Disclaimer: This story is based on characters and situations created and owned by JK Rowling, various publishers including but not limited to Bloomsbury Books, Scholastic Books and Raincoast Books, and Warner Bros., Inc. No money is being made and no copyright or trademark infringement is intended.

Chapter 2

"Buried deep as you can dig inside yourself,

and hidden in the public eye.

Such a stellar monument to loneliness.

Laced with brilliant smiles and shining eyes

and perfect makeup but you're barely scraping by." -Dashboard Confessional

**You must be kidding! What the hell is wrong with me lately?!**

Remus was on his way to the faculty meeting on the first floor when he swore he could again hear noises echoing from a classroom up ahead. Initially, he thought it another trick of his haunted imagination. He blinked hard and rubbed his ears, trying desperately to squelch the sounds, but they would not abate. This was no daydream. The noise was real.

**Oh no.not again. Keep walking, Remus. Don't look. Don't even think. Just keep moving.**

He sped past the room at a near jog, but was stilled by a clearer impression of what he was hearing. It wasn't sex. No, the noises were more innocuous - soft, muffled whimpers and hiccups, the occasional sniffle. He reversed his steps and peered quietly through the door way.

Hermione was perched at the edge of an unused professor's desk, her face buried in her hands. Her body quaked and quivered as little cries eluded her efforts to remain silent.

Remus cleared his throat and tapped lightly on the door, "Hermione?"

She hastily hopped down from the desk, swiping the tears away from her eyes and cheeks and straightening out her skirt. She managed a weak smile as Remus entered.

"Hello, Professor Lupin," she said, poorly feigning a casual tone. "How are you?"

"Better than you, apparently," he smiled sympathetically, a note of concern and interest in his eyes.

"I'm just fine, Professor Lupin," Hermione lied, wide-eyed and seemingly unaware of any indication to the contrary. "Nothing wrong that I know of."

His gaze sought her mercilessly, "You look awfully distraught over nothing."

Hermione suddenly felt quite naked. She could fool neither herself nor him. And yet, while she trusted Lupin, she hesitated to reveal the cause of her sorrow.

"It's really very silly. Juvenile. I'm sure you wouldn't want to waste your time listening to a heap of schoolgirl rubbish," she said nervously.

"Why don't you let me judge for myself, Hermione?"

He pushed the door against its frame, though not fully closed. His only intention was to help a student clearly in distress, yet he still felt uneasy about the idea of being shut alone in a room with her.

Hermione stood thoughtful and uncertain for many moments, her eyes searching his for reassurance and encouragement.

"Um.well.H-Harry - he-he broke up with me," she said, her voice breaking. "He says he doesn't love me anymore."

She screwed up her face and began to sob violently, running to Remus and burying her head in his robes. He felt rather uncomfortable - having her so close. The top of her head shook softly against his chin. Her long hair tumbled down her back, a tremoring waterfall of curls. It smelled of peaches and honey.

**Intoxicating.

No! Not now. She needs you!

As a source of guidance, not.well.**

He held her carefully, patting her back in a comforting fashion.

"I'm very sorry, Hermione," he said, void of the covetous envy he'd felt only hours before. "These things are never easy."

"I just don't understand," she cried into his chest. "No matter how I look at it, it doesn't make sense. I thought we were so in love."

"I'm afraid, Hermione," Remus said slowly, not without a hint of his own past heartbreaks, "that love is a thing to which logic rarely applies. None of us has yet mastered it."

"But just the other day, he told me he loved me and I know - I just know - he meant it."

"I wish I could explain it to you, Hermione. Everyone has their own reasons for doing the things they do. It just might not make sense to us because we can't see what's inside another person's head or heart."

"I thought I was."

Remus took her by the shoulders and held her back at a distance. He looked in her eyes intently.

"Hermione, if he's worth it, you will be. Trust me on this."

Hermione rubbed her eyes and sniffled. Her tears were tapering off.

"I must look a sight," she said, self-consciously.

**One the contrary, Miss Granger. Even with your puffy eyes and tear streaked face, you're still radiant. Perhaps Potter's got a screw loose.

Not that I have any right to think it.**

"You've got nothing to worry about, Hermione. No one in this room is concerned about your appearance right now."

**Liar.**

"I'm sorry to get so slo-"

Remus and Hermione turned swiftly toward the door, which had not only completely closed, but seemed to be locking itself, as well. Remus shot over and tugged on the handle. The door didn't budge. He pulled out his wand and performed several spells, each failing to undo the outside bolt. Completely confounded, Remus stared thoughtfully at the door, stroking his chin and speaking softly to himself.

