Disclaimer- All characters and places belong to the amazing JK Rowling. I write for my fulfillment as well as others. Thanks to my beta's Midnight Marauder and Mawguy. Where would this story be with out ya?

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My name is Lily Evans. I am a seventh year student at the Hogwarts School of Witchcraft and Wizardry. I'm also Muggle born; this means there are some here -- mainly those nasty Slytherins -- who think I shouldn't have been allowed to attend. They think the only people who should be allowed to attend Hogwarts are Pure-bloods, students whose ancestors were all witches and wizards. Thankfully, not everyone thinks that way. Especially not James. James Potter. He is such a prat. But I love him; I haven't always. I used to loathe the sight of him. He was -- actually still is -- rather a show off. Always running his fingers through his hair, playing with a Snitch and being quite awful to Snape, although I don't catch him quite as often as I used to.

I suppose my attraction to James began with Remus Lupin. Dear Remus.

It was late one evening in my sixth year and close to exam time. Remus had always been a rather sickly looking boy, but that night he looked especially terrible. I would soon discover just why that was.

I was studying Dark Arts in the Common Room. James and his friends Peter and Sirius had already gone up to their tower room. Remus had chosen to stay downstairs for a while longer. Being sick so much of the time and skipping classes every once in awhile, he studied harder and longer than the rest. The Common Room was silent but for the turning of our pages and the occasional writing on parchment. An almost full moon outside the window cast a bright light across the floor. Remus kept glancing nervously at it. I was having some trouble with my DADA homework and went to ask for his help.

"Remus, would you mind helping me on the werewolf essay? I promise to help you with your potions homework in return." I smiled at him. I would never have asked this if James was there. He would never have let me forget it. Remus smiled back, though it was a rather wan half-smile.

"Of course Lily, what do you need to know?"

"Professor ---- asked us to write about the lives of werewolves and mentioned it would probably be on our finals, but I'm having a hard time finding some good information. I hate to copy from the same book as everyone else. I heard him compliment you today on writing an excellent essay."

"Ah yes, well, he was very kind." And so began a very nice hour where we discussed werewolves and their lives and how they were treated in society.

"That is really terrible." I said at one point. "To think people will judge them so quickly! Most of them are only evil once a month, and I'm sure precautions could be taken."

"Yes, but there are enough bad ones to make people suspicious of them all." A little while later, James came sleepily down the stairs.

"Hello, Potter. I didn't realize we were on a first-name basis." I then picked up my bag and left quickly, not wanting to hear his teasing. Surprisingly, he said nothing, he followed me, reaching out to grab my arm, I was already half-way up as he placed his foot on the first stair. And that's when it happened. The stairs collapsed, becoming a slide. I found myself on top of James. I'd never been so close to him before, those dark hazel eyes staring into mine. It was then I really took notice of his face. His strong features, dark eyebrows. I suddenly found myself looking at his mouth, wondering if what it would be like to kiss him, when he spoke,

"Hello, Beautiful," he said, breaking my though pattern and bringing me back to my senses. I was up, up the stairs, into my dorm, slamming the door behind me. I sat down on my bed breathing hard. What had just happened? I'd wanted to kiss James and almost had I found myself thinking about how handsome he was, how...what was wrong with me? I was supposed hate him! How could I possibly like some one who was always showing off, teasing Snape and generally causing disturbances with his friends. I slowly changed into my pajamas and crawled into bed. But sleep brought no relief: my dreams being filled with his face.

Morning came and went. I avoided James as much as possible the next day. Not that it was an easy thing to do. Being in all the same classes, it was hard not to see each him. I was simply too confused about how I felt to talk to him. So I did my best to ignore him.

After lunch I had a free period and not wanting to be in the Common Room were James was, I made my way down to the lake. I was surprised to find Remus out there as well. Looking even worse than the night before. His face was pale, and his eyes were full of sadness.

"Hello, Remus," I said, catching up with him.

"Oh, hello Lily." He quietly replied.

"Are you alright, you seem to be a bit down."

He smiled, "Nothing for you to worry about Lily. I'll be alright in a day or so."

"I don't think I had the chance to thank you last night for helping me with my homework."

He nodded. "Do you mind if I walk with you?" I asked, "I could use some company and fresh air." Again he nodded.

As sweet as Remus was, and as much as I enjoyed his company during that hour, he could not take James off my mind. It wasn't that we talked about him, no we talked about school, family, our summer plans and the like, but still my mind dwelled on James. What was he doing this summer? Why had he been so kind last night? Thoughts like that flitted through my mind as we talked. I could knew I felt differently for Remus then I did for James. I just wasn't sure if what I felt for either was love, or simply friendship.

Night fell. I hoped to talk again with Remus -- that was, if James would ever leave. However, Remus did not appear in the Common Room the entire night. In fact, as I thought about it, he had not been at dinner. My mind wandered from Remus back to the homework I had in front of me. Soon the Common Room was empty. James had gone upstairs an hour before. Not that I had been watching him of course. The full moon cast a white light across the floor; it was really a lovely night. Suddenly, I thought I heard a noise coming from the stairs to the boys' dormitories, but when I looked, there was nothing there. A moment later, the portrait hole door opened and closed. Strange, I thought, why would that happen? I considered getting up to check, but decided against it. Then a moment later, the door opened again. This time I was sure I'd go check on it when James stepped through.

