A day later than I intended, but here it is anyway.

Gives a big, big kiss to Miffi and N Snape for reviewing the previous chapter. MWAH!

And once more with many thanks to Chris for betaing!

Previous chapter: Snape thinks Lupin's declaration of love is a joke intended to mock his looks, and seeks comfort in a complicated potions book.

This chapter is rated R for language.

At three o'clock in the morning, Severus Snape damned a certain werewolf to hell. For the twenty-third time, to be exact. Well, the twenty-third time since he'd lain down on his bed, anyway. He couldn't get to sleep. And it was all Lupin's fault. He hadn't thought about him once since he'd picked up the potion book - until his head hit the pillow. About two minutes after sliding into bed, his mind started nagging at him.

Why, if it was all a joke, had Lupin appeared so. surprised when he'd realised Snape knew he was gazing at him? He had looked as if he'd been caught in the act of doing the forbidden. Which really didn't make much sense if he wanted Snape to believe he had a crush on him. Unless, of course, he'd anticipated the Potions master's reasoning, and had put up a splendid act. For splendid it was, then; Snape had never in his life met anyone who could blush on purpose.

But, the professor reminded himself, it was simply impossible for Lupin to feel attracted to him. He felt sure the werewolf hated him, but besides that, it wasn't as if Snape was attractive in any way. He was flooded with one of his less pleasant memories, and sharply bit the inside of his lower lip to keep all emotion at bay, despite the fact that he was alone in the dark.

This memory was really nothing compared to his Death Eater past. Which usually was enough to suppress it. Damn Lupin for deriding his looks, of all things. He decided that mocking someone's looks really wasn't equitable - after all, he couldn't help the way he was born. Perhaps the werewolf simply hadn't espied anything else to laugh at. Yes, that must have been it. Gah. Who was he kidding? He could have laughed at a billion things - and Snape wouldn't have cared less.

But now, he remembered all too well the hurt he'd felt all those years ago, at the end of his sixth year - and even then, he'd tried to ignore it, pretend it didn't matter one bit. Mary Roswell had been in his year - also a Slytherin. The deal he'd made with her had been completely straightforward - no beating about the bush, no pretending. He helped her with her Potions and Charms - her marks were so abominable she would have had to repeat the year without his assistance - and she introduced him to the wonders of carnal pleasure. Well, the wonders of sharing it with someone else, anyway.

He'd been rather curious about it, and found the arrangement satisfying. He was no longer the only inexperienced Slytherin of his year. He did not like that the others kept jeering at him about it - it marred his pride. So in spite of his wondering what the fuss was all about, he was rather content with the fact that they had shagged twice. At least, he had been until he'd caught her with Merton Delware, a seventh year Slytherin. Who was rather good at Transfiguration, he'd remembered later.

It wasn't that he thought she was cheating on him; he honestly didn't care about that, as he was not in love with her - the very thought of *that* was ridiculous. It was her reaction, while. being with Delware, that had shocked him. She'd been quite responsive, making sounds that echoed all around the top room of the Astronomy Tower. *Moaning.* In fact, she was so caught up in what she was doing - or what Delware was doing to her - she hadn't even noticed Snape come in. When she'd been with *him*, she'd been utterly quiet and remarkably unresponsive.

It hadn't bothered him, then. Actually, he preferred her quiet. This groaning business was quite disgusting. What did bother him, though, was that she seemed to take so much more pleasure in shagging this idiot, who really wasn't very attractive, either - he didn't notice back then he thought about the other boy in such terms - and couldn't possibly be much more experienced than Snape was. Was he *that* bad, then?

He'd concluded he must be, and that had indeed hurt his pride. So he determined that looks didn't matter to him. Truth be told, they *hadn't* before. The exceedingly proud Slytherin simply couldn't stand not being best at something - or at the very least, being left behind. Or being laughed at - even if it was for as shallow a reason as his looks. And he knew they were right about it - he wasn't handsome. So he'd put himself above that - after all, physical needs were of the most basal kind, and Snape would no longer lower himself to needing someone else to fulfil them. He would not be governed by something as fickle as his body.

As for Mary, the last time he'd spoken with her was when he'd handed her an absolutely inferior essay on Potions, pretending it was nothing short of brilliant. She hadn't asked for his help after that - after all, she could manage failing her essays quite well on her own. She'd only just passed Potions that year. Damn the Potions teacher for not wanting her in his class a year longer than necessary. Of course, he applied the same theory on Longbottom himself now, so he couldn't really blame his old teacher anymore.

