Disclaimer: Harry Potter, the surrounding world and characters, are all property of Mrs J.K. Rowling. Please to not be suing me.

Author's Notes:
First of all, someone out there on may recognize this story as being written by a author with the pen name Okaishi. Please let me assure you that I am not stealing the story...I am, in fact, Okaishi...I've created a new internet persona as of late and am rewriting and reposting my most popular story under my new pen name. Please do not report me and have me banned from the site. I have asked for permission to repost the story under this new name, but I never received a response, so I'm risking it.
Second, as previously stated, this is a story I had already written a few years ago. It was fairly popular at the time and I've been wanting to rewrite it for a while to fix various mistakes and the like, and to flesh the whole thing out a bit.
Third, I realize that a few things aren't cannon to the Harry Potter world, but some of my "mistakes" make more sense to the story the way they are. So, for example, for the purpose of this story Remus has no known family. We all okay with that? Okay.
All that said, please enjoy the story as I repost it. Comments and reviews are perfectly welcome and very appreciated. See you next chapter!

Chapter One – Not Your Average Student

The train began to pull away from the station. Remus Lupin stood at the window of the compartment he'd claimed as the Hogwarts Express bore him on the slow trip back to school for another year. Crowds of families stood waving at their children from the platform, but no one waved to Remus. He had no family - to his own knowledge anyway. Circumstances had stolen them away from him when he was very young. As the platform began to disappear from sight, the sandy-haired boy took a seat and sighed contentedly. It was nice to be going back to school where he felt like he belonged; where he had friends.

A loud banging din erupted from further up the train, followed instantly by an ear-splitting shriek and the clatter of running feet. Remus rolled his eyes but couldn't help letting a little smile creep out as well; he raised his hand to his face to mask it. Mere moments later, three more boys came bursting into the compartment, winded from the sprint and roaring with laughter.

The first was James Potter, a bespectacled boy with deep hazel eyes and a mop of shaggy black hair that refused to stay in point all in one direction. Next came Peter Pettigrew, a short, pudgy boy with blond hair and blue eyes, whose sole purpose in life seemed to be to idolize James and make him look even better by comparison. The last to rush through the door was Sirius Black.

Remus' breath caught in this throat.

If it was at all possible, Sirius seemed to have become even more handsome over the few summer months. His raven-black hair fell perfectly straight, hanging just below his earlobes with an elegance that James could never have dreamed of accomplishing. He'd grown a little over the summer, making him officially the tallest of the four friends, and the most muscular – although he was still rather lean. The most striking features, however, were his smoky, silvery-grey eyes, which were the object of many girls' affections…and at least one boy's.

The three troublemaking boys were laughing breathlessly as they took their seats and slammed the compartment door closed.

"God Remus!" Sirius was almost choking on his own laughter as he plunked himself down next to Remus, "You should have seen the looks on their faces!"

"Especially Snivellus," added James, snorting, "When his robes went fuchsia I thought his head was going to explode!"

Peter added nothing, but nodded enthusiastically, gasping and swiping at tears of mirth as they sprung countless to his eyes.

"I take it you haven't developed any sense of maturity over the summer then?" Remus' tone was one of gentle teasing; if his friends ever really did decide to grow up, life would become incredibly boring for him.

Sirius, regardless, looked positively mortified. "M-maturity?!" he barked the word and grasped a hand to his chest as though it had been a dagger through his heart. "Oh! My lord! I think I'm dying!" The next moment he gasped and threw himself unceremoniously onto Remus' lap, playing dead.

About a pint of blood rushed immediately to Remus' face. "Sirius, get off!" he stammered, shoving at Sirius, who hit the floor with a painful thud.

"Ow!" the raven-haired boy exclaimed, "Remus, what the hell?!"

Remus had to struggle desperately to slow his hammering heart and faked a pained expression, "Really bad bruises on my legs," he lied, "From last full moon."

Sirius' face dropped instantly and for a moment Remus felt a pang of guilt. "Rem, I'm sorry, I didn't think -"

"It's okay," Remus assured his best friend quickly, offering a hand to help him back up, "Just gave me a bit of a start is all."

Sirius nodded and accepted the hand, sitting himself back down with a wince, and turned to talk to James.

Remus sighed inwardly. It hadn't been a complete lie. He had suffered two rather horrible transformations over the summer months. Remus Lupin had been a werewolf since he was bitten by one at a very young age. During his first ever transformation, the young wolf had stolen away into the night, taking himself miles away from his home. He'd searched many times after for his family, but never found his home again. No one seemed to be looking for him either, and indeed he'd been so young that he couldn't even remember who it was he was missing. Had he even had a home or a family before the bite? He honestly couldn't remember. At the age of eleven, however, he'd been taken away from the orphanage he'd been living in and admitted to attend Hogwarts School of Witchcraft and Wizardry by a most kindly headmaster, Albus Dumbledore. The headmaster had set up certain precautions so that the boy could learn magic alongside his peers, and very few beyond the school's staff were ever given the knowledge of Remus' condition. His friends had learned in their fourth year when Sirius had suddenly figured it all out. Remus recalled how terrified he'd been that his friends would leave him, hate him, and persecute him as others had done in the past. But Sirius and the others had accepted him where few others ever had, and he'd felt twice as close to them ever since. They had even challenged wizard law and possible expulsion from school by becoming animagi to be with him during his transformations and protect him from hurting himself while he was in wolf form. They couldn't be with him during the summer, however, so it was normal for Remus' body to be riddled with cuts and bruises during those times.