"What is it, Professor Lupin?" Hermione inquired anxiously.

He cast a wary glance over his shoulder and then turned to face her, an ominous quality to his expression.

"The door won't open. I've tried every spell and charm I know and nothing's working. If my hunch is correct, ours isn't the only room to be sealed up."

"You-you don't think it's."

Remus slowly nodded his head, dread clouding his eyes.

"There have been signs - small, subtle signs - that he's preparing for another attack."

Hermione's stomach grew leaden. She felt so filled with dread, she feared she would vomit. If Voldemort was performing his dark magic on Hogwarts, he might attack all of them. He might go after - "HARRY!!!!"

She leapt to the door and frantically began to wrench the handle and kick at the door with all her might. Remus wrapped his arms around her waist and yanked her away with difficulty, her arms and legs flailing wildly.

"Hermione! You MUST calm down! Unless you want to knock yourself out, you won't accomplish anything by wrestling with that door."

Her tears had begun anew and she was hyperventilating. "They're - Harry - get Harry - kill him - they kill - Harry!"

"Hermione, you've got to get a hold of yourself. Breathe.Breathe slowly. C'mon.there.much better."

She continued to weep quietly. Remus took her hand and squeezed it, speaking in a steady, measured voice. "We don't know what's going on right now, We don't even know if this is Voldemort's doing - that's only my suspicion -"

"But Professor Lupin, you've never been wrong about these things before," Hermione asserted, her voice quavering.

"I appreciate your confidence in me," he said, amused by her faith. "But I've been wrong many, many times in the past. And this could, indeed, be one of those times. I am only human you know."

Hermione looked at him pointedly.

"All right...well, I'm only human most of the time."

They laughed nervously.

"What I'm saying, Hermione, is that whatever is taking place out there, we're helpless to change it. We've got to sit tight, try not to panic, and hope someone can get through to us, preferably before this doddering old professor bores you to death."

Hermione smiled, looking at him as if he were mad. "Please. You're not boring at all. In fact, I daresay you're my favorite professor. None of the others are nearly as interesting as you. And you're certainly not old!"

"I'm quite flattered, Hermione," Remus said, beginning to feel warm in a dangerous manner. He swallowed hard and again fought to avoid her eyes. "Truth be told, you're my brightest student. I always look forward to having you in class."

He cleared his throat uncomfortably.

**And would you like to know where else I look forward to having you, Miss Granger?

HUSH!**

* * * *

Hours later, it was growing dim outside. No one had yet arrived to Remus and Hermione's rescue. In fact, there were no signs of life at all outside the classroom - no footfalls or chatter ringing through the corridor, no shadows stretching across the floor. Remus had tried again - unsuccessfully - to magic their way out. His idea to shoot a signal from under the door failed as well. The sparks fizzled before they even left his wand, as if some kind of invisible barrier shielded the frame. Such strange goings-on struck Remus as worrisome and he wondered what - if anything - would happen next.

Remus sat on the desk, depositing his robes on a chair as he hopped up beside Hermione. Their physical proximity left him feeling a bit edgy, but he knew Hermione was scared and uncertain and needed some friendly support. After a bit of awkward small talk, Hermione went into an animated spiel about the day's lesson. Remus couldn't help but smile at her enthusiasm. She was really quite engaging.

Of course, he knew that.

".that's what's so fascinating about the spell - it can be used for good or bad, depending on, you know, the inflection of your voice, the time of day, even the person performing it. You really don't see that kind of duality in modern spells. And the fluidity makes it."

**Brilliant. She's absolutely brilliant.

And beautiful.

The spark in her eyes when her mind is fired up - she's so full of curiosity and hunger, it nearly radiates through her pores.

Does she have any idea?**

Remus gladly engaged her in conversation, as he had so many times before in the relatively public confines of his classroom. So sharp. A professor's (wet?) dream. He could almost forget that she was so young. So much younger, that is, than him.

Hermione seemed to be feeling placated. If she wasn't, she was hiding it as cleverly as Remus had been hiding his mid-lecture erections. Suddenly, she just wanted to talk. In fact, she was avid. If she felt one topic dying, she'd jump to another. The better to keep those fears quietly at bay. The stories about the Marauders and the Potters and young Snape were her favorites. Remus had hardly finished relating one story to her before she was begging him for another. He indulged her happily. Those were perhaps his fondest memories. That was the last time he'd really felt part of something. Ever since then - as before - he remained on the outside sadly looking in as the rest of the world actually lived life. So he always enjoyed revisiting those days. And the stories made Hermione smile. And laugh - brilliantly and beautifully. Though he refused to consciously admit it to himself, he knew he might do just about anything to see her face light up and regard him admiringly.

