Disclaimer: J.K. Rowling's books/characters, but my story.

Spoilers: 3rd book and beyond, I suppose?

Rating: PG-13 for violence and language and… angst.

Pairings: This story focuses more on friendship than pairings.

Genre: General/Angst. I really didn't know how to categorize this, but this will have to do unless there's another suggestion.

Notes:I wrote this about a year ago, and I'm just going back to revise it. Taking out the awkward stuff and all that... it was my first piece of HP fan fiction, though, so it has a special place in my heart. :)

They were whispering to one another. It was the two of them, seated in front of him. He couldn't hear what it was that they were talking about, of course, but the moment they both turned around to catch a glimpse of him, he knew. They had to be whispering about him. No doubt they had heard one rumor or another. It wasn't that he had any more rumors going around about himself than anyone else did, it was just that something about what they were saying might be true. Remus lowered his head to give them the impression that he wasn't paying any attention to them, but he couldn't help but look back, either. As soon as he had started to raise his head, they quickly turned around and quit their secretive conversation.

He wasn't really sure if he should consider James or Sirius his friends. Even though they shared the same room, the two weren't really tight with him. Sure they exchanged a few words/formalities each day, it was hard to when living in the same quarters, but James and Sirius were much more concerned about talking to each other rather than include him in certain conversations. (Especially mischief making and girls: two subjects that he often found himself blushing about. He didn't blame them, really. After all, who would want to see him blushing that often, especially when that was all they seemed to talk about?) But, they trusted him enough not to go gossiping their words throughout the rest of the school. He swore that sometimes they allowed him to hear certain things on purpose, as it would provoke him in some way to speak up. Mostly, he would pretend to be too wrapped up in a book to be interested in such conversations, but it was only pretending that he was doing. Really, he could almost see himself joining the boys on their late night escapes from the bedroom or on the floor just below his bed scheming their newest prank or ogling girls from the same or upper classes. He felt rather left out at times. He fought the temptation off, though. Close friends meant hiding secrets and that would be even more difficult to do to himself. It was hard enough explaining his whereabouts every month. (Did they figure out yet that it was always at the time of the full moon?) He deducted that friendship wasn't worth it, after all, and remained the quiet one.

It was like this every day, though. He avoided eye contact with just about everyone. Keeping it up after the first year wasn't much more difficult since people had a certain understanding not go bothering him anymore. Still, James and Sirius never gave up, nor did they every right out ask him to be their friend. Well, that's not what people did these days anyway, was it? What would he really feel if someone were to go up to him and ask, "Be my friend?" He supposed that his heart might just melt right there and then. The idea tickled him, really. He smiled and giggled softly. He turned to make sure that no one had witnessed his reaction and from what he could see, the only person to make contact with him was Lily Evans. She smiled and waved to him. He smiled back, but quickly, and returned to staring at the table.

Peter soon joined him at the table, as it was his habit of doing every day. He supposed it was because there was no one else to sit next to. Maybe there was, but Peter seemed too embarrassed to sit with anyone else. They never talked much, though. Sometimes they would help each other with their assignments, but that was the extent of their time together.

"Hello, Remus."

"Hello there." The moment he spoke up, James and Sirius turned around again.

Sirius took a good look at him, thinking who knows what, and asked, "You two leavin' for Quidditch soon?"

"As soon as it's announced, I s'pose." Peter mumbled.

"We're thinking about heading there a bit earlier," James chimed in, and watched them carefully for an answer.

"Really!" Peter burst, smiling. "Yeah, that would be great! Remus?"

"Sure, I mean…. it would be good to get outdoors for a bit longer anyway. Lovely day out, and all." He almost immediately felt embarrassed for his long answer, a simple yes would have sufficed, and he felt a rush of heat to his cheeks. He looked at the two in front of him and then to Peter, who seemed more than thrilled to be seen with two of the more popular boys of their class.

