As Holly bent over to pick up her spilt supplies, she chanced a look over at her Professor. Lupin was standing at his desk, rifling through the drawers as if he was looking for something. He paused to look up, noticing that Holly was still picking up her belongings.

Now's my chance! He thought wildly.

He walked over to her, stooping down till he was eye level to her, and began picking up the scattered quills and parchment.

"Oh, thanks, Professor," Holly said sweetly.

"Not a problem," He replied, grinning on the inside. Holly shoved the last of the scattered things in her bag and they stood up.

"Well." Lupin said shortly.

"It was a great lesson today, Professor Lupin," Holly said, smiling so innocently that one couldn't help but think she was up to something. She moved a bit closer to Lupin.

"Why, thank you. It's so nice to hear that," Lupin replied, also moving in closer.

Now's your chance, move in for the kill! Both minds thought as one.

Holly bit her lip, pausing to think for a moment. Should she? Should she? After all, he IS a teacher. but a sexy teacher at that!

Her intuition got the better of her, and in one swift movement, her soft lips were pressed onto his.

At first Lupin was shocked, but after a moment he relaxed, pressing his lips firmly unto hers. Holly drew back, and stared up into his face expectantly. His mouth was gaping, it moved as if words wanted to come out, but he did not say anything.

Holly blushed furiously. How could she have done this, how could she have wanted him? She could never have him, he was her teacher! She turned on her heel and flew towards the doorway, but something stopped her. Professor Lupin had caught her wrist, and pulled her back to face him.

"I'm sorry," he said, looking very guilty and very sorry, "I shouldn't have done that."

Holly was confused. Was he blaming himself for this?

"You're a student, and I'm a teacher." he continued, pausing to look down at the floor, too guilty to face her, "It was wrong. I'm sorry."

Holly reached out, and pulled his chin up to face her, looking deep into his eyes, "No," she told him firmly. "It's entirely my fault. I'm sorry."

He stared back at her, her clear blue eyes full of sadness and shame, his hazel eyes filled with guilt. Once again, Lupin opened his mouth as if to speak, but he could not string the words together to express what he was feeling. Holly pressed a finger to his lips, as if to silence him, to stop him from what he was about to say. Lupin raised his eyebrows as Holly took her finger away, and once again opened his mouth, but Holly silenced him again, this time with a deep, passionate kiss.

He was ready for it this time. His tongue swept over her parted lips, and she leaned in closer to him. Lupin put his arms around her in a passionate embrace, and swept her off the ground. He seated her on top of a desk where she laid back, ready for it, right there, right then. Lupin leaned over her, embracing her once more in a passionate kiss. Holly let out a small, muffled moan as she pulled Lupin closer to her.

Lupin's wolf ears pricked towards the sound of footsteps coming from the hallway outside his classroom. He drew back, and wheeled around, just with enough time to see Snape in the doorway.