"Breathe, come on, breathe," a voice seemed to be chanting this mantra over and over, familiar and yet not so. His eyes slid open; only to close again as the light blinded him.

"Lupin?" The voice seemed disbelieving.

Remus made a noise in the back of his throat, unable to talk. His tongue felt like it had taken residency of his entire mouth, and his head felt like it was on fire.

"You've reacted to one of the minor ingredients, but I've managed to get a potion into you that should clear up any complications," Severus voice seemed to be shaking slightly, but Remus did not notice.

Severus was glad the other man was not looking at him, because a strange sight would have greeted him. He had been terrified when Remus collapsed, especially when he started to turn blue and there was no way of forcing open his mouth. He had never seen such an instantaneous response; it had almost killed him. His face was pale with strain, and he knew he would never be able to tell Remus that he had almost lost the battle. The antidote he had used seemed to be working; certainly Remus was breathing better already.

"I need to check you over, to see if it had an secondary complications…I can get Madam Pomfrey, if you prefer," he said awkwardly.

Remus managed a jerk of his head, which Severus took to mean no. With a gentleness he showed few people, Severus checked him over, feeling Remus' muscles twitch under his hands.

"Please…Water," croaked Remus, speaking for the first time. Severus was only too happy to oblige.

He was sitting up, sipping the water in a few minutes, face ashen. To Severus' surprise, a tear fell from Remus' eye as he watched him.

"What…what's wrong? Are you still in pain?" he asked, trying to keep the concern out of his voice.

Remus shook his head, but he could not contain a second tear.

When he finally spoke, his voice was hoarse.

"Well, that's that then. I can't take the potion. I'll be leaving Hogwarts,"

"Leaving? Why?" Severus asked stupidly

"I will not put the students in danger. I promised I would work here only if the Wolfsbane worked," Remus replied sadly.

Severus' eyes widened. He had not known that, but he suddenly felt a deep respect for the man in front of him.

"I would not worry if I were you. I can replace that ingredient with another, and increase the aconite to balance it out, because you weren't allergic to that. It should work fine," he explained it as simply as he could, although the changes he would have to make would be complicated and cause him a lot of work.

Remus looked as if he could not believe his ears, and smiled. But it was not genuine, and even Severus could tell this time. Some inner turmoil was eating this man inside out, and yet again he was left wondering what it could be. If he was a stronger person, or knew Remus better, he could just ask.

"Thank you, Severus. I don't have the right to ask you to do this however. You forget I was reasonable at potions in my day too. I know how much extra work this will cause. It will be easier for everyone if I left. I should not have come in the first place," Remus replied. He shrugged off Severus' offer of a hand up, and made to leave the room on wobbly legs.

"Wait," called Severus, intent not to leave things as they were.

Remus turned, mask back in place. He was cool, calm, and agreeable once more.

"I don't mind. Albus would have to find a new teacher, and he has his plate full at the moment. It would be a great inconvenience if you left right now,"

It was as close as he could come to saying he did not want Remus to leave. He had seen something that made him infinitely curious, and strangely, he did not feel like gloating over it.

"If…if you're sure?" there was no hope in his voice, and Severus knew he fully expected to be turned away.

"Of course. I enjoy working out new aspects of a potion," Severus replied, allowing the gruffness to come back to his voice at last. If he said he would do something, he always did it; Remus should know that by now.

"Than…" Remus was cut off before he could finish.

"Do not thank me, I almost killed you tonight after all. On that note, I think you should stay here tonight," it almost killed him to say the words, but he knew he had to make the offer. There was still a chance that the poison was still in his system, and he could easily relapse. Remus seemed to realize this and gave a curt nod.

"I'll sleep on the lounge then," he turned and left the room, leaving a million unanswered questions behind him.

