Spoilers: None; pre-HP series, flashbacks to Marauders at Hogwarts

Rating: PG13 for implied sexual references later in series

Shipping: Remus/OFC

Disclaimer: The Harry Potter characters and the world they inhabit are the intellectual property of JK Rowling. No infringement is intended.

Chapter 1: May

Madam Rook carefully closed the door to room 3 of ward 49. Her hand lingered on the latch, her knuckles slowly regaining their color as she breathed in the potion disinfected air, steadying herself. The acrid clean smell filled her lungs, rousing her enough to force her moist eyes open, then concentrate on moving her right leg, and her left, until she reached the sterile white healers' station. The witch behind the desk looked up.

"Everything alright, Janus?"

Janus Rook sighed, dabbing at the corners of her eyes. "That young man is here again, Millicent."

"Young man?" Millicent asked.

"I tried to tell him….He won't listen…insists on talking to her…." she explained, slowly shaking her head, her eyes beginning to register again the familiar walls of the ward, the calming blues and yellows now working their magic on her.

"Miss Penelope? But, she's—"

"She's asleep, ladies."

Startled, both women turned to face Albus Dumbledore, the faint ticking of the small clock suddenly becoming louder in their ears.

"Asleep, and she can hear us."

Millicent recovered first. "Sir, surely you don't believe all that Muggle bunk?" she said.

"I most certainly do, Miss Camden, she is, after all, a clever healer. If you doubt this then believe that the only person who will wake Penelope Potter up will be him," he stated.

"But, sir," Madam Rook continued, lifting her chin to keep the fresh tears from spilling over, "it's nearly five years, and she's not woken up, nor said a thing. He'll never get on with his life visiting her every few months, talking to her," she reasoned.

Dumbledore smiled at her patiently, his blue eyes warm over his half-moon spectacles. "Would you say that to Mrs. Longbottom I wonder?"

The two healers blinked at him and looked away nervously.

"Under no circumstances do I want Mr. Lupin's visits stopped, Madam Rook," he said. "You will see to it?"

Remus pulled back the heavy curtains, flinching as the afternoon sun streamed in. It was a beautiful spring day, the sky just the right shade of blue, with bright, pillowy clouds dotting it round. He found the strangely cold latch and pulled it, opening the window and letting the sweet blossom scent wash over him and fill the room. He breathed deeply, willing himself to relax. He straightened, forcibly stretching his fingers wide before letting his hands go limp. He reached out to touch the sill and found himself lowering his arms onto it, then his head. It felt hard and cool, and he stood there, hunched over letting the solidness of the sill spread through him, until his brow began to ache.

"It isn't any use, sir. She'll not come back, you must see that. You aren't doing her any good," the voice echoed.

"Perhaps not," he whispered, slowly raising his head, his amber eyes bright with unshed tears. He pushed himself up suddenly, shaking his head.

"No, this won't do; he can't have taken her too," he argued to himself.

"You've never given in to anyone, Pen," he said a little louder, just enough so she could hear him. "I won't have you start now. I know you want to get up, how could you not?" he smiled, and motioned with his hand. "Look at that sky!...It's May, Pen. Do you remember what you used to say about May and its flowers?" he continued animatedly, still concentrating on the cloud just left of center, moving ever so slowly with the breeze. "'April's lover giving birth, the little tramp,'" he laughed. He hadn't thought of that for years. His smile slowly faded, and he sighed again.

"I'm just back from Albania again," he began again, turning his head slightly to talk over his shoulder. "Seems he hasn't strength to leave it still….Dumbledore seemed pleased at that, or relieved more likely. I can't say that I blame him; I know I am." He stopped again. He let his head droop to the other side.

"What are you doing, Remus? Why do you insist on torturing yourself?" his mind asked. His eyelids came down at that, as though the stage curtain were lowering on the evening's performance, the lines around his mouth becoming more pronounced.

"You must go on," the voice chided him.

"If only you'd tell me, Pen," he scolded her. "If only you'd show me I'm not being foolish," he opened his eyes and turned on her. "That I'm hel" he stopped, his heart lurching, making him feel the cheese and tomato sandwich he'd had for lunch would soon be in the room again.

The honeyed afternoon sun glinted back at him, reflected from those greened hazel eyes he knew so well.

