Hogsmeade privileges and elective courses weren't the only changes as they settled into their third year. Remus shouldn't have been so surprised. He already knew that James was prone to changing his whims with the blink of an eye, leaving them all to deal with the whiplash. For example, despite his fixation on exploring the castle in previous years, James had temporarily lost interest in searching for more secret passageways. Sirius, who'd come back from summer break with a whole sheaf of detailed, tidy sketches he was excited to show them, seemed disappointed, but Remus was the only one who noticed.

The reason for James's change of focus became apparent quickly. Allegedly, he'd returned from his summer trip to Paris with a new, mature outlook on life, love, and Lily Evans.

Specifically, in his words: "Why should I bother with a bird who doesn't want to bother with me? I'm way too mature for such childish games. There are plenty of other girls around the castle who are ready for a relationship."

Sure enough, by October word spread quickly that James Potter was now dating Sophie Browning, a blonde Hufflepuff. Sophie was a cute, tomboyish third year who hung around with the Gryffindor Quidditch team a lot because her older sister was a Chaser alongside James. It was utterly bizarre to see James strutting through the halls grinning from ear to ear, one hand interlaced with hers and the other rumpling up his hair. The Gryffindors were shocked that James was rather well-behaved whenever he was around Sophie, and even more shocked that James now seemed to glide past Lily in the corridors without giving her a second glance.

"This is just another one of your plots to get Lily's attention," Remus accused James one day as they returned to the common room after supper. Remus was feeling a bit queasy, as he'd left the Great Hall with James and Sophie, who insisted on exchanging a long squelchy goodbye kiss in front of him.

James slowed down mid-step and cast Remus a furtive glance. "Why? Has she been talking about me?"

Remus shrugged with a sly smile, purposely pushing his bombastic friend's buttons.

"Oh, come off it, mate, I know you two are friends!" James cried. "What's she been saying about me?"

He gave Remus an enthusiastic hip-check and nearly knocked him into the side of a couch. Remus yelped and shoved him back. "Nothing, you nutter! If you're so into Sophie now, why do you care what Lily thinks, anyway?"

"Merely curious, my good man," James replied, plopping onto an armchair. He took out his Snitch from a pocket in his robes and began to fiddle with it mindlessly, juggling it between his two palms. "No other reason. Sophie is excellent company."

Remus burst out laughing. "And I've been meaning to ask, why do you keep talking like a fifty-year-old?"

James grinned. "Because I have become…ma-tuuure." He dragged out the last syllable in a snooty voice. "It's actually pretty great, you know—now that everyone can see that I've grown up, everyone will want me even more."

Remus raised an eyebrow. "Oh, everyone, huh?"

James looked away quickly, waving an airy hand. "You think you're so clever, Remus, but when it comes to women, you just don't get it. I'm sure one day you'll finally fancy someone and then you'll understand."

This comment was enough to send Remus's thoughts back into their usual spiral. As James stared dreamily into the common room fire and continued to wax poetic about his love for Sophie, Remus tuned him out. James didn't know, but Remus already did fancy someone.

For that was the truth, and every time Remus tried to dodge around it with mental gymnastics, it insisted on hitting him in the gut like a Gringotts tram. Awhile ago, Remus had started to wonder why people like James and Casey and all those giggling girls had crushes they talked about constantly, when Remus didn't feel that way about anyone. He had started to wonder whether there was something wrong with him. Now, it seemed, Remus was finally joining the club. He just hadn't expected it to come from fancying a friend.

And sharing a dormitory with that friend was bewildering, to say the least. Recently, Remus was finding himself trying to sneak glances at Sirius without making it too obvious. He told himself it was because he wanted to figure out, once and for all, what he actually felt—but even as no clear answers arose, Remus didn't stop watching him. Remus loved the way it made his insides feel to catch glimpses of a shoulder blade here, a belly button there. It was nothing much, but there was something deliciously addictive about the secret deviance of it all. The more Remus did it, the more he wanted to do it.