Remus did not relapse, but he was decidedly pale the next morning. Severus had spent the entire night perfecting the new variety of Wolfsbane. It had to be ready before the next full moon or his work would be utterly useless. He was certain that there would be no repeat of last night's reaction, and told Remus so. The man was listless and merely nodded and thanked him. He left early, claiming to have a class to prepare and Severus let him go with a heavy heart. He still felt incredibly guilty; he should have predicted Remus' adverse reaction, or at lest handled it better.

As soon as he had a free period, he went to Albus and explained the events of the night previous.

"I'm sure you did everything necessary, Severus. Remus however, has always been a bit weak, due to his condition. We must be certain he recovers. As for his leaving Hogwarts, I won't allow it under any condition," Albus said.

It was curious how upset Severus seemed; only once had Albus ever seen him display any emotion whatsoever in regards to another human being.

"He seems to think he is a great danger to the students. I did not realize he cared," Severus let the words out before he could stop them, and immediately regretted it.

"He refused to teach here for a long time. He only choose to this year because I could not find anyone else," Albus replied.

Severus wanted to say that he was somebody else, but decided not to. He had had this argument many times over the years, but Albus had always refused him the post. He claimed he was saving him for when he would be most needed, whatever that meant.

"I should go," Severus said, bringing their conversation to a close. He did not want to discuss the defense position anymore; some things were better left unsaid.

He spent the day combing the corridors for the wayward Remus in between classes, but he never left the defense classroom, and Severus could not bring himself to be so obvious. He overheard students discussing how ill Professor Lupin seemed, and finally decided he would confront him after classes finished.

"Lupin?" he said cautiously, entering the room. It was in darkness, the students having long since left. Quickly he lit the lamps after seeing a slumped figure at the front desk.

"Severus? Is that you?" came the welcome reply.

He was resting his head on the desk, but he seemed all right.

"I just…" all of his perfectly reasonable excuses seemed to have flown from his brain.

"You didn't have to check on me," Remus' voice was weary, so much so that he sounded like an old man.

"I wasn't," Severus replied, trying to maintain his stony front.

Remus smiled feebly.

"I know you better than you might think Severus," Remus said lightly, sitting up.

"What do you mean by that?" Severus growled, bewildered.

"Nothing. At least nothing I can tell you, anyway. You think the whole world is out to get you, and they aren't. The world really IS out to get me, and I think they are winning," this curious statement was followed by silence, as Severus pondered what Remus was trying to say.

"Are you giving up Lupin? Tired of living your pitiful existence?" the words came out harsher than intended but Remus seemed not to notice.

"Something like that. It seems easier now, doesn't it?" he was still smiling, and Severus felt the sudden urge to slap him, anything to take that skull like grin from his face.

"Easier? What have you got in your life that everyone else doesn't? You're a werewolf, sure but you sound like you're about to jump of a cliff to drown your sorrows. You have no idea how tough life can be, Lupin," Severus had seen more death, rape, pain in a single month of his life under the Darklord than this wolf had seen for his entire existence. How dare he sit there and claim death was easier than life, like some suicidal depressed teenager, certain that life would never improve.

"Because you know me so well," Remus replied, and Severus was satisfied at seeing a flash of anger cross his face.

"Nobody knows you, Lupin. You always put on a happy face and pretend the world is just peachy. Now I see what you're truly like, you disgust me more than ever,"

Remus cringed as if he had taken a blow, and figuratively he had.

"If I disgust you so much, why don't you just leave? In fact, yes, get out of my room! That's right, MY room, since I'm the defense teacher, and not you. Doesn't it feel great to be beaten by a werewolf and a-" he cut himself short, face suddenly ugly in anger.

Severus had turned deathly pale and he swept from the room without a word. Remus sunk back down with a groan. His head still felt like it was on fire, but that was no excuse for his unexpected anger. Severus had merely pointed out all the things Remus had told himself, and he was right. If James and Sirius had been there, they would have said many of the same things. He had just driven away the one person who had bothered to see how he was feeling.

