Remus nodded and looked at her intently for a moment, and then quickly looked away and studied the ground. They soon reached the doors of the Great Hall and stepped in, where, much to their surprise, James was waiting for them. "Hey everyone," he said. "Sirius, Remus, Peter...there's something you oughta see in the common room," he continued, a twinkle in his eye. "I think you should check it out, lemme know what you think." They nodded, figuring there were plans for some prank there that he wanted them to look at. Soon, Lily and James were standing alone. "Madam Lily...may I escort you back to the Gryffindor Tower?" Lily looked at him with contempt.

"I would say no, but since you will, no doubt, see fit to do so anyway, and we are both going there, I suppose I could grace your presence," she replied. James smiled.

"Very well then, love," he said, paying no mind to the scowl she directed at him. They began walking, and it did not take long for Lily to notice they were not headed in the direction of the Tower. When she pointed this out to James, he looked confused and paused in front of a small door. Then, as she waited for an explanation, his eyes grew wide as he looked past her. "Li-Lily, l-lo-look," he stuttered, pointing a shaking finger. Unsure of what to do, she glanced in the direction he had indicated--a big mistake, as it turned out. For it was right at this moment that he opened the door and shoved her in, quickly shutting it and locking her in, careful to place charms on it that would not allow her to escape in any way.

"POTTER!" she yelled. "LET ME OUT THIS INSTANT!" He smiled to himself.

"Aw, I don't know, Lily, I mean if I let you out, you'll hex me," he replied. He heard her curse loudly and try to get out--"Alohomora!"--which, of course, did her no good. He waited for a few moments until she stopped.

"That's better. Now, I will let you out on one condition...and one condition only," he continued, pausing as he waited for his words to take effect.

"And what would that--oh, no. Bloody hell, Potter, have you sunk this low?"

"Yes. Apparently I have. Now, do you want to be let out, or not? Just so you know, I have completely charmed this door. You cannot blast it, remove it, unlock it, or damage it in any way that would allow your escape." He heard her sigh.

"Fine. I will go on one--and I am only promising one--date with you. If you let me out of here."

"That is all I am asking, Lily, my dear," he said, opening the door. She looked up at him, and if looks could kill, James would be far worse than dead.

"I hope you're happy," she said shortly. "And don't forget, we have hallway patrol duty tonight."

"I'll be there. See you Friday, ten o'clock?"

"Whatever, Potter," she said, turning and striding off down the hall.

---

Back in the common room, Remus and Peter were blushing deeply, while Sirius was laughing. The reason, you ask? Because James had rigged the portrait hole so that when they walked in, flashing lights appeared in the air spelling out: "Sirius Black, Peter Pettigrew, and Remus Lupin make a sexy threesome!" He had called everyone down to the common room and all had seen, which had caused the scene now unfolding.

It was not long after this that a certain Lily Evans walked in, rolled her eyes at the words, and ran up the steps to the girl's dorm. Her friends were all downstairs, which she was glad for. Glancing at her watch, she noted that she had an hour left before she had to head down. Great. One more hour of my life to kill, she thought. She pulled out the homework she had gotten that day in Transfiguration. Before she knew it, the hour had gone by. She took a deep breath and meet James just outside the portrait hole.

"Right. Let's start patrolling," she said, anxious to have this over and done with. James ran a hand through his dark hair and nodded. It did not take them long to see that the halls were empty, devoid of any activity whatsoever. Before she knew it, they had found their way to the eighth floor-the last one they had to check. They proceeded down, but had barely gone fifty feet when James stopped her.

"Wait. I think I heard something," he said, motioning towards an oak door they had passed. They doubled back and listened, but heard nothing. "Guess it was just my imagination," he offered, shrugging.

"Well, let's get on with it, then," Lily responded. When they started heading back, a door suddenly appeared out of nowhere. "Was that there before?" Lily asked, unsure if she was seeing things. James shook his head. "Let's see what's inside." Before she could protest, he had grabbed her hand and pulled her in.