"Penny?" he rushed over to her, sinking into the chair next to her bed. Her head was turned to him, her eyes blank yet fixed in the direction he'd been, towards the open window.

He raised his hand and caressed her brow, sweeping her dark chocolate hair back, and watched as his fingers lifted the tendril that had rested on her cheek and slowly twined it, letting the sun play off those auburn highlights.

"Come on, you know you can't catch me," she'd laughed, holding his Potions book over her head, her hair catching the afternoon sun just so, as she'd taken off running towards the Forbidden Forest. "You're not going to spend the whole day studying, Remus Lupin," she'd taunted. He'd chased her, of course, and caught her at the edge of the Forest, as she'd meant him to. Her face pink after the chase, her mouth open, laughing, her eyes that blend of deep green and brown that made his heart pound, that grew brighter when she laughed and teased, and darker as he stepped towards her, watching her lips grow fuller as he'd trapped her against the tree, lowering his head, inhaling the smell of honeysuckle in her hair, as he kissed her.

He lowered his gaze and saw she still looked out the window, seeing and unseeing, and dropped his cheek onto her forehead. It was warm; he could feel her pulse. He breathed again, running his hand down her arm until he reached her hand; her thumb and forefinger twitched. His fingers continued their slow dance through her hair and he began again quietly.

"So, Dumbledore reckons it might be safe ….."

What was that droning? She turned her head, looking for the source. And there it was, looming before her. The Hogwarts Express. She was standing on Platform 9 and ¾; her stomach lurched.

"Come on, Squirt, move. You're blocking the barrier," James chided.

She looked up at her big brother with wide, darkening eyes, biting her lower lip, and followed him as he pushed their luggage trolley. She had to walk quickly to keep up with him, but kept getting knocked about by all the people on the platform. She tried dodging them, but soon she and James were separated. She felt the panic coming on, and bit down harder, making her eyes smart.

"There weren't so many people here last year, were there?" she thought anxiously, fighting her panic. All around were students and their families and she couldn't see hers. "Where are they?" she looked around desperately, faces blurring more as she was jostled about.

A hand suddenly grabbed her arm.

"Penny! What are you doing standing there?" It was James, looking annoyed and relieved.

She seized his arm, clinging to him.

"Will you relax? You're going to bite through your lip the rate you're going," he said quickly, scanning her face.

She released her lip from her clenched teeth, and nodded quickly, her eyes widening even more, creasing her brow. James smiled at her, his glasses slipping down his nose a little as he did so. He took her chin, forcing her to focus on his eyes.

"You're fine; I'm not going to let anything happen to you, OK?" he asked, raising his eyebrows.

"OK," she repeated automatically.

He chuckled and shook his head.

"Everything all right, James?" asked Mr. Potter as he and his wife approached them.

Penny pleaded silently with her brother not to say anything.

"Yeah, Dad," he answered glancing at his sister once more. "Just need to get the luggage on."

"Right, let's get to it then," he replied.

Mrs. Potter, meanwhile, watched her daughter's face as she took in the happy faces of friends hugging each other after the summer break; of parents fussing about, straightening clothes and asking for the hundredth time if robes and books had been packed while their children's eyes went cross as they nodded continuously; and of other students who looked as peakish as she felt, clinging to their parents hands. Mrs. Potter reached out and caressed Penny's head.

"You'll see, dear, you're going to have the time of your life at Hogwarts," she soothed seeing the terrified look in her daughter's eyes. "It's what you've wanted since James went away last year, isn't it?" she asked, cupping Penny's chin as she turned her face towards her.

Penny looked at her mother intently, letting out the breath she hadn't realized she'd been holding. Her mother smiled at her warmly.

"You are going to enjoy yourself, you know." It was a statement. Penny felt herself relax a little, enough to smile back at her mother and nod.

"That's that, then," Mr. Potter said, placing his reassuring hand on his daughter's back. "Train's about to leave," he continued, as he looked down calmly at her. "You two best get on."

Everything started to whirl again. Next Penny knew she was on the train and in their compartment, sitting next to the window, staring out as the countryside rolled by. It was a bright, cheerful day but Penny didn't see it. She was doing her best to keep calm while James and his friends talked and played Exploding Snap. She knew them by name, of course, James talked about them enough. But she couldn't bring herself to speak to them, just stared and nodded slightly when James had introduced her. The grey-eyed boy, Sirius Black, seemed to find her extremely amusing. He'd nudged James' arm, his eyes laughing, his grin one-sided as she sat down.

