{ Inspired by the song "Don't Stand So Close to Me." (Glee) I do not own Remus Lupin or any HP characters. Only Emmeline and Mai. }

He was so worn out by the time that the new Seventh Years entered his Defense Against the Dark Arts classroom that he barely acknowledged them. They were buzzing with excitement, happiness and youth. The incessant chatter made his ears ring, but Professor Remus Lupin pointedly ignored it. It was only his second day as a Hogwarts professor and he could barely cope. Raising his hands in the air, the haggard professor tried in vain to quiet the Seventh Year Gryffindors. The Seventh Year Slytherins were not as talkative, but instead glared at Remus with undisguised contempt. Once all the students were quiet and somewhat attentive, he began his lesson.

A small girl, who sat at the front of the classroom, watched her professor as he taught. She leaned forward in her seat, her Gryffindor emblems on full display, to scribble down notes. If one were to watch her, they would notice how the young girl hung onto every word that left the man's mouth. She watched with transfixed brown eyes as her professor brushed closer to her desk. He was standing right in front of her now, looking down directly at her. She had to keep her head down in fear that he would see the blush that painted her pale cheeks.

"Perhaps you know the answer, Miss…" He trailed off at the end of his sentence, requiring her name.

"Emmeline Peterson, sir," She supplied quickly, a shy smile now working its way onto her face.

"Miss Emmeline," He replied in confirmation, giving the girl a tired smile.

It had taken her only a few seconds, but Emmeline supplied him the correct answer. Gryffindor was rewarded with five points. Professor Lupin's smile widened, pleased that at least one student had been paying attention. He often dreaded that the majority of his classes would ignore every word that he uttered. It certainly wouldn't surprise him; the Marauders were known for daydreaming during classes during their days. However, this girl- Emmeline Peterson- had given him a little hope that his teaching wouldn't be in vain.

Emmeline squirmed in her seat happily, beaming. Professor Lupin moved on to other students in the class, but she noticed that his light brown eyes would drift back to her now and again. It made butterflies flutter in the pit of her stomach to know that she had made a lasting impression on her professor. She couldn't believe how stupid she was acting! Professor Lupin was just a professor, like Professor Snape or Professor Flitwick. Still, there was something about the younger professor that made the girl eager to please him.

He knew he was just being silly. Yes, Emmeline was watching him intently as he spoke, but that was only because he was her professor. Of course- she was his star pupil, at least, for today. She had to watch him, just like everyone else. But there was something about her that kept making his gaze stray back over to her, if only to make sure he was still the center of her attention. Her gaze was deeply honest, he saw no sign of malice or contempt, and it pierced Remus like arrows.

"Don't forget to write a three page essay on today's lesson," Remus reminded his class as he dismissed them.

He turned back to his own desk to shuffle papers and gather belongings. It was then that he felt a presence behind him. He glanced over his shoulder and met the large doe eyes of Emmeline. She was standing in front of his desk, wringing her hands shyly as she waited for him. Curious as to why she had stayed behind; the professor turned and gave her his full attention.

"Um, Professor Lupin," She stammered hesitantly, her cheeks flushing cutely, "I was wondering if I could come to you after class for extra help."

She was standing so close now that Remus could smell her sweet perfume. A faint trace of daisy mixed with her natural rose-smelling skin. His werewolf sense heightened the smell considerably and the sweet smell made the animal within him stir.

"Extra help?" He struggled to keep his voice controlled, "I thought you were the best student in class today."

"Oh no," Emmeline looked down at her feet, her caramel colored hair falling into her eyes, "Not a lot of help; just for a few things."

He wasn't quite sure what she would need help with. She seemed to do more than adequate in everything, but who was he to deny her help?

"I'll do my best to help you, Emmeline," He offered her a smile, "Tonight, after dinner, in my office then?"

Her face lit up like a young child's on Christmas morning. She hugged her books to her chest and nodded vigorously.

"Thank you Professor Lupin!" She exclaimed before dashing off to her next class.

He watched the young girl bounce off, smiling at her childlike enthusiasm. Despite being seventeen, Emmeline radiated innocence. Everything from her wide smile to her curious eyes seemed untouched and pure. There weren't many girls who possessed the ability to stay sweet and kind for most of their lives. He hoped that she was able to hold onto her innocence for a while.

Emmeline was so ecstatic that even Professor Snape's somber tones couldn't dampen her feelings. She had burst into Potions late, causing a scene that resulted in Gryffindor House losing points. But Emmeline didn't care. She was meeting with Professor Lupin after dinner! Granted, it was for more schoolwork, but now she didn't have to share her professor with a whole class of students who didn't appreciate him the way she did. She quietly rejoiced her good luck.

