A/N: I wrote this many years ago. My writing has improved a lot since then. I did change a few things, but please keep this in mind when reading it. The good news is that it is ten chapters long and completely finished so you won't have to wait long for updates. I'm posting this at churchofpoetry's request on tumblr and because I was inspired by certain gifs of David Thewlis. Reviews are welcome.

Warnings: There is mild torture and BDSM as well as voyeurism in this story. There is no actual bestiality just one girl's overactive imagination.

Chapter One

Remus Lupin rushed out of the castle and into the darkness. The dank night air enveloped him as a sense of urgency propelled him forward. The moon shone brightly and the sight of it caused him to hesitate. It was dangerous for him to be out this close to a full moon. Even though there were two days left, he could already feel the pull of the silvery orb. The animal within him was anxious to be released.

Normally he wouldn't be out during this time. The Wolfsbane potion couldn't be taken early for fear that it would wear off. So the few days leading up to the climactic monthly event were especially hard for him. He stayed in his rooms as much as possible. However, tonight it could not be helped. He thought back to the note he had received minutes ago. It had been from Hermione.

Miss Granger, he reminded himself. There was no need for such formalities when they had worked together for the Order, but now he was once again her professor. He was teaching DADA again. He still couldn't believe Dumbledore had pulled that off. It seemed the Wizarding world had short memories when someone with power or wealth was involved-Dumbledore of course, since he himself was still powerless and penniless. Just look at Lucius Malfoy, he thought sourly. Not only was he out of Azkaban but he was once again working at the Ministry. Short memories indeed.

His thoughts turned once again to the Head Girl. He knew he needed to appear professional in front of the other professors and students but that was not the main reason he placed such a distance between them; he was having stirrings. Feelings that he could not have for a student, even one that was technically eighteen. Miss Granger was definitely off limits.

The note.

He hurried toward the Whomping Willow tree, reaching to press the lever that would stop the tree from turning him into a pile of broken bones.

One of the school owls had delivered the message. It was short and to the point. It stated that Harry was in danger, and Hermione needed him to meet her in the Shrieking Shack as soon as possible. Professor Lupin was very worried. Although it wasn't unusual for Harry to get himself in dangerous situations, he was usually able to work his way out of it. It must be something truly serious for them to request his help.

Even though the note was in her handwriting, the idea that it was all a trick had still crossed his mind. He, of all people knew that it was possible. Sirius had lost his life because of Voldemort's tricks. Losing his best friend was a lesson he would never forget.

Still, he had to go. He couldn't take the risk that Harry or Hermione was in danger. The thought of anything happening to them spurred him on.

He took the steps leading up the shack two at a time. The door to the upstairs room was open. He warily walked though. The room was dark and dusty but he could make out Hermione standing next to the bed, waiting for him.

He relaxed, walking toward her.

"Hermione, are you…"

Panic showed on her face as she interrupted him.

"Professor, it's a trap!"

As the door slammed and locked behind him, a memory flashed through his head. A memory of almost four years ago in this very shack. However, he knew without a doubt that it was not Sirius Black behind him.

"Professor Lupin," a smooth voice purred. "Welcome, I was so hoping you would join us."

Lupin recognized the voice of Lucius Malfoy even before he turned toward the older wizard.

"Malfoy," he spat. "What in God's name do you think you're doing?"

"Do take care with your tone," he replied. "You are, after all, at my mercy. And at the moment, I am not feeling too generous."

Lupin ignored him and turned toward Hermione.

"Are you all right?"

She nodded at him, the fear obvious in her eyes.

"Now, if you would be so kind as to hand over your wand, Professor," their captor continued.

"And why would I do that?" Although his voice was soft, the danger was unmistakable.

"Because if you do not, I will kill her." Malfoy pointed his wand at Hermione without taking his eyes off of him.

"If you harm her…" Professor Lupin began but was interrupted by the blonde wizard.

"Your wand," he stated in a bored voice, before raising his eyebrows in question. "Or do you doubt that I would kill the mudblood?"

Lupin knew the answer to that question, and he reluctantly handed his wand over to the wizard.

"Whatever this is, it's between us, Malfoy. It does not concern the girl. Let her go."

Lucius sighed and shook his head at the angry wizard.

