My first attempt at writing anything with R/S, which you'll notice drives the plot and also is barely there. My bad. Concrit welcome. Thanks to rian219 for the beta and discussion - you are my savior. Written for the RT Challenge on livejournal, prompt 25 "It Ain't Me, Babe"

Walking with Ghosts

She's beginning to think she's silly for noticing him, due to the fact that he's older than her by more than a decade, currently unemployed and a werewolf, but she's noticed him nonetheless. He's got amazing eyes and the lines of his face and jaw aren't unattractive, though he could use a haircut and shave. He's always been polite to her, witty and interesting and full of Life Experiences which she, being twenty-four, hasn't had and envies immensely. They get along easily and she finds herself staying late after meetings or arriving early in order to spend time with him.

She knows she shouldn't be noticing him, because someone else has been as well, someone with a longer history with him, and a closer bond of friendship, despite the years and the struggles. He stares at him with smoldering eyes, looking for something possibly lost and potentially recovered before running away to the bedroom or to the kitchen or somewhere else all together (teetering on the brink of madness, Mad-Eye says, and she knows it's true).

She's putting the pieces together, imagining frantic touches under heavy down covers at school or slow kisses on a lake after they left Hogwarts, something she doesn't mind thinking about but something that makes her envious of him, of them . She shouldn't look, shouldn't notice, because, in reality, her subject of interest should be out of range.

That is, until he starts to look back.

He makes the first move, stopping her in the hall one day after an Order meeting. He is nervous, emboldened by the firewhiskey he's been slowly sipping all night long. He asks her to dinner the next night, if she wants, suggesting a nice little Indian restaurant around the corner, and she says yes without even giving it a second thought (she does smile when she realizes he has noticed her love of spicy curry and the pile of takeway boxes in the rubbish bin). He's surprised when she says yes, visibly bracing himself for her inevitable rejection, and the way his eyes widen in surprise makes her smile.

Remus is polite at dinner, less nervous than before and the evening is enjoyable. She tells him more about her job, he discusses his life and what he believes to be pitiful stories which she believes aren't so pitiful at all. When he counts out the Muggle currency carefully to pay for their meal, she feels a pang of sadness at his desperate situation, and exhilaration as the full meaning – the fact that he would spend some of the little he has to take her out – makes her blood run through her veins at an amazing speed.

He does not ask for a goodnight kiss and so she kisses him anyway, enjoying the lovely feeling in her stomach and lower as he responds, softly at first and then with more force, pushing her against the door, the taste of green curry still in his mouth. He regains his senses when she shifts to avoid a door handle in her kidney and, when he pulls away from her, his breath comes out in short little puffs against the bridge of her nose and his hands shaking as they hold her waist.

They go out several times a week from then on, and kisses become more frequent; when they finally tumble into bed together, it is honestly the best shag she's had in her short and limited experience, because he's conscientious and really enjoys it. He doesn't mind cuddling afterwards (she kids him about this) and when they're together she feels very, very peaceful, and extraordinarily happy. He seems to be happy as well, growing more confident around her now they've had the Talk About His Condition and seeming to accept that she wants to be with him even if he's poor, and a werewolf, and older than her.

He brings her flowers one night, before an Order meeting, and sits beside her, their hands barely touching. She can feel the heat of his body through her cloak. They're supposed to go out to dinner after this, which will probably last until the next morning and she's looking forward to waking up next to him. It's not love, she knows this, but she's in deep, falling for him and – it looks like – he's falling for her too.

But Sirius' eyes never leave her the entire night, and the frown on his face deepens as they rise to leave, Remus' hand brushing against her back, Remus leaning to whisper in her ear and quickly kiss her neck. The look makes her stomach fall and she feels nothing of the deliciousness that usually accompanies Remus' touch. She can only see pain and anger and jealousy flashing in her cousin's eyes and afterwards, when sheets are tangled around legs and bodies glisten in the light of a single lamp, she says, "Sirius hates me."

He frowns, his hand stopping as he rubs her stomach. "Sirius does not hate you," he replies.

"Yes he does," she says, "because you're shagging me, not because I'm shagging you."

He sighs, looking away from her for a moment. "Maybe."

She doesn't want to ask, hoping he volunteers the information.

He doesn't.

When she brings it up again, several days later at breakfast, he avoids the subject before sighing and putting his cup on the table.

"It was right after school," he says calmly, though he is looking for meaning in the ancient wood, "We…well…I don't think Sirius understands that thirteen years have passed and, well…" he meets her eyes, "I'm more interested in someone else."

She feels a warm burning starting at her toes.

"Did you love him?" she asks. Remus sighs again.

"He was a good friend, but so much as happened and…god, its so cliché but I was young and open to that sort of thing. In the years since, my experiments have proven that I tend to enjoy certain things over others," he says, eyeing her cleavage. She laughs, and reaches out to take his hand.

"Do you think he loves you?" she asks.

"Not sure," Remus says. "Maybe. But I don't think it's love as much as just loneliness. Or something else."

"Hmm," she says, her own declaration of deep affection caught between her teeth.

One day before an Order meeting, she opens the door to the kitchen and finds Sirius kissing Remus slow and thoughtfully, one hand on his hip and the other on his chin. Remus' hands are at his sides, his eyes half-open, his mouth moving just slightly enough to be noticed. Overall, he looks surprised.

She knows she is, because it's not as erotic as she thought it would be. It's awkward, knowing what's happened and knowing what could happen and she really hopes they don't ask her to join them, as her heart's sort of breaking right now and Sirius is her cousin and also mental so ew .

