James sighed as he stepped out into the crowded corridors after class. He was exhausted. He had just finished his Transfiguration exam and was almost completely sure that he had failed. When McGonagall collected their papers at the end in a neat stack, and glanced at the top one (which, much to James' bad luck, was his) she had frowned and then met James' gaze quite severely.

But none of that mattered now. Not when he thought about his recent success. Just two nights ago, after years of hard work, he had managed to transform himself into a large stag.

This was illegal.

But thrilling nonetheless.

Sirius had followed along shortly after when he transformed into a huge, hairy black dog that barked joyiously and chased its tail for Remus' entertainment. When he transformed back into a human, without any complications, his friends had cheered.

"Guys, this is very serious," Remus had said, although he couldn't help but smile. "This is very much illegal. And we are underage. In fact, only a few adult wizards are Animagi. That's how dangerous it is.'

"Yea yea yea..." Sirius waved a hand dismissively. "But check this out!" he transformed once again, and started barking loudly.

"Shh! Someone's going to hear you!" Remus cautioned. And sure enough, someone had.

"What are you guys doing up at this hour?" said a voice.

James felt his heart pick up, but he told himself it was just because of the three espressos (a brilliant Muggle concoction he had grown quite fond of)  he had chugged to keep himself conscious in the long hours they had been practicing.

"We could ask you the same thing," James replied indignantly. Lily Evans crossed her arms and tilted her head in that annoying (but oh so cute) way of hers that told them she clearly didn't think they were up to anything good. "Honestly, Evans. This is the night before finals. What else could we be doing but studying?"

"Oh, I don't know," Lily's green eyes bore into his. "Plotting a new way to bring misery to everyone in this school?"

"What? Us?" James pretended to be shocked. "Gosh, Evans. That is so unlike us."

Lily opened her mouth to say something when she caught sight of the big black dog that was Sirius, sitting as still as a statue next to Remus' armchair. He couldn't turn back into a human, or Lily would know what was going on and most certainly tell a teacher.

"What is a dog doing here?" Lily arched an eyebrow.

James' mind went into panic mode. How the heck would he explain a big black dog sitting calmly in the common room? He opened his mouth to say that she must be going crazy, because he certainly didn't see a dog. Just a very hairy house elf.

"This is my dog!" Remus burst in.

James and Lily both startled. They had almost forgotten about Remus and Peter.

"R-Right. This is Remus' dog." James said weakly.

Lily took a few tentative steps toward the dog and stretched out a hand to pet him. Sirius recoiled, a scandalized look on his furry face. Would it kill him to act more dog-like???

"What is it doing here?" Lily asked.

"Oh...uh..." Remus threw a helpless look at James, who quickly stepped in.

"Remus' family is gone for the holidays and couldn't take care of the dog, so we're taking care of him for a bit as a favor," then when he saw that Lily was going to ask something else, "it's actually time for his morning walk."

"At three A.M?" the suspicion had crept back onto Lily's face.

"Yes," James said. "We have to take him now or he'll pee all over the common room. Nasty mess, which we don't want. So...I'm just going to take him for a walk now."

"I'll come with you," Lily said, smiling slightly at the look of horror on his face. "I normally get up to run around five. I can do it early today. And who would miss the chance to go on a walk with this handsome dog!" she said the last part to the dog. Sirius had the good sense to wag his tail, but the movement looked stiff and unnatural. He clearly needed more practice as a dog.

Lily looked questioningly at James.

"Arthritis," James said quietly. "Those old limbs aren't what they used to be."

He gave a very pointed look to Sirius, who tried his best to act more like a dog.

~~~~

They walked briskly through the cool morning air, neither of them saying much. Why did Lily want to go on a walk with him? Was it because she still suspected him of being up to something, and wanted to make sure that he was actually walking the dog and not out murdering someone? or was it because she wanted to spend time with him?

These thoughts kept him busy and he jumped at a booming voice.

"Hey, what're you two doing up at this hour?"

Hagrid.

"Just out walking the dog!" James chirped in a cheery voice he hoped he would never use again.

"A dog?" Hagrid looked confused for a moment before his eyes fell on Sirius, who was tentatively picking up his paws and putting them back down in the cold snow, as if unsure how to walk.

"Aww! Would ya look at tha'!" Hagrid exclaimed, a big smile stretching his weathered face. "What kind of dog is he?"

"Uh...a new breed." James said.

"Do you like dogs?' Lily jumped in, saving James. He almost threw her a grateful look when he realized that she would be suspicious that he didn't know the breed of the dog he was caring for with his friend.
'Oh yes!' Hargrid's eyes lit up as they always did when he talked about animals. 'I've been thinking I wanna get meself one of those someday.'
'Oh yeah.' James said absently.
'So what's his name?' Hager's asked. James gave him a blank look. 'The dog. Does he have a name?'
'Oh...uh...' once again, James scrambled for a believable answer. Once again, Lily saved him.
'Fluffy.' She said with a confident smile. 'His name is Fluffy.'
'Ah, how cute!' Hagrid beamed. 'I like that name...'
Then with a parting wave, he strode off.
James breathed a sigh of relief and looked at Lily to see that she was watching him with a very knowing look on her face.
'Oh...uh...thanks?' Janes stuttered. Lily's smile was slow, almost secretive.
'I am smarter than you give me credit for, Potter.' She said quietly and turned to go back to the castle. 'Oh, and by the way...Sirius needs to act more like a dog. There's enough suspicion on you as it is without him acting all confused and clumsy.'
James gaped at her retreating back.
'How did she know?' He asked quietly.
'I dunno, mate.'
James jumped to see Sirius standing back in human form beside him.
'But however she found out, we gotta be more careful. That girl is going to find out all our secrets.'
James nodded. But secretly, in the very depths of himself which he kept hidden from the world, he wondered if that would be such a bad thing at all.

A/N this one is a bit longer than my usual chapters, so thank you for reading! I'm sorry for the inconsistent updates, I will try to be a little more regular with them :)

I hope you enjoyed this chapter and please come back for Chapter 3, which is where things get really interesting...

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