The room was light by candles, and two beanbags sat in a corner of the room. There were cupboards filled with food, and, much to Lily's delight, a bookcase.

"The books were your idea, I am assuming, because I certainly wasn't planning on seeing them in here." Lily nodded.

"What is this place?" she asked, wonder evident in her voice.

"I like to call it the 'Room of Requirement,'" he replied. She took in her surroundings for a few more minutes before turning to James. "Why did you bring me here?" she asked, green eyes narrowing.

"Well, Lily, you recall that we decided to make our date Friday at ten. You obviously assumed, as I thought, that I meant next Friday. No, love, I meant this Friday. Today." He smiled and picked up a flower that was on a table beside him. Funny, she thought, I didn't notice that before...

"So, Lily dear, what do you say to a candlelight dinner?" Surprised, she was only capable of nodding. Out of thin air, a meal appeared on the plates.

"I...er...cut a deal, you could say, with the house-elves," he said in response to her questioning look. She rolled her eyes at him, but was impressed all the same. They ate for a while in silence, and when the meal was over, they sat there, avoiding each other's eyes. Then James spoke up.

"I know you come from a Muggle family...and I happened to discover that they watch these things called televisions, and I thought you might like to watch one..."

"I can't imagine how you would 'happen' to discover television, but I wouldn't say no to watching a movie on one," she replied with a small smile. She followed the direction of his gaze and found, to her astonishment, a telly which the beanbags were positioned in front of. What is this room? Do the surprises never end? She rummaged in the cupboards for a moment before finding a bag of Reese's' Pieces and a Coke. James looked at her strangely, but she laughed and shook her head. "Muggle stuff," she replied.

They positioned themselves comfortably and James looked confused. "The thing I don't understand is how to turn this bloody contraption on," he explained. Lily laughed and pushed the power button. She began to flip through the channels, pausing to see each one as she passed it. How does this work? It runs on electricity...and that sort of stuff is supposed to stop working when you get near Hogwarts... As if reading her mind, James then spoke up.

"For the longest time, I couldn't think of how to get a...television, right? Yeah, television. Anyway, I wasn't sure how I was going to make one work here at Hogwarts. But then I thought, you know, this is the Room of Requirement. It can do anything. And besides, I bet it runs on magic here. Like those Muggle cameras that people bring in. How else would they be able to take those pictures in Hogsmeade?" Lily nodded, and then glanced at the channel she had stopped on. 'It's A Wonderful Life'...I love this movie. Always have. She looked at James. "Wanna watch this?" He grinned back.

"Sure. Let's see what kind of stuff you Muggles can come up with."

For whatever reason, Lily found that she enjoyed it as she never had, despite the fact that she had seen it several times before. Sometime during the course of the movie, James' arm came around her shoulders, but she said nothing.

Before she knew it, the movie had ended and James was helping her up.

"Well, Lily dearest, before it gets too late I think we had better get ourselves back to the common room."

"Yeah, I guess you're right," she replied. "You know, I thought this evening would be horrible at the beginning, but you proved me wrong."

"But, Lily! Nothing that has anything to do with you could possibly be horrible!" he said with feigned shock.

"Oh, don't be si--James Potter! You're just trying to get a snog out of this, aren't you?"

He flashed her his trademark cocky grin. "You know it, love," he reponded, then leaned in to kiss her. It wasn't passionate and hard, as she had expected from someone like him, but tender and sweet. Their lips only met for a brief period of time before he pulled away.

"The common room awaits our return," he said, motioning towards the door.

A blanket of silence descended over them as they neared the Gryffindor Tower. They stepped inside the portrait hole, and everyone was still up partying and laughing. Much to Lily's relief, no one saw the two enter together.

At least, no one except the one person who mattered. However, Lily didn't notice this as she dashed up the steps to the girl's dorm, taking two steps at a time.

The ruckus began to die down eventually, and Lily worked late into the night in the common room on an essay for Arithmancy. Her eyes grew heavy, and right as she was about to fall asleep at the table, the portrait hole swung open.

