Disclaimer: This story is based on characters and situations created and owned by JK Rowling and I own nothing, nor do I make any profit from this story. Please don't sue me!

A/N: This work is something of a departure from my usual writing. In fact it's my first attempt anything other than Glee based fanfiction. I would ask that you read with an open mind, I wrote this initial chapter just on a whim. I still intend to write Glee fiction too, however this scenario has been rattling around in my brain and I just had to get it down on paper.

SPOILERS: Story picks up after The Department of Mysteries battle at the end of Book Five. Everything up to that point will be treated as Canon though I reserve the right to deviate from then on in. It will be HP/LM though I'm undecided as yet whether it will be in terms of slash fiction or whether it will be a pupil/mentor relationship. Judging from my prior writings, I'd likely lean towards the former, but I'm just not sure if it'll materialise at this point. Also there will be WeasleyBashing and DumbledoreBashing - Ron Weasley stands to take a pounding, I just don't like him.

Anyways, enough rambling from me and on with the story.

Changing Faces by The Jellybaby Bandit

Chapter One: Beginnings

The sound of a storm raging outside was the first thing that filtered into his mind as he regained consciousness. But then there was always a storm raging outside. He'd been here - well actually he had absolutely no idea how long he'd been here - but it had certainly been long enough to establish that 'stormy' was very much the norm.

His aching limbs protested as he heaved himself up from his position lying foetal on a thin straw mat, to end up sitting upright and using the cold, damp wall as a backrest. He drew his legs up to his chest in an attempt to fight off the chill in the air, and the damp which was seeping through the rags hanging loosely from his ever-thinning frame.

What he'd give for a heating charm right about now. If he wasn't so proud he'd beg one of the guards, but experience had taught him that even attempting to speak to a guard would result in a beating. And his ankle had ached terribly since the last time.

It was a rule of Azkaban, you learned fast or you died fast. He had no intention of dying. Not for a good long while.

As his mind once again turned to pondering his fate, a scowl formed on his face. A face which all in the wizarding world would have recognised and would have, at one time, either respected or feared. And with good reason.

He was Lord Lucius Abraxus Malfoy; scion of House Malfoy; a pureblood wizard of repute. Powerful. Influential. Unmatched.

Or at least he used to be.

Now he was this. A prisoner. Dressed in rags and no more respected within these walls than a common House Elf. Less so in fact.

'How the mighty have fallen huh Lucy?'

"Shut up...", he mumbled as he hugged his knees to his chest. He could feel the heat of his fever warring with the cold of the ambient temperature and knew that sickness in this place could end him just as easily as a guard or a Dementor. There was nothing he could do however, there was an emergency infirmary on one of the upper levels, but to ask to go - for him to ask to go - no, he was too proud. He'd rather die than beg some mudblood Auror for treatment.

Lucius let his head fall back against the cool stone as he tried to ignore the taunting voice in his head. The voice had appeared shortly after his first exposure to the Dementors; though Lucius had no idea how long ago that actually was. Time didn't work quite the same way in Azkaban as it did elsewhere. Existence tended to meld into one amorphous blob only broken up by infrequent meals and all too frequent visits from the skeletal prison guards.

Quite why the voice in his head was that of Sirius Black, his wife's cousin, he had no idea. He cursed the fates though.

Thoughts of Black of course, led Lucius to thinking of the reason for his incarceration.

Harry Potter. The Boy-Who-Just-Wouldn't-Die.

His Master had instructed that he take twelve of his inner circle and retrieve the Prophecy stored in the Department of Mysteries. Gaining access to the Department hadn't been difficult. One quick Confundus charm on Eric, the ever-present attendant at the Ministry's front entrance and the group of black-cloaked Death Eaters had been able to simply take the main elevator down to the correct level.

Ministry security really had become lax since the fall of the Dark Lord and the constant denials from the Minister himself of the return of his Master meant nothing had been improved of increased to counter the growing threat. Of course, Lucius himself had played no small part in that, counselling the Minister with regards to policy. The man really was pathetic, the things he would do in order to have his pockets lined with Galleons, he was no better than a Muggle whore.

But he was their Minister, and he was pliable, an unwitting puppet on a string. Which was exactly the way Lucius, and his Master liked him.

Bella had of course wanted to kill Eric. She had been half-way through casting the Killing Curse when Lucius had stayed his sister-in-law's hand. It would have served no advantage to draw attention to their being there by killing everyone they came across. Not that Bellatrix ever appreciated such subtlety, she was much more a kill now, don't bother asking questions later kind of person.

