A/N: Oh my goodness! This chapter was like giving birth! It was arduous and painful, and I hope you like the result. It's not easy to set out to be funny in every chapter, and the struggle has given me a new respect for all the fanfiction authors out there who write such incredibly funny stories. You guys are insane! Anyway, here's the chapter – ENJOY!

Disclaimer: How many times do I really need to say these characters don't belong to me, anyway? You know it already.

"Okay, Black. I know now why Remus disappears, but what about you, Potter and Pettigrew?"

'Ah, here comes the sticky part. Moony – you're doing this for Moony,' Sirius thought. "Yeah, about that. You have to SWEAR you won't tell ANYONE – EVER – what I am about to tell you."

"Oh come on - "

"No Evans! Swear it! We're talking about serious business that could lead to life-destroying events if it got out!" Sirius cut her off.

Lily was shocked. Sirius Black being serious? She stifled a snigger at the tired pun, and promised she would never tell this or Remus' secret.

Sirius took a deep breath and fixed his eyes on Lily's. "James, Peter and I are illegal animagi."

Lily blinked.

Sirius blinked.

Lily blinked.

Sirius blinked and looked worried.

Lily blinked again and burst out laughing. "Yeah right! Good one Black!"

Sirius was instantly offended that she didn't think they could become animagi. 'Well, I'll just transform and prove it!' He concentrated. Nothing happened. 'Oh, yeah.'

"Stop laughing! I'm totally sincere – WE – ARE -- ANIMAGI."

Lily stared at him dead in the eyes. There was a pause as she processed this new information. To Sirius it felt like an eternity: stars were born and died, galaxies formed and exploded, and still she did not move or speak.

"Erm…Evans?"

"ARE YOU INSANE!" she finally exploded.

Sirius always knew he'd be there when she spontaneously combusted – it looked like the moment had finally come.

Too bad she was in his body at the time. He would miss it.

She was breathing heavily and pacing back and forth, looking around the classroom as though someone would jump out and reveal this as a joke. She finally stepped up to within and inch of Sirius and said in a harsh whisper, "Are you three CRAZY? You could be expelled! Forget expelled, you could be sent to Azkaban for this! Do you know the punishment for failure to register your animagus form?"

"Yes! It's 10 years. That's kind of why it's a secret, Evans!" Sirius snapped at her.

"But then why on earth would you do it?"

"Why do you think? Werewolves can't harm animals with their bites. But they have been known to be less prone to self-violence when in the presence of other animals. We did it for Remus. We couldn't just sit back and watch him suffer in silence. He never complained, but the transformations are terrible on him, and when he's alone, he turns on himself, tearing and clawing and biting at his OWN body. We had to do it, don't you see?"

Lily felt thoroughly chastised. To think, the biggest pranksters in school made the decision to take such a risk to help a friend in need. And it wasn't any old favor – they risked their lives teaching themselves how to do the difficult transformation. Lily felt like her whole view of the world had suddenly been skewed beyond recognition.

"I'm sorry Sirius. I guess I never thought about you three doing something so dangerous and completely unselfish."

Sirius was never one to allow a conversation to take on such a serious tone if he could help it, and scoffed off her comments. "Well, it's not ENTIRELY unselfish, I mean, we get to turn into animals! You have no idea how cool that is."

Lily couldn't help but laugh. "Well, that's true, but what does all this have to do with me? I mean, it's not like I have to transfo…" Lily trailed off as the realization of exactly why Sirius had told her this set in.

She was Sirius Black.

And Sirius Black was an Animagus.

An animagus who ran around with a werewolf on full moon nights.

Like the one coming in two days time.

'Bugger.'

0000000000000000000000000000000000000000000000000000000000000000

Sirius spent the next 40 minutes quickly explaining the process of becoming an Animagus, and what the others had to do in order to accomplish it.

"I really don't think I can do this, Black," Lily stated with worry.

"I know it's going to be difficult, but think of it this way – my body already knows how to do this. We just need to get your mind wrapped around making that happen. You just have to understand how it works and then believe you can do it."

"Yes, but – "

"No, no buts. YOU – CAN – DO - THIS. And you WILL. Because we can't let anyone know who we really are, and I won't break Remus' heart, not to mention make it extremely difficult for James and Peter, by not showing up."

