Warning: This chapter contains themes of a mature nature.

It was late morning before Remus awoke. He yawned and went to stretch but there was something wrong. He was wrapped around the most wonderful smelling thing he had ever encountered. His leg was thrown over her hip which meant that his newly sprouted erection was pressed firmly against her backside. His arm was wrapped around her chest and as he moved his hand he felt the fullness of her breast under his palm and her pert nipple between his fingers.

She moaned and shifted, rubbing her body against his. Fire raced through him and he muffled a groan against her hair as his hips bucked reflexively. It was too much, but not enough by far. Gathering up every ounce of courage and willpower he had, Remus moved away from her and got to his feet. Hermione moaned again lightly and rolled onto her back to take up the space he had just abandoned. She looked so beautiful, and inviting, but he knew he couldn't stay. With one last longing look he quietly slipped from the room.

The sound of talking rose up from below, and once he got himself under control he made his way down to the kitchen. Severus and Remus were drinking coffee at the table. Apparently Sirius had decided to forgive Snape and so he was being civil again.

"Where have you been," Sirius said as he walked in.

"Sleeping," Remus replied stiffly, pouring himself a cup and sitting down next to his old friend. Sirius frowned when he sat and took a deep breath. His eyes widened and he turned to stare at him.

Remus mentally kicked himself. He should have showered before he came down here. Hermione's new odor was so potent that even from a distance he would smell like he'd bathed in it. Sirius gave him a look that promised a series of intrusive questions, but thankfully, he didn't say anything in front of Severus.

"Thank you for the coffee, Black," Severus said as he set his cup down and reached into his robes. "Lupin, here are the potions for you and the know-it-all." He said as he pulled out the bottles and handed them to Remus. "How is she, by the way? How did everything go last month?"

"She handled it very well," Remus told him as he took the potions and set them aside. "After the pain, she actually seemed to enjoy it."

Severus grunted and a ghost of a smile played around his mouth. "She has never been afraid of a challenge, has she?"

The men laughed for a moment and then Severus got to his feet. "Well, tell her I say 'hello' and not to be a stranger." With that he bid them good day and stepped into the fire where he vanished in a flash of green.

"Sooo," Sirius said, grinning evilly. Remus stiffened and closed his eyes, wishing deeply that he was anywhere else just now.

"There are two things I'm absolutely sure of, mate." Sirius went on. "One: you didn't sleep in your room last night, I know, I was looking for you. In fact, I couldn't find you anywhere." He raised his eyebrows suggestively. "And two: You smell fucking fantastic and I know it has nothing to do with your new soap. So, what were you up to last night?"

Remus sighed and ran a hand through his hair. "I was just sitting here and she came in to get a drink. She said she'd had a bad dream, and she was very tired but she was too afraid to sleep alone, so I took her back to bed and offered to stay with her until she fell asleep, but I ended up passing out. That's all."

"You passed out?" Sirius said, disappointment and disbelief lacing his tone. "Nothing more?"

"Nothing more," Remus repeated flatly. "But I am concerned about tonight."

"How so?"

"If her new scent has something to do with her wolf, then after the change it is possible it will get even stronger. With us being in our animal forms it might be nearly impossible to stop ourselves from attacking her. I would suggest that I be locked away in a different room, and for you to stay human. The problem is we've promised her we'll be there with her. Frankly, I'm concerned that she is in more danger from us than from her wolf. Maybe we should tell her we can't be near her while she is changed until her smell returns to normal."

"If her smell returns to normal," Sirius pointed out. "What if this is a permanent thing?"

Remus had considered that and it worried him. "Then hopefully over time we'll become desensitized to it."

Sirius sighed deeply. "Who's going to tell her…?"

"Tell me what?" Hermione said on a yawn as she shuffled into the room. "Good morning, guys."

"Ah…" The two men looked at each other pleadingly, neither of them wanting to be the one to disappoint her.

Finally Remus gave in. "Hermione, we need to talk to you."

"What's up?" she asked as she grabbed a cup of coffee and joined them at the table.

"Listen, it's about tonight," he said quickly. "I don't think, that is, we don't think it would be a good idea to go through the change together."

"What?" she asked, fear rising in her chest. "But you promised I wouldn't have to go through this alone. You said you'd be with me!"

The men exchanged another miserable look.

"Listen, love," Sirius said softly. "We don't think it would be safe for you just now to have us there with you."

"What do you mean 'safe'," she said semi hysterically. "I won't be safe without you there!"

"You must have noticed that we've been acting strangely around you," Remus explained. "It's because your smell is affecting us in a particularly physical way. It started a few weeks ago after the full moon which leads us to think that it must have something to do with your wolf. If that's the case, then it's possible that it will only get stronger after you change tonight. It might be too hard for us to keep our distance from you and we can't guarantee that we won't hurt you if it ends up being too much."

"No, I can't go through this alone!" she protested, tears forming in her eyes. "You promised when this happened to me that I'd never have to be alone. You won't hurt me and even if you do, I don't care…please!"

Heartbreaking tears rolled down her cheeks and the men stared at each other helplessly. They knew they couldn't deny her, but they also knew that to allow this was incredibly stupid and dangerous.

"Fine," Remus caved. "But if you feel that we're out of control, you must try and get away. Sirius can change back and help me keep my distance, but even the potion can't repress all instincts. Your safety is our number one concern."