"You sure she's not going to be sick, mate?" he mocked.

James smiled, "Nah, she's fine."

Penny forced herself to turn and look at them now. That Sirius boy laughed, trying not to fall off his seat, as he beat James with his recent hand.

James scowled. "All right, mate. One more; loser buys lunch," he said, picking up the cards to shuffle a new hand.

"I wouldn't if I were you, James," the round faced Peter Pettigrew said. He sat on the floor watching the game. "Sirius is liable to eat everything on the cart," he continued candidly.

"Thanks, Peter; appreciate the support," James retorted sarcastically, his hazel eyes getting browner as he dealt.

Penny shifted her gaze forward and quickly looked out the window again. The other boy was watching her intently. Remus Lupin. The one who was always sick. She glanced at him again sideways. He was still watching her and he smiled.

He had a kind face and warm, yet sad amber eyes. He hadn't laughed when James had introduced her, she remembered. He'd smiled and said, "Hi."

"It helps if you don't let your eyes get unfocused as everything rushes past," he offered gently.

She stared a moment longer, then surprised him with an answering smile, her eyes brightening and turning a shade of green.

"I like looking out the window," she said quietly.

"Me too," he told her. He considered a second, then put his hand in his pocket and took something out.

"Do you like chocolate?" he asked.

She nodded but her smile faltered a little.

He got up and crossed over, sitting down next to her. "It'll help," he said, offering her a Chocolate Frog.

She glanced down at his hand, and took the offering. Her hands shook slightly as she opened the frog and the frog took advantage, leaping into the air as she pulled back the foil. But Remus was quicker and caught it before it could get away.

She giggled nervously as he handed it back to her.

"Thank you," she said, looking down at her lap as she took a bite. He'd been right; the warmth of the chocolate spread through her immediately, settling the queasiness in her stomach. Her complexion regained some of its normal color as well.

Remus glanced over at the card players and caught James' eye as Sirius again seemed to get the upper hand. James nodded slightly and twitched a quick smile at Remus before Sirius' triumphant laugh regained his attention.

"You looking forward to the sorting?" Remus asked, turning to Penny. But this seemed to be the wrong thing to ask, as Penny paled again. She quickly took another bite of chocolate as she felt her stomach flip. She offered him a wooden smile and turned her attention to the window again.

"It'll be fine, you'll see," Remus whispered, lowering his head to her ear. "You're a Gryffindor if ever I saw one."

The hours raced by after that. It wasn't until she found herself at the Gryffindor table sitting next to a smiling and cheering James that Penny began to feel like herself again.

"Maybe Mum was right," she thought. "Maybe I will have fun this year."

Mrs. Potter, however, hadn't counted on her daughter's shyness.

Penelope Potter found it difficult to go anywhere in Hogwarts where she wasn't compared to James. Her professors all greeted her with the same words.

"Ah, Miss Potter. I expect you'll match your brother's cleverness, though I hope you shan't find yourself in detention as much."

This always made the other Gryffindor first years giggle, and always made Penny blush furiously.

She enjoyed her classes, finding her lessons challenging and exciting. But as her classmates held James in awe, especially after he'd made the Gryffindor Quidditch team, they spoke to her infrequently and timidly.

Whenever she tried to approach James, though, to seek his advice, he was surrounded by his friends doing homework or having fun.

"All right, Pen?" he'd ask every time while Remus and the others stared, to which she'd reply, "Sure," forcing a smile that didn't quite reach her eyes before walking away heavily to a chair in the corner of the common room, or stepping through the portrait hole and going up to the library.

It was here that Remus found her on Halloween evening. She was sitting alone by the window, her Transfiguration books spread before her, quill suspended above her parchment, tears slowly rolling down her face. Remus emerged from behind a shelf carrying Transfiguration books himself when he saw her. He paused mid-stride and smiled sadly. He approached her table and quietly put down his books. She didn't look up but began wiping her tears with her sleeve, pretending not to notice him, as she began her essay again.

"McGonagall driving you mad yet?" he asked, pretending he hadn't seen her tears or her reddened eyes.

Penny shook her head, letting her hair fall across her face. She tucked a bit of it behind her ear.