"It's settled, then. Pack up yer books, mates! We'll stop by our room to drop off our things and then we'll head out to the field!" Remus gathered his things as quickly as he could and stood up. He let James and Sirius take the lead out of the library and into the dormitory, with Peter and himself traveling not too far behind.

He figured that this was the first time after his first year at Hogwarts that he had followed a group so closely. He couldn't help but feel as nervous about this as if he was embarking on something almost as terrifying and wonderful as his first year at Hogwarts. He let a smile come over his face. It was the only thing that was keeping him from gasping out in excitement.

They entered the Gryffindor common room after James boasted the password to the fat lady's painting. Soon after they had crossed into their room he cracked what he thought to be a funny joke.

"Heh. The fat lady is so fat… that she can't jump to conclusions." Sirius and Peter snickered. He couldn't help but smirk at the joke himself, even if it was mean-spirited.

"Oh yeah? Well… the fat lady's so fat that when she steps on a scale it reads 'One at a time, please!'" Sirius guffawed.

"Ha! That's a good one!" Peter exclaimed.

"You have any good ones, Pettigrew?" Sirius asked, waiting for the rest to be finished so they could head out to the game.

"I don't know. I'm not as quick with a joke as you two are." He laughed.

"How 'bout yerself, Lupin? Know any good fat jokes?" Remus shook his head, but Sirius didn't seem to mind much. Sirius seemed to be happy with the jokes that he and James had just told. Remus found himself staring at Sirius admiringly, and hopefully unseen, but snapped out of it as soon as James rushed over to join his friend. "Ready then?" Sirius winked.

They were heading through the common room once more when Peter shouted happily, "Oh! Oh! I know one! I've got a GOOD one! Ha! The fat lady is so fat that when she sits around the house she sits…. AROUND the house!" Anyone who heard that joke couldn't help but laugh at it, even if it wasn't particularly funny. Seeing Peter in good spirits was enough to make one smile.

Crossing through the painting again, into the hallway, Remus felt that it was his turn to let out a joke. Perhaps that was what was needed to break the ice a bit. Besides, they needed some entertainment before the staircase came up towards their landing once more. And he had it… a perfectly clever one. "The fat lady is so fat," he began, as everyone watched, "that when Christopher Columbus sailed from Spain she was found floating in the ocean and he claimed HER as the New World!"

It took a moment, but soon the boys were hysterical. "Oh, Remus! That was so clever! That's the best one yet!" Peter jumped.

"Yeah! Good one, Lupin!" Sirius agreed. "Didn't know you had quite the sense of humor."

He smiled at Sirius' comment, but wanted to argue that he did, in fact, have quite the sense of humor… maybe even better than the average bloke. The quiet ones usually did; the ones that spent a lot of time inside their minds. You just have to catch them at the right moment, he wanted to say, or give them a chance to speak and then you'd see. He wasn't so bold as to say that just yet. He waited alongside Peter for what seemed like an extraordinary amount of time to be waiting for the steps to situate. When they finally did, the four rushed down the staircase and through the corridors that would finally lead them to the outdoors and most importantly, the Quidditch field.

It almost felt natural with these three. He couldn't help but feel that they had been friends for the longest time and would remain so, for always. Wouldn't that be wonderful? I have someone to talk to when he was feeling lonely? But how could he possibly feel lonely now?

A bad thought entered his mind. It was only a week before the full moon. Oh, that dreaded night! Why was he not used to it by now? How come he had not come to terms with what he was?

His thoughts were interrupted by a howl. He looked over to see where it was coming from and was surprise to see Sirius' head looking up to the sky, letting out a ferocious howl. He wasn't sure whether he was being mocked, so he stopped in his tracks.

James noticed the delay and shouted, "C'mon, Lupin! Don't be too frightened of Sirius. He likes howling before a match. Merlin knows why!"

