Disclaimer- I am not JK Rowling; I do not own any of her stories or characters, and I did not come up with the brilliant idea which is Harry Potter.

Harry Potter slumped down in his chair, absent-mindedly chewing the end of his quill. In the front of the Defense classroom, Professor Lupin paced back and forth, gesturing enthusiastically whilst lecturing on the origins of Boggarts. The class had finished with the practical portion of their first lesson, which Harry had to admit, was more interesting and exciting than any other Defense class he'd attended at Hogwarts. Loads better than Quirrell's ramblings on the dangers of vampires. And Lockhart... well, Harry suspected a slug could teach better than Lockhart. Either way, Lupin didn't have much in the way of competition.

The results of an actually engaging lesson were evident throughout the classroom. Even Ron, who normally slept through lectures, seemed to be listening attentively to Lupin. And Hermione was scribbling down notes with even more ferocity than normal, Harry noted with amusement.

Slumping even further in his seat, Harry sighed. Lupin was certainly different than any other professor Harry had encountered. He seemed relatable. Friendly, enthusiastic, and strangely enough for a professor, genuinely funny. Still, Harry couldn't help but feel a bit of resentment toward him. Everybody else in class had been encouraged to face the Boggart during the practical lesson. But when Harry had stepped up, both excited and anxious to take his turn, Lupin had hurriedly pushed him away and defeated the Boggart himself.

Harry frowned at the memory. Hermione hadn't gotten to fight the Boggart either, he reminded himself. However, she hadn't exactly been shoved aside. Picking at the edge of a piece of parchment, Harry lost himself in thought.

Maybe he hadn't been allowed to fight the Boggart because Lupin considered him weak, or cowardly. Harry's gut clenched as he remembered the dementor incident on the Hogwarts Express. He'd collapsed, even though nobody else in the compartment- or the entire train for that matter- had done so. Professor Lupin had fought off the dementor while Harry had just laid there pathetically like a frightened baby. Perhaps that was why Lupin wouldn't allow him to fight the Boggart, Harry mused anxiously. Maybe the professor had decided he was too weak to fight Dark creatures since he couldn't even tolerate the presence of one.

At that moment, Lupin scanned the class and made fleeting, coincidental eye contact with Harry. Feeling his face begin to burn, Harry quickly looked down at his desk and busied himself by pretending to take notes.

"…And that wraps up how Boggarts came to reside in modern day Europe, as opposed to their original origins in ancient Egypt." Harry tuned into what Lupin was saying, realizing with a wince that he'd daydreamed through nearly the entire lecture.

"It seems our time together is up," the professor informed his class cheerfully, leaning against his desk in a rather fatigued manner. "But I'll see you all again this Thursday. For homework, I'd like everyone to read the first two chapters in the Defense text. The readings cover Boggarts and Hinkypunks, which we will be discussing next week. I strongly advise you to take notes," Lupin added with a wry grin. "There just may be a pop quiz in your futures. Class dismissed."

Chatter broke out amongst the students as they began to pack up and disperse. Ron, who was sitting next to Harry, turned to him with a wide smile plastered across his face.

"Wasn't that wicked? I don't think we've ever had a lesson like it! I mean, I kicked that spider's arse! And when Neville imagined Snape in his Gran's dress-"

"Of course that's all you'd care about, Ronald," Hermione interrupted in a mock-haughty tone, plopping her book bag onto the boys' table. "It was more than an amusing lesson. It was absolutely fascinating! I mean, I read the Defense book already, but it didn't cover half of what Professor Lupin told us about Boggarts. I only wish I'd gotten the chance to try casting Riddikulus. I hope the rest of the class will be this informative!"

Ron scratched the back of his neck uncomfortably. "I'm sure it will be, 'Mione," he muttered with a frown. "Merlin. Doesn't mean we can't have some fun with it."

Harry smiled, amused at his best friends' bantering. He began packing up his book bag as the two of them continued to bicker mildly. Suddenly, a new voice joined in the conversation.

"So, did you all enjoy the first lesson?"