It was during seventh year that he discovered he preferred men. It had momentarily awakened his curiosity - would it be more pleasurable with a man than it had been with Mary? But the question had been cast aside almost as soon as it had surfaced. He didn't care. He'd actually managed to convince himself he didn't, and he still held that belief. Or tried to. More conclusive over the years, however, was the fact he found most people bothersome, anyway. It just wasn't worth it. No, he was quite happy going through life on his own.

And he absolutely resented the fact that, sometimes late at night, he wondered what it was like, fucking someone you were attracted to. Of course, it was a purely academic question. It had to be, he admitted to himself on rare occasions, since it wasn't likely anyone would ever be attracted to him.

Of course, it was just his luck that the one time someone might be attracted to him, it was a damned *werewolf*. Well, it did make sense, in a way. As an inferior being, Lupin might well look up to Snape. He reflected on that, analysing the werewolf's behaviour of the past weeks. Again. It made him none the wiser. The truth was that Snape simply couldn't anticipate how Lupin thought. Not trusting him in the least, he heard double entendres in everything the werewolf said. Or just plain lies.

Could it be, he mused now - and attributed it to his lack of sleep - that Lupin really had a crush on him? Obviously, his evil mind supplied, that would offer whole new possibilities for blackmail or simple pestering. He grinned. (Grinning was an emotion he allowed himself to express, and most certainly in the dead of night.) His common sense was already casting about some ideas for humiliating the werewolf. His grin grew wider.

After a while, his mind returned to Earth. The chances that Lupin's feelings *were* genuine were rather slim. Surely there must be other people out there who would like the werewolf - people who were handsomer than Snape. He tried to imagine for a moment that he didn't know Lupin was a werewolf - and better still, that he didn't know Lupin was a Gryffindor and one of James Potter's best friends. He'd never viewed Lupin in such a detached manner, and found it quite difficult to accomplish. Rather impossible, actually, but at least he managed to diminish his feelings of resentment for a moment.

He tried to focus on the physical aspects of Lupin. Well. He really wasn't much of a catch, was he? No, definitely not. Though, come to think of it, there was *something* about that too-thin, tired face. Something rather fragile. Snape's stomach revolted. Where had that come from? *Fragile??* Lupin was all *but* fragile. And Snape certainly held no appreciation whatsoever for fragility. Definitely not. His insides gave another repulsed jolt. Then again, come to think of another thing, Lupin's built was stronger than Snape's - his worn robes could barely hide that. Momentarily abandoning his objective assessment, the thought much displeased Snape. He reminded himself he did have a few inches on the wretched creature. His anger somewhat appeased, he breathed again, and returned to his observations.

What were his eyes like? He tried to remember. The closest he came to a conclusion, was that they were hazel. Or some such. Well, definitely some shade of brown. Or was it green? He thought not. Snape always paid much attention to other people's facial expressions - which had come in useful on more than one occasion - but somehow never really took in their features. Especially if he didn't like the person in question in the first place.

He smirked. Lupin *was* turning prematurely grey. Tsk tsk. His own hair was still a mass of pure black, he mused not without pride and satisfaction. Not that it was attractive, but he wouldn't fail to note anything that put him above Lupin. And he would be damned before admitting the greying actually suited the DADA teacher. Or even consciously noticing it, for that matter. And although the blasted werewolf *was* rather well-built - broad- shouldered and all that - he also looked as though the closest he had got to a meal for the past years were some insects he dug out of the ground during his transformations. (Well, come to think of it, Snape really had never looked very closely at what exactly Lupin was eating at meals.) It wasn't just that his robes were tattered - *he* looked tattered as well.

That was a rather satisfying thought. Which got driven clear away by the knowledge that despite all that, Lupin was still a good deal more attractive than Snape was. There was no denying that. It was most infuriating. He told himself he was absolutely not jealous of the werewolf's looks. He didn't want to look so. so. worn out. Used up was the word he was looking for. He was quite happy with the fact that people cowered at his mere approach. And he really was. He didn't want to resemble Lupin - he was just disgusted by the fact that Lupin bested him at something.

And disgusted by the fact that the werewolf had him *thinking* about all this. What was he *doing*? He should be trying to sleep! Damn Lupin and his despicable sense of humour for keeping him awake! (*Twenty-fifth damnation*, some inner voice drawled. Or was it twenty-ninth? Well, anyway, the werewolf was sure to end up in hell by now. Not that the damned Dark Creature needed his cursing to ensure just that.)

He turned onto his side and decidedly went to sleep.