Here's chapter two… Lily is in Ravenclaw, sixth year, by the way. Forgot to mention that last chapter. Thank you to all my lovely reviewers, big hugs.

"Mr. Black?" Sirius looked up at the call of his name, thankful for a distraction from the impossible Transfiguration essay he was working on. It was Professor Slughorn, looking uncomfortable as Madam Pinch's eyes followed him around the library.

"Er, yes Professor?" Sirius said, removing the heavy book from his lap and putting it on the table next to him. Professors didn't usually wander around the library for no reason. Hopefully this wasn't about the wombat that was released in his office. But how would Slughorn know that was him?

"Well, I have been looking over your grades, and since they are quite good, I was wondering if you would mind tutoring someone for me? I would do it, but I am completely bogged down at the moment." The Potions Master said quickly. Sirius had never tutored anyone, but quickly came to the conclusion that it wouldn't be hard to teach a whiny little kid not to add the worms until you take the cauldron off the fire. So Sirius raised and lowered one shoulder indifferently. Slughorn smiled.

"Very good. You can use the Potions classroom. Tonight, after dinner?" When Sirius again more or less agreed, Slughorn trotted off self-importantly, scurrying past Madam Pinch.

After a moment, Sirius realized that Slughorn hadn't mentioned who he had been tutoring. Well, Slughorn wasn't stupid enough to put him with someone he didn't like. It was probably just a thickheaded third-year Hufflepuff that no one else wanted to be around.

But Sirius's anxiety grew during dinner. Maybe Slughorn had purposefully not told him who it was, because it was someone he wouldn't enjoy. He felt his face grow pale. Lupin had always needed help from Gryffindors at Potions, hadn't he? Quite a useless, stupid boy, really, Sirius thought. But Slughorn would know better than to put him with Lupin. All the teachers knew that Slytherins and Gryffindors hadn't gotten along. And Sirius had always had a wary respect for Slughorn- he seemed like a nice enough guy.

It was quite strange, actually, then, that the head of Slytherin had gone groveling to a Gryffindor for help. Shouldn't he have gotten a Slytherin? Unless none of the Slytherins had wanted to work with the person. Which meant it was a Gryffindor. Or, you know, a Slytherin that none of the Slytherins liked. Like, say, Lupin. If it was him, Sirius vowed to release more wombats.

Sirius's worst fears were confirmed when he stepped into the Potions dungeon. Lupin was sitting there calmly, twirling his pencil in his fingers, staring at the textbook lying in front of him.

"Oh no! Slughorn is a sadist! Why would he put me with you?" Sirius cried aloud immediately. However, Lupin smiled pleasantly. He stood up and approached him, his hand held out to shake.

"I asked for you. Your brother told me you were quite good in Potions." Lupin said. Sirius blinked several times, and then shook Lupin's hand suspiciously. Who shakes hands? Honestly, Sirius thought.

"Alright… then…" Sirius said, pulling his hand quickly from Lupin's. "What potion are you working on or whatever?" How was he supposed to teach this…Slytherin? He couldn't teach anyone, let alone some little annoying fifth year. He should just walk out now. But something kept him there. Probably my high moral standards, he thought amusedly.

"The Befuddlement Draught. I have all the ingredients…" Lupin said uncomfortably, realizing that Sirius wasn't exactly thrilled at doing this job. Quietly he sat down in front of the cauldron and waited for Sirius to instruct him.

Sirius sighed and took a seat near him. "Alright, well, start up by chopping the scurvy-grass."

xo

It was a very tenuous and painful experience for Sirius. Teaching was not his forte. He couldn't help but get frustrated when Lupin did something blatantly wrong, and when he was trying to explain something, he just got more frustrated. Words weren't his forte, either, apparently. He couldn't understand what was so complicated.

After Lupin caused the third cauldron to explode, Sirius began to suspect he was doing it on purpose. His errors were too obvious and clumsy for lithe little Lupin. Probably he and Slughorn had a Sadist Meeting to ponder the best way to torture Sirius.

Finally, Lupin got a passable potion. He looked eagerly to Sirius, like he was expecting to have to start over again. Sirius just pursed his lips and stood up.

"Alright, well, that's good enough. Anyways, it's getting late. Surely it's past midnight…" Sirius drawled, edging for the door. Lupin looked put out and glanced at his watch.

"It's only nine thirty. And it's not the correct shade of pink, so don't you think we should start over?" Lupin asked hopefully. Sirius glared at him.

