A/N: If you couldn't tell, Remus is very OOC in this fic. I love his character, but I wanted to write him differently. This is how I imagine him if he didn't think so little of himself, and the rest of the Marauders and Lily actually managed to get through to him (more than they did in canon), making him believe that he isn't a monster.

I think he would honor them, once he got his head on straight, and try to be his best self.

A Song of Lightning and Fire

Arc I: Hogwarts

Part III: The Prisoner of Azkaban

Harry and Ginny entered the Library that night as they had planned, searching for any information on Dementors that they could find.

Dumbledore hadn't been at the School tonight, supposedly he was working on the Minister to get the Dementors to leave the Castle.

They entered the Restricted Section, going over to the shelf where they knew the book they were looking for was located. They found it and brought it over to a nearby table, opening the index page and searching for 'Dementor.' Turning the pages to the mentioned page number, they read:

A Dementor is a gliding, wraithlike Dark creature, widely considered to be one of the foulest of the dark creatures to inhabit the wizarding world. Dementors feed on human happiness and thus generate feelings of depression and despair in any person in close proximity to them. They could also consume a person's soul, leaving their victims in a permanent vegetative state, and thus are often referred to as "soul-sucking fiends", and the people they left soulless were deemed to have been turned into an "empty-shell."

There are certain defences one can use against Dementors, specifically the Patronus Charm. Dementors hold no true loyalty, except to whoever could provide them with the most people to feed on. They seemingly cannot be destroyed, though their numbers could be limited if the conditions in which they multiply were prevented from forming.

Harry and Ginny looked at each other in alarm, before turning the page of Moste Macabre Monstrosities to the one that listed the history of the foul creature.

The history of Dementors in relation to the wizarding society in Britain was inextricably tied up with one location: Azkaban. The island in the North Sea on which the wizard prison was built had never appeared on any map, wizard or Muggle. Perhaps its first resident, or even creator, Ekrizdis, practised the worst kinds of Dark Arts and constructed a fortress on the island, luring Muggle sailors there to torture and murder them. After his death, the various concealment charms placed on the island faded, and the Ministry became aware of the mysterious site's existence.

Those who entered the deserted fortress to investigate discovered, among other horrors, an infestation of Dementors. Fearing the reprisal of these dark entities should anyone try to evict them, the Ministry decided to let the sizable colony remain, unmolested and unchecked.

Ginny closed the book and they just sat there for a while, processing what they'd just read. The one piece of information that had Harry the most interested was the mention of the Patronus Charm.

He didn't know what it was, but he reckoned he could ask Professor Lupin about it sometime. He would know the Charm, considering he drove off the Dementors on the Train.

"What are you thinking?" Ginny asked in a whisper.

"That we should ask Professor Lupin to teach us the Patronus Charm," he answered. She nodded slowly, leading Harry to believe she must've briefly thought of that as well.

They kept the book back on the Shelf and left the Library, calling the Roaming Stairs and heading back to their Common Rooms.

Harry walked up to the Great Hall the next day with a huge yawn and tired eyes. He rubbed his eyes in an effort to see better and he caught sight of Ginny, Ron, and Hermione sitting on their usual table. He barely noticed Ginny looking as sleep deprived as he was.

He went over to the table and sat down between Ron and Ginny, dropping his head on the Table. "What on earth happened to you?" He heard Hermione ask.

"Didn't sleep," he muttered.

"You too?" She asked.

"Yep," he replied, assuming she was talking about the fact that Ginny didn't sleep either.

"I don't understand it, what were you two doing up so late?" Ron asked.

"Looking for information on Dementors in the Library," Ginny replied, slightly slurring her words.

"You wouldn't find that information in the Library," Hermione said.

"We did," Ginny replied. "In the Restricted Section."

Harry looked up in time to see a piece of Toast fall out of Hermione's hands. Ron was grinning ear to ear and struggling not to laugh while Hermione looked at Ginny like she had killed her favorite puppy.