"I like her lessons," she said quietly.

Remus smiled and asked, "Has she done her cat trick yet?"

Penny looked up at this, eyes still shining from her crying, but she smiled and nodded.

"Pretty neat, animagi, don't you think?" he asked, glancing at her textbook.

Her smile seemed to freeze a little as she watched him speak. She hadn't realized how peaked he looked.

"Yes," she answered. Then, "…Are you all right?" She hesitated, wondering if she sounded too inquisitive, and added quickly, "You haven't been studying all week have you?"

He paused and seemed to consider her before answering. "Yeah. I need to get out some. Maybe I'll take a walk tonight."

"Full moons are always so lovely," she said dreamily, looking out the window again, and saw the breeze ruffle the leaves on the beautiful Whomping Willow.

"Yeah," he replied quietly after a moment; she turned her head suddenly at the hint of annoyance she detected in his voice.

Penny bit her lip. Her brow furrowed slightly as she searched her mind for a new topic, her teeth worrying her lower lip.

"Those willows are really rare," she began, hoping she could see him smile again.

He stared at her, wide-eyed, his lips turning white.

"My Uncle Albert is an arborist. He'd go wild if he saw this one," she continued, jerking her head in the direction of the tree.

Remus didn't answer, just stared at her, his eyes shuttered now, his mouth very thin.

"I'd better get back," he said suddenly, angrily she thought. "You mustn't study too long," he added quickly as he gathered his books. "Halloween Feast tonight." And he was gone.

Penny stared unbelieving as he rushed away. What had she said? Her eyes started to fill with tears again and she stabbed her quill down on the table. Her own lips started to thin as she slammed her books closed and shoved them into her bag.

"Stupid James and his stupid friends!" her mind screamed. She was through with the lot of them. "Think they're so clever, everyone falling over them." She stood up so quickly her chair nearly toppled over; she stopped it magically and had it back in its place, as she stomped out of the library.

She sprinted down the stairs, hair streaming behind her. All she wanted was to get out—out of the castle. About the third floor she stopped suddenly; James, Peter and Sirius were walking towards the stairs, talking animatedly. James stopped mid-sentence when he spotted her standing there, gaping at them. His face broke into a wide smile and he called out, "Pen!" motioning for her to come closer. But she stood there, rooted, her eyes wide. She shook her head slightly then bolted, leaving James dumbfounded.

"Ah…another one with the dramatic exits," Penny heard Sirius provide drolly. "You should've warned us, mate."

The stairs were crowded as happy students made their way down to the Great Hall.

"Stupid feast!" the voice thundered. The rage she felt at herself and everyone coursed through her as she continued down the stairs, shoving past anyone who stood in her way.

"Air! I need air!" was all she could think as she hurtled past the cheerfully jostling students until she reached the castle entrance. The doors stood open and she jumped down the stairs, running, racing away from the castle, as fast as she could.

The tears streamed down her face, blinding her, and still she raced on, not knowing where she was going until the furor passed and she found herself standing in front of the Whomping Willow. Her breathing was labored, but she drank in the crispness of the evening air, letting it fill her lungs, the coldness invigorating, calming her mind.

She crumpled to the ground and let the tears flow unchecked.

"Why didn't you just tell him off?" the voice asked, catching as she sobbed.

"What's wrong with me?...I can't even talk to a stupid boy?...I can't even make friends of my own?" she answered herself. She slammed both fists on the ground repeatedly, trying to stop the ache with physical pain. She exhaled a final, shuddering sob and stared at the tree, and that's when she saw it, something that looked like an entrance. It looked like a bloated triangle creasing in on itself at the fold in the trunk. She blinked to try and clear her vision, and wiped at her eyes quickly. She gasped and then hiccupped. An entrance? To what?

"What did Uncle Albert say about whomping willows?" she racked her memory, trying to hear Uncle Albert's voice.

"A knot. There's always a knot that freezes those trees. Goblins like to use them to guard treasures."

Treasures? Was that it? She stood up and began pacing slowly. Was that what Uncle Albert had said? It couldn't be; the tree wasn't moving.

"I can't even remember a stupid detail like this!" she cried again, stepping towards the tree. And then it happened; the tree moved and the branches headed straight for her. She gave a small scream and jumped back just in time.

