The Marauders, Hogwarts, etc., don't belong to me, but to J.K. Rowling.

Remus Lupin's trunk flew open with a soft click. The owner of this worn trunk began lifting his belongings out and placing them carefully within the correct drawers. At first glance, he appeared to be an unremarkable sort of person, the type you would never look twice at in the hallways. He was of average height, neither handsome nor ugly, with golden brown eyes and light brown hair that flopped over one half of his face. Remus would never be one to stand out in a crowd and he preferred it that way. Hardworking and kindhearted, he tended to be a bit more soft-spoken and thoughtful than most boys his age, but was also, in many ways, much more mature than any first year student at Hogwarts.

Today was the young boy's first day at Hogwarts School of Witchcraft and Wizardry. The start of term feast had just ended, and Remus had made his way quickly back to his room in the Gryffindor tower, not waiting to linger in the halls or common room. As he unpacked, his mind whirled with the details of the following day. He was already planning out his study habits and how he would deal with certain difficulties that were sure to arise, when the door suddenly flew open with a loud bang. Two dark haired boys came tumbling in, laughing and joking with each other. Remus could only assume that they were two of his three roommates for the year. He had already met one other, a small timid boy named Peter Pettigrew. Peter had scurried into the room only a minute or so after Remus had arrived, thrown his belongings into random drawers, and after a hasty introduction, had scrambled back out into the common room, glowing with excitement and nervousness. The two newcomers, however, seemed the perfect opposites of Peter.

The boys stopped short at seeing Remus in the room. One of them stepped forward, his hand held out in greeting.

"James Potter. I guess you're one of our roommates this year." He had a friendly smile, his brown eyes snapping behind his wire-framed glasses. His untidy black hair gave the distinct impression that he had been blown into the room by a gust of wind.

James' companion stepped forward as well, mirroring James' gesture. "Sirius Black." Sirius was slightly taller than both Remus and James, and gave off a strong air of self-confidence and assurance. He was a handsome boy, with grey eyes and dark hair that fell in graceful strands, unlike his companion's.

Remus cautiously shook the proffered hands of the boys in front of him. "Remus Lupin. Nice to meet you."

The three looked at each other a bit awkwardly, until Sirius motioned towards the remaining unpacked bags. "Let's get a move on, James. Our bags aren't going to unpack themselves, you know."

James rolled his eyes. "We can only wish." With another grin at Remus, he turned towards his waiting trunks.

In the days that followed, it became a habit for Sirius, James, Peter, and Remus to hang out together. The fact that they were roommates and had most of the same classes together helped them begin to form a close friendship, despite their many differences. James and Sirius proved to be the kind of people who somehow manage to become popular, no matter what. The two quickly grew to be some of the most admired students in the first year, while Peter and Remus, though not unpopular, weren't as well-known as their comrades. Peter eagerly accepted the attention that came along with being with James and Sirius, while Remus, though he didn't care much for the attention, was pleased and secretly surprised to be included in the group. Despite the growing bond between the four, he was still careful to keep his deepest secret from his new friends.

It was a warm spring night, and Remus could feel the cool breeze float in through his bedroom window. The moonlight streamed in, making shadows on the walls of his room. Remus tossed and turned, unable to sleep. Getting out of bed, he crossed the room to his window, propping his arms on the sill, and placing his chin on top. Shadows danced across the lawn and not far away, he heard a wolf howl. A look of puzzlement crossed the young boy's face. A wolf? Here in town? That couldn't be right. Leaning farther out the window, his eyes scanned the shadows, as if expecting to see a wild animal in his own backyard.

A slight movement to his right caught his attention. A shadowy figure moved in the bushes. Remus peered out, more curious than alarmed. He could hear a soft panting sound, as the shape seemed to look around the yard. It turned, catching sight of the boy, its eyes glinting in the moonlight.

Remus caught his breath. The figure growled and moved out of the shadows. It appeared to be a wolf, but somehow Remus knew it was not. The creature crept across the lawn, never taking its eyes off of its watcher. Remus knew something was wrong and stumbled back from the window. At that moment there was a howl from outside, and as Remus ran for his bedroom door, the creature leapt inside with a vicious snarl. In one movement it grabbed the terrified child, its razor sharp teeth slicing open Remus' forearm.