Hermione, of course, shared her own stories about her and Harry and Ron and their rivalry with the vile Draco Malfoy.

"If you'll allow me to be perfectly honest with you, Hermione," Remus said amiably, a devilish grin crossing his face, "none of the professors can stand him - think he's a smug, insufferable little git. Except Severus. Though he's always been a smug, insufferable git himself."

He looked over at Hermione, who choked back laughter. She turned to him in amusement.

"Professor Lupin! I'm disappointed in you! You forgot liar - Draco's a liar and a phony and a bastard. An absolute bastard."

"You'll please forgive me, Hermione," Remus chuckled. "We professors don't have the pleasure of his company as often as you students do - not if we can help it, at least."

They laughed wickedly. Remus caught Hermione's eye and winked playfully. She blushed bright pink and turned away, laughing quietly into her lap.

"Could I tell you something, Professor Lupin?" she asked, sheepishly.

"Certainly, Hermione"

She bit her lip and laughed to herself, pausing to weigh her words.

"I us-No, it's silly. Never mind."

Remus grinned, his eyes shining lightheartedly. "You have my solemn word that I won't laugh."

Slyly, she looked at him and smiled.

**What was that? In her eyes. That glint. The slightest hint of flirtatiousness?

No, of course no. Don't be silly, Remus.

And, besides, what difference should it make if it was?**

"When you taught here the last time - when I was a third year.I.I h- had a simply desperate crush on you."

Her eyes were aflutter as her cheeks burned crimson.

Remus burned, too.

"See?" Hermione said, interpreting his silence as a defense against laughter. "I told you it was silly. I never told a soul, not even Harry and Ron. ESPECIALLY not Harry and Ron. I'd been infatuated with Professor Lockhart - you know, Gilderoy Lockhart - the year before and Harry and Ron teased me mercilessly. It never would have ended had they found out I had a thing for you. They'd think I had some fetish for DADA professors - or a father complex."

**Father?! Ouch.**

Hermione continued with hardly a breath, "not that I think of you as a father. No - definitely not a father. More like a.a cool older brother. You know? Like Ron's brother Bill: he's really laid-back and friendly and treats us as an odd sort of contemporary. But it's clear he's been places, seen things, really experienced life."

**Experience.

Yes, I've plenty of that and I'd be more than happy to share some of it with you.

Ugh.**

"If you didn't have the best marks in class, Hermione," he teased. "I'd suspect you were trying to curry favor with me."

She stared at him seriously. "Of course not, Professor Lupin! I'm really quite sincere."

Their eyes met again and he held her gaze far longer than he should have.

**Turn away, Remus - unless you want to do something so morally and ethically wrong that you'll doubtless regret it later.

You're taking too long to answer.**

"Well, you are aware that I'm the contemporary of the parents of one of your contemporaries," he reminded her, diverting his eyes to **.that tempting swell of breasts rising from the unbuttoned collar of her oxford.**

"You don't seem like it, though," Hermione said. Her voice drew Remus' eyes away from her chest. "You look very young. - a-and handsome.at least I think so."

**Don't tempt me, girl!**

"You're far too generous, Hermione."

He paused, too many reckless thoughts tempting his mouth.

**Don't say something you're going to be sorry about later.

Just keep your mouth shut and smile.

No trouble.**

"Were you just a few years older, Hermione, and not my student, I think I might be quite smitten with you, as well."

**Or if you smile at me or walk into the classroom or shag your boyfriend or even breathe.

Dammit!!!!**

Hermione giggled and obscured her face behind a veil of golden-brown tresses. Neither knew what to say to the other. Silence fell all about them and landed with resounding discomfort.

Hermione's mind was racing, as was her heart. It suddenly seemed impossible for her to maintain a coherent thought. Her adrenaline was pumping so quickly she felt woozy.

**Did Professor Lupin just.kind of.well.hit on me?! **

She suddenly realized how near he was to her. The warmth from his body was palpable and distracting. She was tempted to surrender to it, but stopped and reminded herself to breathe. Of course she was most fond of Lupin. He was a terrific teacher, a kind person, even a trusted confidante. And, sure, she was keenly aware of his more aesthetically pleasing masculine qualities - the long, strong lines of his torso, his rugged, scarred hands, that tousled graying brown hair. They'd passed through her daydreams occasionally, even with Harry available to keep her mind and body occupied. Who could avoid it when she spent two hours each day watching him masterfully inspire attentiveness and interest in a group of generally unruly teenagers? If there was any such thing as intellectual seduction, Hermione reasoned, Lupin must be the master. But never once did she even begin to imagine she'd find herself in this particular situation - trapped alone with him, weighing whether the life-or-death potential of the moment was enough to abandon reason and acknowledge their latent mutual attraction or simply another bizarre occurrence in an all ready extraordinary world.

