Hi lovely people!

I am sorry I left you hanging last week. :( I was very sad not to write, but that's just how it goes sometimes with school. I'm at that point where I hve a bunch of things due at the same time :(

SO I decided to write this moments chapter as my apology and to give ya'll something to read while I finish this week's chappy! I've neglected Lupin and he was up for a moments, and it felt like a really nice change in pace. I'd kinda forgotten how much the dynamics between Penny and Snape had changed, she's been relying much more on Snape now that he's gotten himself together(kinda) and admitted he's stuck with her! But it wasn't always so! Lupin was actually the person who taught Penny to trust (your welcome Snapey bbe) lol and I thought it'd be good to revisit that, and I just LOVE the third year, it's actually my favorite book :)

Thanks for being the lovely and engaging community you are. I always get way too happy at reading your thoughts and am overjoyed to have you on this journey. Alright, chat soon!

It was Saturday and Penny was laying on the floor beside the fire in Professor Lupin's office. Being winter, Penny loved sitting by the fire because she was often prone to feeling especially chilly. Her head was on a very well loved pillow that Penny imagined had been embroidered by Lupin's grandmother Squashed beside her head of red hair on the pillow was Lupin. They'd been laying side-by-side like this for most of the day, only moving to reposition themselves to find a more comfortable position to read their books.

After learning that Lupin was interested in Muggle literature, Penny had begged to have a reading day where she would let him read any of the many novels she'd managed to get her hands on over the years and always brought with her to Hogwarts. To Penny's surprise Lupin had agreed with a smile, and on Saturday morning she'd found his desk covered with all sorts of snacks and beverages, and a very comfortable looking reading set up before the fire, complete with a warm fuzzy blanket and more pillows than Penny had ever seen before.

Regardless of the many pillows to choose from, Lupin had still chosen to share Penny's pillow, his large, very warm frame pressed against Penny's, making her very distracted and very warm. At the beginning of the day, Penny had found it exceedingly hard to focus on The Picture of Dorian Gray , finding her mind eagerly wandering to focusing on the much too muscular upper arm pressed against hers and the slow rhythmic breathing of Lupin that told her he was much more entranced by his novel, Frankenstein. It was an arduous battle with herself, one Penny knew she needed to get ahead of, but admittedly, she turned several pages without reading them for fear Lupin would become wise to her.

Compared to herself, Lupin was a very fast reader, meaning he was a long ways ahead of her by the time they paused for lunch, though Penny had put forth real effort to focus on her book.

"You are much too attentive, Penny. I've seen it many times in class," Lupin laughed when Penny pointed this difference out.

"What's that mean?" Penny asked, her eyes narrowing dubiously.

"You're a purist at heart. I remember you quoting the argument of Professor Cox on counter curses and when I looked later, I confirmed you'd recited it word for word," he reminisced, shaking his head in amusement.

"It's his argument!"

"Yes, but you are a bit fastidious, aren't you?"

Not liking where the conversation was going, Penny glowered at her plate. All the dreams of her 13-year old heart were being dashed. She just wanted to look deeply into Lupin's warm brown eyes and quote annoying romantic lines while eating a picnic with the most handsome man she'd ever laid eyes on. Instead, she was to endure his making fun of her because she read too slow.

"I'm just saying, not every word in the sentence matters, it would save you a lot of time and effort to learn to skim and get the general idea-"

"Skim!" Penny said, incredulously. "And fill in the rest with what my own feeble mind would imagine? And what learning would there be in that!"

In her disgust by such a suggestion, Penny had to put her tiny sandwich, which Lupin had cut the crust off and shaped into triangles, down, feeling much too upset to eat.

"Penny, my Penny, you really are an anomaly, aren't you?" he said, affectionately, pouring some more tea into her cup.

The words were the icing on her mortification, causing her to despair even more. She did not want to be an anomaly, she wanted to be as enticing as she thought he was!

"I truly doubt I am the only person who believes in reading thoroughly ," Penny replied, bitterness ripe in her tone.

"Are you accusing me of being a lazy reader?" Lupin complained, tapping his sulking bottom lip.

"Maybe," Penny said, doggedly.

"To save my dignity I suppose I'll have to pull the professor card and veto your accusation."

"You think that will work, do you?" Penny said, her eyebrow arching in challenge.

A smirk playing at the corners of his lips he leaned toward her, "I think you are incapable of dismissing anything a professor of yours says without intently considering it. It's your one weakness and I find myself quite happy to use it to my advantage."

"Every professor? No, no, sir, you are quite off the mark," Penny said, leaning forward to meet him in the middle of the desk.

"Am I now?" he asked, his eyes widening in honest interest.

"It's really only your every word I hang on, I wouldn't want to miss anything," Penny admitted with a lopsided grin.

"That's not very fair," Lupin frowned. "You've gone and made me blush, how am I supposed to tease you if you flatter me?"

It was Penny's turn to frown. "That wasn't flattery, I was being serious."

"I know you were, that's the problem," Lupin sighed, running his hand through his hair. "I often find myself wondering if your time might be better spent elsewhere, if there isn't someone better suited to cultivating that mind of yours."

The words struck Penny dumb, she stared silently at Lupin's conflicted face uncertain how she was to interpret such a statement. A problem? He felt this was a problem? The thought sent the eager heart within Penny spiraling into distress. Unsure how she was supposed to respond, Penny sipped her tea and the two remained silent until Lupin suggested they return to their reading.

Lupin pressed beside her served only to force her to obsessively mull over his words, turning the pages of her book only from habit, but registering nothing. Did Lupin dislike how often Penny took of his free time? It'd never crossed Penny's mind that she was intruding on Lupin, he was always so welcoming, and it felt to Penny, at least, that he enjoyed their time together as much as she did. The thought that this wasn't the case, it left Penny feeling sick.

