Holly sighed and hiked her satchel farther up on her shoulder. She had walked almost the entire length of the train looking for an empty compartment. She didn't feel like being social today. Finally she found an empty compartment, at the very back of the train. No one will find me here, she thought smugly. She sat down, and drew out her wand from inside of her robes, and dug around in her satchel until she found her wand care kit. The Hogwarts Express's whistle blew three times as the train started to move forward. She had just begun to polish her wand when the door to her compartment opened and in came a man with sandy blond hair. Upon closer inspection, she could see that his hair was flecked with gray, there were dark circles under his eyes, and his tattered robes were mended with fraying yarn. His battered suitcase was held together by string, and a peeling label in the corner read Professor R. J. Lupin in gold letters.

"Oh, terribly sorry, but all of the other compartments are full. Do you mind if I sit in here?" he asked her. It seemed that he was out of breath, as if he had been running.

Holly wasn't exactly happy to have to share her compartment, but it was better than sharing it with one of her fellow Slytherins. "Go ahead." She replied.

He smiled gratefully, and sat down in the seat across from her. He extended his hand to her, "I'm Professor Lupin, the new Defense Against the Dark Arts teacher. And you are?"

"Holly… Holly Rowing. I'm a seventh year. Slytherin." She studied him closer, and realized that he was very handsome. She smiled, showing a full set a pearly-white, slightly pointed teeth. She bit the corner of her lip, silently flirting with him, as if daring him to make a move.

Lupin smiled back. "Ahh, Slytherin. I was a Gryffindor myself,"

There was a long, uncomfortable silence, in which Holly kept smiling and chancing grins at Lupin while he looked out the window at the passing landscape.

The silence was interrupted as the train hit a bump, and Holly was pitched forward, landing herself in Lupin's lap. They stared into each other's eyes for a few seconds before Holly realized what she was doing. She stood up and straightened her robes. Lupin cleared his throat and ruffled his hair.

What was I thinking, he's a teacher! I shouldn't be flirting with him! Holly thought quickly.

It's like trying to stare down a Hippogriff, Lupin thought to himself. She's really beautiful. That's when his conscience kicked in.

But she's a student! She is off-limits to you, Remus! Get a hold of yourself! He thought, now feeling very guilty.

There were a few more moments of uncomfortable silence, both of the feeling very guilty, until the door to their compartment opened once more. It was Neville Longbottom, a very forgetful Gryffindor third year.

"Excuse me, but have you seen my toad? I'm afraid I've lost him again." He asked, glancing around the compartment. He gave a small, "Oh!" of surprise when he saw Holly glaring at him. "Well, guess he's not here." He added, quickly backing out of the compartment as she rolled her eyes.

When Neville left, they fell back into an awkward silence. Lupin could not bear it anymore, he had to get away and calm down, control himself, control his urges. He made up a lame excuse about going to get some food and hurried out of the compartment, leaving a very disappointed Holly in his wake.

He found the nearest bathroom, and turned on the sink, chancing a glance at himself in the mirror. It was nearing the full moon, ad he was already noticing changes in himself. He teeth looked longer and more fanglike; the points of his eye teeth slightly sharper than before. His hair was growing faster now, coming in coarser… like the hair of a wolf. I need to find Snape, he thought, and find him soon. I can't believe I have to suck up to that greasy git just to get my Wolfsbane Potion.

He splashed some cold water on his face, and straightened up. I can control myself til the full moon, right? He sincerely hoped he was right.

***

He walked back into the compartment to find Holly was not sitting alone. She was talking in a hurried, hush voice to Professor Snape. He nodded to her and stood up to leave when he ran into Lupin.

"Ah, so we meet again, Remus." Snape said, his upper lip curling into a sneer.

Lupin sneered back, "How nice to see you, Severus."

"I expect I will be seeing you when we get up to the castle?" Snape's sneer now turning into a cruel smile.

Lupin looked around shiftily, before replying, "Yes. I will see you there."

Snape gave a small bow, said "I bid you good day," and with a swish of his billowing black robes, he was gone.

Holly and Lupin were frozen, staring out into the empty corridor.

Holly was the first to speak. "Stupid git." She mumbled. Lupin was slightly relieved to hear this. "But I have to suck up to him" She paused before adding quickly, "He's my head of house."

Lupin let his mind wader for a moment…Could it be? He thought. No way. Of course not. Dumbledore would have told us if it was true. But maybe… NO! He forced himself to believe this.

The train was slowing down now, and the castle lights loomed in the distance as they both gathered their belongings.

Racking his brain for conversation topics, he told Holly, "You know, I went to school with Snape."

Holly's eyes widened with interest, "Was he always this greasy?"

Lupin chuckled. "Oh, yes, possibly even more so."

Holly and Lupin both roared with laughter.