Harry jerked his head up hurriedly, eyes wide. Professor Lupin stood next to Hermione and Ron, smiling gently. Nearly all the class had already left, with only a few stragglers still present.

Immediately, eyes bright with genuine enthusiasm, Hermione began to reminisce about how wonderful the lesson had been. Ron chimed in with a few off-hand comments, while Harry sat there awkwardly, mind still fixated on how Lupin had pushed him aside earlier. Watching the professor closely, Harry startled when Lupin's curiously amber-colored eyes met his own.

"What about you, Harry?" Lupin addressed him kindly. "Did you enjoy the lesson?"

Face burning, Harry nodded rapidly as he grabbed his bag and stood up in one fluid motion. "Yeah," he muttered, looking down at the ground. "It was real good."

Harry's comment sounded stupid even to himself. All he could think of was getting away from the room, and Lupin, as fast as possible. Turning to Ron and Hermione, who both looked at him with open confusion, he clenched his teeth.

"We'd better go, or we'll be late to Potions."

With that, Harry spun around and walked quickly toward the classroom door. The back of his neck prickled uncomfortably as he listened to Hermione hurriedly apologize to Lupin. Exiting the room, Harry groaned lightly as he rounded the hallway corner and leaned against the stone wall. Stupid, he chided himself. If Lupin didn't think he was an idiot before, he certainly did now.

Footsteps rushed up behind Harry, and in a moment, Ron and Hermione stood beside him.

"What was that about, mate?" Ron questioned, adjusting his robes, which had gone askew during his sprint down the hall. "Potions doesn't start for another fifteen minutes at least."

Harry tried his best to look nonchalant. "I… I just don't want to be late. You know how Snape gets in a foul mood when we're late."

Ron snorted. "Come on, it's Snape. Is he ever not in a foul mood?"

"I just don't want to be late, ok?"

"Really, Harry, you're being a right pain in the-"

Ron's comment was cut off with a sharp yelp of pain as Hermione elbowed him in the ribs. Rubbing his side, Ron scowled furiously at her.

"Honestly Ron," she huffed. "Can't you tell something's bothering Harry?" Turning toward Harry, Hermione gave him a half concerned, half exasperated look. "What's really the matter?"

Harry groaned. Explaining his concerns to Hermione was the last thing he wanted to do at the moment. "Nothing's wrong, I swear," he said rather sharply. "Just drop it, Hermione."

Hermione's face fell, and for a moment, Harry felt a bit guilty for snapping at her. However, within seconds, Hermione's expression had changed from hurt to haughty. With a 'humph!' of indignation, she jerked her head away. "Fine, be that way," she sighed. "I was only trying to help."

Embarrassed, Harry stared intently at his feet. The trio stood in awkward silence for a moment before Hermione glanced at her wristwatch.

"If we don't leave now, however, we will be late."

With that, she turned away and flounced down the hall. Hurriedly, Ron and Harry trailed after her.

"I hate Potions," Ron complained to Harry as they made their way downstairs to the dungeons, his annoyance with the other boy already entirely forgotten. "Especially the first lesson of the year. Snape always gives some sort of quiz. Like we should really be expected to memorize the entire bloody book over vacation. And I'll probably get a Dreadful on my summer assignment. Honestly, as if anyone could write four bloody feet on the differences between healing balms and potions."

Pushing a lock of bushy hair aside, Hermione frowned at Ron in mild annoyance. "Four feet isn't that bad, especially considering how large your handwriting is. And you're not expected to memorize the text, but you should at least read it! I found time to read the entire book during my vacation."

"Of course you did, 'Mione. Reading is all you do."

Abruptly, Harry stopped in the middle of the hallway, realization suddenly dawning. Heart pounding, he flung his book bag off his shoulder and hurriedly began to dig through it.

Hermione frowned. "Forgot to finish your summer assignment?"

Harry shook his head rapidly, continuing to rifle through his things. "No, I think I left it in Defense. I was finishing it up at the beginning of Lupin's lecture, and I packed up in such a rush..."

"Snape's going to murder you, mate," Ron said, sounding nearly amused.