He had spread out his team throughout the Hall of Prophecies and they had simply lain in wait for the unsuspecting teenager to appear. And appear he did just as the Dark Lord had promised.

But things had not gone according to plan. And Potter hadn't been alone.

Throughout the school year, Draco had been reporting to Lucius on the miserable excuse for a Defence Professor teaching at Hogwarts. Owl post was of course being screened and so Lucius had provided his son with a journal, of which a twin was kept in the drawer of his desk in his study at Malfoy Manor. Whatever Draco reported by writing into his copy of the journal was instantly duplicated in the other.

Of course, that stupid Parkinson girl hadn''t known that when she had written out a 'love letter' to his son before tearing the page out. Though part of him was proud of his son's apparent virility - that boded well for when providing an heir to the Malfoy line became a priority - reading about how Parkinson wanted his son to anally violate a mudblood whilst the girl watched was not exactly his cup of tea. He himself had done much worse of course in the service of his Lord, but it was still his son being talked about.

Draco had kept him well informed during the school year and had followed his instructions to be of assistance to the new Professor. Delores Umbridge was a particularly odious woman, there was no doubting that, but she was influential within the Ministry and she had the ear of the Minister. It would behoove the Malfoy family to ensure that she was kept on side, for at least as long as she served a useful purpose.

Lucius shuddered, this time not from the cold, as his mind's eye pictured exactly how Delores had gained such favour with Fudge. It was enough to make even the most stout stomach do flips and threaten to empty its' contents. Even just imagining what lay beneath those putrefyingly awful pink sweaters had caused many a good man to attempt self-obliviation - Lucius reluctantly had to admire Fudge's constitution in that regard. Lucius had done a lot of distasteful things in his time, but even he did not consider he would be able to do himself, what the Minister had done.

The Death Eaters had not expected that Potter and his band of merry brats would have posed any kind of threat to them - they had in fact, been overconfident. After all they were Death Eaters - the Dark Lord's chosen few. The sheep knew when they saw them appear to simply lay down their wands and accept their fate.

Except, Potter hadn't apparently been kept informed of the proper etiquette; yet another failing in letting half-bloods into Hogwarts; he had fought back.

Lucius had to admit, however begrudgingly that Potter had fought well, regardless of how limited his spell choices were. The damned teen and his friends had fought much more effectively than a good many of his compatriots had much to Lucius' chagrin. Lucius had no doubt in his mind that by being captured he had managed to escape being severely disciplined by the Dark Lord for his failure. Lucius had after all hand-picked his associates for the mission and his Master did not respond well to the failure of his followers.

And failed they had. Utterly.

They had been detained by the blasted Order of the Phoenix, arrested by the Aurors, convicted by the Wizengamot and imprisoned in Azkaban. And on this occasion no claims of having been under the effects of the Imperious curse and no amount of gold paid into the Minister's retirement fund was able to bring about resultant freedom for any of the Death Eaters.

'Just can't be done Lucius...", said Fudge twisting his bowler hat in his hands nervously as the blonde glared at him from across the holding cell table, "... as much as I appreciate your contributions, you've dug yourself into a hole I can't get you out of. Political suicide to try, you understand.'

Lucius' had growled out a few threats to the Minister who had for once displayed a hint of backbone, most likely because he knew that the chances of acquittal were remote.

'"Now now Lucius, such threats made to the Minister of Magic...", said Fudge a devious glint in his eye, "... could result in a few extra years being added on to your sentence..."

"A few years added to life imprisonment is no real addition at all Minister...", said Lucius his tone even and frosty despite his disadvantage.

"Quite...", said Fudge as he stood and brushed down his robes, "... still, it can't hurt to be overly cautious now can it?..."

Lucius wasn't sure ultimately whether Fudge had followed through on his threat or not. His use of the Unforgiveables, recorded by the damn wards at the Department of Mysteries and matched to his wand signature, had already driven the last nail into his coffin. Had he escaped, he could have disposed of his second wand and gotten away with it, unfortunately that solution had been denied him when he'd been struck by Dumbledore's Incarcerous curse and captured.

All because of Potter.

Lucius' mind slipped momentarily to the only one of their group to have successfully escaped the Ministry that night. Bellatrix Lestrange.

His sister-in-law, though ferocious in a wand fight was unstable and unpredictable. Her inclusion in his operation had been a calculated gamble. Lucius had foolishly believed that he would be able to keep the crazy bitch on a leash where she belonged. He'd failed in that regard rather spectacularly.

