Remus Lupin, Prefect, was one of the brightest students at Hogwarts School of Witchcraft and Wizardry of his time. And much to the distaste and disappointment of many of the school's teachers, he had become very close friends with two of the most trouble making students the school had ever seen, not, of course, including Fred and George Weasly, who had not yet been born. None of the faculty could fathom why such an outstanding student would willingly choose to befriend the two boys, and throughout Remus's seven years of schooling, they never found out. It wasn't to say that his two best friends, Sirius Black and James Potter, had bad grades; on the contrary, their grades were quite good, all things considered. No, the two, Potter and Black, took it upon themselves to terrorize everyone who got on their "shit list" with mindless pranks until they learned their lesson. Not only did they pull horrible tricks on those who got on their bad side, they found it endlessly entertaining to prank teachers, Prefects, friends, the school ghosts, and the list continued. So why, the teachers wondered, scratching their heads so to speak, was Remus Lupin friends with them?

Of course, it wasn't just the three of them in their tightly knit group. No, there was one more that no one seemed to remember, but who, in later dates, would be one of the most important people involved in the deaths of James Potter and the girl he would eventually marry, Lily Evans. And this individual was none other than Peter Pettigrew, a small, round boy, whose appearance strongly resembled that of a rat. Pettigrew was by no means the master pranksters that James and Sirius were, he was more of a bystander who followed them around, hoping that if he stood close enough, some of their skill and coolness might rub off on him. His grades were rather poor and he depended rather a lot on Remus's help in many classes, pestering him about the properties of different magical plants for a Herbology essay, or begging for the answers to the Potions assignment that was due the next day. No, Peter Pettigrew was by no means a memorable face in the halls of Hogwarts. In all actuality, the only reason Pettigrew was safe from the harassment and bullying of the other students was because of his friendship with James, Sirius, and Remus.

On this particular beautiful spring day, the four friends had finished with their lessons and were, naturally, sitting beneath their usual tree near the lake. James and Sirius were discussing their next huge prank, Sirius waving his arms animatedly while James rolled in the grass, spasming with laughter. Peter watched the two of them, a light of admiration in his beady, rat-like eyes, no doubt wishing he could have come up with something as brilliant as what they just had. And Remus sat with his chin resting on his knees and his arms wrapped around his legs, staring out across the lake, daydreaming. He watched as the giant squid rippled just below the surface before diving deep into the murky depths, his mind wandering endlessly as the spring sun warmed his skin and the breeze ruffled his hear. He was thinking about what he was going to do over the summer holiday, imagining going on a nice vacation with his parents or maybe even just spending everyday with James and Sirius. Of course, Peter would be there, too, he thought to himself as an afterthought.

Remus barely noticed when one of his friends crawled up behind him, a grin on his face that every girl in Hogwarts would have loved to have directed their way. It wasn't until the animagus's chin was on his shoulder and his breath tickled his neck that Remus started out of his daydreaming. He heard Sirius's throaty laugh as he jumped a little, his heart leaping in his chest. Turning his head, Remus scowled slightly at his friend. Sirius knew how much he hated to be surprised. But at the look on the dog's face his angry scowl cracked into a grin.

"Oh, what do you want now, Sirius?" he asked, shoving Sirius out of his personal space, although, he didn't actually dislike the invasion.

Sirius chuckled, flopping down in the grass beside Remus, his arms folded comfortably behind his head. He looked up at the werewolf and smiled. Remus couldn't help but smile back. Though he rarely admitted it to himself, Sirius Black was one of his greatest weaknesses. He was sure that he would willingly do anything his best friend asked him to, even if it were quite illegal. Of course, he would never, ever let the raven haired boy know this, for that would bring disastrous consequences that he shuddered to think about.

"Nothing," Sirius was saying. "Why do you always assume I have some ulterior motive whenever I want to spend time with you?" The grin spread wider across his mouth, making him look rather guilty of exactly what he was saying.

Remus rolled his eyes and returned his gaze to the glassy surface of the lake. He loved to watch the water and imagine the life that swarmed beneath its flat surface. He knew very well most of the creatures that dwelled in the depths of the green water, but it didn't stop him imagining how they lived their lives or interacted with one another. The thought of it all fascinated him to no end. After a moment, he flicked his eyes back to Sirius and found that his friend's dark pair seemed to be glued to him, a faraway look masking his features. What could he possibly be thinking that took him away from that warm spring afternoon beneath the beach tree, Remus wondered, watching Sirius from the corner of his eye. He noticed for the first time in a while how long the dog's hair had gotten and chuckled quietly to himself.

"And what, pray tell, is so funny?"