Harry dug for a moment more, then sighed and slung his bag back over his shoulder. "I'm doomed," he agreed without hesitation. Snape loathed missing work. And he loathed Harry. Bad combination. And Harry highly doubted Snape would listen to any sort of explanation.

Even Hermione, still irritated with Harry, and who normally would've scolded him for such carelessness, seemed to understand the severity of the situation. "Think you can run and get it in time?" she questioned.

Harry bit his lip and glanced at his watch. "Probably not, but it's not like I have much of a choice. Maybe I can get a note from Lupin, or something."

Hermione nodded briskly. "We'd best head off though. Sorry we can't wait, but..."

Harry nodded. "Go on ahead- I'll try and hurry." With that, Harry turned around and began jogging down the hallway, heading back towards the Defense classroom. If it had been any other assignment he'd forgotten, he wouldn't have even bothered returning to retrieve it with such little time left between classes. He'd have just explained what had happened to the appropriate professor and risked getting scolded a bit. Better than facing Lupin after the way he had left the Defense classroom earlier. Now Lupin was probably going to consider Harry careless as well as cowardly.

Harry jogged up a staircase, taking the steps two at a time. Still, he thought to himself, he had some sense of self preservation. Choosing between facing scorn from Lupin or Snape, he'd choose Lupin in a heartbeat, bad opinions and all. Panting slightly from his sprint upstairs, Harry slowed his jogging as he reached the Defense classroom. The door was shut, and uncertain as to whether or not Lupin was even in his room, Harry hesitated to enter. Swallowing heavily, he reached up to knock, but before his hand could even touch the wooden door, a voice called out from within the room.

"Come right in!"

Starting slightly, Harry wiped his palms on his trousers before pushing the door open. The classroom was empty save for Lupin, who was sitting at his desk doing some sort of paperwork.

"Hello Harry," Lupin addressed him, setting down his quill. "What can I do for you?"

Still hanging in the door frame, Harry quickly glanced towards the table he'd sat at during class and felt his stomach drop when he saw his essay wasn't there.

"Er... well, I reckon I left my Potions assignment in here," Harry began, shuffling his feet nervously. "But I could be wrong. Sorry. I didn't mean to forget it or anything, and I don't want to bother you. But if I don't find it, Snape will kill me."

Lupin smiled kindly. "Professor Snape, Harry. And you're no bother at all."

Harry shrugged awkwardly, not knowing how to respond to that.

"And luckily," Lupin continued, "I happened to find your essay whilst tidying up after class." Shuffling through some papers on his desk, Lupin held up Harry's essay with a triumphant grin. "It seems as though you won't have to face Professor Snape's famed wrath today."

Harry managed a crooked smile at that and felt his nerves lessen slightly. Really, he thought to himself. Lupin seemed nice enough. Even if the professor thought Harry was a coward, shouldn't he be working to disprove that, instead of running out of classrooms like some sort of wimp? What kind of Gryffindor was he?

Feeling rather embarrassed with himself, Harry walked up to Lupin's desk and accepted the offered parchment.

"Thanks," he murmured, shoving the essay into his bag.

"You're quite welcome," Lupin replied mildly. However, he studied Harry's face with an intensity that had Harry looking away to avoid his gaze.

"I'd best head off to Potions, sir," Harry said after a moment of uncomfortable silence. "Thanks for finding my essay," he added with a hesitant grin. "You're right- I wouldn't want to face Professor Snape without it. He doesn't care for me much as is."

Lupin nodded slowly at this. "Of course," he murmured, almost to himself. "Well, I'll see you again soon, Harry. Don't forget to do the readings for our next lesson."

"I won't, Professor," Harry promised. "Thanks again." Turning to leave the room, he hesitated for a moment, remembering his previous musings. Now, his concerns seemed rather silly. Lupin didn't seem angry or disappointed with him in the least. Rather, the Professor acted friendly, and seemed eager to help. Frowning slightly, Harry paused at the door to the classroom, questions storming through his head.

Curiosity and confusion won over conflict. Mustering up his courage, Harry turned back around. "Professor Lupin," he spat out quickly, before he could change his mind. "Do you mind if I ask you a quick question?"

