Disclaimer: This story is based on characters and situations created and owned by JK Rowling, various publishers including but not limited to Bloomsbury Books, Scholastic Books and Raincoast Books, and Warner Bros., Inc. No money is being made and no copyright or trademark infringement is intended.

Hey all - This is my first fan fiction and I'm desperate for feedback. Please R&R "**" marks indicate a character's thoughts.

Chapter 1

"Nothing hurts when

I go to sleep

But i'm not tired

I'm not tired" -Ben Folds Five

It seemed another insignificant January afternoon at the Hogwarts School for Witchcraft and Wizardry. Remus Lupin, professor of Defense Against the Dark Arts, hadn't an inkling of the trouble approaching him as he leisurely strode down the second floor corridor to his classroom. Hogsmeade weekend had arrived, and most of the students had gone off to the all-wizarding village to socialize and stock up on the candies and gadgets that would have to hold them until their next visit. The pace at school was far less urgent, far less chaotic - just the way Remus preferred it. A fine, quiet afternoon grading papers awaited him. Maybe he'd settle down later with a good book and a glass of wine. Remus had grown accustomed to isolation after a life of fleeting friends and short-lived jobs and he took pleasure from these little luxuries of solitude. Papers and books, at least, didn't abandon a man who happened to be a werewolf.

**What in Merlin's name is that?**

Remus came to an abrupt stop. He stooped and stood very still, his ears keen to place a faint din that seemed to emanate from further up the hall. The nearer he approached, the stranger the noises struck him - quiet mumbling mixed with poorly muffled outbursts. Though somehow not a fitting racket to be coming from one of the classrooms, it struck Remus as vaguely familiar. His mind wandered back to his youth as a student at Hogwarts, of his best friends - the Marauders, and their randy antics. A smirk tugged at the corners of Remus' mouth, as it dawned on him, with great amusement, what he was hearing.

**Right then! Sounds like somebody's getting some help with their anatomy homework.**

He chuckled quietly to himself, remembering James Potter, Sirius Black, and himself and the many scrapes they'd barely avoided because of an illicit shag or two. They, too, had gotten their "educations" in the abandoned classrooms, corridors, and secret passageways of Hogwarts, right under their professors' noses. They weren't above sneaking into dorms, either. How else had they obtained such intimate knowledge of the castle's environs?

**Breasts and sweat and tangled sheets.

It's been too long, he thought. How I've managed to ignore those base instincts is completely beyond me. I wanted emotional stability, right? But it has been lonely.a little instability might almost be worth it.**

Remus approached the suspect classroom.

"I've been missing this all week," a male voice rasped. His young lover gave a long, lilting sigh in response.

**Wait a minute now. I know those voices!**

As he walked on, he glanced through the gap between the barely open door and its frame, playing unaware and nonchalant.

**Oh, no!**

He did, indeed, know those voices - and quite well.

Shocked, yet moved by a force that seemed beyond his very body, he stopped, backtracked, and took another, longer peek.

Hermione Granger was pressed up against the cold stone wall. Her robes were strewn haphazardly on the floor, along with her sweater and - Help me! Remus thought - her panties.

**Close your eyes, Remus. Move! Go! You shouldn't be seeing this!**

Despite his better judgment, he remained in hidden observation, as if his feet had been rooted to the floor.

Hermione's oxford blouse was open, her bra undone and revealing the round pertness of her breasts. And, as Remus suspected, there was Harry Potter - son of James and Lily Potter (**My friends! This is wrong! MOVE!**) - slowly circling his tongue around her hard, darkly pink nipple.

**How long since you've tasted a nipple, Remus? Two, three, four years? Can you even remember?**

Remus was painfully aware that he needed to resume walking and forget he'd ever seen anything even vaguely sexual transpire between Harry and Hermione, but he was simply riveted, uninterested in any world beside the one inside that classroom. His eyes were fixed on the young lovers.

Harry's pants lay at his feet. His briefs, too.

**This is really a new low for you, Remus - watching your best friends' child - almost a son to you -half naked and humping his girlfriend.**

But the boy wasn't Remus' focus.

Harry grasped Hermione's knees at either side of his hips, her slender knee-socked calves and black-shoed feet dangling rhythmically from his hands. She laced her fingers behind his neck, leveraging herself up a bit, and sought his mouth with urgent kisses. Her skirt had bunched up to the tops of her thighs as Harry thrust in and out of her, biting his lip in concentration. A tantalizing view of the soft, springy curls massed between her legs peeped out from underneath the careless folds of her skirt.

**Is that her - oh, god - don't look, DON'T LOOK!...wow.**

Hermione swept her head back, the sleek, supple lines of her neck inviting Harry's attention, as he forged a path to her collarbone with his tongue. Her lips parted and she moaned in aching pleasure.


As if awakening from a trance, Remus' eyes jerked away from Harry and Hermione's lovemaking, his body jolting slightly. He moved swiftly past the classroom, adjusting his robes to hide what was, perhaps, the most inappropriate erection he'd ever had.

