Declaimer: I am not J.K. Rowling, nor will I ever be. I also do not own any of the characters, or stuff like that...

I got this idea from Prisoner of Azkaban (movie) just so you know...enjoy!

Chapter 1:

Harry and Lupin were standing on a bridge near Hogwarts castle sometime in late November. Hermione and Ron were out in Hogsmede village, having a wonderful time without Harry no doubt, but Harry wasn't too upset about the situation. He liked spending time with Lupin; It made him feel confident, like his father had once been...or so he had heard.

The silence that lingered between then was neither awkward or overwhelming, but understanding; Almost as if they could feel each others emotions. Lupin finally broke this silence with a statement that Harry was not expecting:

"You know Harry", Lupin began, "the first time I set eyes on you, I recognized you at once..."

Harry rolled his eyes at this. He heard this far too often, and he hated the way people stared at his lighting bolt scar above his right eye almost everywhere he went. 'Well of course you recognized me', Harry thought to himself. 'Who else do you know who has a bolt of lighting carved into their face?' He had tried to hid it on numerous occasions but it seemed to always find its way past his untidy, jet-black hair that dangled freely above his sparkling emerald eyes.

Lupin saw Harry's reaction and continued, "Not by your scar...but by your eyes..." He said this almost longingly, as if trying to bring back a memory that had been pushed to the back of his mind. "They're your mother Lily's."

Harry was taken aback, and without meaning to, jerked his head towards his professor with a questioning look on his face, longing for more information about his mother. He had heard so much about his father, James, being an amazing seeker, wizard and troublemaker, but almost never anything about his mother, Lily.

"Yes", Lupin continued, reassuring that his statement was, in fact, true. "oh yes, I knew her..."

His voice was soft, and sounded as if he was being lulled into a long needed sleep as he continued, "Your mother was there for me at a time when no one else was. Not only was she a singularly gifted wizard, she was also an uncommonly kind woman. She had a way of seeing the beauty in others, even , end perhaps most especially, when that person could not see it themselves..."

.:FlAsHbAcK:.

Remus gazed longingly at the slender figure of a 15 year old Lily Evans. Her thick red hair grazed the parchment on her desk as she madly scribbled the notes form the lesson that day in Potions with her long quill. He wanted to hold her, kiss her, feel her heartbeat against his, but most of all to love her and have her love him back...

"Impossible.", he mumbled to himself, a bit louder then intended. He knew that James fancied Lily, though he never admitted it aloud, though it was obvious. Though Remus had liked, no, loved Lily since their first year of Hogwarts, It still felt like he was betraying his best friend by even thinking about being with her.

His 'impossible' ended up being just loud enough to catch the attention of Lily, because the next thing he knew, she looked up from her notes with her sparkling emerald eyes to see him staring at her. Snapping back to reality and slightly embarrassed, Remus clumsily turned away, bumping his knee into the desk in the process. This made his pale cheeks turn pink as his embarrassment increased, so he tried to cover his face with his strawberry blonde hair that reached to the tips of his ears; He had no success. He slowly turned back to Lily, half expecting to find her with her soft lips pursed while shaking her head in disgust, but she was smiling at him. He brushed his hair away from his eyes as a large grin erupted on his face from ear to ear. Though they were in the dark and dank dungeon of the castle, Lupin had never thought she looked so beautiful and glowing.

As soon at it had come, his smile faded as Lily turned her delicate face away from him to turn to none other then the charming clever James Potter, who was whispering her name.

"Evens!" Remus could hear James whisper, "Evans, catch."

A not folded into the form of a snitch fluttered from James' palms and into Lily's with one gently blow and a tap of his wand. Lily caught it out of the air just before the professor could see. She quietly unfolded the note under the desk and began to read. She bit her bottom lip, trying to hold back a smile, and her cheeks turned pink. Once she finished, she turned back at James who winked casually yet flirtatiously back at her. She nodded her head as she finally released her lip to release her smile. It broke Remus' heart that he was too shy to make her smile like that at him. He knew Lily longer and better then James, yet he hadn't the confidence or charm to do so.

'What does he have that I don't?' Remus asked himself. 'Oh, how about looks, personality, talent, and the fact that he's not a werewolf...'