Remus screamed in agony, clutching his bleeding arm, unmindful of the creature standing over him, or of his father, who had burst into the room, wand drawn, awakened by the howls and his child's screams. All the boy knew was the flaming pain in his arm, spreading through his whole body like fire.

His father's spells drove the snarling animal back through the open window, and his mother rushed into the bedroom, snatching her bleeding, screaming son from the floor. Remus knew none of this. His mind was consumed by pain; pain that some part of him said shouldn't be this bad. He didn't know when his parents rushed him to St. Mungo's or when he passed from his mother's arms into the healer's; all he knew was the terrible consuming fire….

"Remus!"

Remus' eyes snapped open and for a second he stared in confusion at the face of Sirius Black above him. He was lying in his bed at Hogwarts, with the curtains pushed aside and Sirius standing over him, his grey eyes filled with concern.

"You alright?" he asked quietly.

Remus fought back a shudder as he remembered what he had awoken so abruptly from. "Yeah, fine."

"You were screaming." Sirius said bluntly.

"Sorry. Did I wake anyone?"

"Yeah." Sirius said with a slight grin. "I wouldn't be standing here if you hadn't."

"Right." Remus couldn't keep his face from flushing.

"But don't worry," Sirius continued. "James sleeps like a rock. You couldn't wake him if you tried. And believe me, I've tried."

Remus allowed himself a slight grin.

"As for Peter," Sirius lowered his voice to a whisper. "I think you woke him, but he's too terrified to admit it. You probably gave him a real scare." The two glanced over to where Peter's bed hangings were still tightly closed and not quite convincing snores were emitting from behind them.

"Sorry." Remus repeated.

Sirius shrugged. "You can't help it. What were you dreaming about?"

"I don't remember."

Sirius looked at him shrewdly. "If you say so. You sure you're alright?"

"Yeah, thanks." Remus did his best to calm the churning in his stomach.

"Alright." Sirius gave him a half smile and closed the curtains around the bed.

Remus sighed and fell back onto his pillows. He knew why he'd dreamed what he did. He relived that moment often, especially just before the full moon. Just before he would become a werewolf.

He pulled the covers over his head and tried to fall back asleep, praying that his night would be dreamless.

Outside the Gryffindor tower, the moon glimmered brightly. Just a small sliver remained dark. By the following night, it would be full.

Remus went through the next day barely saying a word. His quietness was not lost on his friends, who tried in vain to break his moody silence. He rushed through dinner that night and mumbled some excuse about needing to finish his homework and left his three friends looking after him in bewilderment.

Remus flew up to Professor McGonagall's office, who was the head of Gryffindor house. Taking a deep breath, he knocked on her door.

"Enter."

Remus opened the door and peered inside. Professor McGonagall looked up from her desk, and upon seeing Remus, stood up.

"Ah, Lupin." She pulled her cloak off of its hook and proceeded to put it on, placing her wand inside her pocket. "I expect the headmaster has gone over tonight's procedure with you?"

Remus nodded mutely.

"Good." She looked at his pale, miserable face, and her expression softened. She placed a hand on his shoulder and gave him an encouraging smile.

The two walked through the deserted hallways and out onto the grounds. The sun had barely set, and the moon had not yet come into view. Professor McGonagall led him to a large willow tree which waved its branches threateningly at the newcomers until a quick spell from McGonagall froze it in its place.

"There you go, Lupin." She motioned to a tunnel now visible near the roots of the tree. "Make sure you check in with Madam Pomfrey as soon as you return. You'll probably be missing classes the following day?"

Remus nodded.

"Very well." McGonagall seemed sorry to leave him alone. She gestured in a sort of helpless way. "Off you go then."

Remus slipped through the frozen branches and slid into the tunnel. It proved to be a rather long walk, during which he had plenty of time to think about his situation. He was grateful for the headmaster's willingness to allow him to come to Hogwarts. Not many people would allow a werewolf into their school. He just wondered how a secret like this could be kept from the rest of the students, especially his friends, who were bound to notice his absence.