The professor looked up from his papers in surprise, but after a moment, smiled gently. "Not at all," he replied.

Harry swallowed. "Well… I was just wondering why you didn't let me fight the Boggart in class today. I mean, I don't really care or anything, but everyone else got to, and I know I could have done it if you'd let me, and I don't mean to sound bratty or anything but I just thought that maybe-"

"Harry," Lupin cut him off, eyes wide. "Take a breath and calm down a moment."

Harry flushed, realizing he'd been rambling. "I just… I thought maybe you thought I couldn't do it or something. That I was too weak." Looking down at the floor, he avoided making eye contact with his professor.

Slowly setting his quill down on his desk, Lupin sighed. "I apologize if I gave you the wrong impression, Harry," he said gently. "I don't think you're weak at all. Quite the contrary, in fact. I'm certain you could have fought the Boggart off, but I didn't want the class in a panic if they saw Lord Voldemort suddenly appear."

Harry jerked his head up, eyes wide, as everything suddenly clicked into place. "Oh," he said softly. "I get it. That makes sense. I didn't even think of Voldemort though, to be honest. I reckon my Boggart would have been a dementor."

"Ah," replied Lupin, eyes widening with understanding. "I see. Dementors are indeed frightening creatures. After the incident with them on the Hogwarts Express, I can imagine they would be quite fearful for you."

Harry nodded, feeling as though a weight had been lifted off his shoulders. "Yeah, that's why I was confused when you didn't want me to fight it earlier. I thought maybe because I couldn't stand being near the dementor on the train, you didn't think I could fight the Boggart form of it either."

Lupin closed his eyes as if in pain. "I sincerely apologize, Harry. Giving you that idea was not my intention."

Opening his eyes, the professor regarded Harry seriously. "And another thing, Harry. You should know that dementors are amongst the Darkest of creatures in this world. They quite literally feed off people's fears and unhappy memories. Because of this, those of us who have experienced and seen true horrors in the past are more susceptible to them than others. You are not weak, Harry. I promise you that."

Harry swallowed harshly, remembering how hopeless he'd felt when the dementor was near him. How cold and frightened he'd been, with that woman's shrill screams echoing through his head…

"Is- is there a way to fight off dementors, Professor?" Harry asked hesitantly. "I know you cast something at the one on the train, when it came into our compartment. Ron and Hermione told me about it. Do you think you could maybe teach me to fight them too?"

Lupin studied Harry intently, eyes filled with an emotion Harry couldn't quite place.

"I don't pretend to be an expert at fighting dementors, Harry," Lupin answered weakly after a moment. "Quite the contrary, in fact."

"Please, Professor?" Harry pleaded. "I have to know how to fight them off- how to defend myself. I can't be helpless like that if I see them again, I just- I just can't." Harry looked away from the professor, blinking rapidly.

"Harry, learning to fight a dementor… it's highly advanced magic. It is not something we normally teach at Hogwarts, let alone to a third year like yourself."

"I know," Harry replied fiercely. "But I have to try." He lifted his head up, looking Lupin directly in the eyes. "Please?"

Lupin gazed at Harry a moment longer before sighing heavily. "I'll talk with Professor Dumbledore about it, Harry," he conceded. "And see what he thinks about all this. You would need the Headmaster's permission, anyway, before learning such advanced magic."

Harry grinned widely, unable to help himself. "Thank you sir!" he exclaimed, feeling nearly giddy with relief. He would learn to fight the dementors, he promised himself. He wasn't weak.

The professor smiled back. "No promises, however, you are quite welcome. Now, shall I write you a pass to Potions? I don't suppose Professor Snape would much appreciate you arriving twenty minutes late to class without one."

Harry laughed, nodding happily in agreement. "No, I don't think he'd appreciate it at all, sir."

