This was not the first time she found herself in Professor Lupin's classroom after the school's daily lessons had ceased.

She was in her usual seat. The spot she'd claimed the first moment her class took Defense Against the Dark Arts with Professor Quirrell as first years. It was, of course, in the first row, center, perfect for lectures.

She had told him it was to get her homework done. To get assistance if she'd needed, but nothing more. This may not have been entirely true.

Hermione was bright. Brighter than any of her other classmates. So much so, that her excuse, clever as it was, to stay after class, seemed more than a little odd, to say the least.

Ring, Ring

Her soft brown eyes slowly glanced up from her books as the professor retreated his oversized desk to answer the telephone. She knew she was staring. And yet, she couldn't help herself. Those long legs, that torso, that slight stubble on his chin…those fierce green eyes. Just the sight of him nearly took her breath away.

"Yes. Yes, of course, darling. I'll be there." It was at that moment he looked toward her. Immediately and instinctively Hermione moved her focus back to her books. She could not get caught gawking at her teacher. Her heart began pounding so loudly she feared the Slytherin house that resided by the dungeons would be able to hear it.

She anxiously bit her lower lip, feeling the color in her cheeks darken with her growing embarrassment. They felt very hot. Still, she had to; she stole another glance in his direction.

Why was he still watching her? More important, why was she so attracted to this man. This married man. Merlin's beard—how could she? She knew his wife. Nymphadora Tonks was a wonderful, kindhearted witch. Someone Hermione liked and respected very much. But she also envied her.

Hermione Granger and Remus Lupin held each other's eyes as the professor spoke into the receiver.

"Yes, dear. All right. Will do. I promise. Me too. Uh-huh. Bye." It chimed as he hung it back on the wall, not removing his eyes from her. "It's not polite to stare, you know. Especially while one's on the telephone."

"I—I'm sorry Professor. I guess I just got lost—in thought." Hermione was barely able to stammer out the words. "It won't happen again."

"Hm." The noise came somewhere from deep within the older man as he appeared to be pondering his student's apology. He took two long strides, placing himself in front of her desk. Peering down, passed the end of his nose, he just looked at her. "You know, you're going to have to learn how to take a joke, Miss Granger."

She exhaled a breath she did not realize that she had been holding. "What?"

"A joke." He smiled as he repeated his prior statement. He was teasing her now and she did not like it. He was making her feel belittled and it was not amusing her in the slightest.

"I—I most certainly can take a joke. Just as much as the next, but if you think teasing me is polite, then…"

"See?" He'd now interrupted her. Merlin, he was walking a thin line. And worst of all, he said the word 'see' in a mocking sort of tone. The kind you do when you are poking fun at someone.

"I have had more than my share of teasing in school. From Draco. Ron. Harry. Not you, too, Professor; not you." Tears prickled the corners of her eyes, threatening to boil over. She needed air and she needed it now.

She bolted out of her seat before either of them could say anything else. Blurting something that sounded like 'sour pretzels,' but Remus thought 'sorry professor' made more sense.

Remus was torn. He had a lot of work to do before he had to meet his wife for dinner tonight at the Leaky Cauldron. On the other hand, he was the one responsible for making her leave in the first place. So, he reasoned with himself that he had to take care of this first. He had to apologize. It irked him a little to know that he was more than likely going to have to find her first—she was probably in Minerva McGonagall's classroom. If he was going to start looking, he figured that would be a good place to start.

He briskly walked out the door frame, rounding the corner of his classroom to begin his search. The professor paused abruptly like he'd run into an invisible wall.

To his surprise, there she was, sitting on the ground in the hallway. Hugging her knees to her chest, she was slowly rocking herself back and forth. Evidence of tears stained her pale pink cheeks. It turned his stomach seeing her like this and what made it worse was to know that he was the one to have caused her this pain. He cleared his throat loudly, hoping not to startle her.

She snapped her head up quickly, seeming stunned to see him. The flutter of small butterfly wings jumbled in her belly as she took in his figure. "Professor?" She was looking at him, nervous.

