A/N: Hey people! This is my first fanfic, so be kind! This will sadden hard core James/Lilly fans but their relationship couldn't be perfect, so I decided to throw in little twist. Don't worry; I'll make sure the story coincides with the actual Harry Potter history, but not just yet. I was inspired by my friend ellamalfoy8. Read her stories, they rock like there's no tomorrow!

Please review! I need to know if I should continue or bury this deep in the woods. (I'll probably continue for my own satisfaction but it would still be good to know what you think).

Disclaimer: I DO NOT OWN HARRY POTTER! He was created by a frickin' genius, who I do not happen to be.



Remus Lupin sighed. She's so beautiful, he thought. His clear gray eyes were focused on a girl studying in the corner of the Gryffindor common room. Lily Evans tossed her head, her scarlet hair flashing in the firelight. He sighed again. He was supposed to be doing his homework for Charms, but Lily's scent was distracting him. Remus had a very sensitive sense of smell and when ever Lily was around, he couldn't concentrate. The smell of vanilla washed over him, making him swoon. She'll never feel the same way about me. His eyes hardened. She can't. Remus looked into the mirror hanging on the wall opposite him. His slight build was reflected there, as was his shy nature and the worry that always lurked in his eyes. Even at fifteen, his chestnut hair was streaked with gray, the result of a dangerous secret he could never let Lily know.

He was a werewolf. At the full moon, he changed into something so unlike himself, it scared him. Only the professors and his best friends knew his secret. If anyone else knew, he'd be shunned from school, declared dangerous. And he was. Remus knew that. When he changed, he didn't know the difference between friend and foe. Everyone and everything was prey to him. He couldn't put Lily in that kind of danger.

"Remus," Lily called, interrupting his thoughts, "Could you help me with our Potions homework?" Remus left his table, pleased to at least be able to justify helping her with schoolwork. It won't hurt to help her with Potions, he thought.

"What do you need help with?" Remus asked.

Lily started to explain her problems with the trust potion they had worked on in class. Professor Slughorn had assigned a fourteen inch paper on the rules and regulations of that particularly dangerous concoction. Remus was only half-listening. His attention was diverted by Lily's amazing eyes. They were a magical kind of green that seemed to change according to her mood. Right now they were the sparkling green of dew-covered leaves. They glittered and twinkled in the flickering light of the fire, making Remus smile.

"… and the textbook says that Roberta Trilling wrote the regulations for the potion and … what are you smiling at?" Lily asked. Remus seemed to shake himself out of a daze.

"Nothing!" he said innocently and smiled again.

He has very wolfish grin, Lily observed. She took a closer look at the boy standing in front of her. He always looks like he's afraid he'll hurt someone. But I know he's to kind to harm anyone. His hands were shoved into his pockets and he seemed almost nervous. His gray-streaked hair fell almost to his eyes, not quite covering the clear gray color that Lily loved so much. It matched his hair. Remus leaned down to read what she had already written on the parchment. His long fingers followed the flow of her handwriting and his lips softly mouthed the words on the page. Lily often wondered what it would be like to kiss those lips. He's so shy though. I don't know if he'd kiss me back or run away. There was also the matter of James. Remus was a very loyal friend. Lily glanced over at Remus's best friend. James sat with Sirius on the couch. James was reading from his Runes textbook. Sirius was flirting with a fourth year girl.

Lily knew the Marauders well. James was the leader, and definitely an interesting character. He had a very obvious crush on her, but hopefully it wouldn't last long because nothing would come of it. He could be cruel at times, making fun of those weaker than himself, and that made him someone Lily just couldn't see herself in love with. But Remus was different from his friends. He was quieter, gentler and sweeter than James, Sirius or Peter Pettigrew. He had a thousand different smiles that could make you laugh or cry. His eyes reflected his feelings as clearly as a mirror, so Lily could usually tell what he was thinking.

Remus was one of those people that you just knew if you spent enough time with them, you would fall head-over-heels in love with them.

Lily could feel herself starting to fall.