AN: My many thanks to Ally for writing this one. Hopefully my writer's block is now gone. I changed some spelling and words, but otherwise this one belongs to her.

Disclaimer: How many times do I write it… See One…

OO

Phae awoke to a sudden noise coming from the Gryffindor common room. She growled angrily to herself, being slightly annoyed at the sudden intrusion of the noise into her deep slumber. As she shrugged off the feeling of sleep, she was immediately intrigued, remaining silent and still in her bed. She strained against the silence of the night to hear the noise again. As if on cue, it sounded once more, this time slightly louder. Phae stole a glance in the direction of her roommates, and finding them both sound asleep, she swung her legs over the edge of the bed and stood. Her feet hit the icy cold floor and her whole body convulsed. Then, grabbing her robe from the bed post and tying it securely around her waist, she continued to hold her breath in an attempt to stay quiet as she stealthily began to creep down the stairs to the common room.

OO

It took her a few minutes to make it to the bottom of the stairs because of a few creaky floorboards that she carefully avoided. Pleased with her own stealth, she allowed herself a moment to silently smile at her own cleverness after she quickly concealed herself behind the couch. She listened to the whispering voices for a moment before she recognized the low growling voice of Sirius.

"What exactly are you suggesting, Pettigrew? We cannot tell them how we know it all! Do you know the consequences for what we have done?"

"I only think that we should tell a professor!" Peter squeaked.

"Oh, I see…You'd rather be weak and tell… like a little rat?"

Peter hissed exasperatedly before both Sirius and Peter fell silent. Phae almost instantly concluded that James had halted their battle.

"Listen…we cannot tell…and we cannot allow him to be out there on his own when he is dangerous…So we have no other choice but to go out there, as our alternate egos, and retrieve him…. and forget telling anyone, Pettigrew… no one can know…the consequences for telling are far worse than those of having to have a go with Remus…"

"Easy for you two to say, you're not a foot tall…" Peter sneered.

Sirius's bark-like laugh resonated off the brick walls of the common room, braking the silence that succeeded the soft sound of James's whisper.

"Let's go then…We don't have any time to waste…"

"Perhaps I should wait here and keep an eye out for anyone who may be following us…" suggested Peter, as Phae ducked further down behind the arm of the chair but peered around it's corner.

Sirius and James shared a look of exasperation before they agreed to allow Peter to stay. Peter's face lit up with a look of complete joy, as if he had just single handedly won the House Cup.

Phae continued to watch from her hiding place as both Sirius and James left. She was about to attempt to find a way around Peter, when he pulled out his wand and muttered a charm. There was a bright flash of light and a moment later a large, beady-eyed rat sat where Peter had been a moment earlier.

OO

Phae rubbed her eyes with her hands, doubting what she thought she had seen. But sure enough, as her eyes focused once again, Peter was no where to be seen and a large rat sat in the middle of the room.

As realization struck, she laughed to herself. This suddenly seemed too easy! Phae allowed herself to think of her body shifting into that of a cat's and before she knew it her hands were paws and her sight was heightened, so that it seemed as if she was no longer surrounded by the darkness of the night. Noticing that she was no longer cold she looked over herself and found her skin to be covered by a thick coat of orange colored fur. Bloody hell…It had worked!

Feeling more bold and daring than she ever had before, Phae prowled around the corner, stalking the measly rodent that sat on the rug by the fireplace. She was able to get nearly a foot away from the ignorant vermin before he sensed her approach. He squealed and turned tail, running for his life up towards the boys dormitory. She followed for a short distance until he was out of sight. She glared daggers up the stairwell before taking off at a trot to find the other two boys. For some reason though, she did not expect that it would be boysthat she would find.

OO

As she trotted down the hallway, Phae noticed that she was beginning to like the freedom she had as an animorphmagus, but as it would seem, others did not like her freedom nearly as much.

A moment later, she turned a corner and ran straight into Mrs. Norris, Mr. Filch's old, temperamental tabby cat. The cat bristled at the sudden appearance of a strange feline within the castle and began to hiss and claw at Phae. Realizing that fighting with this mongrel would be a waste of her time, she desperately attempted to spot a quick way out.

Behind her a voice called, "Mrs. Norris? What's the trouble over here?"

