A/N: Sorry this took so long! Here's a long chapter for you :) As always, please read the warnings!

TW: Implied child abuse (emotional), death of a parent

The second time it happened was during their fourth year.

Dinner that night had been going well. James managed to have a short but civil conversation with Lily, Peter was trying to bury himself in mashed potatoes, Sirius was teasing James over his crush on Lily, and Remus was smiling at his friend's antics. All-in-all, a great evening; until the marauders spotted an owl headed straight from them.

The owl caught most of the great hall's attention, mainly because owls usually only came during breakfast. Sirius stiffened, back straightening and shoulders pulled back, and James set his jaw, ready for a fight. After all, an owl this late could only mean trouble, and Sirius's mother was the human form of trouble. They were all surprised, and relieved, when the owl stopped in front of Remus. She nipped Remus's hand lightly, stole a piece of chicken from Peter's plate ("Hey!"), and flew away.

The rest of the great hall had lost interest, seeing as it was not a howler from the Blacks, and returned to their meals.

Although it was later than usual, the owl was not a complete shock, seeing how Remus's mother wrote to him at least twice a week. Remus had shown her how to use an owl over the Christmas holiday his first year, and had given her the owl, Cherry, as a present. She had been over the moon.

What was odd this evening, besides the late owl, was that Remus's mother had not written in two weeks.

As soon as he'd seen Cherry, Remus visibly relaxed, relieved and a bit excited. All of the marauders were. They had noticed the lack of letters, and though he never said it, the boys knew that Remus was stressing himself out over it. They were sure that the letter would lift his spirits.

Satisfied, James, Sirius, and Peter turned their attention back to their conversation, laughing and joking, as Remus read the letter. When Sirius turned to repeat a joke to Remus, however, the easy smile fell off his face. Remus had turned stark white, his grip on the letter so tight that he nearly ripped the parchment. While he wasn't otherwise visibly distressed, Sirius knew that something was very, very wrong. Before Sirius could question him, Remus, as if sensing his concern, abruptly stood and quickly left the Great Hall.

James looked up from his plate as Remus stood, and sent a questioning look to Sirius. Peter was still shoving potatoes into his mouth, unaware of the tension at the table.

"What was that about?" James broke the silence.

"I have no idea," Sirius said, brow furrowed. "Come on. We need to find him." Peter pulled a face at being dragged away from his dinner, but followed James and Sirius as they left the Great Hall and headed towards the dorm to find the map, checking the hidden alcoves as they went.

It took nearly five minutes of searching the map before Sirius saw the dot labeled Remus Lupin (Moony) on the top of the Astronomy Tower. Taking the map with them, the three marauders quickly left to find their friend.

When Sirius, James, and Peter reached the top of the Astronomy Tower, they saw Remus standing at the glassless window with his back to them. He was hunched forward slightly, with his elbows resting on the ledge and his hands leaning out into the night air. At first, it looked as if he was simply lost in thought.

That is, until they heard his breath hitch.

Sirius was the first to move. He slowly walked up to Remus and placed his hand on his back, startling him slightly.

"Moony?" Sirius waited for Remus to turn to him before continuing. "Remus, what happened?"

Remus just shook his head, easing away from the hand still gently resting on his back.

"Nothing, nothing. It's nothing. I'm- it's fine." But he wouldn't meet Sirius's eyes.

James snorted, and moved to stand next to them.

"No, Remus, it's obviously not fine. What did the letter say?"

Remus's eyes widened, as if he hadn't been expecting James to be so forward. He shook his head again, bringing the letter up to his chest. He put his back against the wall, closed his eyes, and slide down until he was sitting on the cold stone floor. It looked to Sirius as if all of the fight had drained out of him.

Sirius sat down across from him, with James sitting on Remus's right and Peter on his left. Remus felt cornered, but safe all at once. When he finally opened his eyes, they were filled with tears. Sirius hesitated.

