Disclaimer: Don't own the characters, but if I did, a lot wouldn't have died :(

/ x-x-x /

Harry slipped out of the Common Room unnoticed. He was worried for his best friend. He had hardly seen her all day, and she was absent from Gryffindor Tower. Pulling the Marauder's Map from his pocket, he located Hermione sitting at the bottom of a stairwell in the Astronomy Tower. Stuffing it back into his jumper, Harry hurried off to comfort his friend.

As Harry neared the Tower, he slowed and saw Hermione sitting on the bottom step. Sighing, he quickly ran down the stairs and sat down next to her. Hermione turned her head away, ashamed of the tears running down her cheeks. Harry wrapped his arm around her and softly stroked her shoulder.

"Hey" he cooed grabbing her attention. Hermione wiped her eyes before looking up. "You okay?" Harry asked quietly. Muttering, Hermione nodded her head and continued to stare at the floor. Harry noticed a piece of paper in Hermione's lap. He watched as tears fell from her face and onto the paper. Harry reached out to grab the paper preventing it from getting ruined but stopped seeing the tears sparkle then dissolve into nothing as soon as they hit the parchment.

"Anti-Tears Charm" Hermione giggled, looking up at Harry who smiled in return. "Here," she sighed, handing it over. Harry looked down, seeing the results of their exams just past. There was neat writing all over the page and a big F at the top.

"Oh Hermione," Harry choked.

"How can I fail Transfiguration?" she cried, jumping to her feet and moved over to the window. "It's my favourite subject" she added, leaning against the frame looking out at the semi-dark grounds. She didn't dare look back at Harry; Hermione knew if she did she would only burst into tears once more.

"Maybe you could ask Professor McGonagall to re sit the exam?" Harry suggested. Her insides twisted at hearing her love's name.

"I'm not sure" she muttered resting her head on her hand.

"Maybe she would let you" a voice came from the doorway making Hermione spin around.

x-x-x

Hermione spun around, seeing McGonagall standing a few metres away. Her heart began to race, wondering how long she had been there. Hermione's mouth gaped as McGonagall began walking closer to them.

"Something the matter?" she asked, looking from Harry to Hermione. Hermione turned away and mustered up all her courage not to burst out into tears again. "Mr Potter…" McGonagall paused, turning her head towards Harry, "It is late and you should be in bed," she informed.

"Yes, Professor," he nodded and gave a weak smile to Hermione. She risked a glance over at her Professor only to find concern filled emerald eyes staring at her. Within minutes, Minerva was by Hermione's side. Loosely wrapping an arm around her, Minerva guided her back to her office. Not that Hermione knew where she was going as tears stung her eyes. Minerva pushed back a door and forced Hermione into a chair. She stood in front of her and looked down at the younger witch.

"What is the matter, Hermione?" Minerva asked, making Hermione look up. Hermione let her results slip from the hand that she had been clutching onto so tightly. Minerva bent down and picked the piece of parchment up.

"I gave you the grade that reflects the exam," Minerva explained.

"But why?" Hermione cried, snatching it back from Minerva. "It was really good!" She frowned.

"Really… How so?" Minerva asked, raising an eyebrow. "Your answers were very short, only one line at best. You didn't write down the right information about the subject and I've noticed your concentration in class lacking," Minerva replied, staring at Hermione turning pink. Hermione stared at Minerva as the tears began to prick the back of her eyes. She rapidly grabbed her possessions and veered up, running in the direction of the door, wanting to get away there, when Minerva whipped her wand at it, locking it before her nose. Hermione reached down to turn the handle but it would not budge. Momentarily forgetting she too had a wand; Hermione let her bag fall to the ground. Hiding her face in her hands, resting her head against the door Hermione let the tears run down her face. Her heart began to race hearing Minerva's footsteps drawing closer. Her breath hitched feeling hands resting on her shoulders. "Hermione," Minerva softly called making the tears fall from her eyes and down her cheeks.

"Go away," she sobbed through her hands as her hair fell out.

"Hermione…" Minerva sighed, turning her around. She gently pushed the hair off her face and removed Hermione's hand from her face. Minerva smiled faintly at her seeing tear stained cheeks. Seeing Minerva's emerald eyes filled with concern made Hermione's legs wobble.

"I let you down," she mumbled.

"It can happen to anyone occasionally," Minerva reassured her student. Sighing, Minerva cupped her cheek and stared at her. "Is there something else troubling you, Hermione?" Minerva frowned. Her heart felt as if it would leap out of her chest.

"I…" Hermione stumbled. Minerva removed her hand and placed them both on Hermione's shoulders.

"You can tell me anything, Hermione," Minerva whispered, staring intently at her.

"I'm not sure," she said, biting her lip and looked away. 'Tell her, you idiot. Say how you want to hold her forever, how you want to feel her lips on yours, to lie next to each other till the break of dawn, how you'd always be by her side and how you'd love her forever,' Hermione grumbled to herself.

"Hermione?" Minerva called, taking a step closer.

"I love you," Hermione mumbled.

"I beg your pardon?" Minerva frowned, staring at her.

"I love you," Hermione said again louder. "This is why I haven't been concentrating very well in class. How can I when you are standing there all lovely looking?" Hermione cried. Minerva stared at her in awe, "Say something," Hermione groaned, looking at Minerva.

"I…" she stammered. Taking a deep breath, Hermione turned around heading for the door. Minerva quickly rushed forward and grabbed her by the wrist. "Wait!" Minerva cried.

"There is nothing left to say," Hermione sighed, avoiding looking at Minerva. "You don't love me. You can't love me, you are my mentor. It is forbidden. The school rules state so," Hermione rambled.

"That is true," Minerva paused. Hermione suddenly looked up at Minerva. "While you are in school, those relations are forbidden. Though you won't be in school forever," Minerva smiled faintly.

"Does this mean you possibly have feelings for me?" she squeaked. Minerva thought for a moment before replying,

"Even if I did, they would have to remain unspoken for the time being. I'm the adult who is supposed to guide you, not take advantage of you. I know you may not see it that way, but before the time of your graduation it will certainly be like it. I care a great deal about you, and it is never too late to chase your dreams," she explained staring down into Hermione's brown eyes.

"I could live with that," Hermione sighed, taking her hand.

/ x-x-x /

A/N: I know that Hermione would never ever fail a subject, but here it just fits so well. Beta work done by Bola.

- The End -