sorry about the first chapter. I was in a rush, no time to proofread. thanks for the reviews, sirius4-everandaday, moonnightlover, fallinangelgirl, allycat1186, tahndawg

"Lupin seems sadder than usual today." Hermione commented, gazing at him in the Great Hall.
Not that she could blame him, what with Sirius dying and now Dumbledore. Still she'd hoped that Tonks would have helped. At first she hadn't really cared for the witch but seeing as she herself had been underage at the time, she didn't really have a choice in the matter. Besides why would Lupin be interested in a bookworm like herself.

Ron snorted, bringing her back to reality. "You can't really blame him, with all this bloody rain"
he added before stuffing his face with more food.

"Yeah. We still practicing today, Harry?" Dean piped up. She'd almost forgotten he was there. For these last 2 months they'd been dating, he'd become a regular at their section of the table.
It was a bit awkward at first considering she and Harry's past fling, but so far he was taking it really well. He'd promised her months ago that he was okay with Dean. She remembered how he'd kissed her lips so reassuringly. He really did love her, but they both knew that they were better friends than lovers. Besides it was quite hard trying to hide all the sexual tension from Ron.

"If we wanna beat Slytherin next week, we will. If we're lucky the ministry will catch the rest of the slytherin parents, then maybe all the team will go into hiding." he smiled smugly.
No one had seen Draco since Dumbledore's death. She figured Narcissa wised up, took Draco and fled the country before Voldemort destroyed her entire family.

"Quidditch, quidditch, quidditch. Is that all you boys care about?" Ginny chimed in. "What you should be worried about is the Halloween ball. Do you know how long it took to convince McGonagall?"

"Yeah, yeah we all..."

Hermione wasn't listening anymore. She stared sadly at the werewolf prince she'd never have.
Her heart was torn, as she watched him stare blankly at the food in front of him. If only he were happy. She'd do anything to see him smile. She'd loved him since the day she met him. Someone so beautiful shouldn't be so unhappy. His light brown hair was streaked with more grays than she remembered. His face was tired, burdened with fresh scars.

He slowly looked up from his plate as if he'd felt eyes on him. He met her gaze and a shy smile crept slowly onto his face. She smile back, willing him to read her mind, to realize how she felt, but her heart sank as Nymphadora Tonks snuck up behind him, placing her hands over his eyes.

She looked away embarrassed. She wasn't a jealous person, but she hated seeing them together.

"So." she interjected herself back into the conversation. "have you figured out what you want to wear?"

"Yeah, that hot little blue number I bought in Diagon Alley." she winked at Neville before turning to Hermione. "You?"

"Yeah, I had my parents send it a few days ago. I've been so busy with potions I forgot to show you." she gathered her things. "I show you later tonight." and she strolled away to her Ancient runes class.

The day went by uneventful, except the usual pang of guilt every time Lupin entered her minded. It ate away at her, the fact that she'd never have him seemed so unreal. Luckily she was relieved to find Ginny already waiting for her in her room. Preparing for the dance was sure to make her feel better.

"You meant this one." Ginny said in a sultry voice, posing with the dress in front of her. Hermione giggled loudly.

"Give me my dress ,you git." Ginny tossed it to her, laughing wildly.

"Please tell me you're not seriously wearing pink."

"Yes I am as a matter of fact."

"Come on." Ginny whined. "You're 18 now. Time to break out of your shell. Do something wild and unexpected." she flicked her wand and the dress turned red. Hermione snorted. "Now I'll look like the scarlet woman. Next thing you know I'll be jumping boys in the room of requirement." she raised an eyebrow. "Like some people."

Ginny sighed "That was one time. And better scarlet woman than frigid bookworm, besides maybe this'll get the attention of a certain Professor."

"I don't know who you're talking about." she said indignantly, looking out the window.

"Lupin."

"What?!"

"Lupin." she said in a singsong voice. "Come on now. I know you're in love with him. We've been friends for years. I know you. You are so totally in love with him. You can't stop talking about him."

"Goodbye Ginny." she smiled, opening the door. Ginny stayed rooted on the spot.

"oh admit it."

