Tom would be the first to admit that he knew very little about friendship. He knew what it looked like; whispering chattering people demanding things of each other that they had no right to touch. It looked exhausting, like a constant invasion of privacy that you were somehow supposed to enjoy, all while providing countless reassurances to the other person that you found them interesting and important. There were reasons Tom had never had friends.

In their so far brief friendship, if Tom was willing to call it that, Azrael had done none of this. No, if anything Azrael seemed content to let things lie, to continue to go about his daily business without the slightest consideration to Tom. Ever since that night where they had looked up at the thousands of stars, the light of which dwindled on in the universe even after they had burned themselves into darkness while Azrael motioned with a pale hand to stranger's constellations with foreign names, he had sat next to Tom in Transfiguration but he hadn't sought him out otherwise.

In the end it was Tom who demanded Azrael's presence at the end of Transfiguration, pulling him into an unused classroom so that they could talk.

"I want to learn wandless magic." Tom stated once the door had been closed.

Azrael lounged on top of one of the desks, not even in the chair, and regarded Tom as his fingers tapped against the wood.

(Tom almost wanted to tell him to stop it, irrationally, to just sit in a chair and try to look normal if he could manage that. He wasn't sure what it was about Azrael, whether it was any feature in particular even, but he was always unnerved by him and that fact alone had always bothered Tom.)

"You already know wandless magic." He commented lightly, Tom stiffened wondering if he was referring to his days in the orphanage, but of course he couldn't know anything about that.

"Not like you do."

It was painful to say to look at that boy and be forced to see something worthy. In retrospect that could have been the real reason he had avoided Azrael so long, that terror and bitterness that Azrael was in some way superior; that he was better at magic than Tom was without even trying.

Azrael's head cocked to the side, his expression almost empty, and in his eyes worlds were born and died all in the same moment.

"No," Azrael said softly. He hopped off the desk in a curiously graceful motion landing on both feet and walking towards the door, "We won't do this here, there are eyes everywhere in this castle, follow me."

Soon they were walking through a twisting labyrinth made of familiar hallways, taking turns Tom had never thought of taking, until they were standing before an empty wall. Tom was about to say something about getting lost when suddenly a door appeared and Azrael motioned for him to follow him inside.

They entered what appeared to be a workshop of some kind, in the middle of the room rested what looked like an empty stage, a stool in the center. Surrounding the stage were various labeled bins containing a variety of materials that Tom couldn't recognize. Azrael breathed out a smile at the place looking more at home than Tom had ever seen him in the castle.

After surveying the room Azrael turned to him, "It won't be easy, it's been a while since I've had an apprentice and you are not easy to please. It will be hard and it will be grueling and it must remain a secret. Not of word of this is to reach Albus Dumbledore, do you understand?"

"Why would I ever tell Dumbledore?"

He said it almost as a joke because he could not picture a future in which that happened but Azrael didn't laugh, merely narrowed his eyes and said in a rather cold tone, "Make your eyes like mirrors so that when he looks into them he only sees himself and not your thoughts. Even words unspoken scream at times."

Tom wondered if that was supposed to mean something, "You know Azrael, you should reconsider this wizarding business and become a poet instead because then at least your gibberish might be halfway appreciated."

Azrael surveyed him for a few moments before sighing, "I suppose I'll have to be frank then, if you find this out later and claim I lied to you, well I can only imagine the chaos that would cause. Albus Dumbledore has the ability to read minds."

(This, he would later reflect, was one of the first brutal moments of disenchantment he would have with the wizarding world. It would not be the last.)

"What?"

Azrael seated himself on the stool suddenly looking quite exhausted, "The skill is referred to by wizards as Legillimency and very few wizards are actually capable of it and even then most use it sparingly."

There was a feeling of detachment, of being caught in time, his mind racing this way and that the image of himself in the orphanage that day with Dumbledore, "Are you a head doctor?" rushing before him and the wardrobe on fire. All the while this feeling of panic and the words, "What does he know? What did he see?" pounding in his head like an irregular sickened heartbeat and the terrible fear that Dumbledore knew Tom better than Tom knew himself and Azrael's voice a dull narration over these images in his head.

"The trouble is that it is far from fool proof. There is another mind art called Occlumency which works as protection against Legillimency. A basic occlumens can't necessarily keep someone out but they can notice when someone's snooping where they don't belong and beyond that Occlumency becomes more impressive. A master occlumens, which is even rarer than a master legillimens, can alter their invader's perception of reality and turn them into a lunatic if they so choose."

But in Tom's head there was only Dumbledore in his room in the orphanage and the wardrobe on fire between them.

Finally Tom managed to say in a voice that was distant even from himself, "I think, that I'd almost rather learn that instead."

There was a sigh from Azrael, a slight quirking of the lips as if amused, and a slow shake of his head, "That, I'm afraid, is not my area of expertise. You have a good start already, you have the personality to be able to learn both, and you have experience in at least some mental manipulation. Within a year, if you truly studied it, you would surpass me and where would we be then?"

It was almost as if the room had gone dark and Tom could barely feel himself anymore, like it wasn't Tom talking, but something deeper than Tom some dark cold logical machine that existed within him using his body like a puppet. "I do not want Albus Dumbledore in my head."