As Remus entered the large house that had been created especially for this purpose, a sense of despair seemed to fill him. He was on his own now. There was no one to help him, no one to watch over him. He sat cross-legged on the floor to await his fate.

He didn't have long to wait. As soon as the moon's light lit the sky, the boy felt the familiar painful sensation of his transformation beginning. He lifted his face to the sky and let out a mournful howl.

Remus was correct in thinking that his absence would not go unnoticed by his friends. The three waited up for him that night, and when he didn't show up that evening, or for classes the next day, they took their concerns to Professor McGonagall who coolly informed them that Remus' whereabouts were none of their concern.

That evening, when the three friends entered their room, they found Remus sitting on his bed, poring intently over a book.

"Remus!" James yelled, throwing out his arms. "Where on earth have you been?"

Remus hesitated, then replied, "It's my mother. She's very ill and I went home to see her."

"Oh wow." James said, a look of concern on his face. "Will she be alright?"

"I think so. I'll be visiting her at least once a month if she doesn't get better. The healers say they don't know how long it'll take for her to improve."

Remus looked at the sympathetic and concerned faces of his friends and felt a twinge of guilt for lying to them. But there was no way he could tell them the truth…

This facade went on for several more months, with Remus disappearing once a month and telling everyone who asked that his mother was ill. However, his friends were starting to get a bit suspicious, and were wondering if there was more to his story than he had told them.

"You know," Sirius said thoughtfully, looking around at Peter and James. It was one of the times during which Remus disappeared, and the three were eating supper by themselves, Remus having left only a few minutes earlier. "Do you ever get the feeling that Remus isn't telling us something?"

"Like what?" James asked curiously, pouring more pumpkin juice into his goblet.

"About his mother." Sirius put his fork down and folded his arms on top of the table. "And where he goes every month."

"He said she's sick." Peter frowned. "You don't believe him?"

"It's not that I don't believe him, it's just that I'm wondering if the situation is more serious than he's admitting."

"You think she's dying?" James asked.

"Possibly," Sirius admitted. He started to count on his fingers. "She's so sick that he has to leave every month to see her, she's been sick for, what, six months now? And if you haven't noticed, every time Remus comes back he looks like he's the one who's been ill."

"I've noticed." James had also stopped eating. "He looks terrible. All white and weak. I wonder if he even sleeps when he goes home. He must be really worried to come back looking that bad."

"And he always leaves on the night of the full moon." Peter said absently. The other two turned to look at him.

"What did you say?" Sirius asked, eyebrows raised.

"I said, he always leaves on the night of the full moon." Peter repeated. "Why? Do you think it's important?" Peter looked excitedly from one to the other.

James and Sirius were looking at each other in shock.

"Merlin's beard," whispered Sirius. "I think you've hit on something, Peter."

"Really? Maybe…maybe…oohh! I know! Remus' mother is a…get this…a werewolf! That's why he goes home to be with her every month on the full moon! That's why he's so upset when he comes back!"

"You know," James said, rising from his seat. "I think it's time we did a little extra research on the subject of werewolves."

It was easy for the three to research the following day, for they knew Remus wouldn't reappear until that evening. They scoured the library during lunch, and Sirius had even approached their Defense Against the Dark Arts professor after class to ask about werewolves. The friends compiled their notes at the end of the day and were becoming more and more convinced in their theory about Remus' mother. They were careful not to let Remus see what they were doing, for they didn't want to upset him, not since he had just gone to visit her. They weren't quite sure whether or not to even mention it to him. Obviously he hadn't brought it up himself, so it didn't seem he wanted anyone to know.

It was an afternoon about a month later that resolved their dilemma for them. That particular day, they had had their potions class, in which Peter's cauldron had exploded, covering him in his potion, which had apparently gone badly wrong, as Peter had suddenly swelled up like a balloon and turned a beautiful blue color.

James and Sirius had volunteered to escort him to the hospital wing, and did so, trying their best not to laugh too hard at poor Peter.

Madam Pomfrey took one look at Peter, shook her head, and motioned for the two to pull him over to one of the beds. She poured a bubbling potion into his mouth and instantly he began to deflate and change color.

"This will take a couple of minutes," she informed Peter. "But once you're finished shrinking you can go." With that, she pulled a curtained screen around the bed and bustled off to tend to another patient.

