Oki I got the idea of this story a long long time ago and finally I have taken the time to actually write it down. I had little pieces of it everywhere… Well I don't own these characters no matter how much I might wish that they were. And all of you readers out there. I love reviews even if you didn't like it. But if you did like it I give you my undying love and home-made cookies. : D

"My God I hate potions!" Remus Lupin declared after ruining his potion for the umpteenth time.

"Come on don't give up, you'll get the hang of it" Sirius Black his trusting friend said and patted him on the back.

"Yeah when? I would prefer to learn this now and pass the exams… 's not like you have to worry, you never study and still you get top scores…" he muttered under his breath.

"Sorry Moony… can't help that I'm such a brilliant potions-maker and you're not." Sirius said trying not to laugh.

The bell rang and the boys started to pack up their things and leave the dungeons.

"Not you Mr. Lupin. You stay." Their old potions-professor Mr. Diddle said.

James and Sirius we're waiting by the door. "Guys, you don't have to wait for me. Just hold a spot for me at the table." Remus said. The other boys nodded and left Remus with Diddle.

"This won't take long I just wanted to talk to you about your grades. You have barely managed to make half of the potions and your grade is somewhere below acceptable."

Remus sighed, "I'm sorry professor. I try to do my best but…"

"It's alright but if I we're you I would ask someone to help me. I would help you if I could but I have a lot to do right now with the 7th years."

Remus smiled though he was screaming inside "Thank you professor."

When he'd left the classroom he leaned back against the nearest wall and buried his face in his hands. Where was he going to find someone that could help him? He would never ask Sirius. No Sirius wouldn't be much help although he's brilliant at it. James's no big help either and asking Peter…no way.

"Pitiful…" a cold voice on his right side said. "The little Gryffindor's having trouble with Potions…"

Remus looked through his fingers. Yes, he should have recognised that voice. Severus Snape was standing there gloating at him.

"You watch it! And who said that I have trouble with it!"

Snape's cold eyes glittered "It's not hard to see that it's not your best subject when you have done practically everything except making your cauldron blow up."

"Severus! If you just came here to mock me…!"

"Mock you? No I came here to ask if you needed my… assistance…"

"Your assistance?" Remus said and snorted. "What's the catch?"

"Catch? There's no catch that's the good part… if you're interested you come down here tonight at 8. See you then…" Severus said and strolled away further into the dungeons to the Slytherin's common room.

"Well, it can't be worse than it's already is." Remus thought. "And he is the best in our class if you count out Sirius…8 o clock tonight then."

"What do you reckon Diddle asked Remus to stay for?" James asked while pouring up another glass of pumpkinjuice.

Sirius shrugged his shoulders "Dunno… oh wait here he comes."

Remus just came in into the great hall and when he saw his friends he hurried of to their table and slumped down next to them. He grabbed a bit of everything and put it on his plate, he was very hungry. It's always like that a few days before and after the full moon. Especially after. It was like when you've had a nasty cold but ten times worse. His friends were staring at him, not because of the eating though, but they were curios.

When he finally noticed how quiet they were he stopped eating and looked up from his meal. "What's the matter, why are you so quiet? And why are you staring at me?"

"Are you not going to tell us?" Sirius asked and stroke one of the black curtains of hair out of his face. The hair was even better groomed than most of the girls' at school but he liked it when it looked a bit messy.

"Tell you what? What Diddle wanted?"

"Yes!" James and Sirius said in one voice.

"You know, I think that you could guess what it was about, I'm not such a 'brilliant potions-maker' as you Sirius so he gave me the advice to study harder…"

"And that's it?" Sirius said frowning.

"Yes…", Remus said but he felt his ears were beginning to turn into that light pink shade like they always did when he was nervous or not telling the entire truth.

"Fine, I thought it maybe was something like 'Remus I'm sorry but I'm gonna have to put you in a special group for those who are not gifted with magic touch that is acquired when handling with potions'" Sirius said and broke into laughter. James of course began to laugh hysterically to. But when Sirius saw the look on Remus' face that kind of said 'it's not funny' he immediately took it back. "I'm sorry Moony, was only kidding."

"Yeah yeah, I know Padfoot." Remus said and looked over at the Slytherin table. Severus was sitting as usually with Malfoy, Crabbe and Goyle. He turned away his gaze so no one would think he had a thing for a Slytherin. Which he had not, but the clock had struck seven and he soon had to make up an excuse to James and Sirius for leaving them at 8. What excuse would they take?

Remus rose from the table "Sorry guys I have to go to the library…"

"But you won't be there all night?" James said.

"I don't know at least until nine… I have to study… arithmancy…" he said and headed for the library. He would wait in there until 7.55 and then he would go to his first study-session.

"Arithmancy? Why is he going to study that? He's the top student in that class…" Sirius said and his eyes were narrowing. He knew his friend very well and was sure that he was not telling them the truth. He had a sixth sense for that kind of stuff. Maybe it had something to do about him turning into a dog once a month.

"Don't know…" James said looking over at Lily. How many times would he have to ask her out before she says yes? He turned to look at Sirius who now had that crazy glimpse in the eyes he would sometimes get whenever he was up to something. If Sirius looks at you like that while you're eating it's not a good idea to eat it. You might get a not so pleasant surprise. "Sirius. I know what you're thinking and it's not a good idea. We will not follow him! Whatever he's doing it's his business. If you really have to know you can ask him again later."

Sirius leaned back in his chair pretending not to notice the Hufflepuff girl flirting with him at the table next to where they were sitting. "Fine Jamieboy! We won't follow him. But when he comes back he's better have a good explanation. 'Arithmancy studies' my ass…"