And Sirius made it so easy, oblivious as he was. Remus himself always made sure to change his clothes behind drawn bed hangings, to get dressed alone in the bathroom right out of the shower. But Sirius had no such habit. In fact, he and the other boys in their dormitory didn't seem aware of their own bodies at all. They trundled back and forth from the shower, half-naked and not even slightly bothered about it.

Remus couldn't imagine what it was like to be so comfortable with his body. He'd always been paler, slighter, and more easily exhausted than other boys, and he was ashamed of the scars that the wolf had given him over the years—deep scars that even a heaping dose of dittany couldn't completely erase. Recently, Remus found himself wondering about sex for the first time, but it was merely an intellectual curiosity, because the thought of actually being naked in front of someone else was enough to make him clench his eyes shut in horror. His body felt so gangly and awkward, especially now that he spent so much time peeking at, and comparing himself to, Sirius. Sirius had smooth peachy skin where Remus had ugly purple scars. His chest looked firm and healthy compared to the way Remus's caved slightly inward. Greenish veins stood out rope-like on his forearms in a way that made Remus feel simultaneously envious and faint.

"Am I boring you, Remus?" James interjected into his thoughts loudly.

Remus jolted up from his armchair seat. "Er—no," he lied. "Your soliloquies about Sophie are the most interesting thing I've heard all day."

"What's a soliloquy?" James asked, frowning.

"Nothing insulting," Remus assured him, getting to his feet. He shook his head, trying to clear it. "I should get going though. I've got a Charms Club meeting tonight."

"Say hi to Evans for me!"

Remus looked back over his shoulder at James with a knowing grin.

"Or don't," James coughed, rubbing a hand through his hair and diverting his gaze back into the fire. "Doesn't matter to me."

That night, they were practicing Cleaning and Scouring Charms. At the first meeting of the year, club leader Marlene McKinnon had circulated a Suggestion Box so everyone could submit a couple of charms they wished to practice. Cleaning and Scouring had been Remus's suggestions, which he'd written in tiny letters on his scrap of parchment so that Lily, who always sat next to him at meetings, wouldn't accidentally glimpse them over his shoulder. Remus didn't want her asking questions about why a thirteen-year-old boy wanted to learn common household charms. His stomach still roiled in shame every time he thought about his bright future as a caretaker. Still, though, he supposed it was sensible to start to learn some janitorial charm-work.

"Agh, what is that smell?" Lily exclaimed as Marlene plopped a small covered bucket down onto their table with a thunk.

The seventh-year grinned down at them evilly. "Bubotuber pus," she said. "Sticky and stinky, perfect for practicing Cleaning Charms. We're lucky Professor Sprout had the fourth-years harvest a new batch just yesterday. Use your gloves—this stuff is potent."

She handed Lily a ladle, a washcloth, and a scuffed silver platter, and then moved on to the next table.

Remus and Lily looked at the bucket, and then at each other, in dismay. But then Lily, ever the pragmatist, shrugged. "Well, I suppose the smell will motivate us to clean it up more quickly, won't it?" she said matter-of-factly.

She put on her dragon hide gloves and then rolled up her sleeves, took a deep breath through her mouth, and popped the lid off the bucket. The pus was a cheerful yellow and gave off a pungent stink like petrol. Lily pinched her nose with one hand and smeared a ladle of pus onto the silver platter with the other, her green eyes starting to water from the fumes. "Go ahead, Remus!" she coughed, jamming the lid back onto the bucket hastily.

Remus aimed his wand at the pool of pus on the platter. "Scourgify!" he pronounced, and a jet of soap bubbles shot out from the end of his wand. "Aguamenti!" It took some concentration for Remus to levitate and supervise the washcloth as it wiped the soapy pus away, including the stickiest, most stubborn bits. Then he blasted the platter with a quick Drying Charm for good measure.