Harry quickly cast a Silencing Charm on Hermione to prevent the scream she was undoubtedly going to be letting out. Sure enough, she opened her mouth and started saying something, but no sound came out of it.

She turned to him with a glare and pointed her own Wand at her throat, probably trying to cast a Silent Spell.

"If I take it off, will you scream?" He asked Hermione.

She shook her head no, and he immediately took it off. "You snuck into the Restricted Section?" She hissed at them.

"Yep," they replied proudly, which only seemed to irk her more.

"You could have been caught," she said to them. Turning to Ginny, she said, "You would have cost us House Points."

He smiled in amusement, wondering if he would have been worried about such mundane things like House Points if he were a normal student. Ginny just shook her head and said, "Oh, we were safe. Trust me." She winked at him and he resisted the urge to laugh.

Hermione argued a bit more about Rules and how they were meant to be followed and enforced. Ginny had her head on the Table now, and he thought she was feeling guilty but then he heard Ginny snoring in her seat.

Ron burst out laughing as Hermione turned red from embarrassment. Harry chuckled to himself, and took a swig from his glass of Pumpkin Juice.

"You are a menace, Ginerva Weasley," Harry whispered to her after Ron and Hermione left for their classes. Well, it was more like Hermione dragging Ron to classes.

He heard her giggle and he wasn't able to stop one of his own from coming out. "I feel bad for it now," she admitted.

"You should," he teased her. "Poor Hermione, she'd never live down the embarrassment."

She gave him a light punch on the arm and started eating her breakfast. "We tease each other in the Common Room often enough," she said.

"You're friends with her?" He asked in surprise.

"Yep," she replied. "Though it's only academic. And only after… you know. Other than that we don't have an interest in half the things the other does."

Harry nodded in understanding and they quickly finished their breakfast, heading for the first class of the day, Transfiguration.

Entering the Transfiguration classroom, he was surprised to only see a Tabby cat sitting on the desk, no sign of any teacher present.

"Wha…?" Ginny asked, looking around the room, as though Professor McGonagall was hiding somewhere.

"I have no idea," he said, sitting down and squashing his wariness of cats.

She sat down on the desk next to him. Neville and Demelza entered a few minutes later. "Where's Professor McGonagall?" They asked together, glancing at each other and blushing.

"We don't know," Harry said, Ginny nodding beside him.

"Have you guys read the new Transfiguration book?" Demelza asked them.

Harry and Ginny nodded, while Neville said, "I skimmed through it."

"We're going to be learning about Animagi this year," she said excitedly.

They smiled at her enthusiasm, but couldn't truly blame her. Harry himself was determined to become one as soon as he possibly could, so was Ginny.

"Do you guys want to be Animagi?" Ginny asked. "I know Harry and I do."

Demelza nodded. "Definitely. It sounds really exciting."

Neville shook his head. "A lot can go wrong. Besides, you need the genetics for that. If you don't have them…"

Harry was about to ask what he meant about genetics, but he couldn't because the door opened and more students came in. He checked the time and saw that the class would start in another minute.

The last of the students entered, the door to the classroom closed, and the Tabby cat jumped off the desk, transforming into Professor McGonagall mid-jump.

The sounds of gasps filled the classroom, and McGonagall was looking a little smug at their reactions, though the expression was so fleeting, Harry thought he might have imagined it.

"Welcome to Year 3 of Transfiguration," Professor McGonagall said. "Today, we will be learning about Animagi. This will be a theoretical lesson, so you will not need your Wands. That being said, can anyone tell what an Animagus is?" Several hands went up, and Harry didn't hesitate to raise his.

"Mr. Potter," she called.

He stood up. "An Animagus is someone who can turn into an Animal without Transfiguring themselves into one," he said.

"5 Points to Slytherin, Mr. Potter," she said. "For the partially correct answer. An Animagus is someone who can turn into any one animal that best suits their personality."