"Could we- could I read it, Remus? Please?" He wouldn't read the letter if Remus told him not to, but whatever it said was obviously hurting him, and Sirius needed to know what it was so he could fix it.

Remus considered this. He knew he wouldn't be able to speak without breaking, was still trying to stop his hands from shaking. He had always dealt with everything on his own, and a part of him protested against the idea of letting even his closest friends in. But Sirius knew this, and as he watched Remus with such a concerned and caring expression, he felt the internal battle within himself quiet. Finally, Remus handed Sirius the now crumpled letter, leaning his head into James's shoulder when James put his arm around him.

Sirius started to read the letter silently, thinking that reading it out to Remus wouldn't do any good. James flashed him a look that was half worry and half annoyance, but Sirius just shook his head and continued to read.

Remus,

I am writing to inform you of your mother's passing. She contracted a muggle illness that has no known cure, magical or other. She did not want to worry you and chose to keep it between us. Her funeral was held this past Tuesday, and she was buried next to her parents as she wished. I did not think it wise for you to attend.

Hope left you a sum of muggle money in her will. However, as you are still a minor, these funds will be transferred to me directly. We will discuss arrangements upon your 17th birthday.

I feel that I should assure you that she loved. Despite everything, she loved you until the very end.

Sincerely,

Lyall Lupin

Sirius just stared at the parchment, waiting for more writing to appear, for it to offer some kind of comfort or reassurance. But none came. He knew that Remus and his father did not get on, and hadn't since he was bitten, despite how much Remus wanted to connect with him. But the cold, formal way that Lyall wrote to tell his own son that his mother had died was almost cruel. And then there was the last line of the letter; She loved you. Not we, not I: she.

Sirius had a feeling that Remus's relationship with his father was about to get a whole lot worse, now that his mother was not there to play peacemaker.

Sirius was drawn out of his hate-fueled stupar by a small sob, whipping his head up so fast he heard a crack. Remus had his eyes screwed shut, tears leaking out to run down his cheeks, his hand over his mouth like he was trying to keep his sorrow inside. James rubbed his arm in what he hoped was a comforting manner, looking lost and helpless.

"Moony…" Sirius didn't know what to say. He'd never lost any family before, and he wasn't close enough to his parents to imagine what Remus must be feeling. All the marauders knew how deeply Remus loved his mother, how she stood by his side despite his lycanthrope, how she loved him unconditionally. What Remus and his mother had was deep and true, unlike anything Sirius had seen before. Sirius was afraid that Remus would never feel that love again.

Fuck that, he thought. He has us.

"Remus, look at me." Sirius's voice was firm now, but his expression was gentle. Remus slowly opened his bloodshot eyes, tears clinging to his lashes. He kept his palm pressed over his mouth, trying to slow his never ending sobs.

"Remus, I'm sorry. I know it's lame, I know it doesn't fix anything, but I am. I'm sorry that she's gone, and I'm sorry that your dad's a dick." Sirius didn't dare look away from Remus, but he felt James and Peter watching him, and he could imagine their expressions: James, his jaw set, understanding in his eyes and a plan already spinning in his head; Peter, face full of confusion but ready to do whatever he can to help his friend. "I'm sorry that this happened to you. But Moons, you're not alone. You-"

Remus finally found his voice then. "Yes I am. Yes I am, Sirius. Don't you see? He- he isn't going to stay now. She's go-... she's gone, and he- he hates me. She is-... she was all I had, and now- now I have no family. I'm alone, Sirius! I'm all alone!" His voice broke, a fresh wave of sobs overtaking him. Both of his hands came up to cover his mouth as he doubled over, wishing he could hide from the world.

Distantly, Sirius wondered why Remus learned to cry like that, to silence himself. He filed that thought away for another time. Instead, he reached forward and pried one of Remus's hands away from his face, making him sit up again. He didn't let go of Remus's hand.

"No, Remus. No. You're not alone. You're not. Remember second year? Remember what we said? Marauders stick together, no matter what. You have us, Remus. You have us, and we love you. We're your family."

