A/N: Well here's my first shot at a Hermione/Sirius fic...or any HP fic for that matter. It may start out slow, maybe even a little confusing. It has the fairly common H going back in time idea a little later. So enjoy...oh and naturally, I own nothing.

Setting: 12 Grimmauld Place, Year 5, Christmas Break Ages: Hermione – 16 (for the sake of argument, if you please. Pretend her bday is in Nov.)
Harry – 15
Ron – 16
Sirius- to be explained
Lupin – give or take 37

Hermione sat alone in the dark kitchen of 12 Grimmauld place, enjoying the rare peace and quiet that could only be found in the middle of the night. Quietly sipping her hot chocolate she sighed to herself. It wasn't exactly a sad sigh, nor a contented one, but somewhere in between. She was decidedly happy about being together with all of her friends for the Christmas holiday, but it wasn't as carefree as she would have liked. The Order was holding secret meetings quite frequently, and it was difficult to forget that they were in hiding. Hermione sighed again. Bittersweet was beginning to become the theme of all of their lives, and as the most mature one of the bunch she couldn't just focus on the adventure and forget just how much of an actual childhood they had all missed.

She was startled from her reverie when a very wet tongue graced her foot. "Oi! Sirius!" She complained, trying to keep her voice hushed so as not wake the whole house. The dog at her feet gave a wide grin and tilted her head, looking innocent. "Oh...you cheater!" She said with a giggle, scratching him behind the ears. A hearty "Woof" was the reply she got before the dog backed away a bit. The wolfish grin in front of her quickly went from being on a large, black dog to a large, dark haired man.

"Sorry, but when I hear unhappy sighs I automatically switch into dog mode. It does tend to cheer people up a bit." He said with a wink, pouring himself a spot of cocoa and having a seat.

"I see...and is the lack of clothing a requirement to the transformation?" She asked with a grin, pointing at his boxers. But Sirius just shrugged unashamedly.

"Makes it easier. And you're not wearing too much either." He replied cheekily, pointing at her pink silk tank top and matching pajama pants.

"Hmph. These are perfectly acceptable girl pajamas." Hermione replied with an embarrassed sniff. They both turned back to their cocoa. After a few moments of silence, Sirius ventured a soft question. "So, why are you awake?"

"Eh, couldn't sleep. Thinking too much I guess. Yourself?" She turned to look at him.

"I must be getting old." He said with a wry grin. "I rarely sleep through the night." But behind his grin was a look of pain that signaled to Hermione that Sirius' lack of sleep had more to do with nightmares and memories than age.

"Actually Sirius..." the girl began, tilting her head to the right and resting her index finger on her chin, as she always did when thinking, "you're not getting old at all. I mean, Professor Lupin is at least 37 and looks just as old, if not older because of his condition, but you...you barely look a day over 30. If even that. Why?"

Sirius shrugged. "Well, first of all, wizards and witches age at a different pace than muggles. You must have noticed this by now...no muggle could live to the age Dumbledore is now. The more powerful the wizard, the older he is...for whatever reason. And I, young lady, am a very powerful wizard." He tried to straighten up and look impressive but it was ruined by his mussed hair and boyish grin.

Hermione just snorted and shook her head. "All well and good to explain aging slower, but you're not that much stronger than Prof. Lupin. Why else?"

Knowing very well that nothing but a straight answer would settle that brilliant witch's curiosity, a trait Sirius was very impressed by, he sighed and shifted uncomfortably, warily beginning his explanation. "In Azkaban, time runs on a different pattern. It sort of slows down, draws it out. You'll live a lot longer if you don't go mad first. Sort of adds to the punishment I suppose." He ran a hand through his unruly black hair. "Thirteen years in Azkaban makes for a dramatic alteration of time."

"Oh." Hermione replied in a soft voice, blushing for making him bring up so difficult a topic. "So then, how old are you exactly?"

"I haven't a clue." He replied equally as quietly, then cheered, "But this does increase the range of ladies I can date...doesn't it?" He asked with a grin, caressing her face with his thumb and winking. Hermione just blushed.

"Speaking of ages..." he added, moving on quickly before she could run off, "you are one of the most intelligent 16 year old witches I've ever met. You have quite the reputation, and it already precedes you wherever you go. You'll do very well in life. And you've grown up, you're quite beautiful you know." He said, tilting his head at her.

Hermione blushed deeper, if it were even possible, mumbling a thank you. Trust Sirius to be the ever-constant flirt! It certainly didn't help that he'd filled out nicely since his escape, so that he was no longer a ragged ex con but a muscular, young, devilishly handsome man with a roguish grin.

"What was that you said?" He asked. He enjoyed tormenting the youngster, but there was more behind it. He wanted her to look at him.

"I said, 'thank you,'" she replied, raising her head, "even though it isn't true. I'm certainly not beautiful" Hermione glared at him fiercely, as if challenging him to argue with her on that. She may be smart, on that she prided herself. But beautiful? Of all things, Hermione Granger was least of all that!

Sirius' hand moved back to her cheek, cupping her facing softly. His thumb moved across her high cheekbones and then moved down, tracing her lips. Hermione's breath caught in her throat.

"Actually my dear, you are incredibly beautiful." Their faces were closer now, and Hermione was barely breathing at all. Sirius was cursing himself in his head but he couldn't help himself. She really was beautiful; fairly tall, graceful, slim, with gorgeous hair and a perfect face. The fact that she was so intelligent, so adult-like, didn't help. The two of them had many a conversation over the past week and that previous summer in the library, going through old books and comparing knowledge.

She was irresistible to him and as much as he knew he shouldn't, as much as his inner voice was growling at him, he leaned in and gave her a soft light kiss, a kiss Hermione leaned into without even knowing what she was doing before she pulled back, startled.

"I..I'd better go to bed." She stammered, quickly pushing back her chair and leaving her cup where it was...a sign of how flustered she really was. She rushed out of the kitchen, startled to see Remus Lupin leaning against the doorway. Muttering an apology as she pushed past him and horrified that he may have seen anything, she ran even faster, stopping on the staircase to catch her breath once she was certain Sirius wasn't following her.

Sirius watched her run with slight amusement. He knew she wasn't disgusted, her face was far too flushed for that, but aside from that he couldn't quite deduce just what the witch was thinking. Remus interrupted his thoughts with a cough.

"And just what..." the were-man began, eyes narrowing "did you think you were doing?"

A/N: And that, ladies and gents, is what you call a cliffhanger. I know it's short, but it is the prologue. Anyway, R/R, and I'll do my best to keep it updated. And if you're a little grossed out by the age difference I apologize, but I rather like the idea of sexy older Sirius with young, mature Hermione. I did try and make it better by taking poetic license with the Azkaban bit. I hope it wasn't too far fetched. ::blush::

Anyway, read, review and enjoy!