"I will if you get out so can start my rounds. You're supposed to be in bed anyway."

"Oh fine." Ginny picked up her books and followed Hermione out the door.

"Now admit it." she persisted.

"No, he's got Tonks, what would he want with me?" she spat, slightly agitated.

"Please." she said sarcastically. " have you seen them together. She annoys the hell out of him.
If you ask me she's trying too hard, it's obvious he's not interested." Hermione tried to hold back a smile, but Ginny caught her. "Ha!! I told you. You are so in love with Lupin."

"Shh.." they stopped at the portrait of the fat lady. "Okay, I am. So what"

"I'm just saying you've got a chance. I've seen the way he looks at you." she winked.

"I guess so." Hermione wasn't too convinced. "Not a word to anyone." Ginny zipped an invisible zipper on her lips and disappeared into the Gryffindor common room.

The hall were unusually quiet, the sound of her footsteps echoed down the hall. Normally there at least a couple students sneaking out, but the halls were deserted. Probably on account of Snape's 7 page essay. Not that she didn't mind the peace and quiet, but it was just so damn boring. An hour more and she could go to bed.

She turned a corner and bumped into Severus Snape himself. "Oh I'm sorry, Professor." she actually meant it. Ever since they found Dumbledore's letter saying Snape was innocent, she'd felt a new respect for him. Not that he seemed to notice or care.

"Ten points from Gryffindor. Do learn to use your eyes Miss Granger." he sneered. He shifted on his feet, a smile suddenly playing on his lips. "By the way I do believe some students are out of bed upstairs. You might want to investigate. Next to the Defense Against the Dark Arts classroom." and with that he swept away, leaving her confused.

"Arsehole." she muttered, under her breath. Snape had definitely been right. She could hear raised voices as she got closer to the classroom. Didn't they believe in sleeping. Eleven-thirty at night was definitely not the time to have an argument.

"But I love you, Remus."

She stopped dead in her tracks. It was Tonks and Lupin. Her mind told her to leave but she couldn't move. What could they be arguing about. She 'd never heard them talk about their relationship but it seemed like they were quite taken with each other.

"I know, I know." he said consolingly. "but waiting on me is useless. I can't burden you with this."

"But I can chan-"

He cut her off. "No you can't. I'm cursed, Nymphadora. You deserve to be with someone young and whole."

"I love you." Hermione could practically see the tears falling from her eyes.

"I know you do. And I'll always love you...as a friend. I'm sorry, I just can't do this."

Hermione quickly threw herself behind a tapestry, as Tonks ran past her sobbing. She stood there for a few minutes, her heart pounding. Lupin didn't go after her. After listening for any noise she moved from behind the tapestry, and turned the corner running right into Remus J. Lupin.

"Oh! Hermione, what are you doing up so later." he asked startled.

"I'm doing my rounds, Proffesor."

"Oh yes, I'd forgotten you were head-"

"Lupin she was only trying to help you, why didn't you go after her?" she knew it wasn't her place to ask him, but she had to know.

He closed his eyes. He hadn't realized she'd heard them. "Hermione, you wouldn't understand.
She needs to be with someone here own age, without my burden. You've seen the way I sulk around this school. I don't know why anyone would be so interested in me."

"But I'm interested in you." she blushed as soon as the words left her mouth. His face brightened.
"I mean, I'd like you." she stared into his deep brown eyes. He smiled shyly, boyishly sweeping his light brown hair out of his face. Her heart was beating a mile a minute. "I do like you."

She felt herself move closer to him. He locked eyes with her and his face softened. "Hermio"
he was cut off as her lips met his. Her mind was racing. 'Oh Merlin! your kissing him.' She felt him kiss back and before she could stop herself, her hands were on his face caressing every beautiful scar.

Suddenly she heard faint footsteps and realized that she was standing in the middle of the hallway kissing a professor. She broke the kiss, her face hot with embarrassment. Lupins face was beet red, his rising and falling quickly.

She couldn't believe what just happened. Tears began to sting her eyes. "I'm sorry, Professor"
and she turned and ran back to her room, passing a very satisfied Snape on her way up the stairs.