Remus groaned when his alarm went off in the morning. After shutting it off he rolled over, burying his head under his pillow. He hadn't had time to take a nap before Astronomy, so he was very tired. At least Astronomy itself wasn't a very taxing class—though getting there and back could be.

Sleep, urged part of his brain.

Class, reminded another.

He sat upright with another groan. He needed to get to breakfast and then Arithmancy. Slowly, he got out of bed, being as quiet as he could as he gathered his things and tiptoed to the bathroom to get ready. When he returned to his room to put his pajamas in the laundry basket, he was shocked to see James half-dressed.

"Morning," James whispered.

"Um, m—morning?" Remus shoved his pajamas into the basket before grabbing his satchel; he had already packed it for the day the night before.

"I'll just be a minute," James promised, yanking his shirt on as he dashed out of the room. Remus wandered into the corridor, listening to James wash his face and brush his teeth. James popped out of the bathroom a moment later, going back into the dorm long enough to grab his shoes.

"What are you doing?" Remus asked as they went down the stairs.

"Going to breakfast?" suggested James, sitting on the bottom step to pull his shoes on.

"You—you don't have a lesson until nine," Remus pointed out.

Two sixth years were forced to stop on the stairs, glaring at the back of James's head. He scrunched up against the wall, giving them room to pass. "No. There." James bounced up. "Come on!" He half-dragged Remus out of the common room.

Remus went along with him, very confused. "Why are you awake so early? You can sleep in another hour."

"But then you'd have to eat breakfast alone," James said, spinning around to walk backwards.

Remus grew very warm, not sure he heard right. "Oh," was all he managed to say, happiness fluttering inside of his chest. James beamed and turned back to face ahead of them as they continued their journey down to the Great Hall. James kept up a stream of chatter the whole way, not at all perturbed by Remus's silence. That was usual for the morning. Remus couldn't fathom how James had such a never-ending well of energy. Still, it was very nice to have him for company while he ate. He didn't tell James that Lily took Arithmancy too so he probably would have sat with her otherwise, though she didn't show up until seven-thirty, rushing in to cram food in her mouth, along with Cassie.

"Good luck," James said when Remus got up.

Remus ran over to Lily and Cassie. The only other Gryffindor third year around was Twycross, who followed the three of them out of the Great Hall.

"Where's the classroom again?" Cassie asked with a yawn as they approached the Grand Stairwell.

Twycross spoke up before anyone else could. "It's on the third floor," she said in a voice that meant obviously everyone should know.

Just before the staircase began moving, Aegis jumped onto the bottom stair along with a Slytherin girl—the one he had been sitting with on the train. Alexander.

"It is near the Serpentine Corridor," Aegis said, carefully going past a group of Ravenclaws to approach Remus and the girls.

"I knew that!" Twycross huffed.

Aegis rolled his eyes at Remus who smiled. "Er, Lily, Miss Inkwood, this is—this is Themis Alexander."

Alexander looked at the girls, her mouth a little puckered. "Hello," she said stiffly.

Lily, whose hand was out for a handshake, let it drop to her side. "Nice to meet you," she said.

Soon the group of third years were headed down the Serpentine Corridor where a few Hufflepuffs were wandering. No one knew which classroom Arithmancy was held in until one of the doors opened and a wizard poked his head out to let the students know which one it was.

Everyone filed in, Remus feeling the same nervous flutter that he did the day before in Ancient Runes. There were multiple blackboards in the room—some of them floating—and most of which held a number and writing beneath the number. The teacher stood by his desk, thumbs hooked in his suspenders as he watched the students come in. Remus hadn't really met him before but knew who he was: Professor Talkalot. The only interaction they really had was the previous year when Lucius Malfoy tried convincing Professor Talkalot to allow him to miss classes since his hair had been dyed.

"Good morning students," he said, small eyes peering around. "I hope you got enough sleep, as Arithmancy can be very complicated. We won't be getting into anything too complicated for our first lesson; however I expect all my students to get enough sleep so their minds aren't too fuzzy."

Remus tried not to shrink in his chair at that, feeling as though Talkalot could somehow know he never got enough sleep.

After register, Talkalot began explaining what Arithmancy was: a way to interact with magic using numbers. A lot of it involved using numbers as divination tools, but that wasn't the only thing Arithmancy was used for. He said essentially the same thing Pandora had said the year before when she explained to the Study Group about the various electives. That a lot of witches and wizards used the connection between numbers and magic to enhance magic. He then talked about how breaking things down into numbers helped figure things out, and they were going to start with a simple Agrippan method on themselves.