"My dear professor, you're so predictable. It is really quite tiring. Of course, that same quality is what led you here, so I guess I shouldn't complain."

He raised his wand toward Lupin once again and continued.

"Now, as to why we're all here…I need answers. Dumbledore's Order is a thorn in the Dark Lord's side. Professor Lupin, you will tell me what I need to know to destroy it."

"Even if Dumbledore had such an 'Order', he would not tell me anything." Lupin waved his hand in the air to emphasize his point. "If you don't believe me, just use Veritaserum on me. Either way you don't need the girl for that."

"I'm growing tired of this. As we both know, due to your lycanthropy, Veritaserum does not affect you. And that is the perfect reason for Dumbledore to trust you with his secrets."

The tension in the room was thick as the men stared at each other.

"I don't want anything to happen to any of the students, Malfoy. However, there is nothing I can tell you. Even if you kill Miss Granger," he added with a low growl.

"Oh, my dear professor," Lucius chuckled, "you misunderstand. My intentions are not to kill Miss Granger."

He moved closer to the werewolf.

"That would be too easy. You would just blame me. I want you to blame yourself, Lupin, for whatever happens to her."

The professor felt uneasy. He wasn't sure what game Malfoy was playing, but the thought of the dark wizard using Hermione for his own gains was sickening.

"You see Lupin, Miss Granger does not have the blessing of lycanthropy." He chuckled at this, enjoying his joke at the werewolf's expense.

His mind raced. Malfoy must have given her Veritaserum. Did he know Hermione was a member of the Order? Although, she didn't know much, it was enough to do some damage. Perhaps the dark wizard was just grasping. He wondered what Malfoy was going to ask her but didn't have to wait long for the answer.

"Miss Granger, Please tell me about your most humiliating experience."

Hermione tried to resist the potion running through her but it was no use. She had to tell the truth. She didn't have to make it nice, though.

"I believe it was when your prat of a son spelled my teeth to grow several feet long." She willed herself to stop at that but the words continued to pour out of her mouth. "Then Professor Snape told me, in front of the class, that he saw no difference." Hermione ground out her answer, wincing inside at the embarrassing memory.

"Ah, my boy…" Lucius Malfoy stated proudly. Then he smirked at the embarrassed girl. "Do not worry, Miss Granger, I believe we are about to top that."

Hermione tried to prepare herself for whatever he came up with. She was not successful.

"Miss Granger, do you masturbate?" he asked smoothly.

The answer became apparent as she blushed, furiously. Hermione tried to hold the word in but it was no use. She could not fight the truth serum.

"Yes."

"Ah, I see. I wonder who you think about during that time." He looked over at her and smiled evilly.

Hermione waited with dread to see if any names came out of her mouth. Thankfully it was not a direct question so she supposed she didn't have to answer. She knew her luck wouldn't last. After all there was only one man she thought about. It couldn't be a coincidence that he was here in this room, standing not far from her. Somehow Lucius knew. And she had no doubt that he would use it to his advantage.

"What's the point of all this, Malfoy. Leave the girl alone. If it's a fight you want, let's do it. You're just wasting time, here."

"Lupin, what did I tell you about being predictable? It is really a nuisance. As well you know, I am not a fighter. Such a dirty business." He walked slowly around the couple as he continued, "More to the point, physical pain heals too quickly. I want you to hurt on the inside."

Lupin's glare encouraged him to continue.

"You are such a moral, honorable man, Lupin. I want you to go against those ideals…and then to hate yourself for it. That kind of pain lasts a lifetime."

Professor Lupin grew even more uneasy at the blonde wizard's words.

Suddenly Lucius pointed his wand at the young girl and whispered a binding spell. Her arms flew over her head to be held by invisible bonds. Hermione still had on her school uniform and the shirt rode up exposing her pale, creamy flesh.

"Let's continue, shall we?" Malfoy purred as he walked toward his captive.

"Miss Granger, tell me. What do you think of Professor Lupin?"

Hermione knew it was all over, but she held her head high as the words tumbled from her traitorous lips.

"I respect Professor Lupin. He is a brilliant and talented wizard."

Lupin wondered where he was going with all this. He had suspected that Hermione had a little crush on him. He had caught her staring on several occasions. Still, it was not unusual for students to have crushes on their professors. What leverage could this possibly give him?