"And you think I want him in mine?" Azrael asked with raised eyebrows.

"Then why won't you teach me that instead."

It was not quite a threat, not as blatant as the ones he had given to the orphans, to some of the Slytherins even. It was not, I will slaughter you like a pig you shithead whoreson, but the intent was there all the same. Azrael had not stepped too far, had not stepped anywhere at all, but he had something Tom needed and extortion wasn't so different from drastic measures in the end.

Azrael seemed to perceive the unsaid threat because his body tensed and his eyes never left Tom's face. There was no arrogance in there only a cold confidence that saw Tom as nothing more worthy than any other piece of furniture in the room.

"I won't lie and say that anyone can teach you the mind arts, Tom Riddle, but I guarantee that no one will teach you the magic that I practice. To teach Occlumency involves my invading your mind and tearing through each and every one of your memories until I practically am Tom Riddle myself. It would be the same with any teacher although they would not be so upfront with what it would involve. If you want your thoughts to remain private I suggest you learn it from a book instead, there should be something in the restricted section, since you so conveniently have a pass."

A book suddenly materialized in the room, Azrael stood and carefully made his way over to where it rested on the floor, he surveyed it quietly and then threw it at Tom. "This should help. Now, Tom, do you still want to learn wandless magic or do you want to stand there and attempt to intimidate me?"

Tom didn't look at the book even as he caught it but kept staring at Azrael who coolly stared back.

(Picking and choosing your battles was not the same as losing but it still burned in his throat.)

"The wandless magic."

And just like that it was as if the moment was forgotten and Azrael wore that stupid childlike grin on his face. "Very good, we'd best get started then."

Tom's first magic lesson with master Azrael the Hufflepuff.

"A tree falls in the woods and no one is around to hear it, what sound does it make?"

Tom told to sit in the center of the room and contemplate Azrael's words could only stare at the boy and blink a few times trying to process the phrase and see if it actually meant anything at all. He routinely felt around Azrael as if there was some fuse short in the other's brain and that he had no real language processing ability and rather talked like an overly poetic stroke victim.

They were in the same room but it had taken on a different appearance this time. It was now filled with every item imaginable looking like the place where lost student items went to die in abandonment. There were books, broom sticks, cabinets, picture frames, and every other useless broken thing heaped in some pile or another waiting for someone to grab it. Upon entering the room Tom had eyed the book collection and wondered if he might find something useful in one of them, forgotten things that they were.

"I assume it makes the same sound all trees make when they fall." Tom said slowly to which Azrael smiled.

"You never were one for philosophy, Tom Riddle." Azrael said with a smile before walking away from Tom and towards a stack of broomsticks leaning against a wall in the corner, "Unfortunately for you a lot of wandless magic is based on concepts that make reality a somewhat fuzzier contraption than you picture it, think harder and answer me in half an hour."

"So I'm supposed to picture trees, for a half hour." Tom said as he watched Azrael inspect each broom with a critical eye moving from one to the next with decisiveness that he rarely exuded in class.

"The trees are irrelevant, you could picture sheep if you so desired, it's all in the concept."

Azrael seemed content to ignore Tom and wandered further into the stacks of, well Tom could only refer to the items as things, searching for some random object that in no way should have been more interesting than Tom. If all these lessons were going to be like this, Tom thought to himself, then Tom was going to remove Azrael's kneecaps for making him waste his time.

"I thought the concept was the tree falling in the woods."

He couldn't see Azrael, the boy having wandered out of sight in the room, but he heard the sigh of exasperation, "Really, do you have no aptitude for critical thinking?"

It was at that point Tom managed his first bout of wandless magic for the day the pile Azrael was searching through collapsed on top of the Hufflepuff. Still sitting crosslegged Tom managed his first smile at the sounds of Azrael's fruitless struggles, "Well, look at that, progress."

(Later after Azrael managed to clamber out of the pile of forgotten school equipment to make his rumpled way over to Tom who just smiled and waited patiently Azrael had concluded on the lesson, "Perhaps I need to think of a different approach.")

It wasn't as if Tom perceived Dumbledore in a new light after Azrael's rather startling revelation. He had always mistrusted Dumbledore, felt he had been misjudged by the man, and if anything Azrael's words had just confirmed all the suspicions he'd ever had and more. Azrael had assured him that Dumbledore probably hadn't ever read his mind; that he would no doubt consider it immoral to invade the mind of a child, but Tom found that even the possibility of Dumbledore in his head was more than he could stand.

He learned Occlumency as quickly as he possibly could and began to scrutinize Dumbledore more than he had ever bothered to before. In the beginning Dumbledore was a nuisance, always judging and condemning Tom for daring to be better than everyone else, now he was becoming a threat.

(Perhaps what was most insulting was not that Dumbledore was a threat to him but that he was not a threat to Dumbledore, at least not yet, but one day he would be and he would make sure the old bastard knew it too.)