Remus carefully wrote down his full name, following Talkalot's instructions, and assigned the numbers to them. Remus John Lupin. 95431 1685 33795

"There are three numbers we want. The heart number, the social number, and the character number. To get the heart number by reducing your vowels into one sum. The social number is the same with the consonants. The character number is the reduction of all the letters into one number…"

Slowly Remus worked. His heart number was eight, his social number was seven, and his character number was six. Strange, he thought. He looked up at the blackboards to see what it meant.

His heart number which meant his inner life, his fears, and his desires meant…

He bit his lip, writing it down. Practical. Ambitious—In school, yes. And magic. Okay, so he did want to prove himself. Hard-working. No comment on that one. Mature, he had to be. Intelligent. Well. Confident, that was a LAUGH. Jealous, he didn't think he was very jealous—though sometimes he could be, thinking about how other people were so free with their lives when he wasn't. Greedy, not so much, at least he didn't think so. Domineering, hah that was another laugh. Power-hungry. Well. If knowledge was power then… yes.

His social number which was what he was on the outside.

Perceptive, understanding, smart, enjoys hard work and challenges—bloody hell—lost in thoughts—what the bloody hell, no really, what was this? Quiet. Introverted. Difficult to get close to, difficult to get to talk. Remus stared at the blackboard then down at his paper, face burning. Pessimistic. Insecure. Eccentric. Sarcastic.

This wasn't fair. He did not take Arithmancy to have this happen! He didn't want to do his character number. This… this was just rude! Sighing, though, he picked his quill back up.

Friendship, loyalty, reliable. Protective. Taking on more than ones share of responsibility. Domestic. Problem-solver. Romantic—okay he was not romantic in any way—needs to be appreciated—didn't everyone?—sympathetic… natural-born teacher—

Okay, he was done.

Talkalot continued talking about how breaking things down into their simplest sum is one way to look at the universe, though he added not to take it too seriously. "Some of the aspects may fit you, some of them may not. It's not an end-all-be-all situation," he said, pacing around. "Also these are merely basics of Arithmancy in regards to yourself. There are many more aspects to it we will explore throughout the year. Many more types of numbers, or ways of getting to the numbers. Now then, in regards to things Arithmancy helps with…"

Talkalot used some examples. For instance, spell X had a sum of 4 while spell Y had a sum of 8. Most likely those whose heart or character number was a 4 who performed both spells would have an easier time with spell X than spell Y. Arithmancy boiled down to the sum of 4, so those who were a 4 were more likely to have an affinity for the class.

"I'm not saying you have to be a four to enjoy the class or be good at Arithmancy," Talkalot said as he paced, "it means you're more likely to."

Remus was a little curious and quickly did some adding. Defense Against the Dark Arts came out as a two. Hmm. Then, making sure nobody could see, he jotted werewolf down in the tiniest letters and added the numbers up to get an eight, the same as his heart number. He then scribbled over it, making sure there was no evidence that he wrote it down.

This doesn't even really mean anything, he thought, looking up at Talkalot. By the time class ended he decided he wasn't much of a fan of this particular elective. Study of Ancient Runes was much better. It just felt weird to reduce everything to numbers.

"—fascinating," Cassie was saying as they left. "It's not the sort of thing I'd really like usually, but I found it to be interesting."

"I think so too," Lily agreed.

"I do find the theory that everything can be boiled down to a single sum and using that to explore magic is quite interesting," Aegis said.

All three of them looked at Remus. "Er. I—it—it was, um, okay, I g-guess." He was still a little annoyed at his social number. Sarcastic indeed, hmph.

Lily and Cassie split apart from the boys on the Grand Stairwell; the girls went up while the boys went down, chatting about what Muggle Studies might be like. Neither were certain where the classroom was (Really, Remus thought as Aegis asked a painting, we should have done this research on Sunday!). Finally, they found their way down to the first floor where the other Marauders were waiting. James and Peter happily greeted Aegis while Sirius gave him a small nod as a way of acknowledgment.

Whatever Remus was expecting from the classroom, it wasn't what he found. It was rather large with a huge variety of objects all over the place. There were photographs blown up and hung all around the room of various people and events, there were artist easels jammed in one of the corners, there was a huge record player, a television set, some other object he wasn't quite sure what it was… there were even stoves and ovens lining two of the walls.