James and Sirius sat down on Peter's bed to wait. "Well that certainly made potions a bit more interesting." James said grinning.

"Absolutely." Sirius chimed in. "Next time…" He stopped in midsentence when he heard a familiar voice coming from across the room.

"Are you sure you're ready, Lupin?" Madam Pomfrey was asking. "Usually you're unable to leave until later…"

"Thank you," Remus said firmly. "But last night went rather well. I think I'll manage."

"Well, you go right up to your room young man and rest. Study if you must, but don't overexert yourself."

"I will."

"Go on then." There was a soft whoosh of curtains being pulled aside and footsteps sounded along the floor to the infirmary door. Sirius peeked out into the room and pulled back suddenly, his eyes wide.

"It's Remus!" he hissed.

James took a turn looking out at their friend. "No way!" He muttered. "No way!"

The two returned to Peter's bed as they heard Madam Pomfrey approaching. By now Peter was basically back to normal. She took one look at him and announced him fit to leave.

They took their time heading back to their classes, discussing this new development.

"I can't believe we didn't see it!" James groaned smacking his forehead. "It's Remus who's the werewolf, not his mother!"

"I bet he hasn't been leaving the grounds at all." Sirius added. "He just made up that story because he didn't want anyone to know."

"He didn't trust us at all!" Peter said, somewhat indignantly.

"Who can blame him?" James replied. "I certainly wouldn't tell anyone if it was me."

"So how are we going to confront him?" Peter asked.

James and Sirius looked at each other. "I say we just come out with it. No beating around the bush." Sirius said firmly. "We tell him our theory, give him our evidence, and wait for his answer."

James nodded slowly. "We have to make it clear that it doesn't matter to us. That we'll stick with him, no matter what. Right?"

The others nodded in confirmation.

"Good. Then we'll speak to him tonight."

Remus didn't appear for supper, and the three rushed through eating, wanting to make sure that they got their friend by himself.

They entered their dorm room to find Remus sitting on his bed, studying as usual. His friends approached him carefully.

"Hey," James said, somewhat nervously.

"Remus looked up from his book. "Hey. Did I miss much in class today?"

Sirius shrugged. "Just the usual piles of homework and necessary lectures you need to memorize to pass your exams."

Remus rolled his eyes. "Wonderful." He frowned suddenly and looked around at his friends. "Is something wrong? You all look worried."

Peter started wringing his hands, looking even more nervous. Sirius and James exchanged glances.

"You see, the thing is...well…" James looked at Sirius for help.

"We know you're a werewolf, Remus." Sirius said quickly.

What little color was left in Remus' face vanished. "Wha…that's…" he shook his head. "That's the most ridiculous thing I've ever heard! Why…"

Sirius broke in, now speaking more calmly. "We've thought about this long and hard, Remus. We saw you leaving the infirmary today." He leaned forward onto Remus' bed. "You haven't been visiting your mother have you? She's not sick at all, is she?"

Remus was absolutely petrified. How had they found out? What could he do? Run? Lie? He felt as if he was going to be sick.

James looked at the stricken look on his friend's face. "Listen, Remus," he began, reaching out towards him. Remus shrank back. James stopped, his hand in midair, looking upset.

"How did you find out?" Remus whispered.

"We saw how long your mother was sick," Peter piped up. "At first we thought she was the werewolf, so we did some research." Peter was speaking faster and faster. "Then we saw you in the infirmary today and we put it all together." He produced their werewolf notes from his pocket. "You even have all the symptoms of a…" His voice trailed off as he saw that Remus was looking at him with the utmost horror on his face.

"How many other people know?" Remus' voice could barely be heard.

"No one." James answered. "We…hey! What are you doing?" Remus had leaped off the bed and rushed to his drawers, yanking stuff out of them in a maddened frenzy.

Remus didn't answer, but dragged his trunk from under his bed and began shoving stuff into it.

"Remus!" Sirius held his hands up as if to stop him. "What are you doing?"

"Leaving!" Remus couldn't keep the desperation from his voice. "You found me out – congratulations. Now I'm leaving here before anyone else finds out and has me kicked out as a monster. Don't!" James had once again stepped forward to calm him. "Don't touch me!" He screamed. "I'm a monster, remember? Diseased, cursed, filthy…" Sirius cut him short by stepping up and yanking his things from his hands.