Filch! The twit would know if she was a student's pet or not! Phae's frantic eyes caught sight of a window, and she bolted towards it, making one passing swat at the fuming tabby, and amusingly enough, left a large scratch on Mrs. Norris's nose while doing so. As she came within six feet of the window, Phae leapt onto the ledge and without hesitation, jumped out into the night.

Finding that she was still on the second story, she closed her eyes, as the ground came rushing up to meet her. Just as she was thinking that she had made the most idiotic decision of her life, all four of her paws hit the soft ground without a sound. After the fear dissipated within her stomach, she remained where she was for a moment, attempting to not become ecstatically happy that all of her limbs were still in one piece.

Just then, Phae caught sight of two dark shadows at the edge of the Forbidden Forest. Without giving it a second thought, she trotted off towards where the two figures had disappeared into the ominous shadows of the looming trees.

OO

His nose pressed to the ground in determination, a large black dog scoured the woods for the slightest scent of wolf. Beside him, a large adolescent buck looked on, occasionally stamping a hoof with impatience. The dog stopped his sniffing to look at the deer then glanced deep into the woods. His gaze darted back towards the towering castle in the opposite direction before letting out a deep growl and continuing his search. The buck's gaze followed that of the dog's back towards the castle, but his eyes were suddenly drawn to the reflection of moonlight in a pair of golden-green eyes.

The deer's sudden snort caused the black dog to jump before he turned his pair of dark brown scowling eyes to the large animal beside him. Finding that his friend was alerting him to something, the dog looked back towards the castle, only to lock eyes with a green-eyed cat. The dog glanced back at the deer before he slipped soundlessly into the surrounding darkness. The buck then began to make his way commandingly towards the officious feline.

OO

Phae watched from a distance as an large black dog and an enormous juvenile buck seemed to look together for something within the outskirts of the woods. Sirius Black and James Potter…but what could they be searching for?

For one reason or another, both the deer and the canine eventually noticed Phae's presence and locked eyes with her. Both of the creatures seemed quite annoyed by her unblinking eyes observing them. Well, it was their fault! They awoke her, after all!

She looked away for a moment only to suddenly find that the deer was walking towards her commandingly. She didn't have to be a buck to catch the hidden message within his steps: Get out of here, or you will regret it.

For a second, she contemplated complying, but then thought better of it. If James Potter thought he could get rid of her by mere intimidation, he was sorely mistaken. Instead, Phae stood and continued to star down the oncoming stag. Two could play that game!

Just as the deer was a yard away from her, the sound of a stick breaking on her right sent her flying around with a hiss only to meet the black dog's snarling teeth. Phae sprang into the air and landed on the canine's back, allowing her claws to sink into his soft flesh, before leaping off of him and running off towards the woods. She threw a glance over her shoulder as she sprinted towards the trees.

Finding that both of the animals were following her, but lagging behind, she allowed her pace to slow slightly, ensuring that they would still be on her tail by the time she found something to hide behind. A moment later, the dog and buck broke through the line of trees, slowing their pace to look around for her. As she thought of another creature, and felt her body follow her mind's direction she snickered to herself. She would love nothing more than to see Sirius attempt to chase her up a tree now!

OO

The large dog and his deer friend stopped dead at the edge of the forest. The cat they had been chasing seemed to have vanished completely. Sirius growled deeply before he set his nose to the ground one more. James stamped a hoof and grunted angrily. Who did this cat think she was? Quite quickly, Sirius picked up the scent and let out a sharp bark to alert James. Both of them began to walk straight towards where Phae had concealed herself. As Sirius realized that the cat had hidden herself behind a bush, he leapt into the air, planning to land upon the cat and pin it to the ground.

Sirius' howl of triumph quickly turned to a whine of terror as he soared towards a vicious and enraged female tiger. The tiger lazily swung a paw at Sirius, and he quickly tumbled to the side. Turning to run in the opposite direction, he found himself cornered against a grouping of large boulders. The tiger approached him slowly, her eyes intently focused on his shivering form. Sirius tucked his tale between his legs and whimpered pitifully. A moment later, the buck came walking through the bushes, only to see Sirius's predicament. At the sight of his friend, Sirius allowed his tail to wag ever so slightly.

That was all the warning the tiger had needed. In a flash she had turned in a fill circle, knocking the deer over her shoulder and back against the wall next to his friend, before ending up facing them as she had been only a second before. The dog and the deer shared a petrified look before they both morphed back into their human forms. Now two shivering boys clung to each other as they avoided the tiger's piercing, hungry gaze. The tiger allowed the malice in her eyes to lessen as she smiled to herself. Now this was the perfect revenge for her pink hair!

