A/N: www

A/N: /watch?vIeWW-kEqjDs ok so there are probably tons of people out there like me who, when they see a song fic have to hear the song with it. So here's a link to the song. Some of the lyrics have been changed to match the place I'm putting. Originals are "Girlfriends I've had plenty but none like Ms. Mackenzie." And all the "his"s and "he"s are "her"s and "She"s and well it's in the song you'll be able to tell what I messed up.

Tonks was sitting in Professor Lupin's class. Once again she was sitting in front. People were starting to wonder about her. She was not exactly the most un-talked about kid in school anyways but it had gotten even worse this year and they were only a month in. Then she remembered a song she'd heard over the summer. She almost laughed thinking about how true all the parts were except the teacher liking her back part.

His voice is echoed in my mind
I count the days till he is mine
Can't tell my friends cos they will laugh
I love a member of the staff

I fight my way to front of class
To get the best view of his ass
I drop a pencil on the floor
He bends down and shows me more….

That's what I go to school for
Even though it is a real bore
You can call me crazy
I wish that he craved me
That's what I go to school for
Even though it is a real bore
Boyfriends I've had plenty
None like Mister Lupin
That's what I go to school for
That's what I go to school for

So he may be twenty-nine

But that doesn't bother me…….

Ok so the rest of it was a little unlike her situation but hey most of it was. Let's face it she liked her young attractive Defense Against the Dark Arts professor. There was an 11 year gap though. That was one of the few things that bothered her. She knew that even if he did like her back that would hold him back a lot.

Remus had assigned them some in-class work to do as he sat at his desk. He grinned as he heard the song that his favorite student (for many reasons) was humming. He assumed the song had no meaning to her but it did to him, and it was because of her it meant something. The song he knew was from the student's prospective. He though of the words after where she'd stopped humming:

Her boyfriend's going out of town
I find a reason to go round

I climb a tree outside her dorm
To make sure she is alone
I see her in her underwear
I can't help but stop and stare

Everyone that I teach all day knows I'm looking at you in a different way
I guess that's why your marks are getting so high
I can see those tell tale signs telling me that I was on your mind
I could see that you want it more when you told me that I'm what you go to school for
I'm what you go to school for

She's packed her bag it's in the trunk
Looks like she's picked herself a hunk
We drive past school to say goodbye
My friends they can't believe their eyes….

He'd changed some of the words in his mind before reminding himself that he couldn't think of a student like that no matter how attractive she happened to be, so he continued with the real words subconsciously thinking of what it would be like if she felt the same. He'd mentally smack himself knowing none of his thoughts were true. She was a beautiful young Hogwarts student with an age of sixteen and he was a geekey young DADA professor at the age of twenty seven.

He shook the though away for a few reasons. One, because he realized how uncharacteristic of him they were that he would be thinking of something that broke the law. Even though he had been a Maurader James and Serius had been the ones who mainly broke the rules, he had just been the one to make up the planes to make it so they didn't get caught. And two, because he knew how much Serius would kill him for looking at his baby second cousin like that.

They both looked up at the same time and for a moment their eyes locked. Both blushed at the thoughts that each had been having about the other just a few minutes earlier. Tonks looked down to her paper and Remus returned to his notes refusing to think about the other as best as they could for the rest of class.

Remus called their attention just before it was time for lunch. "Students." He said loudly pulling the students from their papers as he spoke to the combination of all the houses. "For next class please read pages 200-210 on Boggarts. It will be very useful to you." He dismissed the class and watched as each student scuffled around. He gently put his hands together and rubbed the back of his hand where there was a scar from the recent war. He Sat down and looked to his papers just as Tonks had looked up at him one last time before finding the other members of her little group of friends and run off to lunch.

Charlie was waiting at the back of the class already with Shayna and Leo. The group of friends all looked at Tonks as she walked up to them and Shayna immediately locked arms with her lavender haired friend.

"So you fancy the new teacher?" Charlie said jokingly after the huge door to the DADA Classroom had closed behind them.

"No whatever gave you that idea?" Tonks said amazingly cool and innocent for her normal terrible lying skills. And they walked to lunch all the while talking and Tonks thinking about her new Professor. She though back to last night in the class room. Last night when she had spent all of her free time in his office even after her friends had left.