Remus hadn't even noticed that Sirius's faraway look had returned to present times and he flushed as he realized how intensely his friend was gazing at him. He saw when a smile pulled at the other's features at his blush and scowled at him a little, then looked back out over the lake, watching the way the sun danced off its surface.

"That," he said, a sly look crossing his face, "is none of your business." The werewolf grinned widely as Sirius protested loudly, sitting up.

"Come on, Moony!" Sirius whined, crossing his arms firmly over his chest. "That's not fair!"

Remus's grin only grew wider. "Sure it is."

And he left it at that, standing up and stretching his arms over his head with a massive yawn. He decided that now was the perfect time to head back up to GryffindorTower to get a head start on the pile of weekend homework that every one of his teachers had decided to assign. Remus sighed, scratching his head, wondering what he should start on first. He had settled on Potions when he felt someone tug on the sleeve of his robes and looked down. And what he found was so pitiful he couldn't help but laugh.

Sirius, whose grip was now slithering around to his wrist, was staring at him with his big, dark eyes in a look that could only be described as "puppy-dog eyes." It was absolutely adorable and Remus had to look away before he succumbed to their awesome power. He hated it when the dog used his eyes to his advantage.

"Come on, Rem," Sirius whined, now trying to pull Remus back down to a sitting position. "Tell me. Please!"

Remus covered his mouth to muffle his laughter and pulled his arm out of the animagus's grip.

"No," he said simply and turned to Peter and James, who had been watching the unfolding events with amused looks on their faces. "I'm going up to the common room. I want to get started on my homework so I can at least have Sunday free. I'll see you guys later." As he left, he shot a coy look at Sirius, who was pouting now, his arms crossed and his bottom lip jutted out comically. He hadn't really intended the look to be coy, but it had turned out that way nonetheless.

"Bye," Peter said meekly, giving a little wave.

James just grinned at him, wiggling his eyebrows in a way that clearly said, "You dog." Remus flushed and turned to walk away. He knew James had known about the way he felt toward Sirius even before he, Remus, had known, or rather, admitted. It was nearly a month now since he had had to tell himself he enjoyed Sirius's company as much more than a friend. James, who had evidently read his mind on this subject, approached him one evening in the library where Remus was studying for a History of Magic exam that he was taking the following day.

"You've finally admitted it to yourself, haven't you, Moony?" he had whispered, a grin playing at the corners of his mouth.

Remus hadn't looked up from his studying as he answered with an absentminded, "Huh?" He was deep in thought about the goblin rights movement and the part the Wizarding World had taken in it.

"You've finally admitted it to yourself, haven't you?" James had repeated a little louder, ducking his head as the librarian witch scowled at him from where she was re-shelving books nearby. "Haven't you?" He then poked Remus's arm, the grin spreading slightly.

Sighing, Remus had been forced to put his studies aside in order to give his pestering friend the fullest of his attention.

"What in the name Merlin's beard are you talking about, James?"

James had waggled his eyebrows in that you-dog sort of way and leaned forward, whispering, "You've finally admitted to yourself that you. Like. Sirius."

Remus's eyes had widened exponentially and his could feel the color rise in his cheeks. He hadn't known how to react at first and ended up stuttering madly, trying to deny everything James had just said. Finally, he had had to hide his face in his arms and mumble in the most pitiful voice he had ever heard come out of his mouth, "Don't tell him."

James had giggled like a schoolgirl and swore that he would never tell Sirius. Remus, of course, had been very grateful for this and was a bit surprised, really. He hadn't expected James to be so accepting of the fact that one of his best friends fancied another of his best friends. Most people would have found that odd, and, given the circumstances, more than a little bit disgusted. But at the same time, it didn't surprise him at all. James Potter was one of the most accepting people Remus had ever met.

The werewolf sighed, rubbing the bridge of his nose. Even though James had indeed kept his promise and had not spoken a word to Sirius about their encounter in the library, he certainly had hinted at everything quite a bit, as if he were trying to get his two best mates together. It was all a bit unsettling, Remus thought, because he really had no idea how Sirius would react if he ever found out how the he really felt about him. But Remus had an idea that he would be mortified beyond belief. This was the lady's man of Hogwarts they were talking about after all.

As Remus began to make his way back up to the castle, he let his mind wander just a little bit. He wondered what would happen if Sirius did find out about his feelings. He wondered what Sirius would do. Would he be repulsed and never speak to Remus again? Or would he be accepting? Maybe even feel the same way? Remus laughed at himself. That was ridiculous. Of course he wouldn't feel the same way. Sirius Black was the biggest player the werewolf had ever had the pleasure of knowing. He couldn't go one minute without checking out some girl or another. Sometimes it was maddening and as much as he hated to admit it, Remus sometimes felt jealousy well up inside his chest. But why should he feel jealous of those girls; jealousy implied that he had something to lose. And he had about the same amount of chance with Sirius as a snowball did in Hell.