* * * *

Remus had a torturous evening. He tried valiantly to distract his mind from visions of what he'd witnessed earlier that day. There were papers to be graded - quite a few. He found himself reading essays two and three times over, realizing he'd gotten through two-thirds of Justin Finch- Fletchley's piece on Vampiric Dietary Habits or Pansy Parkinson's five- page run-on sentence about The Elimination of Killer Rabbits in the Scottish Highlands and didn't have a clue what he'd just read. Instead, he'd memorized the ecstatic expression on Hermione's face as Harry savored her flesh. Remus was surrounded by broken quills, inadvertently snapped in half with tension as he fought back those powerfully erotic thoughts and one hell of an arousal.

**Hermione Granger, so eager, so knowledgable - apparently not solely in the classroom - well.not in a strictly academic sense, he told himself. Those breasts, creamy and firm, bouncing gently with Harry's thrusts. And her hips grinding insatiably against Harry's. And, of course, the blissful anguish on her face as that primal, wild noise left her mouth. **

**The same face that will no doubt greet me with a sunny smile as I arrive for class Monday. The same mouth out of which will pour thoughtful, intelligent comments about our lesson. And what will I be thinking about?**

Oh, yes. The best part.

**Remus, don't even think about it. It's only trouble.

Trouble - yes, I could do without that.**

But Remus couldn't resist a passing thought of the sweet foretaste of sex peeking out from under her skirt.

**One second couldn't hurt.

.okay, maybe it can.**

Papers weren't holding him. He picked up a book and began to read, but knew he wasn't concentrating when he realized his mind was only registering smutty fiction about a smart young schoolgirl. Frustrated, he slammed the book shut and decided it was time for the wine. It did, indeed, do the trick, but only because one glass became the entire bottle and he passed out on his bed, too drunk to think straight.


Almost time for DADA with Harry and Hermione.

**Professionalism, Remus. Self control. Mind over matter. Especially mind over matter.**

Remus walked to class with his usual easy gait and air of likeability and good-humor.

**Hi, Hannah - I'm just fine, thank you.

Smile. Don't forget to smile. Nice and easy. Smile a lot.

Alicia, Katie! - how're practices going? Splendid! See you Saturday!


Good job, Remus.**

He was smiling most pleasantly as he strode into class. Everyone was there.

**Ah, yes, he sighed inwardly, Wonderful to see all these familiar faces. Neville. Dean. Lavender. Seamus. Harry - all right, this is a bit awkward. Hermione. Oi!**

It was a stressful session for Remus. He'd never been so thankful for robes in his entire life. It was rather impossible to catch sight of the curves of one particularly lovely student's body in such free-flowing garb. Still, he couldn't so much as glance at the girl without images of her classroom tryst with Harry invading his thoughts. As her teacher, he was repulsed by the lecherous ideas forming in his mind. Unfortunately, he was equally as turned on. And didn't it seem somehow even more deprived, he thought, that he was having lustful thoughts over his best friends' son's girlfriend? It was all starting to become quite confusingly incestuous to Remus. But no less tempting, of course.

He tried to avoid direct eye contact with Hermione and was mostly successful, consciously evading acknowledgement of her urgently waving hand all period. As class neared its end, however, Remus worried his behavior might appear rather conspicuous.

"Yes, Miss Granger."

**Don't look. Don't look.**

He quickly glanced down at his grade book and made to write something of great importance as Hermione's voice droned - **That's right - drone. Don't listen. Block her out** - in the back of his head.

"Excellent! Correct as usual, Miss Granger," he said without looking up.

Occasionally, he would catch a glimpse of Harry's hand curling around Hermione's or Hermione's foot dancing flirtatiously up Harry's leg. Remus felt a strange twinge. It disturbed him. He certainly wasn't envious of a sixteen year old boy - a boy he mentored and cared for as nearly a son.

**No. Definitely not. Not in the slightest.not at all.**

Harry whispered something to Hermione, his lips hovering so closely to her ear, Remus wasn't entirely certain he wouldn't begin nibbling at her flesh. A playful, sly expression spread across her face. Their heads parted and she grinned widely. Harry looked slightly anxious.

Were they planning another illicit rendezvous? Would they return to the scene of this weekend's crime?

**No. Of course not. It's a school day. Too many people about.

Where then?**

And, as Remus was silently berating himself as the sick, perverted bastard he had become, it was time to dismiss class. He was greatly relieved. Mission completed. No casualties.

**But wait.**

Hermione was approaching his desk, smiling sweetly.

**No, no, no, no!**

"Professor Lupin?"

He looked up at her tentatively, knowing he couldn't continue to avoid her gaze without rousing suspicion.

"Yes, Hermione," he replied, forcing himself to greet her with the warm, good-natured smile he usually wore. "How can I help you?"

**Please, please let me help you.**

"I was just wondering if we were still meeting this afternoon - to discuss my paper on chapter six."


"W-why of course, Hermione. I look forward to it -"

**And how!**

"-although I have a staff meeting at four, so I won't be available until around five. Is that a problem?"

"Not at all. In fact, I have to meet Harry after classes."

"Five it is then."

"Great," she beamed, turning with a spring and dashing out of the classroom with her books pressed to her chest. "See you later, Professor Lupin."

Which was exactly what he feared.