The teacher was sitting on her desk, a pot of nail varnish open next to her as she painted her nails. Remus should have known she was the Muggle Studies teacher before. She looked to be around her forties or fifties and every single time Remus had seen her around the school she had her hair teased up into an enormous beehive hairdo, always in a different color. Today it was pale pink, looking like fairy floss. Her clothes were also colorful. Today, she was in a knee-length dress in a pink and blue tie-dyed print. She also wore cat-eye glasses with a chain around the ear pieces, a dozen bracelets on her wrists, white boots, and to top it all off she wore long, dangly, feather earrings accompanied by little bells that chimed whenever she moved her head.

"Morning!" she said brightly, counting the heads with the brush of her nail varnish. "Good, we're all here. Wow! One of my biggest classes I've had in a while, this is exciting!"

Remus glanced around with wide-eyes. He didn't need register to figure out how many people there were, it was obvious. Fifteen total. Aegis was the only Slytherin there. There were mostly Gryffindors—six of them—though since the Marauders had decided to take the class together that didn't surprise him. There were five Ravenclaws and three Hufflepuffs—

Just then the door burst open and Kioko Tanaka appeared, panting heavily. "S-sorry!" she squeaked, blushing faintly. She ran over to the teacher, handing her a piece of parchment. "Last minute decision, Professor Sprout signed off on it. I don't have the book yet but I'll get it soon. Sorry!"

"No, this is wonderful! Have a seat!" The teacher looked very happy. "It's very good to see so many of you!"

Tanaka collapsed in a seat next to one of the other Hufflepuff girls, taking in deep gulps of air.

"Now." The teacher slid off her desk, putting the lid to her nail varnish back on the bottle. "I am Professor Margaret Lewis. I don't really care what you call me, as long as it's nothing rude. The first thing I am going to ask is this: who here has used something based on a Muggle invention in the past twenty-four hours?"

She smiled, looking expectantly around the room. Nobody moved.

"No?" Her smile faded into a frown. "Nothing? Nobody? Well, I suppose I should dismiss class then if none of you have used a toilet in twenty-four hours. You must all be bursting!"

There were several snickers and a couple 'what's. Remus tried not to smack his forehead, feeling extremely dumb.

"The toilets and indoor plumbing here at Hogwarts is based on Muggle inventions," she said, going around her desk to write on the blackboard. Toilets. "Moving on from the past twenty-four hours, who here has used anything based on Muggle inventions at all?"

Three hands raised. Remus, Peter, and one of the Ravenclaw girls.

"You," Lewis said, pointing at Peter.

Peter squeaked loudly, not expecting to be called on. "Wh-what?"

"What have you used?" she asked.

"Erm, a t-telly! Television!"

Lewis wrote television on a different part of the blackboard, putting a line between it and toilet. "You?" she inquired of the girl.

"A car!"

Car went up on the blackboard by television, while Remus's response of radio went by toilet. "Anything else?" she asked, pushing her glasses up the bridge of her nose. "No? How did you get to Hogwarts?"

"The train!" several students burst out.

Train went up too, on the left side with toilet and radio. "Anything else? You, you, you, and you should all know one," she said, jabbing her piece of chalk at James, Alice, Florence Buckling, and the only Hufflepuff boy. They all looked at each other in confusion until Buckling raised her hand, realizing what the four of them had in common.

"Glasses?"

"Exactly." Glasses was added to the blackboard. She began dropping hints to get more responses. Record player, telescope, newspaper, camera and so on and so forth until there was a pretty decent list. "Now." She pointed to the left side of the blackboard where most of the answers were. "There are all inventions we use. That witches and wizards use in our daily lives. A lot of the things we have are completely based on Muggle inventions." She sat back down on her desk, shaking her head so the bells in the feathers chimed. "A lot of magical folk like to pretend the Muggle world has no influence on our world but that is a big fat lie. It's very sad that many magical folk… pureblood families… pretend otherwise."

She gave a long sigh as if it were all too much for her, and got off her desk again, going to the television set. "As Mr.—er, what was your name?"

"P-Pettigrew."

"As Mr. Pettigrew mentioned…" She rolled the television forward. "This is a television set. One of the most marvelous inventions from the Muggles, in my opinion." She began explaining about film, about how it was like magical pictures only with sound. Then she turned the knob.