"Great job," Lily wheezed, holding the arm of her robes over the bottom half of her face. "Can I give it a go?"

Remus took the ladle and heaped a fresh spoonful of pus onto the platter. Strangely, the fumes didn't affect him that badly. The petrol smell, while strong, was not unbearable.

Lily, on the other hand, appeared extra sensitive to it. She raised her wand, but before she could speak any spell at all, her body convulsed, and she sneezed four times in rapid succession. By the time she straightened back up, tears were trickling down her face.

"Merlin, are you okay?" Remus hurried to put the cover back onto the bucket. "Looks like you might be allergic to bubotuber pus."

Lily shed her gloves and wiped at her streaming eyes and nose with the backs of her hands. She managed to nod but looked ready to start sneezing again at any moment.

"I think you should get some air out in the corridor," Remus urged. "I'll clean up here and put our materials away, and then I'll walk with you to the Hospital Wing."

As Lily scurried out of the classroom, Remus set about scouring the pus from the platter again. On his second try, the task took mere moments before the scuffed silver surface was sparkling clean. He was excellent at janitorial charms, he observed, and, to his surprise, he felt a little surge of pride. If he had to be a caretaker, then sod it, he'd be the best damn caretaker in all of Britain.

When Remus went out into the corridor a minute later, Lily was sitting on the ground nearby. Her face was still damp with tears and snot, but now it was splotchy red, too, and her expression was mutinous. A plump older girl wearing a flower headband in her mousy hair was bent over next to her, rubbing Lily on the back.

"Oh, hello, Bertha," Remus greeted her, feeling uneasy. Bertha Jorkins, a fifth year in their House, had a reputation as the worst gossip in the castle. Rarely anything that occurred in Gryffindor Tower ever escaped her notice. This, of course, made Remus very wary of her, given that he had one, maybe even two, gigantic secrets rattling around in his pockets at all times. Luckily, though, Bertha didn't seem very bright, so there was little danger of her making the connection between his illnesses and the cycle of the moon.

"Wotcher, Remus," Bertha said, but her eyes barely flickered up at him before settling back down on Lily.

Remus snickered to himself, thinking it was probably all the better that Bertha found him patently uninteresting.

"Lily, dear, there's no need to shed tears," Bertha was saying to the other girl. "I know it stings, but you must've realized that Potter would give up on you eventually. We're supposed to let blokes chase after us and all, but you never gave that poor boy a spot of encouragement—what did you expect?"

The uneasy feeling in Remus's belly grew into full-on dread as he realized what Bertha was insinuating. He stood rooted to the spot in front of the two girls, swinging his arms awkwardly and wishing he could evaporate into thin air.

"Bertha, I'm not—" Lily sputtered.

"It's okay," Bertha interrupted soothingly, misinterpreting Lily's ire. "It's okay, I understand." She dropped her voice to a conspiratorial whisper. "Want to know something that might cheer you up? Frank Longbottom could be available again soon—I came across him and Alice Turner rowing last night in one of the courtyards. He's handsome, isn't he?"

"All couples row," Lily said, sounding profoundly annoyed. "It doesn't mean anything."

Bertha seemed not to hear her. "And you know what, I just thought of something else—Potter might not even be able to help it," she said. "I've heard there's Veela blood in Sophie Browning's family. There, now, doesn't that make you feel better? She's probably got him under some kind of Veela spell."

"That is utter nonsense!" Lily snapped, finally pushed beyond the point of politeness. Her fists clenched and unclenched against the corridor floor. "I couldn't care less about Potter, but if I were you, I'd spend less time listening to silly rumors. You'd be amazed how much more you could accomplish!"

The other girl sniffed, looking affronted, and straightened up. "Ah, well, someone's in a mood! So sorry I cared enough to check on you, crying in the middle of the corridor. I'll just leave you to it, then!" And with that, Bertha whirled around on her heel and flounced away, whining audibly to nobody in particular, "Thinks she's so great, little miss perfect. It's no wonder people call her uppity behind her back."