"No. I have other things to do, you know. I'm a very important person. I have places to go, people to meet!" He snapped, before stalking out the door. Lupin sighed loudly and began to clean up.

Unfortunately, that wasn't the end of it. Slughorn was now asking Sirius to tutor Lupin nearly every night. On the seventh night, Lupin somehow finished his Sleeping Potion quickly, and feeling vindictive, Sirius asked him to test it.

"Wh-what?" Lupin stuttered, eying the thick potion fearfully. Sirius grinned wickedly.

"Taste it. To see if it works. Just a little. It won't hurt you. If you did it correctly, that is." Sirius said, trying to stop himself from laughing out loud. Lupin stared, and didn't move. To egg him on, Sirius dipped his finger in the creamy, blue potion, and offered it out to Lupin. After a few more encouraging comments from Sirius, Lupin licked it fearfully.

For a moment, Sirius was mesmerized by Lupin's tongue running against his finger. But he quickly shook it off, and returned to his smug look as Lupin's eyelids fluttered indecisively, his lower lip drooping, his head rolling around on the neck. Sirius watched in glee as Lupin rested his head on the table.

After a few minutes, Sirius realized that Lupin didn't look like he was waking up any time soon. He carefully prodded the other boy's shoulder, and when that heeded no result, shook it gently. There was still no reply.

Making an annoyed sound, Sirius grabbed both of Lupin's shoulders and shook him violently, while calling his name. After three minutes of this, he paused, looking at Lupin's still face. He was rather good-looking, in a Slytherin sort of way…

"GOT YOU!" Remus yelled. Sirius let out a strangled wail and toppled backwards over a table. "Oh sorry…" He heard Remus add next, and then felt Remus pulling him upwards into a sitting position. Just looking into his amused eyes, Sirius finally snapped.

xo

"You are so useless! I have to go now, find someone else to tutor you!" Sirius remembered saying, as he reflected back, lying on his bed. He remembered the look on Remus's face easily, like it had branded on the inside of his eyelids. Remus rarely showed any intense emotion, but the sudden anger and gloom in his eyes broke the rule.

When Slughorn approached him at the end of Potions the next day to tutor Remus again, Sirius told him no with as much defiance as he could manage, while imagining an army of furry wombats nibbling the Potions Master to death. Slughorn looked surprised at this sudden change of plans.

"Remus told me things were going very well!" He said pompously before bustling off.

xo

Later, from the grape vine (or really, Sirius just asking everyone he knew) Sirius learned Remus got Lily Evans to teach him. The love of James's life, Lily. James was nearly as upset as Sirius, because Lily would never help him. Both of them reacted the same to the news- vicious teeth grinding and stalking off.

Sirius was curious. He couldn't help it. So curious that he stole James's Invisibility Cloak while he was studying. He wrapped himself in it and stole down to the dungeons without running into anyone other than Peeves, who didn't even look up from chasing Moaning Myrtle in a circle.

Sirius stood outside of the room that he had taught Remus in. There was no sound, except for a slurping noise. Sirius's eyebrows furrowed, and he peered inside.

Remus and Lily were snogging. Right in front of him. Ew. Not only were they snogging, but they were snogging on a table, with the cauldron empty and abandoned.

Sirius left quickly, before they heard him shouting angrily. He went so quickly he was nearly running, but no one heard him. He burst into his dorm room, tore off the cloak, and stuffed it deep into James's trunk, vowing never to use it again to go check up on Remus.

xo

Unfortunately, the vow didn't last long. The next night, Sirius took James's cloak out of his trunk, and put it in front of him on the bed. He watched it solemnly, wondering whether or not to use it.

The time ticked by. He had missed dinner. He stared at the silvery cloth. Lily and Remus would have started working by now. Finally, he pried his eyes away from the Cloak and looked at his watch. It was nearly nine thirty. They would probably be done by now.

Sirius couldn't stop himself anymore. He threw the cloak over his shoulders and snuck down to the dungeons. He waited outside the door for a few minutes, and then it opened. Remus walked out, his arms draped around Lily. Sirius tried to restrain himself from pulling them apart.

He trailed them as they wove deeper into the dungeons, and then finally reached a blank wall that Sirius knew to be the entrance to the Slytherin common room. Remus whispered the password and it let them in.

The room was pretty much empty. Remus sat down on a huge armchair, and Lily curled up in his lap. Sirius felt mildly nauseous, and so he crept out.

It was in the moment when it felt wrong to see Lily sitting on Remus's lap, Sirius admitted something was up.