--Flash Back-- (Told from both POV at times)

"The map? YOU WERE A MAURADER?!" Shay said with bright blue eyes as big as saucers. How could this rule following Professor of Defense Against the Dark Arts be a figure of pure trouble and mischief like the Marauders had been prided to be?

Tonks smirked at the though of the dark haired man wondered though these halls as a teen having no purpose but to cause trouble. "Which one were you Professor?' She asked intent on finding out the answer.

"I was Mooney." He said proudly. Thinking on his days with Sirius, James, Peter, and Lily. He had a twinge of pain and longing for the past. Before James and Lily had dies, before Peter proved what kind of a man he really was, how he was not worthy of the title of Marauder. Most of what he missed though was spending time to the person he'd been closest to, his best mate, Sirius.

"Hey Professor Who all was in the Marauders?" Charlie asked curiously. Everyone agreed they wanted to know and nodded accordingly, especially Tonks. All of them looked with wide eyes at their professor begging for answers for their favorite professor, who now proved his worth of that post even more so.

"Well there was a boy named James Potter who of course you all know," He heard their gasps that such a well known person would be in that little band of mischief. "though Lily, his wife was not in the group she might as well have been after our 6th year. James and Lily were inseparable, He went by Prongs." He continues through all of the questions he could see in their heads. He looked directly at Tonks as he talked for some reason. He watched her hair go from its previous color to a stark white color. He wounded what that color meant.

"Then there was Peter Pettigrew. He had the fitting name of Worm Tail, the little rat." he mumbled the last part. Of course the students would not know all that he did about the supposedly dead Marauder but he had his hunches, Sirius was too good of a man to commit the crimes of which he was accused.

"Then there was another famous person who to us was Padfoot but to you is Sirius Black." He readied himself for questions but was confused when Tonks face dropped and looked away. He watched as each of them turned to the young Metamorphmages.

"Tonks Your cousin was a Marauder." He heard Leo say as each of the respective students looked at her in a different way. Charlie looked amazed, Shayna looked kindly sympathetic and Leo was just plain shocked and disturbed.

"You're Sirius' Cosine?" He said amazed to finally meet the young girl Sirius had been so proud of, the mischievous little ball of color that he'd seen so many pictures of.

"Second cosine!" She corrected. She didn't actually believe that the man that had been so kind and loving to her could kill anyone but she had to keep up pretences for her friends and for Remus. She hated that he would possibly believe them but she couldn't help but believe he did. She watched his face fall slightly. Remus couldn't believe Sirius' favorite little cosine or well favorite cousin's daughter, could believe he killed.

"Well then." He said sobering up and feeling a twinge of pain at that hatred that was well portrayed in her voice. "I now have a question for you. What were your names?" He asked putting back up his proud demeanor. Just because the beautiful prize didn't think his best mate innocent the rest of the group deserved proper treatment.

Tonks saw the change in his demeanor but said nothing, though she remembered herself to mention it later. "I'm Mirage Shay's Bell Owl Leo's Lion Pup, and Charlie's Red Dragon. We'll probably shorten them though." She looked at him only as the rest of the group agreed.

"Interesting choices." He said wondering about all of them in their own way. He saw Tonks watching him but he left it be. It would confuse him too much or even give him hope if he thought on it too hard, he wouldn't let that happen.

Charlie looked at the clock. "Oh shoot I have a meeting with McGonagall!" He said realizing it was free period.

"Ugh! I need to go to Sprout for tutoring! Hay Leo didn't you have a detention today?" Shay said also realizing it was free period.

Leo's eyes grew three times "Shit!" She whispered and rushed off. They all looked confused until Shayna got a look of realization. "It was with Snape!" She explained.

On that mark they all started to laugh, even Remus. He remembered Severus and Snivvelus from school. He had almost felt bad for Snape, but there was so much that was unlikable about Snape it was impossible to like him too much. "You coming Tonks?" Charlie asked as they started to walk out.

"Not right now k? I'll meet you later." She said still looking at the professor with a smile on her face from Leo's antics. He was petrified of Snape.