A whimper escaped him as a passing Dementor paused at his cell door and seemed to evaluate his delectability for a short snack. The best that Lucius had been able to do thus far to protect himself, was to bring his Occlumency barriers to the fore. Being able to suppress his emotions to their most basic levels, didn't stop the Dementors from feeding on him, but at the very least it meant the accompanying nightmares weren't quite as bad as they otherwise would have been.

'Aww... does Lucy have bad dreams?'

"Shut up...", grumbled Lucius as the Dementor floated silently by the door. The hellish prison guards didn't understand the spoken word as far as Lucius was aware, but for a moment it appeared that the Dementor was studying him before it turned and floated off down the hallway out of sight.

Lucius knew that despite his Occlumency and an iron will, that he was on the verge of cracking. He could feel a little bit more of his sanity slipping away from him every time the Dementors came to feast upon him. He knew of course how Black had managed to keep hold of questionable sanity whilst imprisoned in this hell hole, but Lucius had never been good with transfiguration and the Animagus transformation had always eluded him. He knew his form of course, he took the potion in his sixth year at Hogwarts along with everyone else in his class, he'd just never been able to transform.

What made being trapped in this cell even worse, was knowing that his Lord would likely not be coming for him. Lucius was all too aware that his allegiance to the Dark Lord had been subject of some debate since his return to corporeal form. His Master had begun making more and more demands of the Malfoy Estate, draining more and more of their resources, seemingly pushing and probing to see exactly how far he would be able to push his follower.

Lucius was not alone in such scrutiny of course. Rookwood, Mulciber and Goyle, had all had their assets seized by their Lord in order to fund his campaign and were now effectively impoverished. Hundreds of years of pureblood financial superiority wiped out in an instant, leaving them in some cases less well off than some half-blood or mudblood families. It was something that didn't sit right with Lucius, not that he was intent upon arguing the point with his Lord.

The only thing that had in the end, prevented the Malfoy fortune from following in the same vein was that most of the funds were either tied up in shares or rested abroad with Gringotts in Carcassonne from where the Malfoy family historically hailed.

It was a little known fact in the wizarding world that Gringotts, the Goblin bank, was not a unified financial institution. Rather each branch of the institution was owned and operated by a different Goblin clan. Thankfully for the Malfoy fortune, the current clans operating the Gringotts in Diagon Alley and the Gringotts in Carcassonne were in a state of detente following extended battles for financial superiority in mainland France during the Muggle war of the 1940's. As such transferring large sums of Galleons from one branch to another was impossible, thereby sparing the Malfoys from the indignity of being rendered insolvent by the Dark Lord.

No, his Lord was well aware of the financial restrictions being imposed by the Goblins and would likely not wish to expend any resources in bringing him back into the fold.

Lucius was therefore left with little options available to him. He could not recant from being a Death Eater. He did not wish to recant from being a Death Eater. His ideals remained the same, he still wished to see a Pureblood society rise to rule over magical Britain. A world where mudbloods and half-bloods would know their place; and would respect their betters.

However, he was beginning to doubt that he would ever see such a thing come to pass.

When he had initially joined the Death Eaters that had been their stated goal. Lucius was a second-generation Death Eater, just like Avery and Carrow. His Father, Abraxus Malfoy had been a contemporary of the Dark Lord during his initial rise to power serving as second in command to the Dark Lord Grindelwald. After the defeat of Grindelwald at the hands of Albus Dumbledore, his Father had sheltered the Dark Lord within one of the Malfoy families properties on the Continent until such time as the furore had died down.

When his Lord had risen to accept the mantle of the fallen Grindelwald, his Father had come to him and spoken passionately about segregation, about the favouring of the half-blood and mudbloods over the Purebloods. He had spoken at length to Lucius about 'The Mudblood Problem'. About the threat posed to the wizarding world by not standing bastion against the growing tide. Abraxus had outlined for Lucius his belief that if If they did not act now, that their culture, their beliefs, their way of life would be eradicated by the infestation that was the Mudblood infection of the wizarding world.

Lord Voldemort agreed with their agenda, believed in the purity of the Pureblood agenda and had agreed to champion it above all others.

And Lucius had been swept up in the resultant euphoria. He had witnessed for himself the growing influx of the mudbloods into their society, with their mudblood mannerisms and customs. If left unchecked it would only have been a matter of time before the Pureblood culture was eradicated and that could not be allowed to come to pass. The wizarding world had endured for over one thousand years, back to before the founding of Hogwards based upon Pureblood ideals. It could not be allowed to simply erode away before the growing tide of mudblood values.