"Yeah, I'm a bit crazy like that!" Sirius slowed to walk aside him. He could feel Sirius pat him on the back. He didn't know how to react to the touch, only to stiffen for a moment and then continue to walk on with the rest of them, despite the howl. "Thing is," he whispered, "I am positively crazy for Quidditch! I get so excited that I have to howl. Ever just feel the need to howl, Lupin?" His eyes widened.

"Geez, Sirius! Let off the man! Of course he's not some loony who howls, like you. He's a bit more reserved. Nothing wrong with that." James took the other side of him and smiled. He felt a little less anxious now that he was beside him and not just Sirius. "I happen to think it's a good thing that Lupin and Pettigrew came along with us. That way, they can balance out our craziness… especially yours!"

"Crazy! I don't know what yer talking about." With that said, he let out another howl and raced ahead.

"Hum, like I said, don't mind him. He's just a big show off. He suggested that you two come along, though. I agreed to it, of course, because we have been meaning to spend some time with you two. You seem like you're easy to get along with. Pettigrew, too. I just hope you don't mind us. We're easy to get along with too, I think! Heh. As long as you're not Snape!" Remus laughed. He had notice the riff between the two and Snape. He didn't know where it stemmed from, but then again, Snape was a very disagreeable person. He couldn't help but think, though, that Snape was somewhat misunderstood like himself but had an awfully funny way of showing it. "You, uh… don't associate with, do you? I apologize for your sake, if you do, but I can't help it if I think he's a sniveling…"

"Ha! First ones here! I love being the first one to arrive. That means we get the best seats!" Sirius was already climbing the steps to Gryffindor's seating area. James, upon parting, tapped Remus on the back in a display of understanding and rushed to catch up with Sirius.

Peter was taking his time climbing, though. It made Remus glad to see that he wasn't left behind. "Er, Lupin, what do you think?"'

"Of what? Of them?" He pointed up to the energetic boys climbing the steps. "I think they're positively…"

"No, no! Of who's going to win the match! Personally, I think it's going to be Ravenclaw. They've got the best seeker yet!"

"Oh, you think?" He was hoping that Peter would continue with his table about the team, as he was afraid to admit that he wasn't much a follower of Quidditch as the rest of them.

"Oh, yeah! Did you happen to see the last match? Positively brilliant! He must have above average eyesight and the fastest broom on the market! He catches that snitch before the team even gets the chance to see them, it seems!"

"Right, right."

"I mean, I know I'm supposed to support my house's team, but I can't help but think that Ravenclaw has got it this year."

"Ravenclaw!" Sirius shouted. "Are you mad, Pettigrew?"

"Yeah, really!" James responded.

"I just think that their seeker is…" Peter stopped his sentence, looking upset that he had disagreed with his new found friends.

"Ah, well, you've got the right to think about what you think… even if you're wrong! Dead wrong!" Sirius laughed along with James. "Gryffindor will win it in the end! I'm positive they will. In fact, I'm so positive that I'd be willing to bet anything on it!"

"Anything?" Peter squeaked.

"Yes, anything. Care to make a wager?"

"All right." Peter smiled. "Whoever is wrong has to… do the other's homework for a month! And I can't wait to not have any homework to do for a month!" He clapped and jumped up and down.

"Wait, wait," James chimed in. "I also think Gryffindor will win it. Can't I place a bet?"

"All right. I mean, I'm that sure." Peter said, with much courage. "Care to wager, Remus?"

"No, no. It's all right."

"Are you sure? I mean, don't you think it would be nice to have no assignments for an entire month?" James' eyes widened.

"Oh, that would be excellent. The thing is, I'm not keen on betting."

"Suit yourself." James sneered. "All right then, we'll see at the end of the season, won't we?"

"I look forward to it!" Peter sneered right back.

"Huff. Enough about that! I certainly hope that Ravenclaw wins over Slytherin today, that's for sure. If there's anything I can't stand, it's Slytherin winning a match. They're intolerable after a win." James seemed to be foaming at the mouth with hatred for the other house.

"Can't be blamed for thinking that, James!" Peter sat down next to Sirius. "I hate Slytherins with all my might, I do!"

