This is a Sirius/Remus fic. It takes place after the 3rd book but before the terrible ending of the 5th. yes, i'm still not over it! I dont think anyone is :( anyway, there will be some flash back time things in here as well. This is my first time writing HP fanfiction, but i love reading it so i thought i'd give it a go!

It was after midnight. Remus knew he wouldnt be able to sleep again tonight. He had offered Sirius his bed, knowing he'd be up reading all night in the tiny living room filled with dusty old books. Well actually, he hadn't really gotten any reading done. He sat dreaming with out sleeping for most of the night. It was so strange. It had been several weeks since Sirius had come to stay with him and he still didn't completely believe he was here. For so long he'd been alone. For so long he'd had no one to talk to. Not that he didnt love having Sirius here, it's just it took some getting use to.

And ofcourse it brought back all those feelings he had buried deep down inside himself for so long. He didn't want those feelings anymore. They gave him hope, which only lead to disappointment. The feelings were pointless anyway. Sirius didnt think about him like that. He never had. Well, there was once but.............it didn't really count, did it? It had meant nothing to Sirius, and Remus couldn't blame him. Why would Sirius have ever had feelings like that for him anyway? Sirius was beautiful, as much now as he was back then. Just in a different way. Yes he was still thin, but he had an aura about him.... he had charisma, even now. His hair was longer and thinner. He had premature wrinkles around his eyes, as did Remus, but that was to be expected with all he'd been through.

Plus, there was the fact that Sirius had never, well except that once again, shown an interest in males.

Plenty of females however. Remus had always hated to think of how many.

"Remus?"

Looking up from his book he found Sirius leaning in the doorframe holding a half empty bottle of rum.

"Sirius you're drunk!"

Laughter. "ofcourse, I am! It is Saturday night after all!" Sirius drank a gulp. "What the hell are you doin' anyway?"

Sirius walked over to the bed and reached for the book on Remus' lap. He missed the first two times so Remus handed it to him.

"Well we do have an essay to write.........."

"that's not due for another week!!! come on Remussssssss............have a drink, will ya?" Sirius hissed.

Remus sighed, "I'd like to get this done ahead of time since i'll probably have to 'help' you write yours."

"i think you mean write mine. period" Sirius grinned.

"yeah , something like that." Remus said taking the book back before Sirius could spill rum on it.

Sirius moved the books out of the way and sat down infront of Remus.

"It wouldnt kill you to let loooooose..............have a little fun, ya know!"

"hmmmm" REmus leaned back agaisnt his pillow, tucking his hands behind his head.

"I mean, "Sirius said laying down on his stomach besides him " everyone needs to relax once in a while."

"i fear you do it too much!" Remus took the bottle from sirius' hand and tentatively took a sip.

He made a disgusted face and handed it back to Sirius, who laughed loudly, "mmmmmmmm..........it's an aquired taste, straight."

"oh" Remus turned his head and looked about the window, "so........what are you doing here? should you be out with James and Peter?"

"Nah.................well i was........obviously but James took off with Lily..........and I dunno where Peter went."

"oh! so i'm just the third choice,huh?" Remus teased.

"oh shut up! I dont mean it like that!" Sirius said poking Remus in the ribs. Remus laughed and turned on his side, facing Sirius.

"So no girls throwing themselves all over you tonight then?"

"Well naturally yes! but sometimes it's like, been there, done you!"

"Sirius! you're disgusting!"

Sirius let out a barking laugh and sat up slightly, resting on his one arm. "so why aren't you out with a girl? why are you never out with a girl? Saving yourself are you?"

"no"

"no? well what then?"

Remus sighed and turned away "i dont want to talk about this...I should get to my homework."

Sirius grabbed his arm and pulled him closer, "come on Remus. What's the matter?"

"nothing! Just..........let me get back to my work!"

"no."Sirius sat up so he was facing Remus, their faces inches apart.

they stared at each other for several seconds. Then Sirius spoke.

"What's the matter? Tell me!"

Remus stared at Sirius. Then his gaze fell to his lips.

"what? why are you staring at my lipsss?" Remus stayed silent, just staring.

"You wanna kisssssss me or ssssomething??"

"yes" Remus whispered. Sirius looked shocked at his admission.

"oh.."

"oh."

"um....well......ok then."

"ok then? what? what do you mean, Sirius?"

"i mean this!" Sirius said kissing Remus roughly. It lasted only for a second or two. But it gave Remus a rush, he was starting to breathe heavily. Sirius stared at him, seeing the reaction.

"sorry, I can do better than that!" Sirius said placing his lips on Remus' softly. Remus didnt know what to do. He'd never kissed anyone before.

"Remus?" Sirius whispered.

"hmm?"

"open your damn mouth, would ya?"

Remus complied. What happened next was a bit of a blur. He just felt wet movement in his mouth. Then on his neck, hands groping at his back, moving lower. He barely remembered clothes being removed. There was touching, moaning. He remembered feeling shy and embarrassed and Sirius urging him along. He vaguly remembered Sirius talking to him.

"Ok, well this might hurt...........it does for girls anyway"

He remembered physical pain, pain that didnt go away for a few days. And he remembered emotional pain that never went away, when Sirius pretended it never happened the next day.

Thinking back to it now, Sirius was probably too drunk to remember it much. Maybe he only remember the first part, when they were just talking. Maybe when he woke up in his own bed naked, he had assumed he had brought some random girl back with him that night. Did it matter either way? In one way or another, Sirius had rejected him. That's what mattered.

"G'morning."

Remus turned in his chair to find a scruffy looking Sirius walking into the living room. He smiled and Sirius sat down on a near by chair.

"up all night?"

Remus nodded.

"Reading the whole time?" Sirius said stretching.

"Hmmmm.........not the whole time." he said setting the book down and standing.

"Oh?" Sirius said standing up again, "then what we you doing?"

"Just thinking....."

"about anything interesting....?"

"Hmmmmm. To me, anyway." Remus replied, heading into the kitchen.

"Well? what were you thinking about?" Sirius said following him then sitting down at the kitchen table as Remus made coffee.

"oh...........just this and that......."

Sirius sighed, frustrated, "Fine! Be Vague!"

Remus smiled to himself, "Somethings I just like to keep to myself."

"well, whatever" Sirius said take a cup of coffee from Remus' hand "just as long as you're not up to something!"

"Oh, dont worry! you know I was never one to start trouble. That was you!" Remus sat down at the little table across from Sirius.

Sirius laughed, "well that much is true!"

They sat in silence as Remus read the muggle newspaper.

"so...?" Sirius said finally.

"So?"

"what were you thinking about, anyway?"

"Oh, it's not important. But.... maybe i'll tell you someday. Just not now." Remus said smiling at Sirius, then going back to his paper.