"Being an Animagus has many uses," she continued. "It helps you be more in tune with yourself. It will be an asset for you if you choose Law Enforcement or Curse-Breaking as a career. It will also give you heightened senses, depending on what your form is. For example, as a cat or a dog, you will gain heightened senses of smell, taste, hearing, and vision."

"But not everyone can be an Animagus," she said. "You have to brew a very complicated Potion, and there are strict rules you have to adhere to after you prepare it. There is also a major genetic component to it. You need to have a specific set of genes for the Potion to work."

He saw Demelza frown and raise her hand. "Yes, Ms. Robbins?" Professor McGonagall called.

"Can a Muggleborn be an Animagus?" She asked.

"Of course," Professor McGonagall answered. "He or she will just need the genes to be present in them. The genes are found in Muggles as well, but they are next to useless in them because they do not have any Magic."

The rest of the class passed in pretty much the same way, the students asked questions and she answered them, and by the end she had them take notes, and asked them to prepare reasons why one should or shouldn't become an Animagus.

The class ended and they were let out. Harry and Ginny immediately ran to the Defence Against the Dark Arts Classroom.

Professor Lupin was already seated on his desk, scribbling something on a piece of paper. That surprised Harry because he had never seen a Wizard use Paper.

"Good morning, Professor," they said.

Professor Lupin's head shot up at the sound of their voices, but he relaxed when he saw it was only them. "Good morning," he said. "My, you are early. Let's see," he muttered, running his finger down a piece of parchment that Harry assumed was the attendance sheet.

"Potter and Weasley, correct?" He asked them, receiving nods.

"Were you two okay yesterday?" He inquired. "I was going to come and check up on you, but there was another urgent matter that I had to attend to."

"We were okay," Harry said, Ginny nodding in agreement.

"The chocolate helped," she said, receiving a small smile from the Professor.

"I'm glad," he said. "Take a seat please. I take it that the rest of the class is not far behind?"

"Probably not," Ginny said with a grin. "No one can stop talking about what you said to Malfoy last night."

Professor Lupin grimaced. "Not something I'd like to be remembered for, but if it gets the job done…" he trailed off, shrugging.

As it turned out, they didn't have to wait long, the students started piling into the classroom in no time, probably- as Ginny suggested- because of the confrontation between the Professor and Malfoy.

Professor Lupin took the names of every student, making an effort to memorize them all by face. Harry changed his opinions of the man, he seemed like a good teacher so far, and Harry found himself looking forward to them more and more.

"Good afternoon," Professor Lupin called. "My name is Remus Lupin and I will be your Defense Against the Dark Arts Professor for this year."

"Today's lesson," he continued. "Will be a Practical lesson, which will need a bigger classroom. So, books in the bag, Wands out, and follow me."

With that, he walked out of the classroom, leaving the students hurriedly repacking their bags and scrambling to catch up to him. Harry had a feeling that Professor Lupin enjoyed doing this.

He led them to the Grand Staircase and up to the Second Floor. Harry saw him accidentally turn his head to the right, where Harry knew a hidden shortcut was located, but the Professor shook his head and kept marching forward, using the usual way to get up to the Third Floor, where their classes were going to be held.

Unfortunately, they ran into Peeves who was unscrewing a chandelier.

"Go away!" He cried. "I'm busy."

"Peeves," Lupin said warningly.

Peeves took a good look at the Professor and something akin to recognition came onto his face. "Loony Lupin?" He asked in an awed tone. "Is that you?"

Professor Lupin heaved a sigh. Harry could understand the man's troubles, Peeves was bloody infuriating most of the time.

"Please leave," Lupin said.

"Or. What?" Peeves asked.

"Or. I will have to make you," Lupin said quietly, but Harry heard him anyway.

"Will you howl at me wolfie?" Peeves asked, cackling. Harry furrowed his brow in confusion, but Professor Lupin apparently had enough.