"I see, so you're not attracted to our brilliant professor, then?"

Hermione looked away. She could not face her professor.

"I am attracted to him," she whispered quietly.

"Interesting…" Lucius spoke softly as he moved closer.

"You fantasize about him?"

Her answer was low. "Yes."

"Tell me, Miss Granger. What do you think about when you fantasize about Professor Lupin?"

She looked up at her professor then, begging him to forgive her for her thoughts and the words she was about to speak.

"I imagine him touching me," she stated simply.

"And where does he touch you, Miss Granger?"

"All over my body."

"You are such a clever girl. I am sure you have quite a vivid imagination. Please elaborate."

Hermione let her head sink down onto her chest. She could not face either man.

"I imagine that Professor Lupin is kissing me and touching me. We're outside and lying on the grass." Her breathing became shallow as she continued with her image. "He's on top of me, thrusting inside me, over and over. Suddenly the full moon appears, and he begins to change. I can feel his length growing inside me as he howls in frustration. He's no longer a man but a wild animal. Suddenly he turns me over and repeatedly plunges fiercely into me." She kept her head down, not daring to look at her professor.

"Oh, Hermione…" he said sadly. "It would not…"

She looked up at him then. "Don't you think I know?" she cried desperately. "I don't really want that to happen. I realize as a werewolf you would just tear me to pieces. It is just that…" She paused and then tried again. "You're such a good man. You're honest, kind, gentle…the thought of you losing all control, not holding back, unable to contain your animal passion…a passion you feel for me!" She searched his face willing him to understand, to not hate her for her weakness.

"How touching, really." They both turned to stare angrily at Malfoy. "It is always the quiet ones isn't it?" he smirked at Lupin.

"Malfoy," the usually calm professor growled menacingly.

"Now Miss Granger," Malfoy continued ignoring the warning in his voice. "Let us continue."

Hermione waited expectantly. What else could Malfoy do to her? She already revealed her most humiliating secret. Nothing else he could do could compare to that.

How wrong could she be?

"So Miss Granger, you are attracted to Hogwart's resident werewolf."

She didn't even fight it anymore.

"Yes."

"And do you want him to touch you now?" There was a gasp of shock, but it was not Hermione but her professor who made the noise.

"Yes," she answered totally humiliated.

"Well, don't tell me, silly girl, tell him."

Resigned, Hermione turned toward her professor.

"I want you to touch me, Professor."

Her eyes were pleading, but Lupin wasn't sure what she was asking for.

"Hermione is my student." He looked at Hermione but addressed his statement to Malfoy. "I would never touch a student. Or ever even want to. So you can end this now Malfoy."

"I think she has more to say. I am sure it is better to get it all out than to let it build up. Don't you think Miss Granger?'

"No."

"Nevertheless, I for one am enjoying myself. Please, continue. Where were we? Ah, yes. You want Professor Lupin to touch you. Could you be more specific?"

"Fucking bastard!" Hermione had not planned to say that out loud. She assumed, however that the truth serum was keeping her honest. Not that she was sorry. Still she hadn't answered his question and the answer was forced through her lips.

"I want him…"

"Tell him," Lucius reminded her.

"I want you to touch my breasts. I want to feel your hands on me, your fingers stroking and pinching my nipples." As the words fell from her lips she could feel her nipples harden in response. This was a horrible situation but something about having to confess her fantasies to Professor Lupin was exciting her.

"Look at her professor. I believe she is becoming aroused just thinking about what you could do to her. Surely you wouldn't let her suffer. Why not give her what she wants?"

"I will not, Malfoy," he stated in a low voice, although he did not take his eyes off of Hermione.

"Then I suppose I will just have to do it." He stepped toward Hermione but the younger wizard stopped him.

"Don't touch her, Malfoy. She is an innocent girl."

"She doesn't look too innocent at the moment. But why don't we ask her?"

"Miss Granger, what do you want?"

If only she could lie!

She ignored Malfoy as best she could, with the potion inside her, and addressed her comments to her professor.

"Professor Lupin…Remus," she began pleadingly. "I want you…"

He shook his head sadly at her.

"Hermione, I cannot."