"Okay," Lily sighed, resigned, "What do I have to do?"

0000000000000000000000000000000000000000000000000000000000000000

By the time the two separated so as not to be seen going to breakfast together, Lily had a clear understanding of how the Animagus transformation worked. She had to admit, Sirius certainly had a firm grasp of Transfiguration, and he was determined to get her making the transformation during the full moon. The tricky part was yet to come. Plus, she still had a full day of classes today and tomorrow.

She sat at the Gryffindor table deep in thought and didn't notice when the others arrived.

"Hey, Paddy, what happened to you last night?" James asked.

"Fell asleep in the common room," Lily mumbled.

Remus nursed his cup of coffee, looking decidedly tired and pale. That could have been from a hangover or from the full moon approaching. He looked at Lily sheepishly and said, "Sorry about that Padfoot, I guess you weren't up for getting my bag, but thanks for leaving it by my bed this morning anyway. Along with that hangover potion."

Lily frowned internally, confused, but outwardly she simply grinned at Remus. It only took a moment to realize what Sirius did before waking her and said, "No problem mate. Can't break a Marauder promise now can I?"

Remus chuckled but agreed. He shifted his gaze towards James, and rolled his eyes when he saw the dreamy look on the Gryffindor Chaser's face. Lily looked at James. She followed his gaze down the table to where Sirius was chatting and laughing with her friends, looking very much the part of Lily Evans.

A loud clap brought her attention back to James. He was rubbing his hands together, and she could practically see the gears working in his mind as an apparent plan went through his it.

"Today's the day, lads. Today I get Evans to go out with me. There's a Hogsmeade trip this weekend, and she will be my date – just you watch."

The other Marauders looked at him and each other a moment, then burst out laughing.

"P-Prongs, the day you get Evans to go out with you is the day I get a girly-looking tattoo put on my bum!" Peter guffawed. Lily, who was sipping her pumpkin juice, snorted, and some came out her nose. The other Marauders laughed anew, and Lily was hard pressed to remember a time when she had so much fun, just plain silly fun, with her own friends.

When their laughter died down, James smirked and said, "Just you watch, just you watch."

Just then the post owls swooped in with the daily mail, and James' gaze swung up to observe a tawny owl that circled the Gryffindor table with a bouquet of red gerbera daisies before landing gracefully in front of Sirius and released the flowers from it's beak.

Lily watched in horror as her friends all squealed in delight and prodded Sirius to open the card. He looked at the friendly flowers in shock as he reached out for the card, a blush alighting his cheeks ('No! My cheeks!' Lily thought in despair). She snuck a look at James, who was smiling smugly, and broke out into a wide smile when Sirius turned astonished eyes on him.

A single thought filled Lily's head with horror. 'Oh no! How is he going to turn Potter down? He hates to hurt his feelings!'

000000000000000000000000000000000000000000000000000000000000000

Sirius looked at James with wide eyes, only just now really realizing what it would mean to be Lily Evans. His cheeks unwillingly burned with the revelation that he was in the body of a pretty girl, and not just any pretty girl, but the girl his best mate had been after for years.

How was he going to do this? He snapped up Lily's book bag and the flowers and hurried out of the hall. He figured that if he avoided James at all costs, he could do this without hurting his friend too badly.

It wasn't until he turned a corner and saw James leaning against a wall that he remembered that Prongs and he knew every secret passage in the school and could (and did) use that to their advantage. James had cut across two hidden corridors to beat Sirius back to Gryffindor Tower, and he looked only slightly winded.

"Hello, Lily," James said smoothly, a gentle and disarming smile on his face.

"Oh! Hello James," Sirius replied automatically, then mentally winced at the triumphant grin on James' face at the redhead's use of his first name.

Sirius watched in dismay as his best friend reached up to run his hand through his messy hair, making it even more tumbled. 'Please don't ask me out. Please don't ask me out.' He thought frantically.

"I see you got the flowers I sent you."

Sirius, considering this only a temporary reprieve, tried to inconspicuously inch around James to escape. "Well…erm…yes I did. They're very nice. Thank you."

James produced another winning smile, "I figured you always get lilies because of your name, and daisies are such friendly, open flowers. Don't you think?"