Remus held his gaze for what felt like minutes, hours, as if trying to see a lie in them. Sirius let him, knew that he wouldn't find what he was looking for. The marauders were a family, plain and simple. Sirius learned that a long time ago, when they became his only family. Now, they were Remus's only family too.

Finally, Remus's shoulders untensed, some of the worry and strain leaving his face. He tugged on Sirius's hand, still held in his, so gently he almost missed it. Sirius took the hint, moving forward to gather Remus in his arms, letting him bury his head in his shoulder. Sirius held him tight as he broke, melting into Sirius as the strength left him. James kept his arm around Remus, sitting up to hold him tighter. Peter came around to Remus's other side, adding his arm to the tangle of limbs. They held Remus together, and Remus held on like a man drowning.

They stayed like that until Remus's sobs slowly quieted and stopped, until their legs cramped and the cold of the late February night made them shiver. Then, they stood as one and silently made their way back to Gryffindor tower. Luckily for them, the common room was empty, so they were able to make it up to their dorm without any interruptions.

James and Peter both went straight to the bathroom to shower, while Remus went and sat on his bed. Sirius lingered. He was worried about his friend, knowing that the nightmares got worse when he was stressed, but he wasn't sure what to do. When Remus caught his gaze, Sirius made his way over to him.

"You gonna be alright?" It was a stupid thing for Sirius to ask, but it seemed to be enough for Remus, who nodded.

"Yeah, I'll be fine." Remus bit his lip, trying to work up the nerve to ask Sirius something. "Sirius, will you-" But he cut himself off, shaking his head and blushing. "I just… thanks, you know. For what you said earlier. I was kind of a mess."

Sirius gave him a grin. "We all have our moments." Just as he turned to leave, Remus caught his sleeve.

"Would you… could you maybe, stay with me tonight? Please?"

Sirius's heart fluttered, though he wasn't sure why. "Of course, mate. Let me just change, yeah?" At Remus's nod, he grabbed his pajamas and closed the curtains around his bed.

Once he was dressed, Sirius slipped through the curtains of Remus's bed, closing them behind him. Remus was sitting cross legged on his bed, wearing his worn out pajama pants, and that old muggle band tee-shirt that no one quite knew who it belonged to: they all stole it so many times they lost track. His hair was mused, his eyes heavy and his cheeks pink. He looked adorable.

Adorable? Where the hell did that come from?

Shaking his head, Sirius slipped into bed next to Remus, who laid down next to him. As they lay there facing each other, carefully not touching, Sirius was reminded of second year, and how scared Remus had been then. Now, instead of being afraid of Sirius, he was looking at him as if he was the only one who could save him. Something warm moved in Sirius's stomach then. He wanted to make Remus feel safe, feel happy, feel… loved.

Remus slowly closed his heavy eyes, scooting towards Sirius in a way that didn't seem entirely intentional.

"Mm… 'm fallin' asleep." He mumbled, his speech slurring. He opened his eyes just enough to gaze up at Sirius. "Hold my hand?"

It was such an innocent request that Sirius didn't think twice before obliging. He leaned closer too, basking in the way that Remus relaxed into his warmth.

Remus was asleep in seconds, his hand safely tucked into Sirius's. The latter, however, stayed up late into the night, just watching over his friend. He was beginning to question the way Remus made him feel. Like he was both strong, and weak at the same time. Both brilliant, and incredibly dumb. How he made Srius want to protect him from the world, yet also hide behind him for protection. Sirius didn't understand how someone could make him feel all of this all at once. James made him feel brave, and funny, and cared for all at once. But with Remus, all of these feelings became tangled.

It wasn't until nearly sun up that Sirius's thoughts stopped spinning enough for him to sleep. He resolved himself to sort out what these feelings meant, and how to deal with them, without Remus knowing. And with that sorted, he fell asleep, his hand still holding Remus's.