"Remus!" He yelled back. "Look at me!" Remus stopped short and stared at him, trembling. Sirius softened his voice as he saw the pain in his eyes. "Listen, we didn't come here to threaten you, scare you, or get you expelled. We came here to let you know that you are our friend and we will stand by you no matter what."

Remus looked at Sirius in bewilderment, not daring to believe what he was hearing.

"We want to help you Remus." James said. "We don't see you as a monster. You're perfectly human…you've just got a…problem, that's all."

"We'll stand by you, Remus." Peter said, nodding in agreement. "We won't leave you."

Remus didn't say anything, but simply stared at the people around him. This was not the reaction he'd expected. Could he dare to trust them? Could he believe that they would stay with him?

"We swear we won't desert you." Sirius said, seeing the indecision on his face. "We don't care what problems you may have." He gripped Remus' shoulders. "You are and always will be our friend."

"So you better get used to it 'cause you're stuck with us." James grinned.

Remus sank onto his bed and buried his face in his hands. The love and care he felt coming from his friends overwhelmed him. He was accepted – just the way he was. They didn't care that he was a werewolf, they didn't care that he was dangerous; they saw him as a human being – their friend. Tears filled his eyes and he began to sob.

The other three were a bit taken back by his reaction, but quickly surrounded him, comforting and reassuring him.

That night brought them closer together than ever before. Remus especially felt the change. He no longer had to worry about hiding his situation from his friends, and he knew that he could trust them to keep his secret. As for Peter, James, and Sirius, they were faithful in helping Remus as much as possible. They would take careful notes in class for their friend, write up a list of assignments from each class, as well as make frequent visits to the infirmary during lunch and any free time they had.

Remus was extremely grateful for their kindness and couldn't imagine a way they could do anything more for him. Unknown to him, however, his friends had other plans. It was James who came up with the idea.

"You know, I've been thinking." James was lying on his bed, staring up at the top of his canopy.

"Oh no," Sirius looked up from the book he was reading. Peter looked over with interest from where he was sitting in the window. "That's always dangerous, James, especially when it's you." He grinned. "What sort of scheme has popped into your head?"

James sat up and pulled a book out of his pack and tossed it to Sirius. "Page 475."

Sirius opened the book without comment, but raised his eyebrows as he read the section. Peter had crossed the room to join Sirius and was now reading over Sirius' shoulder, mouthing the words silently.

"Animagi. Impressive, but what're you thinking?"

James didn't answer directly, but began describing the qualities of an Animagus. "A wizard who is an Animagus has the ability to become an animal at will. A wizard chooses to become one instead of being born with the ability. It's sort of the opposite of a werewolf."

"A fascinating subject, James, but…"

James continued talking. "And did you notice that Animagi aren't susceptible to werewolf bites?"

There was a moment of silence in the room as Sirius skimmed the passage again. A huge grin was growing on his face. "I think I can see what you're getting at!"

Peter looked from Sirius to James, then back again. "Oh no. No, no, no."

"Oh come on Peter!" James said excitedly. "If we could find out how to turn ourselves into Animagi, we could be with Remus when he transforms. We could keep him company – he wouldn't have to feel so alone." He thought for a moment, then added, "And it would be the best adventure we've had so far! Can you imagine the possibilities?"

"But how?" Peter asked doubtfully.

"The book doesn't say." Sirius said thoughtfully. "But I'm sure we could figure it out." He began flipping through the pages. "Did it say whether we can choose a form to change into, or would we be stuck with what we get?"

"I think it's based on our personalities." James replied. "Hopefully we'd get something useful. I doubt if we'd do much good if we suddenly transformed into fish. Flopping along the ground wouldn't really get us anywhere."

Sirius frowned thoughtfully. He ran his hand through his hair and looked around at his friends. "It's a good idea, James. I think we should go for it. Peter?" He looked at his friend expectantly.

Peter sighed and shrugged. "Alright. If you guys can figure out how to do it, I'm in."

"That's the spirit!" Sirius said, clapping him on the back. "And we already know your opinion, James."