"Ha! You should get along just fine with us, then, Pettigrew. Just fine." Sirius patted him on the back in the same friendly matter as he had done with Remus before. He waved to Remus, "Take a seat here, Lupin. Don't you think these are great seats? We try to get them for every match. And if it so happens that someone is in our seats, we boot them out!" Lupin winced at the comment. From what little conversation he has had with them, it seemed they weren't a force to be reckoned with. He wasn't sure, though, if this was a good or bad thing. Good because if they were truly his friends they would stick up for him in times of need and bad because… well, it did look as if they could mess him up pretty well if they were his enemy. All he really had to do was take a look at Snape and see…

"Oh bugger! People are starting to arrive already. Wouldn't it be something if we could watch the match, just us four, and not have to stare across the field at Snape and that awful sour puss on his face? I mean, does the boy enjoy anything at all? Anything?" James looked out toward the now empty Slytherin seats.

"He enjoys a swift kick to the bum, he does!" Sirius said excitedly, kicking into the air and howling.

James laughed. "What do you think, Lupin?" What do you think Severus Snape enjoys most?"

"Well, it's so hard to tell with that smile he has on his face all the time." Lupin said, feeling the sarcasm seeping out of his words. He imagined that what Snape would most enjoy is seeing James and Sirius tossed out of Hogwarts and the Wizard community entirely, but he dared not say. The three laughed at his initial comment, and he thought he might roll on with the sarcasm. "I imagine he enjoys keeping away from the shower most, since that's what he's so good at."

"Whooooaaa hooooohoooo!" Sirius yelped. "Brilliant! You're a mad genius, you are, Lupin! Right on target!" There was a wicked smile upon Sirius' face and Remus found it quite contagious. The grin that he felt come upon his face was like none other he felt before. Positively wicked. It felt really good, now, didn't it?

There wasn't anything that had changed about the game of Quidditch to make it seem any more remarkable to him. If it wasn't for the other three he sitting with, he might have stared off into the distance during the match, and that was if he even bothered to show up at all. Seeing James, Sirius, and Peter excited was enough to make him feel the same excitement. He found himself cheering when he would otherwise cringe at the loud crowd and reversibly, booed along with his friends whenever Slytherin would score or play unfairly (which they were apt to do). Peter had given him and the other boys a Ravenclaw flag to hold and wave for a while. James cringed when he first held the flag, but soon he was waving it along as happily as the other did whenever Ravenclaw was doing well. Sirius still went about his howling. Although it still made Lupin extremely uncomfortable, he felt the urge to howl, himself. He couldn't, though. He couldn't bring himself to make a similar noise that the monster he turned into every month did. Even if it wasn't exactly the same, it was close enough and more than enough to make him feel nervous and ill.

At one point during the match, when things seemed at it's happiest, Remus couldn't help but feel a tug of insecurities. Especially now that it seemed Sirius and James didn't mind him or Peter around. That would mean that they might be concerned when he went away during his spell under the full moon. They would want to know! And who could possibly accept that? Who could possibly accept that as just a character flaw? Imagine their faces if they found out… They'd make sure he was harassed. He just knew they would. They'd probably want to kick them out of their dormitory and possibly out of the school. Possibly even out of their existence! Such was his luck, it seemed.

He saw, from the corner of his eye, that Sirius had stopped his cheering and was no doubt wondering why Remus wasn't participating in the happiness since he was right now starting at him. It was only for a moment that Sirius stopped his cheering, maybe he hadn't noticed after all. Sirius had to be too involved in the match to care about what Remus was thing. If he had been concerned, would he have even asked? Sirius seemed too cool to care about anyone else, never mind the boy who was too concerned about having friends that he couldn't even enjoy having said friends. He took another moment before cheering as loudly as he had been before and wiped from his eye the tear that was about ready to fall. Luckily, Sirius had not witnessed that. Surely he would be made fun of crying, if caught, at a Quidditch game.