She stood there, gaping at the tree, her eyes beginning to gleam greenish-brown in the rising moonlight. She scanned the trunk for a knot and spotted it low to the ground. Her heart began to pound in her ears as she picked up her bag, looking for a stick long enough to prod the knot. Her breathing was faster now, excited, then she found the stick.

Grasping it firmly, she took a few deep breaths to calm her nerves and stepped forward, studying the tree all the while. When it started to flail, she watched carefully for her opening, as she did when skipping rope, timing it and then ran for it. She hit the knot and the tree froze.

"Excellent!" she breathed, standing next to the tree, finding that the opening was indeed an entrance. She stepped in and waited for her eyes to adjust to the darkness. The air was damp and cool and had the same earthy smell of the Herbology greenhouse. Penny reached into her bag, and pulled out her wand.

"Lumos!" she whispered, and held it high, letting the wand light the tunnel ahead of her. Penny could see spiders crawling here and there along the dark, muddy walls. She followed the tunnel carefully, ducking her head now and then to avoid the roots which hung from the tunnel roof. The further in she got, the closer the air became, smelling putrid and stale. She turned to look over her shoulder every few paces. The tunnel seemed endless and she began to wonder whether or not she ought to turn back. The silence was beginning to oppress her just as the passage ended, opening into a room.

"Nox!" she whispered again.

The room was dark, but there was still enough light that she could see. The paneled walls were covered in mold which left a tang in the air. Penny coughed as she cautiously walked forward. Broken picture frames lay strewn here and there along the passage. One of these still had part of a canvas and as she bent closer to investigate, she stumbled over what looked like a broken chair leg and hit her head on the wainscot. She coughed and spluttered at the dust and mold now flying round her face. She turned away from the wall, clumsily trying to clear the air with her hands when she came upon a staircase and stopped.

"You've come this far, Pen, might as well go on," she said aloud, trying to give herself something to concentrate on other than the butterflies taking flight in her stomach.

Penny climbed the old and narrow staircase, careful to keep her footing and not get tangled on the torn chunks of carpet that had once covered the stairs. At the top she found a door. Still holding her wand, she opened the door slowly and entered. It looked like a drawing room, but the furniture was tattered, many pieces smashed and scattered about the room. The paper on the walls was falling off and looked as if someone, or something, had tried ripping it off at some point. Sections of the walls were scarred with deep grooves revealing the rotting wooden studs beneath. There was a bed as well, just as badly torn as the sofas and chairs, with dark splotches on it, some small, others as large as her schoolbag.

"What on earth?" she said. She turned as she got closer to the bed and there, in the corner, was a piano. Sudden joy flushed through her and she raced to it. It was in pretty bad shape. She touched a few keys. The hammers struck wires, badly out of tune, but each key seemed to work. She smiled again, put her bag down on the piano bench, and lifted the piano cover.

"Lumos!" she said again, washing the piano's strings in clear light. She set to work tuning it, casting a simple charm tying her long hair back. She worked happily for nearly half an hour, oblivious to the sound of the wind outside the darkened windows, and to the memories of school, and of her tears and frustration.

When she'd finished, she put her wand away, and sat down gingerly on the bench. She caressed the keys; she hadn't played since the summer, but she needed to. She closed her eyes and let her emotions, still fresh, still raw, surface just enough to fill her heart, her mind, her hands. And she began to play, letting her pain and anger fill the instrument and the room with Chopin's etude in C minor.

She'd been playing fully five minutes when she opened her eyes and found herself staring into the horrified eyes of Remus Lupin. Her fingers faltered.

"What are you doing here?" his strangled voice demanded.

His tone clearly told her she was not wanted, that she had no right to be here. But the power of the song had filled her with renewed strength.

"What do you care?" she answered, glowering at him.

"You've got to leave. NOW!" he roared, stepping forward and grabbing her arm, lifting her from the bench.

"Get off!" she protested, digging her heels in to stop him pulling her. "You're hurting me, get off!" she screamed again, grabbing at the piano to try and gain some leverage. But still he held on.

Suddenly she let go of the piano and he stumbled backwards. She took her chance and shoved him as hard as she could, knocking him into a nearby rickety chair.

When he didn't get up right away, she stepped forward.

"Remus?" she asked tentatively, crouching to try and see his face. His breathing was fast and ragged and it sounded like he was…growling.