"Oh," said Remus as he stepped in and avoided meeting her eyes. "I thought everyone would be asleep by now."

"That's okay," she responded. "I was just thinking about heading to bed myself."

"Oh," he said again.

"Look, are you okay? You've been acting odd all day."

"You think?" he asked, suddenly seemingly angry, or perhaps sorrowful. "How can you do this to me, Lily?" The hurt shone in his deep grey eyes. "I loved you. I still love you." She saw the tears that threatened to fall, held back only by sheer force of will.

"Remus, that was all in the past! We've both got to move on! We both know it would never work!" she pleaded with him.

"Yeah, because I'm a werewolf, right? We went through this whole conversation in our fifth year, remember? I don't want to have to relive that. So good night." He stood up.

"No!" she shouted, tears now streaming freely from her own emerald eyes. "I hate it when you talk like that, Remus," she said, standing up beside him and looking into his eyes. "You know that's not why."

"Then why, Lily, why?" he asked. "Why make me go through all that? It hurts me inside when I see you with James, and you know it," he said, taking her hands. As if she had been burned, she unlaced her fingers from his.

"Since when were you my mother? It's not up to you who I date and who I don't--it's my life! Not yours! So don't try to live it for me!" she said, her voice escalating to a shout. Remus took a step backward, as though afraid she might hit him.

"I'm not, Lily! I'm just telling you how I feel! Can you honestly say that you don't feel anything for me?" This comment seemed to hit home, and she was silent for a moment.

"Honestly, Remus? Honestly, I don't...don't know..." she left off. "Honestly, I miss you. But--" He cut her off before she could finish.

"How can you have missed me? I've always been right here, waiting for you to realize that I'm the one."

---

James sat up and yawned. The dorm was still dark, with a stream of moonlight flooding in through an open window. Why the bloody hell are people down in the common room talking so loud at this time of night? Wonder who dared to stay up and party without telling me...

He slipped down the stairs, and as he reached the bottom, he glanced up, just in time to hear Moony say to some girl,

"How can you have missed me? I've always been right here, waiting for you to realize that I'm the one." Right on, Moony! I knew there was a girl you'd find someday... he thought with a smile. He watched Remus and the girl kiss, her features cloaked in shadow though Moony's quite recognizable. Remus obviously cared about this girl very much, and it didn't look like they would be stopping anytime soon. He was about to turn to leave when the mystery girl shifted and the light hit her face. She looked vaguely familiar, though without his glasses, she appeared blurry. All that he could recognize was her hair, which was auburn. Just like Lil-- Then it hit him, and he realized that it was Lily. His Lily.

---

Lily's breath was taken away, but then she suddenly felt the warm embrace pull away. She looked up and saw James. Oh, bloody hell.

"James...this isn't...it wasn't....what you thought...." She was left speechless. It isn't supposed to happen like this, it isn't supposed to happen like this!

He looked from her to Remus, then back to her. "Lils...Lils...but why? I thought you'd finally started to love me, this year, how can you do this to me?"

"I...he...it just...we were talking...and this...happened..." she stuttered.

James seemed to be completely dumbfounded. It appeared that he was trying to form more words, but none would come. Finally, he ran his fingers through his messy hair, shook his head, and went back up to the dorm. Lily watched him go, and then turned to Remus.

"Good night," she said shortly before disappearing up her own staircase.

---

James heard Remus open the door and fall into his bed. He repressed tears as he turned his face into his pillow. Why? Why me? All I want is for her to love me...what does he have that I don't? Why do I have the ability to make every girl except for the one that matters fall for me?

He flipped onto his back and stared up at the ceiling, and sighed. So. What do I do now? If this story gets out, I'll look like an idiot. He fell asleep as he was still contemplating the consequences of everyone's actions of the night.
A/N: Hmmmmmmm. What happens next? *whistles innocently* Hey, don't look at me!