The game ended quickly. As Peter had mentioned, Ravenclaw's seeker had caught the Golden Snitch faster than anyone could imagine. The boys all showed Peter some respect for his call, even if it was just for a short time. After that, James made it a point to show his support for his own team, Gryffindor, by screaming down to the players below that Gryffindor was the best and that they should not celebrate just yet.

"Well, they shouldn't!" James felt the need to explain himself. "If anything, they should be concerned about their strategies for when we play them next."

"As far as I'm concerned, they don't need a strategy as long as they have that seeker." Peter chimed in.

"Hum, as long as they have that seeker, right?" James nudged Sirius in a way that made Peter nervous. Sirius chuckled in response and led the group out of the seats.

Peter whispered into Remus' ear, "You don't suppose they'll do anything to…"

"Naw, they're trouble makers, but not cheats. I think they're just trying to get you nervous, Peter."

"Well, they're doing a good job!" Peter exclaimed.

"Who's doin' a good job, Peter?" Sirius shouted up from halfway down the staircase.

"The Ravenclaw team!" Peter shouted, and added in extra loud, "What a great match! Right Remus?"

"Right! Just… brilliant." Remus sighed.

Sirius and James waited for the two to catch up with them at the bottom of the steps. "You up to staying out a bit later? I'm not looking forward to going back inside just yet." Sirius asked.

"I don't want to get back just yet, either. I'll stick around." Peter responded.

"I… I should get back. I'm behind on homework, as it is, for this weekend." Remus stated. It was a lie, but it was something he thought they might be able to relate to. Although he wanted to stick around to see what Sirius would be up to next, the same thought made him realize that maybe he didn't want to.

"I hear that!" James agreed. "I'll join ya, then, Lupin." It wasn't what Remus was hoping for. He had counted on some time alone. He should have known that by mentioning homework, James would respond. James was just as serious about his studies as he was his pranks.

"Eh, party poopers! Peter and I will enjoy this crisp autumn air while you two are stuck in those stuffy rooms up there. Oh, oh, I see… you'd like some time alone together." Sirius threw his chin out to show his disapproval.

"Well, don't go asking me for the assignments then, when it's three in the morning and just hours before class!" James retorted.

"Why would I ask for your work anyway?" Sirius spat.

"Um, I don't know…. maybe because I'm one of the top students of the class!"

"As am I! And Lupin over there, don't forget! You're not the only smart one in the group." Peter hung his head at Sirius' comment, but Sirius didn't seem to notice. "Besides, all work and no play make Potter a dull boy!"

James stomped off angrily, looking as if he didn't care if anyone followed him. Remus did follow James, leaving Sirius and Peter behind. As if James had known he was behind him the entire time he turned to Remus and said, "That Sirius! Ho! He thinks he's better than everyone else, I reckon. I s'pose it's because of his family and upbringing. That's the only thing I can attribute it to. What a spoiled brat!" Remus kept quiet as James went on. "He always does his assignment last minute! I mean, it's all right to do once in a while, but it's every weekend he does this. Then he comes nudging at my shoulder at three o'clock in the morning, when I'm asleep, no less, asking me what we were supposed to do over the weekend. Really, I hope he fails each of the assignments he hands in. Half-arsed job and all! He might not care about his grades, but I do." James huffed up the steps as if he were doing heavy exercises. "I know you care about your grades too, Lupin! So, you know what I mean, right? It's not just homework, ya know? It's application to our studies and if you want to become a wizard that is somewhat above average, you need to apply yourself. I don't know what sort of wizard he's going to grow up to be if he continues this. You need to keep a healthy balance… between work and play… to be successful and happy. That's no secret!"

The two boys were in front of the fat lady's painting in no time, it seemed. All of James rants seemed to make the walk back to their room seem quicker. James barked out the password quickly and moved on to enter, but the painting did not open.

"C'mon now! I said the password!"

"Oh NO! I'm not letting you two in!" The fat lady huffed.