"Professor, I'm in agony. I need someone to touch me. If not you, then I want Lucius."

"You don't know what you're saying," Lupin cautioned her.

She laughed at this. It was a wild laugh, and he wondered at the state of her sanity. "I cannot control what I'm saying, Professor. I know what I want. I wish I could deny it." She looked at him longingly. "I wish…"

"No, Hermione."

It was at that point that she gave up. He could see it in her eyes.

She no longer had the will to fight the potion, or the feelings inside of her. She had never spoken so candidly about her wants and desires, and she was both defeated and aroused. What a strange combination. She felt almost free. Free to say how she felt and what she wanted.

"Lucius, touch me," she whispered.

The blonde wizard walked slowly behind her. He stood within inches of her and she could feel the heat radiating off of his body. He whispered seductively in her ear.

"Are you sure this is what you want, Hermione?"

Ignoring the growl coming from her barely restrained professor, Hermione whispered, "Please Lucius."

"As you wish, my dear."

Hermione's body tingled in anticipation of his touch.

He moved achingly slow as his hand reached up to touch her breast. Hermione moaned in response, closing her eyes as she enjoyed the sensations running through her body.

"It is difficult to turn away, isn't it Remus? She is exquisite when aroused is she not?"

Hermione's eyes flew open at that to watch her professor.

His eyes were wild, his breathing heavy. He ran his hand through his unruly hair, letting out an exasperated sigh. It was obvious he was fighting an internal battle-and losing.

The sight was intoxicating to the young witch.

"Professor," she whispered, but he shook his head angrily at her, unable to speak.

Hermione took a deep breath. She was fighting her own internal battle. She could see the pain in Remus' eyes and she wanted to stop. She never meant to cause him pain. However, the other side of her was amazed by the obvious desire in his face. Desire for her. All of her fantasies, her dreams, seemed pale in comparison to these feelings of power, of need, of being desired. Hermione knew, however, that she didn't really have a choice. As long as the Veritaserum was in her system, she could not control her words or her feelings. She wasn't sure how she felt about that. Free? Guilty? Definitely confused.

Then all thought left her as Lucius reached under her shirt and bra to stroke the sensitive skin of her breast. His hand felt cool as he touched her heated flesh.

He explored her soft mound, pinching and pulling her hard nipple. During this time his eyes never left the other wizard's face.

Without warning, he removed his hand causing Hermione to cry out in protest. She squirmed trying to free her hands from the binds.

"Patience, my dear girl," he replied smoothly. He reached in front of her and slowly unbuttoned the fastenings on her shirt. When he finished he pulled it open to reveal her lacy white bra. The cool air felt delicious as it caressed her skin.

Lucius replaced his hand on her breast as his other hand moved to explore her bottom. Hermione moved trying to get as close to his wandering hands as possible. It was not enough. She wanted more.

"Lucius," she growled.

In response, he pulled her back toward him. She could feel his arousal through her clothes, as she pushed into him, earning her a moan from the older wizard.

His movements became more urgent as he lost some of his composure.

"Ah, Remus, I wish you could feel this silky skin." He traced his hands up her thighs and under her skirt, and then down again. Hermione leaned back into him, suddenly glad of the invisible bindings holding her. She wasn't sure she could support herself any longer.

Lucius pulled her skirt up with one hand as the other slowly stroked her through her lacy white panties.

Professor Lupin watched the other wizard's hand with fascination. Any other time he might have been able to resist but this close to the full moon, his physical instincts and needs took over. He was aroused by the sight, and he was sure it showed through his trousers.

Lucius, never one to let an opportunity escape, pointed out the obvious to Hermione.

"I think our dear professor is enjoying the show," he whispered to her. Her eyes drifted down his lean body and her breath caught when she noticed the definite outline in his pants. Her mouth parted in surprise and her tongue peeked out from between her lips.

Remus caught the motion and wondered at her thoughts. The possibilities drove him further into certain madness. Their eyes locked for an instant, and Hermione could see that the beast inside him was winning.

His gaze wandered once again to watch Lucius' hand as he touched her.

"Is this what you want professor?" His hand moved under the silk material to stroke her center. He did not remove her knickers and all Remus could see was the outline of the wizard's hand as it caressed her.

