***SERIES DISCLAIMER: Nothing's mine but the words, kiddies, and even those aren't that great.  Enjoy.

        "Today we start studies on non-human shape-shifting.  We will begin with a creature with the ability to change itself into the worst possible thing.  Has anyone any idea of this creature or what it becomes?"  The middle-aged witch blinked quietly, leaving the question to saturate the air within the classroom.  A slender hand raised in the back of the room, and the witch smiled lightly, "Why, yes, Remus?"

        He sat up a bit, not quite so slouched as he had been, and cleared his throat, "A boggart, Professor; they become the very thing one fears most."  The grin reached the professor's eyes, and her light wavy hair bounced as she nodded.  Remus shifted nervously in his seat, "Professor, I was wondering…?"  He looked up, hazel-gray eyes uncertain in their emotion.  "Is there any way I can sit out this lesson?  I know the charm to pacify boggarts, and I would really much rather avoid them if at all possible."

        The professor frowned and morosely shook her head, "I'm sorry, Remus, but Professor Dumbledore requires all third years to pass a practical lesson involving a boggart."  She looked past his distraught expression and replied, "If you would like to get it over with, you may demonstrate the charm first and get the drill over with."  At this, Remus sighed and reached for his wand, striding toward the front of the room.

        Opening a small chest, the professor released a large silvery sphere into the air, and Remus flinched.  Taking a deep breath as it neared him, the boy waved his wand and forced a stiff "Ridikulous".  The orb glittered gold, then ceased to glow, falling to the floor and shattering into sparkling dust.

        "Very good, Remus," the professor nodded approvingly.  "Thank you for giving us a fine example to work from."  Remus trudged back to his seat between a short, skinny black-haired boy and a broad-shouldered youth sucking on his quill, and he took the stool with a sigh.  "I really hate boggarts."  He shivered and slumped his face into his elbow; the boys flanking him exchanged worried glances.

        "Hey," the short boy mumbled from the corner of his mouth, his eyes still on the professor.  "What's up?"  Remus growled and settled deeper into his elbow, ignoring his friend.  The short boy mentally entrenched himself, determined to gain a response.  "C'mon, Lupin, tell us what's wrong."

        Remus Lupin finally conceded, muttering darkly into the table.  "I just don't like working boggarts in front of people; you're hatching your greatest insecurity and cringing before it while everyone stands by to watch."  The short boy raised a pair of impressed eyebrows to the boy on the other side of the cynic.

        "Well, Remus always was the eloquent one, eh, Sirius?"  Sirius grinned at his black-haired counterpart's quip and nodded in his direction.  The boy patted Remus' shoulder and shook his head, "Remus, it's not a big deal; besides, it's over, and you've already gone."

        Finally Remus raised his head and turned a skeptical half-sneer on the short boy, "James Potter, you mean to say you can't see why I despise boggarts so?"

        James shook his head uncertainly, and Sirius stared at the slight, cinnamon-haired youth in sheer disbelief.  Remus had raised his eyebrows and uncovered a good-natured smirk, "I'm sorry I went off like that."

        "Well, Mr. Lupin, that's nice to hear; now if you'll please tell the class why boggarts are especially dangerous to Animagi?"

        Remus straightened as the professor needled him for talking during class, "Well, ma'am, many Animagi have a tendency…."  He prattled along for a short while, grinning superiorly the entire time.  When he finished, the boy leaned back and blinked.  The professor returned the lesson.

        "James," Remus mumbled, worriedly cracking his knuckles.  "Do you have any clue at all what you're doing?"

        The skinny black-haired boy didn't look up, intent on the flask bubbling in his hand.  His voice was hoarse when he replied, as though he hadn't really thought of speaking any time soon.  "I s'pose you want an honest answer."

        "Thinking of it now, I doubt I do."

        "Frankly, Remus, I'm very glad to hear that," the boy squinted at the curled-up dead spider lying upside on the wooden table.  "Bad news: I doubt this potion will help any."

        A frustrated sigh collectively escaped the group of four fifteen year-old boys.  The first to speak was the round boy, "But we've only got four days till the full moon."  Remus shuddered, and James sent a furious scowl at the now-embarrassed round boy, "Peter, we'll figure this out if it gets us expelled."

        "James Potter, aren't you one to talk?"  A voice came from behind the high-backed chair facing away from them, tinted with amusement.  "You'd get us all expelled with or without this new obsession of yours."  Sirius leaned back in the chair, holding himself up against gravity with a wave of his wand.  The grin on his lips paralleled that on James' face, and the pair looked like brothers.  "Of course, we'll be expelled by your ideas, but my plans won't help the case much."

        James stifled the grin, "Come off it, Sirius; this is serious."

        "So it is; he was just talking, wasn't he?" the thin boy sighed and slumped into a nearby chair, his chin in his hand.  He rubbed a tired eye and groaned, "Honestly we've worked so hard; if it hasn't come by now, it won't at all."  He frowned outwardly, but the other boys could see the tears welling in his eyes.

        "Well, Remus, it will come.  We can't give up now, we've come so far," Sirius hurriedly followed the pessimism with a hopeful outburst.  "We've only got to be logical, like McGonagall says.  That's the key to Transfiguration, eh?"  He blinked, a slow smile slipping over his face, and Remus forced a light smirk.  Hopping nimbly from the chair and leaving it on edge, Sirius took to his feet and heaved a deep sigh with wand in hand.  "We'll give it a whirl?  I think we'd better start back at the beginning."

        "It's past five-thirty," Peter whined, staring at the face of his watch.  He held it near his ear and shook, afraid it may have broken.  Hearing James clamber to stand next to his best friend, Peter forced a growl, knowing that Remus would soon follow the pair.

        Sure enough, he did, crossing wands with the other two already determined to make a thorough shot at the goal.  "Peter, you in?"  Grudgingly he stood and added his wand to the pile.  Sirius closed his eyes.  "Now remember what we'll be.

        "Zooaccurio animagi."  He peeked through his squint, then recomposed himself in a cinch.  Drawing his wand from the clump and holding it before his chest, he breathed aloud, "Proteum canus."

        James pulled his hand away as well and followed Sirius' lead, "Proteum cervus."

        "Pro-Proteum sciuridae," Peter stumbled as he finally realized the gravity of the situation.

        Minutes passed until they felt like hours.  Then slowly, one by one, the boys opened their eyes, Remus to a shocking menagerie.  He surveyed his friends, slack-jawed and wide-eyed.  "It—it worked."  He swallowed hard, unable to comprehend what stood before him.

        A relatively small stag stamped a hoof and shook his head, as if to free himself from the new weight of antlers.  The deer's ears flicked toward the creature beside him, and he looked at the animal.  Scratching a large paw placidly at the floor, sat a huge black dog.  The grim opened his mouth in something like a smile, then lifted his paw to stare the small scurrying thing beneath him.  With a loud squeal, the rat wrapped his tail around his body and twitched his nose.

        A bright smile from Remus signaled approval, and the zoo of a trio gave satisfied motions.  With a swoop of his wrist, Remus whispered, "Animagi nox proteum sapiens."  Within instants, the three animals had returned to human form, Peter from rat, James from deer, Sirius from grim.

        James shot a gaze around the room, steadying his nerves. "We've done it."  He smirked contentedly to himself, "We've truly done it, haven't we?"  With a conceited snicker, he nodded at the realization, "We're shape-shifters, Animagi."  He locked gazes with Remus, "Now you'll have company."