"I'm telling ya, mate, you're grasping at straws," Sirius was saying when Remus came back into the conversation, "She just doesn't like you."

Remus stifled a silly grin. Obviously the conversation had made its way to Lily Evans, James' "true love".

"She's just playing hard to get," James insisted with a pout.

"For six years?" pointed out an incredulous Peter, causing Sirius and Remus to snicker.

"I'm telling you guys," James argued, running a hand through his already-messy hair, "This year I'll have her!"

"You said that last year, mate," snickered Sirius.

"And the year before that," Peter added.

"And if my memory serves me correctly, the year before that as well," Remus continued with a grin.

"And -"

"Alright, alright, I get it!" shouted James, throwing his arms in the air in defeat, "I'm a gigantic, pathetic failure! Are you all happy now?!"

The boys burst into laughter, and after only a few moments of pouting, James joined them. Remus gazed fondly around the compartment at his close friends, his eyes lingering a little longer on Sirius. Yes…it was rather nice to be heading back to school.

"Seventh year at last!" cried Sirius at the end of Professor Dumbledore's start-of-term speech.

"Food!" added Pete as the house tables of the Great Hall magically filled for the feast.

"I've got to admit, I'm nothing short of amazed that you four managed to make it to seventh year," Lily Evans called from a few seats down.

"Now, now, now, my dear Ms Evans," James replied, grinning as handsomely as he could manage, "You know how terribly you'd miss me if I were to leave early."

Lily stuck her tongue out and turned immediately back to her friends, but she was smiling, bright green eyes flashing flirtatiously, a mane of silky red hair falling around her shoulders. Remus grinned into his fork from his spot across from James. Of the four friends who called themselves the Marauders, Remus was definitely the only one with a decent set of observational skills. He could easily see that Lily liked James just as much as he liked her, even if neither of them realized it themselves. He suspected that Lily turned down James repeatedly because he'd been such an annoying twerp when they'd first met and she now found it difficult to admit that her feelings about him had changed.

"What're you grinning about, Moony?" asked James, noting his friend's smirk.

"Oh, nothing," Remus claimed, but he couldn't get the grin off his face, "Nothing at all."

"Liar," Sirius said, and winked at Remus from his seat next to James.

Remus spent the rest of the meal struggling to control the shade of his face.

Once the feast had ended and the students in the hall were beginning to disperse, Remus and James (who were prefect and Head Boy of Gryffindor, respectively) were obliged to help the newest Gryffindor first-years back to the Gryffindor common room.

"See you back at the dorm them!" Sirius jogged off merrily, school robes billowing behind him, followed closely by a quickly waddling Peter.

Remus watched Sirius' departure for a few seconds before turning his attention to the task at hand. He always was the responsible one, after all. "First years!" he called down the table, "First years follow us please!"

"Come on, I'm tired!" James whined loudly, "Oy! Hurry up you bloody little -" Lily walked by. "-darlings! Come on now, follow us!"

Remus snickered and James stuck out his tongue. A group of pint-sized, nervous-looking students gathered around the two lanky seventh-years and together they started off through the school. The first-years, in particular those of muggle origin, oohed and ahhed at the many moving, waving portraits and the tower of moving staircases; things that the older boys now took for granted as ordinary.

"So," James spoke quietly in Remus' ear as they walked, "You gonna tell me who she is this year?"

Remus sighed and rolled his eyes. "Prongs, you've been asking me for three years who the girl is, and for three years I've been telling you that there is no girl!"

It wasn't a lie.

"You're a horrible liar, Moony," smirked James, "It's not like it's hard to tell when someone is in love, you know. The blushing alone…"

Remus flushed, partially in anger.

"Ha! See?" James grinned and pointed in triumph, "Just thinking about her is making you blush! Listen Remus, I know there's someone. You know there's someone. There's been someone for at least three years now, and it's really starting to drive me nuts that you won't trust me with a name. If you tell me, I'll help you get her!"

Remus snorted, a little more rudely than he'd meant to. "Yes, we've all seen how good you are with the ladies."

"Hey, hey, that's below the belt."

Remus grinned and, choosing the end the conversation there, turned to the portrait of the Fat Lady. "Chinese Fireball," he gave the password and she swung forward, allowing them passage to the Gryffindor common room. It was a large, majestic room whose elegance was lost on the two elder boys, who'd been looking at it for six years already. A lovely fireplace burned against one wall, surrounded by many cushy red and gold armchairs and couches, and the walls of the room were decorated with the red and gold banners of Gryffindor.