"How long's it going to take us to figure it out?" Peter asked, who was already starting to warm up to the idea, now that it had been decided.

"Dunno. It could take us a while, since we're just finishing our first year." James looked thoughtfully out the window.

"We'll do it, no matter how long it takes." Sirius said firmly. "But whatever we do, we must not tell Remus. Can you imagine what he'd say?"

"Yep." James smirked. "He'd freak."

"Alright. So we do this no matter what, and we keep it secret from everybody else, agreed?"

"Agreed." James and Peter confirmed.

In fact, it took them over three years to figure it out. It was during their fifth year at Hogwarts when they finally had the ability to cast the spell and become Animagi. They did it one weekend in one of the many hiding places they'd discovered within the castle. Once they had gotten used to their new forms over the next week, transforming whenever possible, they were ready to show their friend.

They gathered in their room one evening and waited for Remus to finish with his Prefect duties for the night. Remus entered the room around eight, looking tired. The full moon was the following night, and already he could feel it begin to take his strength.

"Hey." He glanced at his friends.

"Running a little late tonight, aren't you?" Sirius asked casually.

"Remus removed his robe and tossed it on the chair next to his bed, then began to take out his books to study. "Yeah, well, there were some third-years who were setting off explosions in the Great Hall. That took a while to sort out." He pressed his hand to his forehead wearily and looked out at the half hidden moon.

James motioned for the others to follow as he went to stand in front of Remus' bed. "We have something that we want to talk to you about."

Remus looked at them warily. "If it's another prank, I'm…"

"Just watch." James took a deep breath and suddenly transformed into a large stag. At almost the same time, Sirius reappeared as a large black dog, and Peter became a small grey rat.

"Merlin's beard!" Remus shrieked. "What have you done?"

In an instant the three were back to normal.

"Well you see," Sirius said casually, leaning against a bedpost. "James here had the brilliant idea in first year that we should become Animagi."

"Animagi? You've been planning this since first year?"

"It took us a bit longer to figure it out than we expected," James admitted, "But it turned out pretty well don't you think?"

"But why?"

"We're going to keep you company when you transform." Peter said brightly.

"OH NO YOU'RE NOT!" Remus had jumped off his bed and was facing them with a mixture of anger and fear on his face. "You will do no such thing! I could kill you!"

"Remus," Sirius said. "Calm down."

"It's illegal! You're going to get expelled!"

"You're shouting." James said mildly. He looked at Sirius. "Told you he'd take it like this."

"OF COURSE I'M SHOUTING! YOU'VE TRANSFORMED YOURSELVES INTO ANIMAGI! YOU'RE PLANNING TO RUN AROUND WITH A FULLY TRANSFORMED WEREWOLF! YOU'RE…"

"REMUS!" Sirius matched his voice perfectly. "It's not like we haven't done this without any thought."

"Oh really."

"We've had several years to think about it. We've got it all figured out. James and I will be strong enough to keep you from hurting us, and even if you do bite us, werewolves can't affect animals, so we'll be safe that way as well."

"But…" Remus slumped onto his bed again. Once again, his friends had astounded him by doing something he could have never imagined. He shook his head in disbelief, at a loss for words.

"You'll have to deal with it, mate." James said cheerfully. "You're stuck with us…again."

Remus could do nothing but groan and flop backwards, his eyes shut. The others exchanged grins. They knew they had him.

"Alright." Remus spoke without looking at them. "But if one little thing goes wrong – just one, I'm going straight to the headmaster and getting you all put in detention every full moon for the next two years."

"Got it." James said, struggling to keep a straight face.

Suddenly Remus' eyes flew open and he yelped as he felt something wet brush his face. He stared into the face of a large black dog, whose front paws were placed on his bed, panting enthusiastically.

"Sirius! That's disgusting!" Remus threw his pillow at the fleeing dog, who leapt onto his own bed and became the laughing figure of Sirius Black.

Remus couldn't help joining his laughing friends, filled with amazement once again at how far his friends were willing to go to help him. The four's laughter went on for some time as their excitement formed into a rowdy pillow fight, which lasted far into the night. Four friends. Four best friends. They knew at this moment that there was nothing that could tear them apart.