His head shot up suddenly but instead of his face, she saw….teeth, sharp teeth, and the fiendish, feral eyes of an animal….a wolf.

"Werewolf?" she whispered, feeling smaller than she'd ever felt in her life. "Remus?" she asked again, and stretched out her small hand to touch his arm, but at this the werewolf screamed in her face.

She jumped backwards as the werewolf leapt towards her. She slammed into the piano bench but didn't feel it.

"Out! I've got to get out!" she thought quickly, and dove under the piano, out of the werewolf's reach.

She kept low to the ground and shot from beneath the piano, out to the middle of the room. The werewolf jumped in front of her, blocking the doorway. He towered over her, snarling, his darkening eyes fixed on her with large, undefined pupils. Penny couldn't believe it; her friend was gone leaving behind this immense brown beast with razor sharp teeth in a salivating mouth, who now arched his back, ready to strike. She jumped backwards again turning around in mid-air, headed for the wall, intending to hit it with her feet.

"If I can just get enough spring from it to jump past him," she thought wildly.

Penny hit the wall and pushed, turning her head just in time to see the werewolf's mouth heading straight for her. She reached out her hands and scratched as hard as she could as she passed his face. The werewolf howled in pain, but she kept running. Out of the room, down the stairs, and down the passage. She dimly registered that the tunnel seemed brighter and clearer this time, but still she ran. She dared not turn her head to look; there was no need. She could hear the thunder of the wolf's feet bounding after her.

"Almost there!" she thought as she saw the light at the entrance at the base of the willow.

"I've got to hit that knot!" she thought desperately. "But then what? Can't go back to the castle with a werewolf at my heels," her mind raced. "Think, Pen, think!" she screamed at herself.

There was no time. She reached the entrance and stopped just long enough to hit the knot. She took off again at once, towards the Forbidden Forest.

"If I could lose him there," she reasoned, "he might go and find other werewolves...he'd forget about me." It was the only plan she had, but she was starting to tire. She risked a peek over her shoulder to see where he was; she staggered at how close he was, adrenaline racing through her so she could keep going.

She streaked passed Hagrid's Hut and sprinted into the trees. She ran, but it was too much, he was gaining on her. The wolf let out a howl that made her hair stand on end. Penny mustered what strength she could and leapt at the nearest tree, scrambling up into its branches. She stopped, gasping for air, and held onto that tree with arms and legs, trying to dig her nails in to make sure she didn't fall. She didn't dare look down; she didn't have to. He was there, leaping up, trying to get her, howling and growling at her because she was out of reach. Surprised, and relieved at her luck, she felt herself smile and look down, laughing in what sounded like a hiss, she was still so short of breath.

He stopped jumping up and started pacing at the foot of the tree, refusing to leave.

"Give it up, Remus. You couldn't catch me, that's all," she said, her voice sounding strangely strangled to her ears.

The wolf's head jerked up and she could see him glowering at her. He let out a bark and flung himself bodily at the tree. The force of the blow shook the tree so violently that her feet slipped from the branch.

"NO!" she screamed, clutching at the trunk with her arms.

He saw this and threw himself at the tree again. Her fingers slipped and she felt herself falling. Again, she managed to turn in mid-air, screwing her eyes closed in terror and when next she knew, she was clinging to the wolf's back, digging in with all her might, trying frenziedly to hang on. Again, he howled in pain and frustration, frantically trying to buck her off.

Suddenly, he managed it and she saw his form shrinking as she flew backwards through the air, before she crashed, back first, into a tree. She dropped to the ground and lay there, aching and motionless, the wind knocked from her.

She struggled to open her eyes, and when she did, she saw his hulking form coming nearer.

"Oh, no," her addled brain thought.

The wolf stared at her, cocking his head first to one side, then the other. He came closer and sniffed her. He whimpered. She felt his tongue lick her face, and his cold snout trying to lift her head. He began to whine, and when that wouldn't rouse her, he let out a howl; a long, solitary note, full of sadness.

When next she tried to open her eyes, Penny thought she saw sunlight filtering through leaves. She tried to push herself up, but the pain was unbearable; she ached from head to toe, and with a small cry felt her head drop to the ground again.

"I don't know," she heard. "I tried to get her out."

"Remus?"

It seemed he was talking to someone, but she couldn't make out their words. Then she felt gentle, shaking hands reach under her head and waist and lift her up.