"Girls' dormitories are up those stairs," Remus explained, pointing, to the first-years, "Boys' there. Your things will have already been brought up to your rooms."

James yawned so wide that tears sprung to his eyes and for a moment it appeared as though his head may disappear. "Come on Moony," he insisted, "They'll figure out the rest on their own. Time for bed."

The first-years didn't seem to be paying attention anymore anyway, so Remus conceded and followed his messy-haired friend upstairs to their shared dorm room. Sirius and Peter were already there, rummaging through their things and getting ready for bed.

"No luck yet this year, Padfoot," James sighed to Sirius. Remus rolled his eyes again in annoyance.

"Oh come on, Moony," Sirius begged, taking up where James had left off moments earlier, "We're desperate to know! We need to know! We'll die if we don't know."

"No you won't," Remus grumbled, digging absently through his trunk.

"Aha!" Sirius accused, "So you do admit that there is a girl then?"

"No there i-" Remus stopped and flushed scarlet. He'd looked up from his trunk to find that Sirius had being to disrobe for bed and was standing mere feet away in nothing but his silky black boxer shorts as he untangled his shirt from his arms. If the raven-haired boy hadn't been working out over the summer, then he must have developed an extremely powerful metabolism. He had perfect abs, skinny yet muscular arms, and broad, handsome shoulders. His legs were long and powerful-looking, and the waist of his boxers was drooping dangerously low, revealing just a hint of pelvic bone. Who the hell wears silk boxers?! Remus thought in a panic as his heart skipped a beat and a breath caught in his throat..

"See?!" exclaimed James, and Remus quickly averted his hungry eyes, "You're blushing again!"

"Whatever James," Remus replied moodily, watching Sirius out of the corner of his eye. The other boy was crawling into bed without putting anything else on, which if possible, made Remus flush further. He couldn't help but think about all that soft, bare skin being gently stroked and caressed by the bed sheets… "I'm tired!" the werewolf's voice squeaked and he coughed to lower it, "Think you can leave me be for one night?"

James crossed his eyes and made a highly immature face before leaping into bed himself.

"They'll get it out of you eventually, somehow," Peter smirked over at the flushing boy, "They aren't just going to leave you alone about it. You know how they are."

"They've been tormenting me about it for three years, Pete," Remus sighed, "I wasn't expecting them to just give it up now." He watched Peter climb into bed, and when he was sure none of the boys were looking at him anymore, he quickly whipped off his robes and leapt into his own four-poster. "Good night guys."



"Don't let the bed gnomes bite."

The lights were put out and Remus was left alone with his thoughts. Who's the girl? He reflected sardonically, I'm getting so damn sick of hearing that. It seemed so ironic that James, who could be so clueless when it came to Lily, could catch on so instantly when Remus had fallen in love.

The young werewolf had realized during fourth year that he wasn't interested in members of the opposite sex. He'd spent several months in complete denial, thinking that the world couldn't possibly be cruel enough to make him a gay werewolf. He'd regularly force himself to stare at girls during class, focusing on their bodies, trying desperately to find them sexually attractive. Then it had all gotten a hundred times worse when he suddenly figured out who he was attracted to. This revelation had been followed by several more months of denial. How could he be attracted to Sirius? How could he have these kinds of desires and feelings for his best friend? Not to mention that Sirius Black, the most desired guy in school, was a total player who could have any girl he wanted. Any GIRL he wants, Remus' mind hissed the cruel reminder, plunging him into his usual pit of love struck depression, The only way you'd ever have a chance with him is if you somehow became a girl, and even then, why would Sirius want you when there are a million other girls out there that he could have in a second?!

"Rem?" a quiet voice whispered from the bed to the right.

Remus snapped out of his thoughts and turned his head to the voice. Through the darkness he could just make out Sirius' face, shadows playing beautifully across his handsome features. "Yes, Sirius?"

Sirius smiled gently through the dark. "Look Rem," he spoke very quietly so that the other boys wouldn't awaken, but Remus' wolf senses could pick him up easily, "You've got to more confident. Whoever the girl is, I'm sure she'd like you if you just gave her a chance to."

Remus made to say something about there being no damn girl, but Sirius cut him off.

"I refuse to believe that she doesn't exist, Moony. James is right; it's so obvious that you're in love. If you don't want to tell us who she is, we can't force you, but can I maybe make a suggestion? Tell her. You're a great guy. You're smart and fun and handsome, and you've got the uncanny ability to keep the rest of us in check when it matters. She'd be nuts not to want you. And you've only got this one last year of school left to try, and then she might be gone forever."

Every molecule of Remus' body pained to scream, It's you, Sirius! I'm in love with you!, but he settled on a slightly choked, "Yeah…thanks Padfoot."

Sirius grinned at his friend and then turned his back and drifted off to sleep. Remus blinked a few times at the ceiling and felt a headache coming on. Tell you that I love you? he thought sadly, glancing over at the back of Sirius' head, Sorry Padfoot…worst advice you've ever given…