Without warning, Remus felt something soft and beguilingly gentle move up his calves. He looked down and saw Hermione's foot pull away hurriedly.

The feeling returned. The warm, tingling feeling of the blood speeding downward from his brain - which was exactly where he needed it right now. The warning lights began blinking red behind his eyes.

"Hermione, I don't mean to make you feel foolish, but I don't think that kind of behavior is appropriate. I'm you're professor. You're my student. We're expected to uphold certain standards of conduct. I'm surprised I even have to tell you that."

Hermione nodded somberly, her hair once again serving as a barrier between them.

"I'm sorry Professor Lupin," she said quietly. "Maybe I'm just looking for some comfort and reassurance after, you know, everything with Harry and - well, this strange situation."

"That's likely-"

"-or maybe you don't talk to me like I'm a child. You don't condescend to me and you don't treat me as if I'm some kind of bossy know-it-all. You feel.kindred. Do you know what I mean?" She turned to him as if having just made the connection herself.

**Girl, you're holding a bomb. You'd best put it down before it explodes on you.

Eh.

Poor choice of words.**

"Yes, Hermione, I believe I know exactly what you mean."

Another uneasy silence stretched between them. Remus felt dangerous. His emotions and his hormones were skimming far too close to the surface and it was becoming ever more difficult to hold them at bay.

"You do impress me, Hermione. I watch you in class sometimes and I don't know whether I should be teaching you or you should be teaching me," he said, laughing quietly. He paused briefly and then regarded her solemnly. "You have a very bright future in front of you. I know it isn't always easy at your age, especially for someone like you. People assume you're a child because of your age. But anyone who takes the time to get to know you, Hermione, knows you clearly have the mind and *ahem* body of a woman."

**Suicide mission! Man the hormones!**

Hermione turned to him, a strange mix of shock, confusion, and relief painting her features. "N-no, it isn't easy. Not at all. I feel so.freakish sometimes. Almost everyone looks at me like I'm of another species."

Remus flashed a sharply wry expression. "I believe I have some experience in that area."

Hermione chuckled. "I suppose you do, don't you?"

Gradually, her lips curled flirtatiously as she looked over at him, "Do you really think I have a womanly body? I-I didn't know you had been looking."

**If only you knew.**

Remus coughed as if choking on his very words. "That was a mistake, Hermione. I shouldn't have said that - well, I mean, that's not what I meant to say."

"But you did," she said, raising her arm and twining her fingers through his thick, shaggy hair.

**Those lovely, delicate fingers.

MELTDOWN APPROACHING!!!

Yes, he thought dreamily, it does feel like melting.**

The sensation was far too pleasurable, far too inviting. The burning in his groin intensified. He stiffened at her touch.

**ABORT IMMEDIATELY!!!**

"Please, Hermione," her admonished her calmly, though not without a great deal of internal effort. "It's entirely unethical for professors to indulge this kind of behavior in students. You must stop or I'm going to be forced to take some kind of recourse against you when we get out of here."

**If we get out of here.**

Hermione pulled her hands into her lap, clasping them tightly. She was, however, still smiling. The subtleties of their exchange had not been lost on her. She noted the tone of tension and defensiveness in his voice, the hesitation in his actions. It was clear he knew what he wanted, but was afraid to take it.

Remus fidgeted as he sat, trying to adjust his slacks so that his erection was as obscured as possible.

**Please don't let her have caught a glimpse of it.

There'll be nothing left of me if she has.**

Silence struck again.

Hermione bit her lip and jiggled her leg nervously. Remus looked around the room, his attention rapt on avoiding the warmth that radiated from her body, the sweet, fresh scent of her hair.

Then a tickle.

No, not a tickle. More of a caress. A very soft touch.

On his thigh.

**CODE RED!!!! Stranger on premises!!! Too near reactive core!!!!**

Remus' walls began to crumble swiftly.

**So she wants a game.

Okay. We'll play!

MELTDOWN COMMENCING!!!**

Remus grasped the wrist near his lap, giving Hermione quite a startle. In one swift, seamless movement, he had leapt from the table, grasped her other wrist, and pushed himself between her legs. He held her wrists far behind her, forcing her to lean backward. Remus bent over her, his hip grinding against her crotch, his face so close to hers he could smell her honeyed lip gloss. Hermione hadn't expected a reaction quite this intense. Her smugness about his emotions transmuted into alarm and confusion. Her head was racing.