"Penny?" the voice quavered, closer now. "I'm so sorry."

Penny turned her head on the pillow. More voices, whispering this time.

"You should've told her, mate. She'd've worked it out, too." The voice sounded like Sirius'.

She couldn't hear the response. She felt a hand across her forehead, brushing back her hair.

"She outran you?" another voice said.

"And you're sure she was calico?" the voice nearest her head said, excitedly. "Mum's going to freak!"

When at last Penny opened her eyes, it was dark again. She blinked a few times, trying to figure out where she was, and pushed herself up gingerly into a sitting position.

"Ow," she whispered. She was in the hospital wing. She still ached, but she was feeling much better.

"Pen?" a voice to her left said.

She turned and there was Remus, sitting up, watching her with frightened, veiled eyes.

She tilted her head and smiled. "You're a werewolf," she stated quietly.

He smiled sadly, swinging his legs over the edge of his bed, and stood up. He crossed the space between them and sat on her bed.

"And you're an animagus," he said.

Her mouth dropped open. He chuckled at this.

"A cat, a calico actually. And you've got really sharp claws," he finished, drawing his legs up to hug them.

"James scared me once while I was sitting under a tree reading," she said. "I bolted into the tree."

"Yeah, he told me."

"Did he? We didn't think I could do it anymore; I'd only done it that once."

"You can do it," he said softly. "Professor McGonagall had to do the charm to bring you out of it," his voice quavered at this.

"You didn't attack me after I fell," she stated. "Why not?"

"Well, you were a cat for one…but," Remus thought a moment, biting his lip as he did so. "I'm not really sure," he answered. "I think it was because I knew it was you. I felt, I don't know, like myself almost last night," he paused. "I was so scared when I saw you at the piano, but when I saw you turn into the kitten, it was like I became me again somehow. And the longer I chased you, the happier I became," he stopped again.

He'd lowered his head onto his knees so that Penny had a hard time hearing him. When she reached out and touched his leg, he looked up at her, tears rolling down his cheeks. It was her turn to bite her lip.

"I didn't know how to make you understand," he continued. "So I threw myself against the tree, to shake you out," his voice hitched again. "I never meant to hurt you, Pen," he whispered thickly.

She gave him a watery smile and got one in return as she inched her way forward to rest her chin on his knee and hug his legs too.

"It's OK," she said simply, turning her head to rest her cheek now.

He looked surprised at this.

"Really?...You…you're still my friend?" he asked.

"I suppose so," she answered, quiet glee in her voice. "I did let you throw me against that tree."

He gaped at her answer, and then started to laugh.

At this, Madam Pomfrey came over to shush them back into bed. After talking her into letting them push their beds together, Remus and Penny laid heads on pillows, and fell asleep hand in hand.

Remus smiled contentedly as he let out a soft sigh. He held Penny's left hand in both his own, holding it up to his lips as he gazed down at her face. Her eyes were still open, still blank, now seeming to look at his chest as he sat in front of her turned face. But they were open, and that was something.

The door to room 3 opened quietly, but not silently enough so Remus didn't hear Madam Rook bustle into the room to light the evening candles, and remind the young man that visiting hours were over.

Remus laughed quietly into Penny's hand and said, "Here comes the brigade."

Madam Rook saw that he'd opened the window, so she walked over to close it.

"I'm sorry, Mr. Lupin, but Miss Penelope needs her rest now," she recited as she closed the window and drew the curtains.

He closed his eyes as he kissed Penny's hand, first the top and then her palm, then lowered it gently across her stomach. And when he looked down at her again as he stood to gather his things, he thought he saw the ghost of a smile try to dance round her mouth. He watched...Perhaps a trick of the fading light.

Madam Rook turned from the window as Remus stepped aside, intending to walk over and light Miss Penelope's bedside candle and found herself staring into her young patient's eyes.

"Oh!" she gasped.

Remus smiled as he shrugged his cloak back on.

"It seems I'm doing her some good after all, Madam Rook," he said quietly.

He turned while the healer blinked and spluttered, bent down and whispered something in Penny's ear, and kissed her forehead.

As he straightened, Penny closed her eyes, turned her head again and sighed deeply.

"Good night, Madam Rook."

Author's note: Frederic Chopin, Etude in C minor, Opus 10, No. 12