Being uncertain of his meaning was driving her crazy, the ticking of the clock tormenting her as she realized that time was pressuring her to figure out how to broach the subject again before he was forced to send her on her way back to the Gryffindor common room. The only problem was, Penny had no talent for talking about her feelings, and finding her voice was proving to be annoyingly troublesome.

She didn't want to say the wrong thing, or worse yet, sound like a desperate annoying girl. No, she wanted to properly articulate her thoughts, but everything she thought of saying just felt lame.

"I find it quite interesting how much you struggle to voice your emotions when they appear so effortlessly on those adorable features of yours."

Startled, Penny's arms flung out at weird angles, the book flying from her hand and her body coming slightly off the floor. She turned, red face toward Lupin just as a soft chuckle escaped his lips. Apparently, she hadn't noticed when he'd set his book down and turned over to watch her.

"What?" she said, dumbly, even more heat rising to her cheeks when she realized how close he was to her, his nose centimeters from her own.

"I've upset you, so I ask you to tell me how, so I may plead my case," Lupin said, his features crinkled in worry.

"It's-it's not like that," Penny stammered.

His brown eyes searched her face, but he remained silent, giving her the space to gather her thoughts and to let her know he was listening.

"If I've been bothering you, I didn't mean to. You're just unlike anyone I've met before and I can't help but want to know about your likes, dislikes, all your thoughts really. Maybe I just got a little carried away because I've never had anyone, well I've always had Harry, but never someone to teach me things or to ask me what I think." Penny said, staring intently at her fidgeting fingers. "This time with you, it's special, something I always envied other kids for experiencing," Penny added.

"But surely your aunt and uncle. . ."

Penny snorted in derision. " My aunt and uncle like no one less than they like Harry and I. Just because we share my mothers blood doesn't make us family. Sometimes I think this," Penny said, gesturing between the two of them, but still not meeting Lupin's eyes, "is what having a parent might feel like."

When she finished her sentence, silence met her ears, making her realize how ridiculous she must sound. It made her greatly regret sharing, Lupin was a professor with hundreds of students, he was paid for this and probably not enough to listen to her confess her orphan trauma.

"Stop thinking whatever it is that's going through your head to make you look so afraid," Lupin said, almost sternly, coaxing her chin up to meet his gaze. "I absolutely forbid you from feeling as though you shouldn't share these things for me, I am honored you'd want to share them with me in the first place, and I want you to know you can trust me never to reject or belittle these precious thoughts of yours."

Breath catching in her chest, Penny nodded as Lupin moved the hand from her chin to clasp her hand in both of his. "Your aunt and uncle have robbed you, and it pains me to think you've been made to feel that way. Having said that, I must apologize, it seems you misunderstood my meaning earlier. You are not bothering me, nothing could be farther from the truth. What I meant was, a mind as brilliant as yours, it deserves far more than a feeble mind like mine can offer you, but I am a selfish man and must confess the prospect of you spending your time elsewhere makes me miserable."

"Well then, I guess it's lucky for both of us that I like nothing better than hanging out here and drinking all your tea," Penny smiled, her heart feeling so light and so full of jubilation that she thought it might just float out of her chest and join the stars in the sky. "However, if we are making rules, then I forbid any more self-deprecating talk. You will accept my authority on the subject when I tell you that you are the most brilliant, captivating and lovely man I've ever met, and that no one has taught me more than you." Penny finished, wrapping her other hand around his.

"I think Professor Snape might have a thing or two to say about such a proclamation," Lupin winked.

"What he doesn't know, he can't complain about," Penny smirked.

"How diabolical of you. I suppose that means I can't brag, though," He said, pouting jokingly.

"You believe me then?"

"This heart of mine could hardly resist such a declaration," he smiled. "Your words have made an old man much happier than he deserves-much happier than he ever imagined he could be," Lupin corrected when Penny's eyes narrowed dangerously.

"Then, do you think we could do this more often?" Penny asked, tentatively, her grip on his hand becoming subconsciously tighter.

"Oh, I don't know, if I allow such a thing your tea drinking habits might make me destitute," he replied, looking to the ceiling as though intently considering his options.

Penny instinctively pulled her hand free and poked him in the belly, even though he hadn't anticipated the attack, she found it rippled with muscles and much firmer than she expected. The poke still caught him off guard though, and he laughed like someone who'd been hit in their ticklish spot.

"You know, when you respond with that irresistibly grumpy face of yours, you make it really difficult not to tease you," Lupin grinned, capturing her hand again.

"Then play fair and accept the consequences of arousing my displeasure," Penny panted, struggling against Lupin's grip, determined to poke him again.

"Absolutely not. I play to my advantage, always ," he said, openly laughing now.

"Then I'll play to mine," Penny grinned.

Bending her head towards his hand, she licked the top of it, dropping a large gob of spit as she went. As soon as he registered what she'd done, his hands flew away from her, Lupin letting out a disgusted noise as he wiped the back of his hand on his shirt. Penny rolled away and began lobing pillows at him before he could collect himself.

"So you want to play like that do you? I warn you, I will show no mercy," he said, his brown eyes bright.

The two of them laughing so hard they could barely breathe, they embarked on the most aggressive pillow fight Penny had ever had. She was found to be the very sore loser and Lupin the ruthless and annoyingly triumphant winner. Even with his gloating, Penny could not help but feel nothing but an unbridled happiness, her chest filling with something peculiar. To Penny, Lupin was much more than a professor, friend or mentor, and gradually she was coming to understand that feeling in her chest she got whenever she saw him smile, and the desperate need to make him happy-it was love. She loved Lupin, and somewhere deep inside of her, her heart was coming to believe he loved her too.