It was black-and-white, showing a crowd of screaming girls. Familiar music began playing. It showed the Beatles playing their instruments and bouncing along while they sang I Want To Hold Your Hand as the crowd of girls screamed. The students were absolutely silent as they stared at the telly, listening to the music, watching the Beatles. Remus tried not to hum along though next to him Peter was very softly singing.

Finally the music and screams faded, and Lewis turned the telly off. She looked around the silent room, obviously pleased. "That is the Muggle band called the Beatles, one of the most popular groups in the Muggle world. Now, I am going to show you another very popular Muggle singer…"

She turned the knob on and it was still black-and-white, showing an old man. "And now ladies and gentlemen… yes, that's right… Elvis Presley!" the man said and there were loud screams from the audience as the singer appeared. He promised a sad song… and then went into Hound Dog. The girls screamed wildly at every single movement he made, especially when his legs shook. Remus tried not to think about how nice those pouty lips looked.

After that finished, Lewis turned the telly back off and perched on her desk once more, talking about television and films, telling the students about how Muggles would act out stories on camera and it would be beamed through onto television sets around the nation. Then she explained that it wasn't just music and stories but also real life events.

"When Queen Elizabeth was crowned queen, millions—many millions—of people watched through the television," Lewis said, reaching over to pat the box. "Muggles get their news not only through the newspaper but also by watching the telly. They watch sports, too. Imagine being able to watch the Quidditch World Cup without leaving your house! Or paying for tickets or traveling," she added with a laugh. "Throughout the year we'll be seeing a variety of Muggle things through the telly as well as seeing some films!"

Then she talked about other Muggle inventions including ones none of the students mentioned. James and Sirius seemed very keen when Lewis spoke about roller coasters—little carts you sat in that went very fast around tracks, even upside down. After about another half hour she called for a break, letting everyone get up and stretch, or even go to the loo if they needed to. When they returned she explained that they would rarely be using up the entire two-hour block for lessons.

"Only when we're doing certain things, otherwise you'll most likely be getting out of here around ten."

Lewis dismissed class at ten-fifteen that day, after giving an assignment. At first everyone groaned, but then they got excited when she produced Muggle records. She told them she wanted them to each take a record and listen to it, and write about how the music made them feel. That was it.

"There are no right or wrong answers," she said. "I don't care if you misspell half the words, or about punctuation, or grammar, or anything. I simply want to know how a Muggle song makes you feel. Be real. Be truthful. Be… passionate."

There was a mad dash to choose the records; Remus hung back a little, the last one to go forward. There were still several choices for him to pick from. He gave a slight intake of breath when he saw the album Elton John. He nervously picked it up, as if expecting Lewis to tell him he wasn't allowed to have that one. She just smiled. He scurried back to his seat, glancing at the song list excitedly.

"That was brilliant!" James exclaimed when they left the classroom.

"Now I see why you like classes," Sirius teased, flinging an arm across Remus's shoulders. "Between this and Care of Magical Creatures? This year is going to be—"

"Brilliant," James supplied, and Sirius grinned.

"I really liked it too," Peter said, bouncing a bit.

Remus twisted around, trying to peer under Sirius's arm at Aegis. "What did you think?"

Aegis raised his eyebrows, long slender fingers holding onto the album he had chosen. "I found it very enlightening. I… had no idea we used so many… Muggle things."

"What album did you pick?" James asked.

Aegis frowned, looking down at what was in his hands. The album showed two men among flowers and a very fancy script saying Simon and Garfunkel followed by Parsley, Sage, Rosemary, and Thyme. "I think… they are called Simon and Garfunkel? I… was not sure which would be good. This looked different."

"I got the Who," James said proudly, waving his album around.

"You should probably be careful with that," Peter pointed out. James pulled a face but tucked it into his bag, asking Peter about his choice. "Um, the Beatles, I thought that'd be a safe choice."

"I got, errr…" Sirius looked at his album which Remus recognized immediately. "T Rex," he said, looking back up. "There's a song on here called Get It On." He gave a rather dirty chuckle at that, and James snickered too.

"Elton John," Remus mumbled when he was asked about his.

"I can't wait!" James pumped his fist in the air. "Listening to music as homework? Bloody HELL! I hope we get this assignment a lot!" Aegis pulled a slight face at that, slipping his own album into his bag. He probably didn't mean for anyone to notice however James did. "You don't like the assignment?"