OO

Phae took her gaze off the two boys for a minute to listen to the woods around her. For a second she could have sworn that she had heard the rustle of leaves off in the distance. She stood still a moment, listening as only a predator could. After waiting and not hearing the sound again, she dismissed it as nothing and looked back at Sirius and James.

The two boys had drawn their wands and were pointing them at her, waiting for her to attack them. Slightly frustrated at being unable to use her own wand, Phae began to pace back and forth, glaring at the wands and the two boys who held them. After a few moments of pacing, but not advancing on them, the boys began to relax.

Sirius lowered his wand slightly. "James, I don't think she plans on attacking us…"

"Than who is she and why is she following us?"

"There's only one way to find out…" With that, Sirius directed a charm straight at Phae.

OO

Phae let out a enraged roar, but when the charm hit her square in the chest, nothing happened.

The boys gasped in unison. "She's not like us…she's not an animagus…" James said in an impressed voice.

Without warning, a large wolf came thrashing through the trees to the right of Sirius, breaking the boy's awed sense of wonder. The wolf looked hungrily at the two boys, completely missing the intense gaze of the tiger who stood silent a few yards away.

The massive gray wolf stalked towards the boys, eyeing them viciously as he ran his tongue over his muzzle.

"Remus! Please, snap out of it! You're our Remus…YOU are NOT this monster…Do not let it possess you! Remus!" Sirius's desperate voice shook Phae to the core. Sirius was never one to show any sign of weakness, but he seemed genuinely frightened.

"SIRIUS, HEX HIM!" James shouted.

"I…I cant…this is Lupin!"

"DO IT MAN, OR WE'LL BE JUST LIKE HIM!"

Phae was stunned as what they had been saying dawned on her. Remus Lupin was a werewolf? Abruptly understanding the boys' inner struggle, Phae leapt at the wolf, knocking him out of the way before he had the chance to attack Sirius.

Now the werewolf had noticed her. His gold eyes glowered into her green ones and she knew that even if this was Remus Lupin, he was lost deep within this monster who could not be easily persuaded to let his human mind to the forefront.

The wolf lunged at her, teeth bared and claws extended. He grabbed hold of the scruff of her neck and threw her to the ground. Finding her strength, she stood and flung the wolf from her with one swing of her massive paw.

In a mere second, the wolf was back on his feet and locked onto her neck once again. Phae felt a sharp stab pain as a sticky hot liquid began to flow down her neck. Soon, she began to notice large amounts of blood covering the once orange and black fur on her back as well. She continued to throw Lupin from her, but each time he came back quickly, ready for more.

As she began to feel the effects of massive blood loss, Phae realized that her life was on the line. She had to fight back with full force and not care about injuring Remus if she wanted to make it through this! Noticing the increasing amount of blood that was now covering the majority of her body, Phae began to think strategically as she threw Remus off of her once more. She soon decided that her strength could not match the fierce werewolf's power and speed.

He made a lunge for her throat, and she raised herself up on her hind legs to rake her claws across the chest, knocking him to the ground once more before she thought of her body shifting into that of another creature.

OO

A sharp gasp immediately escaped from the silent James and Sirius who had been watching the two beasts battle violently. Blood still gushed from her wounds, but the size of her injuries lessened as her body shrunk slightly, transforming into a somewhat smaller creature.

She watched with disgust as the werewolf stood only to come face to face with an enormous black wolf. The werewolf stared at her, confused beyond all belief, but then quickly looked around, searching for a tiger that he would never find.

Remus then looked back at Phae, and she thought she saw a glimpse of a different emotion cross the beast's eyes. But as soon as she thought that, it was gone, leaving the cold glaring stare of an experienced hunter in its place. The werewolf growled at Phae, but she simply bared her teeth in his direction.

Then, a stroke of brilliance hit her. She raised her massive, dark head and let out a long, drawn out howl into the night sky. The werewolf suddenly looked around, as if in a panic. Knowing that he could handle a single wolf, but not a pack, the werewolf bounded off, his tail between his legs.

OO

Phae immediately collapsed to the ground both out of pain and fatigue. The two boys slowly came over towards her and after a moments hesitation, they kneeled down beside her. Sirius extended his hand to her snout and she turned it away, attempting to say that she would not bite him. He seemed to understand her meaning, and instead, raised his hand to stroke her coat gently.