Hermione moved along with his hand trying to get the most pleasure from his exploring fingers. He thrust a finger into her and she gasped. The only thing better than what Lucius was doing to her, was watching Remus face.

"Hermione, sweet girl, you feel so wonderful. I wish our professor could feel this…"

Remus felt his blood boiling and he suddenly found himself out of control. He reached down and tore Hermione's panties off. With a growl, he fell to his knees, his face inches from her tantalizing body.

Lucius watched in fascination as he continued his stroking, placing one finger on each side of her throbbing nub.

Hermione felt her pulse pound harder as she anticipated what Remus would do next. She didn't have to wait long. He grabbed her thighs and moved closer.

Nothing she had felt up until this point was able to prepare her for the feel of his tongue on her. He licked, sucked, and nipped at her clit, unable to get enough of her taste. In a haze she looked down at his shaggy head and watched as he ravished her with his mouth.

Holy Shit, she thought and then, of course was prompted to say it aloud.

However, both men were caught up in their own emotions to pay any attention to her mumblings. She watched as Remus' tongue licked at her and then at Lucius' now saturated fingers. A low moan escaped but it did not come from Remus or Hermione. Lucius eagerly dipped his finger inside Hermione and then withdrew it, offering it to Lupin.

Remus hungrily lapped at the digit and then took it in his mouth and sucked on it. She could hear Lucius' groan in response to this treatment. Withdrawing the older wizard's hand and pushing it out of his way, he returned to Hermione with a new vigor, thrusting his tongue in and out of her. As his facial hair rubbed against her, Hermione was no longer capable of rational thought.

Lucius' hand grasped Remus' hair, pulling him towards them as he urged Hermione forward. They soon worked out a rhythm and it didn't take long for Hermione to climax. As soon as the last spasms finished shaking her body, she slumped down held up only by her invisible bonds.

"Well done, Professor," Lucius smirked breaking the silence.

Suddenly, Remus stood up and rushed at him. Tackling him, he threw the older wizard to the ground. He grabbed him around the neck, growled in anger.

"If you ever touch her again, I will kill you!"

"You certainly didn't mind a minute ago," Lucius responded cheekily.

"I am not fucking kidding, Lucius. This ends now."

"I have no further reason to touch her, Remus. I've gained my objective."

His statement caused the professor to hesitate.

"This was never about the Order, was it Malfoy?"

"Of course not. Who cares about Dumbledore's silly little band of misfits."

"Then why?" he demanded angrily.

"I just wanted you to know what it felt like, Remus. To want something so much that you would do anything for it. Even if it meant betraying your ideals. That's what I wanted. Just for you to know what that's like…to want the forbidden."

Remus stared at the blonde wizard beneath him as everything suddenly seemed to fall into place. Without warning Lucius grabbed him and pulled him into a passionate kiss. His other hand reached down to grab Lupin's still throbbing erection. Just as abruptly Malfoy pulled away and threw Remus off of him.

The stunned werewolf watched as the other wizard stood up and adjusted his clothing.

"Good night, all. I want to thank you for a very entertaining evening." He pointed his wand at Hermione. Her bonds fell away causing her to crumple to the floor. Lupin rushed to her side as the blonde wizard strode from the room.

Professor Lupin reached for the spent girl, holding her face in his hands.

"Are you all right, Miss Granger?" he asked tentatively.

"Yes," she answered weakly.

"I need to obliviate you, Hermione."

"No, please don't." Her voice was a whisper.

"I'm sorry. I have to. We can never speak of this again."

"Yes, Professor." She stared into his blue eyes as he smiled shyly at her.

"I know you won't remember this…but I do care for you, Hermione. A great deal in fact, and it is more than just a physical attraction." He gently moved a strand of hair away from her face. "I just wanted you to know that." Slowly he reached down and kissed her gently on the lips.

Hermione felt tears welling up in her eyes. She wanted to be able to comfort him, to ease his pain, but she knew there was nothing she could do.

He walked her back to her Head Girl room before casting the spell which would remove all memories of their eventful night.

Hermione awoke the next morning with her body aching. She wasn't sure what she had done to feel this sore. All she knew was that she had a sense of peacefulness that she hadn't felt in a long time.

The sun was shining brightly and the day ahead looked promising indeed.