Remus looked at the student with chant in his head reminding him that the beautiful Miss Tonks, or Dora as she was now in his head, He heard the door shut and turned to the side. "It there something I can do for you miss Tonks?" he asked trying to sound detached and not think about her thoughts on Sirius.

"Professor do you think my cousin's guilty?" She asked cautiously and almost skittishly. She didn't want to him to think he was but she wanted to know. "Tell the truth.

"Truthfully, no! I don't! Sirius was too loyal, he could never do that!" Remus said almost coldly. But he got an answer he didn't expect.

"Oh thank goodness!" Tonks said sounding relieved. She was ecstatic; she didn't need to lei or pretend to him. She loved her memories of her cousin; she wanted him to like them too.

"Why do you?" Lupin asked instantly turning to face her and walking closer. He was slightly confused at her opposite behavior from the cold tone just a minute or two ago.

"Of course not! None of my family does, cousins and aunts not included! I don't even think they do!" She said smiling at him happily. She was free to ask her next question without restraint now. "Professor, could you tell me about him? I mean I know a little but I am sure you have stories I mean you were one of his best friends!" She said as if he needed reminding.

"On one condition." He said smirking; he wanted to tell her if she wanted to know." You have to call me Remus when not around the others." He said almost venturing into a flirtatious tone.

"Only if you promise to drop the formalities!" She shot back in an exceedingly flirtatious manner.

"Nymphadora it is then!" She said matching her tone with one that was only slightly less.

"No! I hate that name Professor" she said in a banterish tone.

"What did I say about the Professors?" he shot back with a similar tone.

"Well I hate that name!" She responded just as quick.

"Then how's 'Dora?" he shot not thinking. He'd only ever mentioned the name in his head before and now he was asking her.

Her entire face was instantly bright red. "Oh I ummm well…. I like it! A lot." Did he think that up? She'd never heard it before. 'Stop flattering yourself Tonks! He's a teacher! An intelligent, handsome, witty Professor! Why would he spend his time thinking about you?' she said as if he needed reminding.

"On one condition." He said smirking; he wanted to tell her if she wanted to know." You have to call me Remus when not around the others." He said almost venturing into a flirtatious tone.

"Only if you promise to drop the formalities!" She shot back in an exceedingly flirtatious manner.

"Nymphadora it is then!" She said matching her tone with one that was only slightly less.

"No! I hate that name Professor" she said in a banterish tone.

"What did I say about the Professors?" he shot back with a similar tone.

"Well I hate that name!" She responded just as quick.

"Then how's 'Dora?" he shot not thinking. He'd only ever mentioned the name in his head before and now he was asking her.

Her entire face was instantly bright red. "Oh I ummm well…. I like it! A lot." Did he think that up? She'd never heard it before. 'Stop flattering yourself Tonks! He's a teacher! An intelligent, handsome, witty Professor! Why would he spend his time thinking about you?' she reminded herself impatiently hoping that it would cast the blush out of her cheeks. Until she looked up and saw him blushing too. They locked eyes and gazed at each other. 'Well this is cliché!' she thought but for once she didn't care about the corniness.

"Oh I'm uhhh glad!" She said smiling. "Well to the sorties shall we? Though I think it might be better if I tell you in my office! Someone's less likely to pop in and if they do they might hear a name they shouldn't." He said thinking it might be dangerous for anyone to hear.

"Yeah." She said following him to the small rather undecorated office. There was a small worn couch and she instantly sat down. He sat next to her and they were both on opposite ends of the couch. Then he started to speak, telling all of their old stories, some comedy, some romance, some adventure, some horror! They were all very interesting and Tonks found herself on the edge of her seat. Each story made her scoot closer to hear it. She ended almost on his lap after the last story for the night.

She yawned for the third time that story. "You should get to bed! We both have classes in the mourning." He chided since she looked like she was about to fall asleep on him. He would have loved that but he was unsure of what her reaction would be.

"Yeah you're right." Tonks sighed not wanting to run off yet. "I'll see you tomorrow Remus." She said smiling as she got up and walked to the door slowly.

"Tomorrow Dora." She said as he fall asleep on the couch, wht visions of her dancing in his head.