The line had to be drawn, and the Dark Lord had promised to draw it.

Now however, Lucius did not know. The Dark Lord had been verging on the maniacal ever since his return. Gone was the charismatic orator who had enraptured the Pureblood factions with his rhetoric, to be replaced with a less than human dark-magic construct that revelled in death and destruction.

Death and destruction were means to an end, but increasingly with the Dark Lord, they were becoming the be all and end all. In the early days of his rise to power, the Revels had been perhaps once or twice a year, they would gather and celebrate the superiority of Pureblood. Since the return of the Dark Lord at the end of the preceiding year, there had been six Revels, each one increasingly violent and bloody and mentioning nothing of the rhetoric for which many of the Death Eaters had initially joined their Master's ranks.

Lucius was beginning to doubt his Master envisioned the same magical Britain that he did when he closed his eyes at night.

The echoing sound of heavy boots marching, from outside of his cell drew Lucius out of his thoughts long enough to realise that an Auror detail was approaching. Lucius knew from experience that unscheduled visitations from the on duty Aurors meant nothing good for him. At best he could look forward to being referred to as vermin and spat upon, at worst, well it didn't bear thinking about. He pondered the possibilities enough in his nightmares.

Lucius let his head loll to the side and closed his eyes feigning sleep or catatonia at the sound of a heavy lock on the cell door being disengaged. Aging hinges that did not see enough use wailed painfully at being asked now to swing the cast iron door open to allow entry.

"Hey Malfoy...", called a nasal voice that Lucius recognised as one of the young Aurors, Spindlewood or Spinningtop or some such - names didn't amount to much in prison, "... wake up, we've got a present for you..."

Lucius knew feigning sleep would not fool the Auror and that it would likely only invite a swift kick or punch for his ignorance. He cracked open an eye and took in the sight of the slender bundle wrapped up in a tatty travelling cloak hanging suspended between the arms of the pair of Aurors.

"Hurry up Spinnet...", said the older Auror who appeared to be supporting the bulk of the weight of the prisoner, Lucius filed the younger Auror's name away in his memory in case it came in useful at a later juncture, "... little bastard's heavy..."

"Well chuck him on the floor then...", said Spinnet as he gestured towards the second straw mat positioned on the opposite wall from Lucius own.

The pair of Aurors entered the cell proper, dragging their cargo between them. Lucius glanced at the still open doorway, likely his only route to freedom. As if sensing his thoughts, a dark shadow, previously unnoticed, passed over the doorway and Lucius twitched as he hurriedly reinforced his Occlumency barriers. There would be no escape through the door at least, not with a Dementor blocking the way at the very least.

The second prisoner had by now been unceremoniously dropped onto what would undoubtedly become his bed for the next, however long. Lucius posited that it would likely be a long time if he were being incarcerated in the same cell as him.

"There you go Malfoy, one lowlife piece of trash deserves another...", said Spinnet as the Aurors stepped back outside and the door was hauled back into place with a reverberating clang.

Lucius could hear the retreating voices of the Aurors as they laughed over some joke before they left earshot entirely. He was aware still of the presence of the Dementor, still standing sentinel outside of his cell - their cell now - he supposed.

Finally the Dementor seemed to lose interest in its quarry and floated off and Lucius sighed with relief as he relaxed his Occlumency barriers. Lucius extended his legs, which had started to cramp as a sharp voice spoke in warning from under the travelling cloak in the corner.

"Don't even think about coming near me. I'll rip your bollocks off and feed them to you."

Lucius didn't deign to respond to such a crude threat and simply raised an eyebrow as the figure righted itself - himself, Lucius realised as the voice had definitely been male - and leant up against the wall opposite.

A grumbling noise escaped the figure as Lucius watched impassively whilst he attempted to unfasten the cloak with fingers which were clearly numb from the cold and not responding as they should.

Letting out a frustrated growl, the figure dropped his hands to his lap before reaching for the cowl of his hood and pushing it back.

"Hello Lucius..."

Lucius wasn't able to hold back the snort of disbelief as he took in the face opposite him. There sat, with a black eye and a split lip, the saviour of the wizarding world.

"Potter."

A/N: Well there we go. Chapter One of what I have no doubt will be a multi-chapter fic. I will only be writing it as the fancy takes me so I warn you now that updates might be sporadic. But then, new projects tend to get my more creative juices flowing so I might end up updating faster than I think, you never know.

Please feel free to leave me any reviews you like. I always welcome your comments and suggestions.

Until next time. Au Revoir.

TJB

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