"Well, you asked for it," the Professor said, flicking his Wand and causing a wave of blue energy to erupt out of it, spreading to the walls of the corridor, and going down forward, dragging Peeves with it.

Everyone was gaping at Lupin and he seemed a little uncomfortable with the attention, so he opened the door and gestured them in. "Come on," he said. "I've already spent more time than necessary here."

The classroom was huge, there were large windows on the remaining three sides of the room, and the room was completely empty save for a wardrobe in the middle. Just as the thought passed through his head, the Wardrobe rattled a little.

That caused many students to jump in surprise, but Professor Lupin just chuckled. "Don't worry," he said. "There's only a Boggart in there."

Harry heard a lot of gasps from around the room and he was barely able to stop one of his own. Boggarts were shape-shifting creatures that took the shape of what they thought would terrify the person in front of them the most, and they were damn good at it, too, apparently. So good, that no one knew what they looked like.

"Who can tell me what a Boggart is?" Professor Lupin asked, watching as a few hesitant hands went up. "Miss Weasley," he called.

"A Boggart," she said. "Is a shape-shifter that takes the form of what it thinks can scare the one in front of it the most."

"Correct," Professor Lupin said, smiling. "Take 5 Points to Gryffindor," he added. "Now, as Miss Weasley said, the Boggart will take the shape of what scares the person the most, so of course, Wizards came up with a Spell to counter this."

"The incantation for the spell is Riddikulus," he said. "Put your Wands away and repeat after me. Riddikulus."

The class did as he asked, and the incantation was easy enough that not many people managed to muck it up.

"Very good," Professor Lupin said. "Now, the Wand Motion for the Spell is a simple Flick. I take it you all know how to do it?" He asked, receiving nods all around the room. "Good. As for what this Spell does… well, it's very simple, you just have to think of something, anything that you find amusing, and cast the Spell with the intent of Transforming the Boggart into that object. If your intent is enough, the Spell will work. But the true weakness of a Boggart, is laughter. Laughter finishes it off."

"Now, I shall be calling you forth one by one to face the Boggart," Lupin said after a moment. "If you do not wish to participate or if you want to face it alone later, after the class, move toward the left side of the room, the rest of you, stay where you are. Remember, you are free to switch sides anytime."

Harry stayed where he was, Ginny, Neville, Devon, and Jessica stayed with him, along with a few other students. Surprisingly, very few people went to the left side.

"Thank you," Lupin said. "Before I call you forward, I want to tell you that we have an advantage here, who can point it out to me?"

Harry furrowed his brow in confusion and he heard several murmurs and whispers, but he pushed them out of his mind for now. The only advantage against the Boggart he could see was that there were a lot more of them than there was of the Boggart.

He raised his hand, hoping his guess was somewhat accurate. "Yes, Mr. Potter?" Lupin called.

"Sir, is it that there are more of us here than the Boggart?" Harry asked.

"Exactly!" Lupin cried. "5 Points to Slytherin, Mr. Potter. Yes, there are a lot of us here, which will cause the Boggart a lot of confusion. I once saw a Boggart fold in on itself because it was facing off against 5 people."

The Wardrobe rattled again, and Lupin apparently decided it was time for them to go face it. "Remember, the Wand Motion is a Flick, and the incantation is Riddikulus."

"This class is Ridiculous," Harry barely heard Malfoy mutter. Crabby and Goyle chuckled like it was the funniest thing they'd ever heard. Then again, it might just be, they did hang around with Malfoy, after all.

"Something you would like to add to the class, Mr. Malfoy?" Lupin asked. Harry was shocked that he had even heard that, it would just not be possible for him to do so over such a large distance. "You know what? Why don't you go first? Since this class is so Ridiculous, you are sure to ace it, correct?"

Harry took great joy in the fact that Malfoy didn't look as confident as he did a few moments ago.