Mai Ilee, Emmeline's best friend since childhood, peered curiously at her friend. She could tell that Emmeline was excited about something, although she had no idea what. She crossed her arms, a little put out that her best friend would keep secrets from her. Emmeline caught Mai's eye, silently promising to explain everything when she got the time. Mai gave her a subtle nod.

"Okay, spill," Mai demanded before Emmeline could even open her mouth.

The doe eyed girl laughed good-naturedly. She knew her best friend would want to know every single detail in full description.

"Before you jump to any dramatic conclusions," She giggled, "It's nothing that you'll find important."

Mai looked doubtful, "So just tell me already!"

"It's just that I'm going to Professor Lupin's office for extra help," A pink blush painted her cheeks even as she said the words.

"O-o-okay?" Mai raised an eyebrow, looking at Emmeline uncertainly, "And you are happy about that because…?"

Emmeline sighed; she knew Mai just wouldn't understand the way she did. Even her best friend could be as oblivious as the rest of the student body.

"I'm just happy about it, okay?" She struggled to make her friend see, but Mai still stared at her with a confused expression.

"Let me get this straight: You are happy that you are struggling in class and have to see the professor outside of class?" Mai spoke slowly, deliberately.

"To put it bluntly, yes," Emmeline nodded, "But I'm not really struggling; I only have a few questions to ask him."

"But you could've asked him in class!" Mai threw her hands up in the air exasperatedly.

"I didn't get a chance to!" Emmeline shot back. This argument was going nowhere. Emmeline couldn't explain why she was so excited. Being with Professor Lupin didn't feel like being with other professors. It didn't feel like a burden and it didn't bother her. It just felt natural, like breathing.

In Mai's eyes, Emmeline was being ridiculous. Even though she had always loved school, Emmeline never looked forward to after class help. But suddenly, her best friend was happy as a cat with a ball of yarn. It all seemed a bit fishy. She was about to accuse Emmeline of lying, when realization dawned on her.

"You like him!" She accused, pointing a manicured finger at Emmeline.

"What?" The doe eyed girl stepped back, her little mouth falling open at the accusation, "What are you talking about?"

"It's so obvious!" Mai cackled brightly, "You like Professor Lupin! That's why you are so excited, to be with him alone."

Emmeline could feel her cheeks burning as Mai spoke. That was utterly ridiculous! There was no way that she could like him- at least in that way. Professor Lupin was a teacher! The mere idea of it was ridiculous in itself.

"I have no idea what you're talking about," She sputtered indignantly, "I do not like Professor Lupin in that way!"

" 'In that way'?" Mai scrunched up her nose and laughed, "Merlin, Em, what are we? Five?"

Emmeline didn't respond to Mai and instead walked faster. The pair was actually headed for dinner in the Great Hall. She had chosen to tell her friend then, so she didn't have Mai bugging her throughout her classes. Now she was starting to regret telling Mai altogether. She never expected her to accuse her of that!

"Wait! Emmeline, wait!" Mai jogged back next to her best friend, "Look, I'm sorry. You have to admit though, it sounds like you like him. Why else would you be excited only about him?"

Mai nudged her in the ribs and made kissy faces at her.

"It's not like that, Mai," Emmeline insisted, glancing at her, "I just feel really relaxed around Professor Lupin, okay? He's really easy-going and kind. It is a natural feeling."

Mai didn't respond, so Emmeline waved her hand in front of her face, "Hello? Earth to Mai."

The Asian girl smiled, a wicked smile, and said something, but not to Emmeline, "Oh, hello Professor."

Emmeline's head whipped up so fast she was afraid she might get whiplash. Professor Lupin was standing in front of them, his sandy blonde hair messy like usual. She swallowed the lump in her throat. Had he heard what she said about him? She certainly hoped not. She would be mortified beyond belief.

"H-Hello Professor Lupin," She squeaked, ducking her head.

"Hello girls," The DADA professor looked a little sheepish as he spoke to them, "On your way to dinner?"

"Yes, sir, so we should get going!" Emmeline said suddenly, her words rushed and clumsy. She grabbed Mai by the arm and dragged her away, much to her protest.

"What was that for?" Mai hissed as they made it through the doors and out of ear shot.

Emmeline just shook her head and headed for the Gryffindor Table, tears of embarrassment in her eyes.

Had he really heard correctly? Emmeline felt relaxed in his presence. She said so herself. She didn't feel the same about him as she did the other professors. This new information made the haggard professor feel good about himself. He headed towards the Great Hall, happy thoughts buzzing in his head.

(The ending was a little rushed, but I needed to end it somehow. The after class help with start in the next chapter. Please review and let me know what you think!)