On his way back to his rooms, Severus set more detentions and took more points than he had in a long while.

"He's in a foul mood," George Weasley said to his brother, as they both complained that points should not be taken for walking too slow and breathing loudly.

As the portrait clicked into place, he let his rage out fully, smashing a few dozen jars in his anger. Damn Lupin! He had struck him where he was most vulnerable, and he knew it! He was started out of his rage by a timid knock.

"WHAT?" he bellowed, flinging open the artwork and stopping short.

Remus had followed him and wordlessly swept into the room closing the portrait behind him.

"I'm sorry," he said before Severus could say anything. "You're right,"

Completely at a loss for words, Severus kept opening his mouth before he thought better of it.

"You're sorry?" he finally repeated weakly.

"Yes," Remus said simply. "Do you forgive me or will I have to beg?"

Severus shook his head quickly, scared where this conversation was going.

"I was in pain, and I did not want to hear what you were saying. If James were alive he would have told me the same things and Sirius…" There was a flicker of pain and he abruptly turned away.

Deciding it was best to ignore the reference of his much-hated nemesis, Severus instead focused on what Remus had first said.

"In pain? Where?" he asked indifferently.

"Headache. Haven't been able to throw it since last night," Remus answered.

"I have a potion for that," Severus said, finding and handing a vial over.

"Thank you," Remus said with a grateful smile as he took it. They stared awkwardly at each other, and Severus found himself looking away first. Why oh why had he looked into those beautiful gray eyes again? He closed his eyes, determined to let nothing of how he felt show. A hand slipped into his and he almost recoiled from the touch.

"Friends?" Remus said with a smile.

"Friends," Severus repeated, lips stumbling over the unfamiliarity of the word. He pulled his hand away.

"You should go," he whispered, no longer in control of the situation.

All of a sudden he was terrified, and he had no idea why.

"Yes. Thanks again," Remus said.

After he had gone, Severus began slowly cleaning up the broken glass. He made himself a whiskey and sat down, trying to sort through his confused feelings. He was attracted to Remus, of that he had no doubt. He hated him because of a youthful grudge and was scared because he had seen him in his true form. He wanted to be close to him, and the thought scared him so much he wanted to run away. Severus had never felt anything like this before, and it was overwhelming, utterly so. If he ever said anything however, he was sure he would be rejected. It was all so complicated, so dependent on so many things. He should not, would not let himself feel like this, but he was already lost in myriad of emotions. How could he ever sort this out?

Remus too was confused. Severus had almost been…no that could not be true. There was no way Severus was actually attracted to him, was there? But Remus had been good at his job, and he always knew when someone truly wanted him. If he did, what could he do about it? No wizard would touch him after he had prostituted himself, especially to muggles. But then, no wizard knew about it, not even Dumbledore. At least he hoped Dumbledore did not know. The man had an uncanny knack at knowing the worst moments of a person's life and being able to manipulate them in some way. Surely if he knew Remus would not have been offered a teaching position? All he knew was that he had to find out how Severus felt, before they both got into a position they were certain to regret.

Over the next week or so, the two seemed to avoid each other's company as much as possible. Remus had decided he had not imagined the attraction, and knew Severus would be mortified if he knew Remus' secret. Severus felt he had said and done more than he should have that night, and was too embarrassed to seek Remus' companionship. It was so awkward when they met, and both blamed themselves. Remus threw himself into teaching, and was delighted to have keen and interested students in each class. He could finally look directly at Harry; when you got to know the boy, there was a completely different personality to discover from his father's. He was intelligent, kind and fair-minded, and while James had been the first, he was quick to judge and quicker to anger. James had been overly confident, inspiring a legion of female fans. Harry was quiet and thought things through before acting. Remus had even been to see the Gryffindor quidditch team practice, and discovered that Harry was a better flier than even James had been. It was a few days after this that he had his first chance to talk to Harry alone.