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I was shocked. He had gone upstairs an hour ago hadn't he? He didn't seem to realize I was there, he seemed to be looking for something. Suddenly he smiled, bent over and picked up a piece of parchment. He was evidently getting ready to leave when he saw me and stopped.

"Lily!" He exclaimed, seeming a bit surprised to find me staring at him. He slipped the parchment into his back pocket.

"Potter. I'm surprised to see you here. I was sure I'd seen you go upstairs not to long ago. A bit after curfew isn't it?"

"Oh watching me now, are we, Lily?" he replied. I opened my mouth and closed it again, realizing what I'd just said. To my utter surprise, I felt myself blushing furiously. James came and sat down in the chair next to me. I glared at him and he ignored it.

"What were you and Moo-, I mean Remus, talking about so intently last night? He commented about what I a nice time the two of you had last night."

"Werewolves, if you must know. I was...I was having trouble with that essay." I replied. For a moment James looked rather stunned. I prepared myself for his jokes about my needing help, but they never came.

"Moony talked to you about werewolves?"

"Yes, as a matter of fact he did. Seemed rather enlightened on the subject. Said he had a cousin who was bitten." Again a funny look flickered across his face.

"Ah, yes, his cousin." We sat in silence for a moment. James stood up and went to the common room window. It was open and a slight breeze was drifting in. Suddenly the noise of a wolf howling in the distance drifted in, I jerked, startled. James looked out across the grounds and towards the Forbidden Forest. I had never liked the fact that our dorms where on the same side as the Forest, not that I thought they were haunted or anything, it just used to frighten me when I first came to Hogwarts. As the wolf howled again James sighed and slowly closed the window, but he remained there.

And suddenly, it all came together for me. I think I had known it since last night, that I had figured it out, but suddenly I knew it was true. The strange absences, Remus being sickly at every month, the nickname I had heard him called by James and Sirius, why he knew so much about werewolves.

I sat up straight, "It's not his cousin! It's him! Moony...Remus, he's a…oh, poor Remus!" I sat there, my hands clasped in front of me. James looked startled.

"I have no idea what you're talking about Lily. Remus, a werewolf? Nonsense." But as he said it, even he didn't look convinced of the fact. I stood up, walked to the window, grabbed him by the shoulders and made him look me in the face.

"James, look at me in the eye and tell me Remus is not a werewolf." James opened his mouth, paused, and closed it again. Then looked away.

"Lily...he...I.." he stammered.

"Oh, James, he is, he is! It must be terrible. No wonder he always looks sickly. It must be awful to live like that." A tear trickled down my cheek. James looked at me, watching the tear fall slowly down my face. He took a step closer, hesitating, gazing at me, I looked away. His hand reached up, stopped, and then slowly brushed the tear away. I shivered at his touch. This was not the James I thought I knew. He was tender, kind. Not teasing or showing off. This seemed to be the real James. Or maybe just another side of a complex person. Suddenly, his arms were around me. My face buried in his chest, his head resting on mine. I could smell him; a nice soapy smell and even a bit like trees. How long we stood there, I have no idea. Just the two of us, wrapped in each other. He was comforting, not speaking, just holding me.

Finally, I pulled away. Not really wanting to leave the warmth of his arms. But it was late, and I was recovering myself a bit, becoming a little uncomfortable at our intimacy.
"Good night, James." I said and slowly went upstairs. Before I went into my dorm, I looked back down at him, just standing there in the moonlight, watching me. I laid down, not even bothering to change. So, Remus was a werewolf, and for some reason, I no longer hated James. Why was that, I kept asking myself. Was it his loyalty to Remus? The tenderness he showed me tonight? Or the fact that the two of us were growing up. And for the second night in a row, he filled my dreams.

The next morning, I made my way down to the Great Hall with butterflies in my stomach. The thought of meeting James again after last night fluttered nervously on the edge of my mind. What would he say? What would I say? As I approached the Gryffindor table in the Great Hall, I was amazed to find that he was not at breakfast. In fact, none of the self-named "Marauders" were around. I was not surprised to find Remus missing, but I did wonder where the others were. But I didn't have much time to think about it. I had to rush off to Transfiguration.

James, Sirius and Peter all arrived towards the middle of the class, causing Gryffindor to lose thirty points. Yet, Professor McGonagall said nothing about Remus. Only the five of us knew why. James and I didn't speak a word to each other all day. Classes were busy, there being only a week till exams; fifth-, six-, and seventh-year students filled the Common Room, all studying. Remus came in shortly after dinner but said nothing to me. I assumed he was waiting until everyone cleared the Common Room. I was right. Soon, only the Marauders and I remained. Sirius poked Remus and nodded toward me. Seeming to say, "Better do it now mate." Evidently James had told the others as well of my discovery. Remus slowly stood up and came toward me, looking very nervous.

"Lily..." he said, seeming unsure of himself. I stood up, went to him, and kissed him lightly on the cheek. He looked startled, and a little pleased. James, on the other hand, looked angry.

"Remus, I don't care what you are. To me, you are and always will be Remus Lupin. And I promise, no one will hear about you from me." He smiled with relief.

"Thank you," he whispered.

"Now, I believe I still owe you some help in potions."

"Yes, I believe you do."
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