Once Bertha rounded the corner, Remus reached for Lily's hand and pulled her to her feet. "They don't, you know," he said apologetically.

"Don't what?"

"Er—call you uppity."

Lily snorted in a less-than-delicate manner. "Oh, please, Remus, you don't have to lie. I have ears. I also know that Black refers to me as 'that stroppy cow' whenever Potter starts talking about me."

"Ironic that he should talk about being in a strop," Remus grumbled under his breath. "Now there's a pot calling a kettle black."

"He's having a tough time, then?" Lily asked, clearly trying to change the subject away from the encounter with Bertha. "I imagine it can't be easy for him. As I said, I have ears—I know what people say about his family."

"Yeah, it's something like that," Remus muttered.

"They're a bad sort, aren't they?" Lily said, looking concerned. "Is he alright?"

Remus made an evasive noise. "It's not my place to say, really," he told her honestly, hoping she wouldn't be offended. He liked Lily, of course, but as he thought of Sirius, waking up sweaty and scared in the dead of night, looking furious and helpless as he told his story on the train, these were things Remus wanted to keep to himself. "But yes—he does alright, when he can. And he's got us for the rest of it."

Lily turned a discerning gaze on Remus, and he suddenly felt uncomfortable. He wondered if anything he didn't intend to reveal to Lily was showing up on his face anyway. "You're a good friend to him," she said thoughtfully. "Kind. Sensitive. Most boys aren't like you, you know."

Remus shrugged and looked away. "Come on, let's get downstairs. Madam Pomfrey will give you something for your allergies, make sure there's no permanent damage."

Lily seemed to realize Remus didn't want to say more on the subject, and they walked in affable silence through the castle and down to the Hospital Wing. Outside the ward's double doors, Lily paused again. "You didn't have to walk me all this way, really," she told him. "I would've been alright alone."

"Well, who would've stepped in to help if you collapsed in another fit of sneezing?" he teased. "Or worse yet, if you were ambushed again by Bertha?"

"A lot of help you were, the first time," she retorted, but the corners of her eyes crinkled.

Remus laughed and put his hands up in mock surrender. "Fair enough."

She cast him a rather shifty glance. "You won't—you know—tell Potter about this, will you? About Bertha? He'd have way too much of a laugh about it."

Remus drew a cross over his heart with his index finger. "I wouldn't dream of it, Lily."

She placed a friendly hand on his arm and smiled. "You're a good soul, Remus Lupin, truly." She shook her head rather ruefully. "Well, I suppose you've gotta be, to put up with those scoundrels you call friends."

"Ah, they're not so bad if you give them a chance," Remus told her, not for the first time. It was something of an ongoing joke between them now, Lily taking the mickey out of Remus for whatever dumb thing James or Sirius had done lately and Remus halfheartedly defending them. But Remus knew that, no matter how annoyed she sometimes got at his friends, Lily didn't hold it against Remus.

Actually, come to think of it, if Remus would've fancied anyone at Hogwarts, anyone at all, why didn't he fancy Lily Evans? The two of them were not only regular Charms Club partners now, but also pretty good friends. She was down-to-earth and full of energy, intelligent and oddly wise beyond her years. It should get his heart racing and his stomach wiggling out of his abdomen, the fact that her hand still rested on his arm and she was standing close enough that Remus could count the freckles on her nose. But no, his heart was fine, beating normally, and his stomach was right where it ought to be. No, it was only Sirius sodding Black who inspired these reactions.

Remus cursed these unwelcome thoughts that seemed to dog him at the worst moments. He wanted to turn and bash his head repeatedly against the Hospital Wing door. But instead, he bade Lily a good evening, left her with Madam Pomfrey, and went back to the common room.

Author's Note: Just wanted to drop a note that I just started a modern AU wolfstar-at-college fic, The Good Life! Totally different vibe from this one, but the same boys we know and love :) So, check it out if you're interested!