Remus Lupin stood in front of the gargoyle which guarded the Headmaster's office. "Sugar Quills," he addressed the gargoyle, who upon hearing the password, slid aside to reveal a set of spiral stairs. With a slight grimace, Remus began making his way up the staircase, dreading the conversation to come. He knew where this conversation would inevitably lead, and what revelations would result from it. But he had promised Harry. And he of all people could relate to the desire to protect oneself against the overwhelming despair dementors wrought.

Reaching the Headmaster's office door, Remus hesitated only a moment before knocking.

"Come in!" a voice called from within.

Swallowing harshly, Remus opened the door. Albus sat behind his desk, sipping a cup of tea.

"Ah, Remus!" he exclaimed happily. "Do come and sit down! Would you like anything to drink- tea, perhaps? I remember you being quite partial to Earl Grey. How was your first day of classes? No problems, I take it?"

Smiling at the Headmaster's chattiness, Remus took the offered seat. "Nothing to drink, thank you," he replied. "And as for my classes, they all went very well. No issues, though there is something I'd like to discuss with you."

"Of course, my boy," the Headmaster replied, eyes twinkling as he took another sip of tea.

Remus drummed his fingers on the desktop. "Well, after class today, I had a discussion with Harry Potter. He asked me if I'll teach him how to defend himself against dementors."

Albus' blue eyes turned stony. "Ah yes," he murmured, setting down his teacup. "I heard about Harry's run-in with the dementors, the poor boy. I do wish the dementors' presence here at Hogwarts were unnecessary, but with the Ministry insisting…"

"Yes, of course," Remus replied reassuringly. "No one blames you in the slightest, Albus. We all understand the necessity, unfortunate as it is."

The Headmaster nodded, though his eyes remained solemn.

"I believe it's important that Harry learn to defend himself from dementors, Albus," Remus continued. "Not because he's in any real danger from their presence here at Hogwarts; I know you'd never allow for that to occur. But with his… history, with what he's experienced in his past… the dementors affect him quite severely. Enough so that his Boggart is actually a dementor. I believe teaching him to produce a Patronus would greatly ease his fears."

"Yes, I quite agree," Albus replied without hesitation. "Of course. You have my full permission to teach Harry."

A knot formed in Remus' gut, and he paused a moment before continuing. "That's the thing, Albus… I myself am unable to teach Harry to produce a Patronus."

The Headmaster frowned slightly, brow furrowing. "That does pose a slight problem, I'll admit" he remarked. "But I do understand, of course. With your transformations and subsequent recoveries, it would be quite difficult for you to take on the strain of additional lessons."

Remus clenched his fists. His condition was certainly cause enough to excuse him from these lessons, but he couldn't live with the guilt if he allowed Albus to believe that were the true reason.

"Actually, Albus, that's not the reason behind my unavailability..." With a shaky breath, Remus continued. "I am unable to produce a Patronus."

The Headmaster glanced up from his tea sharply, looking about as startled as Remus had ever seen him. "What do you mean, Remus?" he questioned. "I understand you were the one who fought the dementor on the Hogwarts Express."

Clenching his jaw, Remus sighed in embarrassment. "I should rephrase. I am unable to produce a Patronus without great strain and effort. On the train, there was only one dementor, and I had the motivation to save Harry. It took a great deal out of me to even produce that Patronus, incorporeal as it was."

Dumbledore studied Remus intently, his eyes piercing. "Remus… I know in the past, you were quite adept at producing a Patronus. What has changed?"

Remus winced, and it took all of his courage to continue speaking. "Since… since James and Lily died, and Sirius… well, since then, I've been unable to cast a true Patronus."

"I am truly sorry for your loss, Remus," Albus murmured softly.

Remus cleared his throat. "It is of little importance," he replied thickly. "The point of the matter is, I am unable to teach Harry, and I know how important it is to him to learn this. Is there any chance you could teach him, instead of me? Or know of someone who could?"

The twinkle reappeared in Dumbledore's eyes as he smiled brightly at Remus. "Not to worry, my boy," he reassured him. "I know of just the person."

Poor Remus.. I hope everyone enjoyed the first chapter! Snape has yet to make his grand appearance, but he will in the next chapter- I promise!

Please, please review? They make my day, and provide great motivation to write faster. ;D