"I – I suppose so. I hadn't really thought about it. It's certainly different than any of your other attempts to gain my attention."

James just laughed, "Yeah, I have been a bit of an arrogant arse in the past."

Sirius looked at James like he was seeing him for the first time. 'Is this really how he acts around her when they are alone? Why would she keep rejecting him – he's being so nice!'

"So, listen Lily, I was wondering if you would be interested in accompanying me to Hogsmeade this weekend?" James asked, a hopeful look in his eyes.

Sirius took two steps back, stammering, "I – I – I have to get to Transfiguration." With that he turned and ran back down the corridor.

000000000000000000000000000000000000000000000000000000000000000

Lily saw the guilty look on Sirius' face all throughout Transfiguration, as well as the slightly dejected but not entirely bereft expression on James' face. Sirius was looking anywhere but in their direction, while James' gaze remained fixed on the red head of hair.

'This is not good. I don't know how long Sirius can keep this up.'

Just then, James perked up. He spied the inkpot sitting by Sirius' hand and shot a spell at it. It instantly transformed into an adorable black puppy. Sirius' eyes fell upon it and he scooped up the puppy, unable to resist the kindred spirit as he nuzzled it to his face. James' face lit up like the Great Hall at the opening feast.

"Ms. Evans, what on Earth?" Professor McGonagall called to her student after smiling slightly at the adorable scene.

Sirius looked up at her with a wide smile, "I don't know Professor, I was just working on my assignment when suddenly this puppy appeared. I think," he looked about the desk, "my inkpot is gone!" The puppy yipped excitedly, drawing coos and 'aw's from the various girls in the class, while Sirius laughed and gently rubbed under the adorable dog's chin.

"Mr. Black, Mr. Potter, you wouldn't happen to know anything about this, would you?" McGonagall looked to her best (and most mischievous) students. James and Lily painted their most innocent expressions on their faces. "No Professor," they both replied in unison.

McGonagall harrumphed, but was unable to punish them for disrupting her class. She couldn't prove it was them, after all. The spell used to cause that type of transfiguration was the same one the students had been practicing.

Just then the class ended, and McGonagall transfigured the dog back into an inkpot with a wave of her wand, much to the dismay of the fawning girls. Sirius shook his head and chuckled as he slipped the inkpot back in his bag and headed out of the classroom.

He was still marveling over the adorable puppy as he headed down the hall when suddenly James seemed to come out of nowhere. "Did you like my puppy, Lily?" he asked, eyes sparkling. Sirius blushed in surprise, and James took that as a good sign, and stepped closer. Sirius could see Lily over his shoulder, hovering nearby indecisively.

"Erm, y-yes, it was quite cute," Sirius stuttered.

A slow grin spread across James' face. "I could get you little gifts like that all the time Lily, if you would only go out with me?"

"Well, I – uh – I don't think I…" Sirius trailed off at the diminishing light in James' eyes. 'I can't do it. I can't break his heart! I have to get out of here!'

Sirius glanced over James' other shoulder and said loudly, "What do you want, Snape?"

James whirled around, expecting to see his nemesis. Instead he only saw Peter, with Remus and Sirius (really Lily) on the other side of the corridor, but by the time they all looked back, his favorite Prefect was gone. Lily breathed a sigh of relief, but James just got a more determined look in his eye. "This isn't over boys, she WILL say yes to me today. I can feel it."

000000000000000000000000000000000000000000000000000000000000000

Unfortunately for Lily, she had no other classes with James or Sirius that day, and with them apparently playing an intricate game of cat and mouse, she didn't see them again until after dinner. Lily was lounging in the common room when Sirius came through the door, deep in thought. He glanced at Lily and his eyes widened, before he dashed up the stairs to the girls dormitories, where she couldn't follow. Lily only had to wait a moment to find out what had happened. James strode into the common room and flopped gracelessly beside Lily. He had a silly, exuberant grin on his face. Remus and Peter saw his look and came over.

"Sooo…?" prompted Remus.

James smile was so wide he might have cracked his jaw. He leaned in, waving his friends into a sort of huddle. "I. Have. A. Date," he whispered, before shouting out loud, "With Lily Evans!" James laughed raucously while everyone else in hearing range dropped their jaws.

"WHAT!"