"Why's that, now? I've said the correct password! Now let me in my house!"

"Humph. I don't let people in who have NO consideration for others feelings."

"What ARE you going on about?" James turned red, probably more out of confusion than anger.

"I heard them all!" The fat lady sniffed. "Those… jokes… about… me! I heard every one of them! Mistaken of the New World? She jeered at Remus. "New World indeed! You're going to have to find a NEW HOUSE to SIT AROUND because…. I'M NOT LETTING YOU IN!"

"Doesn't this beat all?" James panicked. The situation, when looked at from any other perspective could have been seen as funny. Really, all the boys wanted to do was get into their room, but the overdramatic painting would have nothing of the sort.

Remus stepped up to the painting. "I'm sorry, miss… I didn't… WE didn't realize you had heard us. They weren't meant to be serious."

"'Weren't meant to be serious'? Maybe not, but you sure found it funny, boy! Didn't you?"

Come to think of it, actually, Remus had been torn about the whole situation, but explaining this to her now wouldn't help at all. Besides, he couldn't admit in front of James how long it took to build up the courage in the first place to tell that one joke.

"What's going on, now?" Sirius' voice could be heard coming up the steps.

"When did YOU get here?" James growled, still visibly upset.

"Just now. Figured homework wasn't such a bad idea, either." Sirius said, softly. "But what is this madness?"

"Fat lady here isn't letting us in!" James said, but out of the painting's hearing.

"Not letting us in?" Sirius lifted his head to the painting, now fuming. "Now you listen here! We have the right to be in that dormitory! Just as you have the right to… be a painting or what ever it is that you do!"

"I think I shall have a new password made! One that the four of you wouldn't have the privilege of knowing! What a pity, since all your belongings are in there."

"Listen to me, lady! I will get into that dormitory if it's the last thing I do! This is an outrage!" Sirius pulled his wand out of his cloak in a threatening matter.

"Wait! Sirius!" Remus shouted, which surprised the three, including the lady in the picture. "There's no need to resort to violence. I'm sure that the lady of the painting will listen to reason… as she's a very reasonable… painting. Er, not to mention, one of the more attractive paintings in this hall."

He looked up to the lady to find her smiling, but she cut her smile short. "What reasoning to you have, then?"

"Well, it's just that your attractiveness is so…. large…. clearly whomever painted you had beauty AND intelligence in mind. I think we're rather jealous of the purpose that went into your painting. Surely, none of us could think of something so…. grand. Perhaps the jealous came out in the form of humor, as it's so apt to do these days."

He looked to James and Sirius, who in turn gave him a look as if they didn't believe that they could pull it off. Peter was on the verge of tears, most likely too excited and anxious from all the arguing going on before they even reached the painting.

"You have a point, boy." She looked Remus over. "I'm sure that people as plain as yourselves would never be able to appreciate my beauty."

"You're right. It's completely true. Do you accept our apology, now that you know our mindset?"

She frowned for a moment, considering what she might do. Then, without a word, she opened the passage to the Gryffindor common room. The four of them let out exhausted sighs of relief and hurried in, lest the fat lady change her mind.

Sirius waited until they reached their bedroom and then exclaimed, "Lupin! You didn't let on to be such a sneak! By Merlin, I thought I might just burst when you acknowledged her 'attractiveness' as 'large'!" The other two boys laughed, releasing their tension.

"Right on, Lupin! That was genius. Thank goodness you were around," James sighed as he flopped down on his bed.

"Yes, we'd still be out there!" Peter exclaimed, still seeming a bit panicky.

"Surely, none of us could think of anything as… grand!" Sirius repeated Remus' own words and broke out into a fit of laughter on James' bed, nearly knocking James over.

Not knowing what else to do, Remus say at the edge of his bed and reached over for the piece of chocolate he left on his nightstand earlier. As he broke a piece off for himself, the other three boys stared hungrily. He offered each of them a piece, which they each took, and then sat back down on his bed, attempting to calm himself.