"Whoever you are, thank you. We were not thinking when we came out here in search of him. We didn't think that he would be so consumed by his other half! He's our friend, but when he's like this…it's just…different." James attempted to explain.

Way to make an understatement, Phae though to herself as she whimpered softly.

It took her a few moments, but after a short struggle, Phae was able to stand. Praying that she had enough strength left for one more change, she imagined herself as a cat and, fortunately, she soon recognized the orange colored paws underneath her.

With one last look at James and Sirius, she raced off towards into the woods, eager to circle around and end up back in the dormitories before the boys made it back.

OO

The next morning found Phae out cold in her bed.

Lily shook her slightly, and after ignoring the curses coming from her friend, she pulled the covers back.

Her eyes snapped open as Lily chided her. "If you do not hurry, we will have to leave without you for breakfast!"

Phae groaned deeply, but somehow managed to get herself up and out of bed. As she walked to the bathroom, she found herself sore and limping. Great! Wonder what people will think of this,she thought as she shuffled into the bathroom.

Once inside she pulled out a hairbrush and began attempting to get the snarls out of her hair, only to find that the majority of her hair was matted with dried blood. Perfect!

She quickly told her friends to go on without her as she hopped into the shower and washed as much of the blood out as she could. After she had finished, she dried herself and dressed in her robes to go down to breakfast. As she was leaving the bathroom, she noticed a deep gouge in the back of her neck. Cringing as she quickly inspected it with her fingers, she decided that her hair would conceal it well enough, and so, with one last glance into the mirror, she began to hobble down to the Great Hall.

OO

Apparently she hadn't taken up as much time as she had thought and found all of the students still enjoying their hot breakfasts. Lily and Becca motioned to her and she quickly joined them. Becca handed Phae a plate, and she began to fill it up with food from the middle of the table, although she had to admit that she was not nearly as hungry as she should have been after a night like the previous one.

She reached for the pumpkin juice only to grab it at the same time as someone else. Phae lifted her tired eyes to see who it had been only to be frozen by Remus' eyes meeting hers. Her eyes widened with fear and anger, but she quickly looked away. Voices echoed within her mind as her alter egos attempted to tell her to get away from him, but she frantically tried to get them to be quiet.

After a very pronounced moment, all was silent within her head and she removed her hand from the pitcher only to find Sirius, James and Remus all staring at her. Caught in an awkward situation, Phae ran a hand over her neck only to pull it back hastily when she encountered the injury there. In the process, her hair was pulled over her shoulder, revealing the vivid purple wound for only a second before she hurriedly moved her hair back. She raised her eyes to meet the boys and found that only Sirius' had a distressed look in them. He had been the only one to see!

Breakfast was over shortly after and everyone got up to go to their classes. Phae hurried away from the table with Lily and Becca, but a hand on her arm stopped her. She turned around to see Sirius standing behind her.

Desperately, Phae looked to her friends for help, but they simply said that they would catch up with her later, and walked of whispering and giggling together.

Sirius's sharp voice cut into her frantic thoughts. "What happened to you?"

"I have no idea what you're talking about, Black," she said, attempting to walk away from him, but was pulled back by his hand on her wrist.

"I think you do! That injury on your neck and the way you seem to be walking today…as if you were sore…" He said incredulously as he gently moved her hair to look at the teeth marks.

"Listen, Sirius, I'd rather not talk about it," she hissed as she slapped his hand away.

"I bet you wouldn't…" He said as he looked her in the eyes. "But if you didwant to talk about it…I would say that you saved James and I last night from a terrible fate that neither of us would like to think about. We both owe you so much and not only that, but you did not harm Remus either and instead, took the beating for him. So as long as his secret is safe with you, you have my silence as well…and my gratitude!"

She smiled at him as he let go of her hand. "I'm afraid that you aren't making any sense, Black, and I do not have the time to attempt to decipher what you are trying to say… I am late to class." She began to walk away, but the sound of her name stopped her.

"Sirius! I am telling you! Whatever you want to say, forget it! …And even if I did help you in some way, you would owe me nothing! I would never admit to having you and James indebted to me! Although, just so you know, if you guys pull any more pranks on me and my friends, one morning you will wake up with fleas! … "

Phae quickly jogged off to class, leaving a very exasperated Sirius in her wake.