What he ended up noting rather surprised him and showed him just how little he had been paying attention. Dumbledore disliked Azrael more than he did Tom Riddle. He had known Dumbledore disliked Azrael, had never given him house points for the perfect practical work done without a wand, but he hadn't realized that this passing over of Azrael's abilities extended into dislike. When Dumbledore looked at Tom his eyes fell a little flat giving him a perpetually disappointed look but when they turned to Azrael they were cold and just a bit harder. He felt he had figured Tom out but he wasn't sure what to make of Azrael and that clearly bothered him.

Azrael never said anything about it, just took it in that infernal stride of his, and let everything wash over him as if it never mattered in the first place. Tom was insulted by proxy.

"How can you stand it?"

They were sitting cross legged on the floor, Azrael tinkering with some metal contraption, and Tom told to sit there and find his inner self, whatever that might mean. Azrael's compulsion to speak only in poetry often left Tom a little vague on the details until he simply had to sit there and wait for some more mundane clarification.

(He'd probably have abandoned this idea altogether if it weren't for the fact that there were results, levitating objects wandlessly had become much easier, as had other wandless physical acts but even so the temptation to leave at times was almost more than he could handle.)

At the question Azrael's eyes left the device and turned to Tom's, "Stand what, exactly?"

"The professors here don't even look at your work; they don't even look at you. Your practical work is always perfect and yet you have never earned a single house point. Doesn't it bother you?"

Azrael smiled slightly, "I have no desire for such materialistic things as house points."

Tom failed to point out that house points were not the best example of materialism, Azrael had odd opinions regarding such things, "So you would let them pass you over, as if you were nothing?"

He looked somewhat solemn then, taking Tom's words and categorizing them in his mind, until he finally said, "I will never be nothing. I may be cast aside, forgotten, and even left unnamed but I will never be nothing. I gamble with eternity, Tom, and the odds are more in my favor than in theirs, if it is a game at all that we play. They will see me again one day, even if they do not expect it. Besides, I'm not particularly impressed by my work either."

He doubted Azrael realized how insulting that statement was to Tom, whose work was on par if not only slightly better than his, to have it dismissed for nothing with a wave of his hand. He must have caught sight of Tom's anger because a childish, almost mischievous, smile graced his fine features, "You are remarkably sensitive."

"What, then, would you consider impressive?" Tom asked. It was not meant as a serious question, a joking remark, bitterly spat out in a moment of frustration but nothing more. It held no true weight and yet for Azrael it seemed as if he had asked the world.

Azrael grew still and his eyes burned and said in the voice of prophets, "I have seen many great and terrible things but do keep in mind that great things can often be quite terrible."

You will accomplish great things, the hat had said, sometimes it was more than unnerving the way Azrael unconsciously brought up these instances from his life. The boy's words came off like a threat, not one directly to Tom himself, but even so there was warning in his eyes.

"I see." Tom said and even to himself the words sounded distant as this moment was stored once again in his mind, tucked away for safe keeping. He must have hit a nerve because Azrael didn't grin as he usually did when Tom was discomfited but rather he turned back to his work without a word.

"What are you building, anyway?" Tom asked staring at the glinting metal.

"A variety of things." Azrael his voice without inflection, "They may prove important later."

"Care to be more specific?"

"Hm, I suppose I could be." Azrael said and finally looked up from his the intricate metal gears which had begun to resemble clockwork, "I doubt you'd care about the specifics, as you call it, but a summary is decent enough. It's insurance."

It was at this point, Tom would later reflect, that the conversation took a strange turn. He was no stranger to having baffling conversations with Azrael that turned either into a philosophical madhouse or a riddle contest but this was different than that. There were times when Azrael became focused, he lost his distant gaze, and in those moments his eyes became daggers and his words became uncharacteristically blunt.

They had been doing these lessons for some time now and as Azrael had told him it was frustrating. Tom so far hadn't gone through exactly a wide range of emotions, there'd been a few moments of triumph and even more of severely strained patience and even raging fits, but he'd seen very little of Azrael's personality. In spite of Azrael's moods he could put on quite the poker face, his face contorted into some emotion that never reached his eyes, it was very rare for those masks to drop and even then Tom had never seen them drop entirely. That day, for seemingly no reason, the mask dropped a fraction of an inch.

"Insurance?" He asked with raised eyebrows.

"In a sense." Azrael said implying that it was anything but mere insurance, "I've taken quite a gamble recently and I'm not certain I'll have an agreeable outcome yet."

Tom didn't have to ask this time Azrael answered the question for him, "I decided to teach you magic and that has the potential to be a very dangerous decision on my part. Of course, this assumes my indifference will fade in time, which seems rather unlikely at this point."

Azrael made a vague motion with his hand and abruptly a sense of levity returned to the conversation a small smile drifting to his lips, "No need to worry about that though, you still have a long way to go before you can get anywhere."

Somehow, Tom thought wryly to himself, those words were not at all reassuring.

Author's Note: So Tom has a friend, kind of sort of, but it still counts. Yay Tom. Thanks for the reading as well as the reviews, they are great, and probably part of the reason this chapter came out so soon. That and I have a lot of this written already, which almost never happens for me, I usually write as I go and see where the wind takes me. Reviews are appreciated greatly.

Disclaimer: I don't own Harry Potter.