"Your mother had the ability to see the beauty in everything." - Remus Lupin, Prisoner of Azkaban (movie)

The sound of Lilly's pacing echoed in the empty room, her words very hard to hear as she sped over them in her frustration.

"Ranting about James again?" Remus called good-naturedly, a broad smile on his face as he moved from his place of leaning against the doorway to sit on a desk.

"No!" She called loudly, and his smile faded as he realized that what was unnerving her was not as simple as he'd hoped. "It's that foul excuse of a friend he has! Oh, that jerk, that pig! That egotistical moron!"

"I'm betting it's Sirius, then."

She looked up at him for the first time since his entrance, her green eyes aflame with anger, "Of course! Bloody git! You'd think he'd grow up, that'd he'd mature! But, no-o, he's still a Black! Such a monster!"

And in a flash, Remus had stopped her. His hands were pressed around her wrists, pinning them against her shoulders. His eyes burned and his heart thumped, "Don't - you - dare," he said menacingly.

She gulped loudly and he took a step back, releasing his grip suddenly and her hands immeadiatly began to massage her wrists where his hands had cut into her circulation.

"Remus?" She asked, walking toward his figure. His back was toward her, his hands running through his hair. She tentavily placed a hand on his shoulder, her arm around his back, and turned him toward her. She wrapped him in her arms as she had many times before, and felt his tense body relax. They broke the hug and he sighed.

"I'm so sorry," he said softly, and she nodded.

"I need to ask you," she said, as the two sat down. She was sensative about questioning him, for he had been her closest friend for her four Hogwarts years. She could talk to him about anything and she hoped against hope that it would remain that way. There was this comfort between them - in first and second year, they used to just lay for long periods of time, arms and legs together, in the floor of this abandonded classroom.

"Sure." he said, as she leaned her head on his shoulder. She draped an arm over his chest and clung to him.

"Well, I was mad at Black because he told me I shouldn't meet you."

"What?" Remus said, and she could feel his heart beating wildly beneath her arms.

"Wouldn't tell me why, it's just ... why would he not want me seeing you, Remus?" He tensed, fearing the worst. How could Sirius know? "Well, he first said he'd been talking to his cousin, which immeadiatly set me off. But I just can't follow it all."

Bellatrix Black was a year older than them, wicked Slytherin girl that had been a foreboding prescense in their Hogwarts years. She was the exact picture of Sirius before he'd befriended the now-Maruaders, and she had been his best friend growing up. She had ways of finding things out.

"He was right." Remus said suddenly, bitterness filling him a raw ache tearing through his chest. "I- I -"

"Remus!" She said suddenly, pulling herself so that she was sitting in his lap. She pinned him to the floor and began talking, her voice full of conviction. "I do not care who the Hell you are. You could be a bloody dementor and I'd still keep crawling back to you! You don't understand. It would kill me to not see you, not be able to talk to you, not be permitted to hug you. I do not want to hear whatever morbid reason your melodramatic mind has convinced you that you are unworthy of my prescense. So, sod off. I'm not leaving."

She felt him take a breath underneath her, and he groaned in a joking matter, "Geroff me, crazy Evans!"

She laughed mirthfully, "Oh, oh I think not." And so he reached to her ribcage and began tickling her mercilessly. She was falling into peals of laughter, as was he, as their tickle fight continued.

But a strange warmth had filled him - for knowing she was still there, always and forever, kept him happy.

Author's note: okay, I watched Prisoner of Azkaban again tonight and have gotten tons of fanfiction ideas. This was one. Not a romance, just that deep friend bond. Er, yes. The reason Remus gripped her wrists was cos he was bloody pissed she'd referred to Sirius as a monster while in all reality, he was an ACTUAL monster. So...yeah, durno if I was real clear on that. At the top of the page, I did have the chorus to "Everything" by Alicia Keys, so that also fits the tone of this -- only sans romance. Well, I shalt be working on my other movie-inspired works. And the next chapter for Yuletide Cheers. R'ght, lo's of work for tonight. Oh, sod it, I LOVE working on fanfics.

Review, please!