With a sigh, Remus walked through the great oak doors and into the Entrance Hall, heading for the Marble Staircase. His mood thorough soured, he took it upon himself to confiscate some illegal item he caught in a few Slytherin first years' possession. This brightened his mood slightly, but it was brought right back down, if not lower, by the appearance of Severus Snape. He was absolutely positive that Snape had somehow or another figured out that he, Remus, was a werewolf. He wasn't sure how exactly he had done it, but he was sure it had something to do with the incident in the tunnel beneath the Womping Willow. He couldn't remember what had transpired that night, but it couldn't have been good because ever since then Snape had been moodier and more….well, nosey than usual, no pun intended of course, though Remus couldn't help but grin.

The two glared at one another as they passed and Remus wished with all his might that he could just make Snape disappear. He really wouldn't be missed. No one at Hogwarts liked him all that much, though he was at one point very close with Lily Evans, the girl who James now rather fancied. That had ended abruptly after Snape had made the mistake of calling Muggle-born Lily a Mudblood, the most insulting thing anyone could say to someone of her birth. His own parents seemed to have abandoned him, more or less. Whether it was because his parents disliked him as much as most of the school seemed to, or because of other, unknown reasons, Remus wasn't quite sure. The only one thing the Slytherin had going for him was his extreme skill in potion making.

His mood darker than ever, Remus stalked up the stairs and down the corridors until he was at the Fat Lady's portrait, the entrance to the Gryffindor Common Room. She was snoozing lightly in her frame and being in no sort of mood to wake her politely, he cleared his throat rather rudely, tapping his toe impatiently. The Fat Lady snorted and jerked awake, looking rather irritated at having her afternoon nap ruined.

"Password?" she said groggily, suppressing a yawn behind a plump hand.

"Gillyweed," came Remus's short reply and the portrait swung open, allowing him entrance into the comfortable common room.

The Prefect stepped through the portrait hole and threw his school bag on the floor next to his favorite chair by the fire. Thankfully, the common room was very much empty and, therefore, silent. Remus eased back into the chair with a sigh and closed his eyes. Homework be damned, all he wanted to do now was take a cat nap.

With a yawn, Remus pulled his legs up under him and snuggled into the overstuffed chair, hugging one of the plush pillows to his chest. With a sigh he closed his eyes, willing his body to sleep.

Sirius sighed and ran his hands through his hair before throwing himself on the ground, groaning in irritation. How was it that Remus was the smartest person he had ever met, yet he could be so damn dense?! He covered his face with his hands and kicked his feet on the ground like a child throwing a temper tantrum. How could he be any more obvious without actually making a move? It was impossible! Groaning loudly again, Sirius rolled onto his stomach and took his aggression out on the innocent ground, pounding it with his fists and kicking it with his feet. Now he really felt like he was having a tantrum.

"Maybe you ought to just tell him, mate," came James's voice, a trace of laughter dancing at the edge of the sound.

Sirius rolled over and puffed out an aggravated sigh, blowing his shaggy hair out of his face. How was he supposed to tell Remus? Just walk up to him and say, "Oh yeah, by the way mate, I've had a crush on you since the second year?" He didn't think so. Instead of dignifying James with an answer, Sirius just gave him a look that let him know he was not amused. Rolling on to his side so that his back was facing his two friends, he pouted, wallowing in his own self-pity.

"Come on, Padfoot. It's not all that bad," came Peter's voice now, trying to cheer his friend up.

However, it only seemed to put Sirius deeper in the hole he had dug for himself. He groaned again, burying his face in the grass.

"Of course it's that bad, Wormtail," he grumbled, his voice muffled by the ground his mouth was pressed against. "It's always that bad."

"Sirius Black!"

Sirius sat with a start, staring at James with wide eyes. He had never heard his friend use his full name in such a stern way. It was almost scary to see his best mate with that look on his face, almost like he wanted to punch him. James had gotten to his feet and was towering over Sirius with his fists clenched at his side, glaring at him with such intensity that Sirius shrunk down, almost cowering in his friend's shadow. It was actually rather terrifying.

"Since when has something like this ever stopped you from going after something you want? You've never acted this way over all of those girls you shagged, why is this any different?" James demanded, putting his hands on his hips in a very fourteen-year-old-girl-who's-cross-at-her-best-friend sort of way. "Huh?"