That, however, was not enough to stop him from strutting forward like he owned the place. "Go on, then," he said.

"Professor Lupin didn't say anything, he just flicked his Wand at the door of the Wardrobe, causing it to open.

Instead of something coming out of the Wardrobe like Harry was expecting, the whole Room changed into what looked like a Gringotts Vault.

Only, it was fully empty.

Like, there wasn't even a single knut in there.

He found that the fear of an empty Gringotts Vault was extremely weird, until he saw Malfoy's pale face looking at the wall to their left. The sigil of the Malfoy family was hung up on the wall, and with a mental grin, Harry realized that it wasn't just any empty Gringotts Vault that Draco feared, it was his own empty Vault that he feared.

He was on the verge of bursting out laughing at this absolutely insane fear, when Malfoy muttered, "Riddikulus."

But nothing happened.

"Put more Power into it," Lupin encouraged him. "You have to mean for it to Transform into something you find amusing. Something that makes you laugh."

"Riddikulus!" Malfoy said, this time more firmly.

The Empty Vault Room turned into the classroom again, and everyone, even Harry and Ginny, gave him a polite applause.

The class went on pretty much the same way, Professor Lupin called a student- generally going by Alphabetical Order- and the student faced the Boggart, getting some advice and encouragement from the Professor.

Neville's Boggart turned into a Devil's Snare, Parvati got a Giant Cobra, Seamus got a Banshee, Jessica and Devon's Boggart became a Pair of Glowing Yellow Orbs, that he belatedly realized were the eyes of a Basilisk, Dean had a well known fear of Zombies, so no one was surprised when a Zombie appeared in front of him. Crabbe feared Acromantulas, and Goyle feared… was that Harry? What the hell?

That question seemed to be on many people's minds before Goyle quickly made Boggart-Harry wear a pair of Roller Skates, slip, and fall on his back.

The whole class laughed, whether on Boggart-Harry or Goyle, Harry didn't know, but he was greatly disturbed by the fact that he was someone's Boggart. No matter how horrible the person may be… it just didn't sit right with him.

Soon, it was Ginny's turn. He had been dreading this from the moment it became clear to him what exactly it was that their Boggarts might turn into.

They'd seen a lot of things in their life, things that no one should have to at their age, and he was worried that the Students would ostracize her for whatever her greatest fear was.

Ginny's Boggart was Voldemort. Well, it wasn't really Voldemort, it was the wraith-like form of what they had assumed was Voldemort, back when he and Ginny had faced it in the Forbidden Forest.

Ginny, however, seemed to be expecting something like this, and she gave her Wand a steady Flick, causing the wraith to turn pink and expand like a Balloon, floating up to the ceiling.

Then, Harry was called. He was sure his Boggart would be worse than hers, there was no way it wasn't. What would it turn into? Uncle Vernon? Voldemort? A Basilisk? How would that even work? Would everyone in the Room die if they looked the Creature in the eye?

His thoughts were cut off and his questions went unanswered when the Balloon started deflating, lowering itself to the ground and changing.

But Harry never got to face whatever it was that it turned into. Professor Lupin ran in front of Harry, just as the Boggart turned into a Dementor.

He felt the cold feeling that usually came with a Dementor, but it was gone soon when the Boggart changed shape only a few moments after Professor Lupin came into view.

The Boggart now turned into a shining white orb with clouds around it. It looked a lot like the moon actually.

All that being said, Harry couldn't help but feel resentful for that action. There was no need to stop him from facing the Boggart.

"Riddikulus!" Lupin cried, causing the Orb to explode in a shower of green sparks. "That's enough for today, I think. Mr. Potter, please stay behind after class."

Everyone left the class soon, Ginny giving Harry's arm a discreet squeeze as she left. Professor Lupin promptly conjured two comfortable looking armchairs, seating himself in one of them, while indicating Harry to do the same on the other.

