Startled, Tonks lept up.

She could feel her heartbeat in her throat, and an icy cold dread rose in her stomach as she recognised the presence of Dementors. Plunging her hand instinctively into her robes for her wand, she caught herself just in time, the words "Expecto Patronum" half-formed on the tip of her tongue, as she heard a hoarse voice next to her echo them.

She sat down rigidly. She'd nearly blown her cover.

Fortunately, the rest of the carriage hadn't seemed to notice in the wake of the Dementor intrusion. Everyone was crowded around Harry, who was whimpering on the floor, gently being roused to consciousness by the Professor.

"Here." Without thinking, she had taken her half-eaten bar of Honeyduke's chocolate from her jeans pocket and offered it to the Professor to give to Harry. For a moment he looked at her, a curious mixture of surprise and admiration in his warm brown eyes. She blushed under the intensity of his gaze and stammered,

"I..I mean for Harry..it's..the Dementors...you know..", she shrugged and turned to the window, embarrased that the entire carriage was now staring at her, and positive she'd just given herself away. It hadn't been until Auror training that she'd learnt about the chocolate!

She still felt the heat of his appraising gaze linger. If only she could inconspicuously cast a freezing charm on her burning cheeks! After an eternity, the Professor's tired face broke into a small smile.

"Why, you must be the cleverest witch of your age I've ever met!"

She noticed Hermione make a sound that could have been protest or jealousy. The professor continued,

"Not many young witches would know to administer chocolate at a time like this."

This is it, thought Tonks. Now he'll say that I can't possibly be a...

"You'll have to let me know what house you're in. I'll be sure to award ten points for excellent applied knowlegde."

He winked, and turned back to Harry. A few minutes later when he was sitting, somewhat shakily in his seat, the Professor turned to Tonks for the proffered chocolate. His thumb brushed her forefinger as he took it from her. It was long and calloused, with a jagged scar near the nail. As it brushed, Tonks felt something unfamiliar in her stomach, like she had shallowed a chocolate frog mid-jump. She felt a blush creep into her pale cheeks again.

"I'm sorry, I don't believe I introduced myself. I am Professor Lupin. I will be your new Defence Against the Dark Arts teacher."

Professor Lupin was addressing the carriage as a whole, and Hermione immediately jumped into conversation with him, introducing Harry, Ron and herself.

"And who is this intelligent young witch?"

Tonks realised, with great surprise, that he was refering to her!

"I'm Tonks", she managed a smile, but felt her blush deepen.

"Tonks? That's a highly unusual first name. Though I'm hardly one to talk myself..."

"It's not my first name." Tonks interrupted, wondering if it was possible to become any redder. What on earth was the matter with her? She could feel the blood pounding in her cheeks.

"Oh, no?"

"No. But I despise my first name, so please just call me Tonks."

Lupin chuckled a little, "As much as I would like to oblige, I'm afraid, as your teacher, that will not be possible." He waited for her reaction, and when she began to pick obstinately at the hem of her robes, he assumed a playful tone of voice,

"I'll tell you mine if you tell me yours..."

A giggle slipped out of Tonk's mouth before she could stop it. His deep brown eyes had sought hers out, and she found herself telling them,

"Alright...it's Nymphadora"

She spoke at almost a whisper. But the others, who had been half-listening to the conversation, caught her name, and Ron audibly stiffled a laugh. However, Professor Lupin replied with sincerity, still not breaking the shiver of energy that seemed to be passing between them as their eyes remained locked,

"That's not so bad at all. Quite beautiful infact, in my humble opinion." For a second, there was silence between them, and Tonks felt like the bottom was falling out of her stomach. She was suddenly self-conscious of how violently violet her hair was, and wished she'd had time to brush it.

"And my name is..." he moved a fraction of an inch closer to whisper, "Remus", and Tonks found herself inhaling deeply to see what he smelled like. Musky. Delicious.

With a slight jolt, the train stopped. Harry, Ron, and Hermione moved immediately to grab their belongings, chattering excitedly. Tonks reached for her case, pleasantly dizzy, and felt Remus Lupin behind her, lifting it down.

"Thanks" she murmured, and ducked out from under his arms, grasping the handle tightly.

"You're most welcome, Nymphadora"

Her scowl stopped before it formed, when she saw the twinkle in his warm brown eyes. She felt a foolish grin spread across her face, but didn't care.

"I'll see you first lesson, then Professor" she bubbled, and skipped out of the compartment. Tonks hurried to catch up with Harry, inwardly glowing at having not tripped over her case until she was safely out of his sight, on the platform

Author's Note: Before you judge Remus and think him a bit of a dodgy old bloke for even entertaining the idea of flirting with a third year student, I should explain something that I wanted to put into the fic, but at the moment I don't know if it'll fit anywhere...

Tonks is entering the third year because her mission is to keep an eye on Harry. But in her "cover persona" she is the age of a seventh year student, and has been allowed into the third year because she's never studied magic before. Thus, Tonks is able to mostly keep her natural appearance, maybe morphing a few years off, and just look like a seventh year who looks old for her age. ;)

Hope that clears up any issues about the integrity of Remus' good character!

Second Note: Great big, loving thanks to those who reviewed theprevious chapter - Mouseykins and gothicpotter. Your kind words are very much appreciated. :)