"Because I don't just want to shag him, James!" Sirius exclaimed indignantly, glaring at him angrily. "Remus is different than all those girls. They were just…. Not Remus." He covered his face, trying to hide the flush of his cheeks behind his fingers. "Remus is different," he repeated halfheartedly.

James sighed and pushed his glasses up the bridge of his nose. He sat down in front of Sirius, his legs crossed. "Just tell him, mate, trust me on this."

Sirius sighed in exasperation and flopped back on to the grass. "You clearly don't understand, Prongs. Just forget it." He closed his eyes against the glare of the late afternoon sunlight.

"Listen Padfoot….er…. Moony…. About a month ago…. He admitted something to me and made me swear not to tell you…. Damn…." James ran a hand through his messy black hair as Sirius propped himself up on an elbow. He looked as if he were fighting some war against himself. Finally he broke and looked at the dog with such intensity that Sirius sat completely up, resting his forearms on his knees. "Look Sirius, if I tell you this you have to cross your heart that you won't tell him I told you." James looked at him sternly. Sirius nodded eagerly. "Okay, here goes. Remus admitted to me last month that he likes you. A lot. He worked himself into quite a tizzy when I confronted him about it." He grinned at his friend.

Sirius stared at James, his mouth agape. Had he really just heard those words come out of his mouth? Or had he simply imagined it all? Remus Lupin liked him, Sirius Black. A lot. Sirius felt his heart soar. Maybe it wasn't all that bad. Suddenly a thought occurred to him and he scowled, his brows knitting together.

"James Potter, if you're lying to me I swear I will make the rest of your natural born life a living hell," he growled darkly.

James held his hands up in mock surrender, chuckling. "Mate, I swear, that's what he told me. I would never lie to you about something like that."

Sirius continued to stare at him, completely stunned. Remus liked him, really liked him. And not just as a friend. Out of the blue he started laughing, covering his face with his hands and falling back in the grass again. And he had just called Remus dense. How hypocritical he was. As quickly as the laughter started, it stopped and Sirius jumped up.

"I gotta go!" he said abruptly, and pelted for the castle.

Sirius leaned against the wall in front of the Fat Lady, panting hard. He had just run all the way there from the beach tree by the lake, arriving in record time. Now he stood clutching a stitch in his side, desperately trying to catch his breath. The Fat Lady was watching him, an eyebrow raised, clearly amused.

"Password?" she asked for the third time, and Sirius held up his hand, still breathing hard.

"Gilly….Gilly….Gilly….Weed…."

"What was that?" the Fat Lady asked, chuckling. She had clearly heard what Sirius said.

"Gillyweed," Sirius huffed, glaring at the painting as she swung open, laughing.

He stepped into the common room and stopped, staring at what he found, a smile playing at the corners of his mouth. Sleeping in one of his favorite chairs in front of the fire place, a pillow clutched to his chest, his light brown hair falling gently over his face, was none other than Remus. Sirius chuckled to himself and crept to his slumbering friend, crouching in front of the chair to watch him. He rarely saw Remus look so peaceful when he was awake. Something was always weighing on his mind, whether it be school work or a full moon that may be approaching, and he always had an anxious expression on his face because of this. Now, as he slept, Remus' expression was completely relaxed.

Sirius let out a little sigh that ruffled Remus' hair. His friend stirred, shifting in the chair, causing the hair that had been blown by Sirius' breath to fall over his closed eyes. Not thinking, Sirius reached out and brushed it aside. As he did, he felt Remus' soft skin beneath his finger tips and sucked in a breath. Pulling his hand away, Sirius rested his forehead against the edge of the chair, trying to gather his scrambled thoughts.

After about ten minutes, something brushed through Sirius' shaggy hair, making him to jump a little. Looking up, Sirius found Remus watching him with his striking blue eyes. He smiled at the werewolf sheepishly, ducking his head a little bit. He still hadn't gotten his thoughts completely in order and had no idea what he was going to say. Fidgeting with a loose thread on the cushion, he looked up at Remus though his eyelashes. He found his friend still watching him.

"Hi," he finally said shyly, looking away again, focusing on the thread he was twisting between his fingers.

"Hi," was Remus' reply, and Sirius felt the hand in his hair again; it made his scalp tingle and he blushed, ducking his head further. What was wrong with him? How could he be this shy around Remus? He had always thought himself confident when it came to this kind of thing.

'You like Remus,' he reminded himself, scowling at the red fabric of the chair. 'You actually like him. You didn't like those girls the way you like him.' He pulled a little at the thread until it snapped, leaving him no excuse to stare at the cushion, forcing him to return his eyes to Remus'.