"I must apologize for not letting you face the Boggart," Professor Lupin said. "But, the thing is, I expected your Boggart to turn into Lord Voldemort. And in the event that you were not able to dispatch him… well, I hope you understand why that would not be good for the class?"

Harry nodded, a little abashed. He hadn't even accounted for the fact that seeing him again would make him freeze.

"I'm sorry, sir," Harry muttered. "I hadn't thought of that."

"No worries," Professor Lupin replied. "Let's just consider it bygones."

Harry smiled at the man. And the two of them sat in silence for a while before Professor Lupin broke it.

"You have your mothers eyes, you know," Professor Lupin said. "I expected you to be a lot like James, but… from what I've heard you're more like Lily."

"You knew my parents?" Harry asked in surprise.

Professor Lupin nodded and swallowed heavily. "Oh, I knew them alright. We were all the closest of friends."

Harry gaped at the man in front of him for a long moment. "Why didn't you come visit before!?" He asked incredulously, belatedly remembering that he was speaking to a Professor.

"That would be because I was in a coma for two years to allow my body to heal," Professor Lupin replied. "I woke up a little over a year after that Halloween. I wasn't there when you were born, nor was I there when James and Lily died and Sirius went missing."

Professor Lupin took a deep breath and continued. "I wasn't in the best of places these last few years, Harry," he said. "I had nothing to do so I only drowned my sorrows in Alcohol. But then two years ago Albus found me and offered me a position at Hogwarts if I could get myself together and… well, here I am," he finished with a humorless chuckle.

"So… what?" Harry asked. "You're here just to get to know me?"

"Not entirely," he said. "That is a big part of why I am here, yes. But I also need something to do in my life, a purpose of you will, and being a Professor is something I've wanted to do for a while."

Harry nodded slowly in understanding, his mind still reeling from all that he had learned. But there were still some things that he didn't have the answers to.

"Who is Sirius Black exactly?" Harry asked, causing Professor Lupin to look up in surprise. "I've read about him in books, and supposedly he's a legend, but my Dad mentioned him like he was a friend, like he was meant to raise me…" he trailed off when Lupin made a small choking sound, turning away from him and taking a deep breath.

"Sorry," he said. "And, yes. To answer your question, Sirius Balck would have been your Godfather had he survived the war."

"Why not you?" Harry interrupted him.

"Well, I lost the bet," Remus said. "So I would either become your Godmother, or the Godfather to James and Lily's second child. I think they were planning to do the latter, though."

"Oh," Harry said.

"Right, so, Sirius Black," Professor Lupin said. "He was your Father's best friend. In fact, I would say it was hard to say they were not Brothers. I don't know what happened near the end of the war, Dumbledore didn't mention much to me, just that James and Lily had to go into hiding for some reason."

Harry frowned. "Hiding?" He asked.

Lupin nodded. "Yes," he said. "Though I don't know why, exactly," he turned to the clock on the wall, Harry followed his gaze and saw that Lunch Time would end in fifteen minutes.

"Bugger," Lupin said, his eyes widened upon realizing what he said. "Shit. Sorry," he finished with a wince, causing Harry to chuckle.

"You should go," Lupin said. "You might make it to Lunch."

Harry nodded and got up. When he reached the door, Professor Lupin's voice stopped him. "Harry?" He called.

"Yes, sir?" Harry asked.

"I don't know how much your relatives have told you about James and Lily," he began. "But if you wanted to, I have quite a few stories that I can share with you. We could meet every Saturday for tea, perhaps?"

Harry grinned at him, and nodded excitedly. "Yeah, I'd like to talk," he said.

"Thank you," Professor Lupin replied with a smile. "Now go on, I have taken up much of your time," Harry nodded, thanked him, and bid him goodbye, running down to the Great Hall.

Suddenly, Third Year wasn't looking so depressing anymore.

A/N 2: Thanks for reading! Please leave a review, Negative or Positive, doesn't matter.

See you next Chapter.

Byee!!!