Hermione didn't understand why she was so emotional. Logically, she knew she could handle this on her own as long as she took the potion, but the logical part of her mind was currently being overrun by intense irrational fear, and she couldn't suppress it. Beyond that she felt generally odd. She was more anxious than usual and she could feel her energy level rising, which she expected, but this was far more powerful than last time. The energy made her feel aggressive and almost needful. That's what worried her the most. She didn't know how she would handle that much excessive, unrestrained energy without the men there to help her run it off like last time. She truly thought that she would lose her mind if left on her own.

She took a breath to calm herself and nodded. "I understand, and it's not my intention to cause you two any undue stress, but I really need you to stay with me tonight. I just can't be alone."

Remus didn't feel right agreeing to this, but he didn't know what else to do. He was the reason for all of this mess. Whether she wanted to acknowledge it or not, all of this was his fault. She was right that he'd promised her from the beginning that she'd never have to be alone, but he was truly dreading this night.

They took their potions a half hour later and the men discretely excused themselves to escape her overwhelming scent. Hermione noticed how anxious they were to get away from her, but she didn't say anything and instead went back to her room to try and write in her journal. She found it difficult to keep her focus with the abundance of energy filling her body. It seemed that with every passing hour her energy level doubled until finally, at about an hour until moonrise, she was practically bouncing off the walls.

Finally it was time to meet up with the guys in the sitting room. They were already there when she walked in, and even though they were both at the far side of the room, they couldn't stop their reactions when she appeared. They froze and then went all tense as if they were going to bolt from the room.

Remus and Sirius knew the instant she was there. It was as if in the past few hours her scent had been amplified 100%. What they had been exposed to over the past weeks was nothing compared to the highly concentrated perfume that enveloped them now. At first, breathing in the potent aroma was like being sucker-punched in the gut, but soon the shock of it morphed into a nearly hysterical lust.

"Oh fuck!" Sirius hissed, and he took a menacing step toward her, his expression hard and fixed.

Remus growled warningly and grabbed his arm to halt his progress. Sirius turned, wild eyed, to snap at him, but he seemed to collect himself at the last moment and retreated further into the corner.

Hermione paused in the doorway. She knew something was up because she could smell their desire from across the room. The air was thick with it and it was making her body clench and her knees tremble. When Sirius began to stalk her from across the room her first impulse was to run, but her legs refused to move and a burning heat ran the length of her from her thighs to her chest. She was just beginning to think that maybe they had been right about this being a bad idea when the first pains hit her.

The transformation seemed to happen much faster than it had before. It was also much more painful and Hermione couldn't stop herself from screaming as she fell to the floor in agony. It took everything she had to remember to pull off her clothes as her skin exploded in fur. As her wolf emerged she heard echoing screams and growls from nearby and when she was finally able to lift her head she saw Remus complete the transformation. Sirius' dog was already there, but he was pacing the floor anxiously, his fixed stare never leaving her prone form.

Finally Remus stopped quivering and when he got to his feet he too turned to stare at her. He sniffed the air in her direction and raised his lips in a feral snarl as he slowly moved forward, Sirius flanking him closely. Hermione stayed flat to the floor, watching nervously as they approached her.

Their noses touched her and together they circled her canine body. She knew enough to stay perfectly still as they investigated her, sensing that any resistance on her part might cause them to attack. When they reached her tail, however she couldn't stop herself from leaping to her feet and snarling furiously.

Instead of backing off, the males dropped into attack positions and bared their teeth as they snapped and growled, making her cower. The instinct to roll over and expose her belly in submission took her and she lay down before them. At once they were there sniffing every inch of her belly until they reached her sex. She whimpered as they began furiously licking at the place where the odor's concentration was highest. They seemed almost possessed by the smell and taste of her until Remus unexpectedly jerked forward and snapped at her face again.

Hermione jumped to her feet and backed away instantly. Remus slowly back away as well as he cast Sirius a pleading look. Sirius nodded once as some unspoken message passed between them and he crossed to the other side of the room where he quickly transformed back into his human form.

"Hermione!" he shouted as both wolves turned to growl at him. "You need to get out of here. I'll help you get up to your room, but then you have to stay there. We won't have enough control to stop ourselves otherwise. We know what's happening now. You're in heat!"

That revelation stopped the female wolf in her tracks, but Sirius had to quickly change back before the male wolf instinctively attacked him.

Hermione was in shock. She was in heat? What the hell was he talking about? Humans didn't go in to heat; they had periods…which she's missed twice now…, but, no, it was impossible. He couldn't be right. Didn't dogs bleed when they went into heat? She was sure she wasn't bleeding, but then she looked down at the floor under her tail and she saw the traitorous drops of red. It was too bizarre. It just couldn't be happening. But then, it all started to add up. The smell, the emotions, the lust, the way they acted when she was near…

Oh, shit! She thought as Sirius made his way over to her. He was pushing her with his nose, trying to force her out the door while Remus backed himself unwillingly away from her. It took several seconds for her to understand that she needed to go, but finally she allowed him to push her out of the room.

Sirius nudged her up the stairs and into her room. Once she was safely there he turned to leave, but a low whine made him pause and look back. Hermione took several hesitant steps forward, then to his incredulous disbelief she turned her back to him and raised herself up on her haunches. She was offering herself to him! Sirius had only taken a few halting steps forward when she seemed to come to her senses. She bounded away to the other side of the bed and he left the room, becoming human long enough to close the door and lock her inside. A long lonesome howl rose up the stairs from below and she answered it; sending out all of her confusion and bereft anguish in that one lingering, desolate song.

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