Sirius pulls back, eyes never leaving Remus' face, but Remus' eyes, which have been half-closed, find hers immediately.

She doesn't run, but leans against the doorframe, silently demanding an explanation. She's been with Remus, for better or worse, going on two months, and he can at least tell the woman he's shagging that he's shagging her cousin as well (she doesn't want to think about the other things he could tell her).

But it's Sirius who speaks first, a choked "Sorry" then he's gone, a blur of black and blue, leaving the two of them to stare at each other.

"Would you believe it was an ambush?" Remus asks, hands going automatically into his pockets.

"If there's proof," she tells him, and he nods.

"I was coming in here," he says, gesturing to a book on the floor, spine cracked and pages splayed against the dark wood, "and he stood up and crossed the floor and it was all just a few moments before you arrived."

"Okay," she says, and he steps closer to her, reaching for her hand.

"Sirius is a friend," he tells her, "and I'm with you. The distinctions are clear."

When he kisses her, she thinks she can taste Sirius and thinks the distinctions are not clear to everyone.

"Why were you with Sirius in the first place?" she asks, struggling to button her coat up in the cold March wind. Why, not what because she already knows what they were and what drew them together.

"He was a friend," Remus tells her, "and afterwards, remained a valued friend, for the most part, until right before James and Lily died. Things were a bit tense then, as you know."

She wonders what brought them together in the first place, a drunken night or stolen glances in the library perhaps, and wonders what drove them apart prior to that fateful October night.

"So it was just…friends becoming more than friends?" she asks. She wants to ask if he was his first, well, you know and other things but he grabs her hand before she can ask.

"Yes. And, well…I'd pulled a few girls before and Sirius was – is – Sirius. A force of nature if there ever was one," he says, laughing as the wind blows her hat off her head. He runs back to get it and puts it back on, kissing her as he does.

"I understand," she says softly, because it doesn't bother her as much as it could, because his actions are sincere now, and must have been then.

"I'm glad," he tells her. "Because I really don't need an epic battle over me, to be honest."

"Oh, I could take Sirius any day," she says, laughing and he grabs her hand again.

"You know what I mean, though," Remus continues. "It was never anything serious to begin with – oh god, that's terrible – but it was fun and then it wasn't, obviously, and years have passed and Sirius is and always has been what I need him to be. And I appreciate that."

"He's a good friend," she says into the wind, and he nods and asks her where she wants to go for supper.

Sirius becomes more sullen, if possible, and a bit twitchy whenever she's in a room. If she sits at the table, he'll stand. If she reaches for something at the same instant as him, he'll back away. He doesn't look at her even when she speaks to him, which she can't do because everything is so tremendously tense – though Remus doesn't notice. He continues to treat Sirius in the same manner he always had, he continues to reach for her hand under the table, continues to do everything he did before, as if there has not been an interruption in their rhythm.

She watches Sirius, knowing that it is not only Remus that causes him pain. The stress of war and being locked up in this house and the stories coming from Hogwarts leave them all frustrated, but they are not trapped by the ghosts of their past or, maybe, not all of them are.

The Order knows they're seeing one another after Snape catches them snogging on a street-corner near the apparition point. It's going on four months by then, and now he's leaving clothing and books at her flat and sleeping there most days of the month. He doesn't want to be around her when he changes and she has no desire to witness it, though the fact that he still goes to Grimmauld Place and is with Sirius makes her nervous. She's been fighting through this, trying to believe him, but it's Sirius and the way he continues to look at Remus that she does not trust.

The morning after the full moon, she stops by the house before work with healing potions and some breakfast, fresh from a bakery nearby. The basement is empty, which means Remus is fine and resting elsewhere and so she climbs the stairs towards his bedroom.

Sirius is there, wearing only trousers and smoking a fag. He leans against the bed and he stares at Remus with an intensity she can't understand. Somehow he senses her and, without turning, he says, "It wasn't so bad last night."

"That's because you were there," she replies, crossing the room to put the food down. "Want something?"

"Only what I can't have," Sirius says softly, turning to leave, but before he does she calls out to him.

"Wait."

She doesn't want to confront him, doesn't want to discuss this at all but she has to, because it will kill them both if she doesn't. "I don't know if I should apologize for this or if you should, because this is ridiculous. It's…"

"No," he says. "You're right and it's not your fault, not at all." He stubs the cigarette out on the wooden poster of the bed. "You make him happier than I ever could."

When he leaves, she watches Remus sleep, and when he opens his eyes and sees her, he smiles.

"Dumbledore thinks I should go to the feral pack, scout it out," he says while they linger in bed one morning. "Not until summer, but he wants me to do that."

"That's ridiculous," she says, "you're not feral."

"True," Remus says, pulling her closer, and she wraps a leg around his hip. "But if they have some information – well, Dumbledore wouldn't ask unless he knew something."

"Still," she says, trailing off as he traces the curve of her breast with a fingertip.

"I don't mind going," he says, "but I don't want to leave you. You…well, I very much enjoy being with you. And these aren't so bad either."

She laughs, surprised at this and knowing it's the closest she'll get to any sort of declaration of love from him, probably, since he's not that kind of guy.

"Me and my cleavage?" she asks, arching her back into his touch, and he smiles.

"Mostly you," he says softly, kissing her. "You make me happy."

Sirius' words ring in her ears and she knows that whatever silent war they've been battling over Remus' heart, him and his ghosts and her and her warmth, she's won. It's a bit chilling, but the prize – Remus' love – is worth the small victory.

"Me too," she says. "You make me happy too."