"Your face is red, Sirius," Remus whispered, smiling ever so slightly, moving a strand of dark hair away from Sirius' eyes.

"No it's not," Sirius mumbled, and he buried his face in his hands to hide from the werewolf's prying eyes. "You're seeing things."

He heard the other laugh quietly and peaked through his finger to watch him before covering his eyes once again. He loved Remus' smile and he loved his laugh even more. He didn't laugh enough.

"Sirius…" Remus said quietly, and Sirius looked up at him.

He was surprised to find his friend's face so close to his own. He felt his breath hitch in his throat as he gazed into Remus' eyes. Before he could stop himself, Sirius closed the space between the two of them, pressing his lips against the other's. It was amazing to him that someone could have such a soft mouth; none of the girls he had ever been with had ever had a mouth as amazing as Remus'. He found himself reaching up and placing his hand on the back of the wolf's neck, pulling him closer.

Remus' eye widened when he felt Sirius' lips against his own. This could not be happening. He inhaled sharply only to find that this act allowed Sirius' tongue into his mouth. Then there was a hand on the back of his neck, pulling him further into the kiss. His head spun at a dizzying speed and before he had time to react, the contact was gone and he found his friend's dark eyes watching him nervously. Sirius' hand slowly slid from his neck to land with a thump on the cushion of the chair.

Without a second thought, Remus reached out and gripped the front of his shirt, pulling the other forward so he could kiss him fiercely. He heard a surprised grunt escape Sirius and then the pressure was returned and the two were kissing rather hotly. Remus found his hands tangled in the other's shaggy, raven hair, leaning heavily on him, half his body pressed against Sirius'. He felt a pair of lean arms wrap around his waist and suddenly he was seated in Sirius' lap.

As they pulled away, resurfacing for short gasps of air, Remus stared at Sirius, his eyes wide. He had dreamed about this moment so many times in the past month that he could not believe he was actually kissing those lips. He smiled widely and lunged forward, knocking the dog to the floor.

"Ooff!" Sirius huffed, and then he laughed, nuzzling his face in Remus' neck. "You know," he murmured, sending a shiver down the wolf's spine. "I've wanted to do that since we were in the second year." And his lips were on the Remus' and they were kissing again.

The Prefect pulled away just enough to speak, and whispered, "Sirius Black, I have been waiting to hear that for years. I may not have realized it until recently, but I have been waiting to hear it for years." And he pressed his lips back against the dogs, nipping at them lightly.

He felt Sirius' fingers slide under the hem of his shirt, and the other's hands made their way up his back, fingering the scars that were there. Remus shivered and pulled away, moving his mouth down to the other's exposed neck. He couldn't help but moan under his breath as Sirius moved his hands along his body. He growled at himself, biting the dog's neck before drawing his tongue over the mark.

Sirius let out a little yelp when he felt Remus' teeth on his neck rather harder than he had been anticipating. Snarling playfully, he took a fistful of his now-lover's jumper and pulled him closer before flipping the two of them over so that he was above, looking down into stunning blue eyes.

"So you want to play rough, eh, Moony?" he growled, leaning down and running his tongue from the crook of the wolf's neck to the line of his jaw. He chuckled when he felt Remus shiver. "I can play rough."

He nipped at Remus' ear and pulled up his jumper, unbuttoning the shirt beneath. Finally the werewolf was shirtless, and Sirius kissed down his chest, biting every so often. Remus' squirms and gasps encouraged him to continue.

"Sirius…" he heard the other whine, and his tongue flicked against his skin.

"Yes?" Sirius breathed, his mouth whispering against Remus' navel.

"We can't….tss…. we can't… not here." Remus sucked in a sharp breath as he spoke, causing his voice to shake.

Sirius sat up and gazed at the Prefect. He was absolutely perfect. "Hmm…." He tapped his finger on his lips, thinking. "You're right." And before Remus had time to react, he had scooped the other boy into his arms and swept him away to the dorm room.

"What do you think they're doing up there?" Peter asked, nibbling on a piece of bread he had taken from the kitchen. He always seemed to be hungry.

"Honestly, I do not know," James laughed, running a hand through his mess of black hair. "Whatever it is, it's probably dirty, and I'd rather not think about it."

The two made their way to the common room in silence now, evidently, both thinking about the thing they'd rather not, shuddering a little bit. When the two entered the room, they found scattered clothes all over the floor leading from Remus' favorite chair to the stairs that went up to the dorm room. James and Peter looked at one another, eyebrows raised.

"We'll have to keep the others out of there for a while," James finally said, and Peter nodded in agreement. With that, the two started picking up the abandoned clothing.

The End