"Oh! No, I—I do!" Aegis stammered out. "I—I am only unsure of how to… do it. I mean." There was a very faint blush high in his cheeks. "I do not have access to a record player. I suppose Professor Lewis would allow me to use the one in—"

Aegis's words were cut off as James put his arm across Aegis's shoulders. Remus had to admit, the look on Aegis's face was quite comical though he felt bad since he knew Aegis didn't like a lot of touch. "Don't be ridiculous! You can use mine!"

"Er—"

"Nah, it's fine!" James promised. "We can get together sometime."

Aegis was backing up, shaking his head, holding his hands up. "No, I couldn't intrude—"

"Intrude on what? An invitation?" James asked, arm dropping to his side.

Aegis glanced at Remus then at Peter then, very briefly, at Sirius. Sirius was the only one not looking at him. "I—I don't—"

James shrugged. "If you don't want to, that's fine, you don't have to. Just thought I'd offer."

Aegis bit his lip. "Ah. W-well, I—I think—if you do not mind, of course."

"Mate, if I minded I wouldn't have offered," James promised, lightly punching Aegis's arm or intending to; Aegis winced, his arms jerking up in obvious defense. James froze, staring wide-eyed at Aegis who began to look panicked. "I'm s—"

"I should go," Aegis said, backing up even more. "I—th-thank—thank you—" Then he whirled around and ran off, ponytail flying behind him.

The Marauders stared after him, all of them a little shocked. Even Remus, though he had seen firsthand how bad it was for his friend. Just… seeing how instant Aegis's reaction was…

Sirius raked his fingers through his hair, letting his waves tumble back down around his face. "Maybe we should put that ashwinder under Malfoy's bed."

Considering how much Sirius disliked Aegis, this made Remus feel good. "No," he said, turning away from where Aegis had run off. "I've realized if we do that, most likely a third year will be accused due to Kettleburn's lesson—"

"Sil—Aegis doesn't take Care of Magical Creatures though," Peter pointed out as they finally started walking down the corridor. "He wouldn't be blamed."

"I don't think we should use ashwinders in any pranks anytime soon because of the lesson," Remus said. He didn't think they should use ashwinders in any prank ever however he knew not to say that; hopefully if he convinced them to put it off long enough they'd forget. "We can come up with something else."

They chattered about various ideas as they made their way through the school, though if they had a plan of where they were going, Remus wasn't sure. They mostly just wandered until they found themselves on the fourth floor, near the portrait of Gilbert Ward.

All four boys stopped, looking at the painted wizard who scowled back at them. They didn't know the password for this side of the passage—they had always simply used brute force. Behind the painting were stairs that led down to the Pits Passage. To the pits, to the… tunnels.

Peter gave a loud sniffle and began walking off, taking long, sure strides, not even looking at the painting as he passed it. Remus could smell the fear he left in his wake and could see the way his fingers trembled. Then Remus followed him, scurrying. Soon Sirius started walking and, finally, James tore himself away. None of them spoke until they went back down to the third floor, through the same corridor Remus had taken to get to Arithmancy, and then out into one of the courtyards.

They settled around and in one of the trees and only then did they start talking again, none of them mentioning Gilbert Ward or the Pits Passage. Remus sat against the tree, a book open in his lap. Peter was stretched out on his stomach next to him while the other two were up in the branches of the tree. Sirius sat along one branch, one leg dangling down and his back against the trunk. James was straddling another branch, legs swinging as he talked. After a while, Peter began relaxing until the fear that clung to him began dissipating.

Remus wondered if they'd ever talk about what happened again. Of course, he wasn't even sure he wanted to ever talk about it again. He had to, the evening before, to make sure the spirit part (the… illusion) had happened but other than that he was sort've with Peter on wanting to put it behind him. He glanced up at James, wondering if he still wanted to go back down. He hadn't said anything or really reacted when they were outside the portrait but…

Remus frowned, looking down at his book, finger tracing designs along the pages. If he asked, that would probably push James into wanting to go. He couldn't ask. Perhaps he could ask Sirius. Sirius would probably know, or at least be able to guess what was going through James's head about it better than Remus could, and he thought maybe Sirius wasn't as inclined to return and explore as James was.

Yes, he decided. I'll talk to Sirius about it later.

He just hoped that wasn't a mistake.