He walked the few steps to where his student sat anxiously looking at him. He sighed heavily, feeling defeated. He was hoping to make things right between them.

She could see the guilt written in his face, in his eyes. He didn't have to utter a word for her to know that he didn't mean to make fun. Boys tease us when they like us. Her muggle mother's words echoed around in her head. What if this was really true? Did that mean that Professor Lupin liked her? And if so, did Draco? What about Ron and Harry? She smiled meekly at the mere thought of her being that desirable. But she dismissed it right away though knowing that it was juvenile.

"I'm sorry Professor. Sometimes I take things too literally. I don't mean to. I just—overanalyze everything. I think too much. But sometimes, like today, I don't think enough." She paused momentarily, giving him the impression that she was very confused by what she felt. "It's complicated," she breathed through pursed lips.

Remus put his hands on his hips, slightly parting his cloak. He nervously tapped his right index finger on his belt buckle, wondering what he could possibly say. Hermione was right—she did overanalyze everything. Of course she took things too literally; she hardly did anything but read or study. He would have to be careful with his word choice. He didn't want to insult her. Truth be told, he greatly admired all those characteristics. But he wanted her to know that she was more than just a book worm.

"Look, Hermione," it felt a little odd to use her first name. He had always addressed her as 'Miss Granger.' But the fact that she knew his darkest secret; that he unwillingly turns into a werewolf, he felt as though with a conversation this deep, he should level the playing field. "Look," he said again, bending his knees so he was squatting in front of her. "I know it may seem like, right now, that the world doesn't appreciate all you have to offer. Your intelligence, your wit, your generosity, your grace, your beaut—books." His mouth twitched at his last thought and he cleared his throat again. "Anyway, all I'm trying to say is that some of your classmates may, to use your word, pick on you because it makes them feel better. It makes them feel bigger or more important, somehow. Trust me, I know. We're more alike than you may realize." He looked her in the eyes, trying to make her see the truth. "For the record, I wasn't teasing you like that. I'm sorry if it came off as such."

She smiled, holding his gaze. "I know. I'm sorry I ran out like I did." He nodded in response.

"Forgiven." He said quickly and matter-of-factly as he rose to his feet. He dragged his left hand through his hair, temporarily revealing a distinct angled scar that extended from his hairline to his temple, above his brow bone.

She pulled herself up without needing to push off the ground for support. It was then she realized that she had moved rather elegantly. She grinned to herself. Perhaps she was graceful, like Professor Lupin had said.

They walked back to the classroom in a comfortable silence, each taking their previously vacated seats.

Looking at the amount of work that had to be graded before he left, Remus felt a little flustered. How was he going to get all this done? He slid his right hand into the upper left side collar of his robe, retrieving his wand. His lips pressed into a hard line as he stared intently. His eyes studied the magical instrument's dark cherry color, with its elegant swirled patterns that led up to a small knob on the very top. It seemed to have him entranced momentarily. Letting out an exaggerated breath, he glanced up to see Hermione in turn studying his face. The corners of his lips curled up slightly under the pressure of her ridiculing eyes.

Realizing her professor's intentions with the magical instrument, Hermione pushed back in her chair and stood. When she was sure she had his attention and not just his eyes in her direction, she spoke, confident and collected. "Professor, you look like you have an awful lot to do tonight. I would be more than happy to assist you, if you would like." She smiled delicately.

Sighing again, he was not quite ready to admit to his best student that he needed her help. He, too, stood. "I suppose, it is the better option, as opposed to resorting to magic for help. Thank you," he added with sincerity. He handed her about fifty papers, a pop-quiz by the look of it, along with the Answer Key sitting atop the slightly disarrayed stack, as she walked up to his desk.

She returned to her seat and pulled out her Color Changing Ink bottle. She whispered the incantation as the ink turned from black to red for her corrections. Lupin noticed the young witch's spell and smirked to himself, settling himself into his oversized chair.