As November progressed, it brought in colder weather which Remus enjoyed. He didn't like being cold however he liked wearing jumpers and curling up by the fire with a good book. On Tuesday, though, he just cursed the biting wind and fine sleet while they went outside for another lesson on the brooms. He knew it was only for this term, that there were only a few more classes left, however he wished he didn't have to go. James wasn't supposed to but he came with the Gryffindors anyway, insisting he just 'wanted to watch'. That translated into him hoping the older students would take him to the pitch again however none of them really showed up. They knew James wasn't part of the flying lessons anymore, so there was no need. James sat on the cold ground, scowling up at everyone else flying. Remus would have given anything to switch places with him.

"I love flying but even that's a bit much," Lily said afterwards when they were all hurrying back to the castle. "Flying in the snow would be fun. Flying in the sleet is awful."

"I'd've loved to fly in the sleet," James grumbled.

"You would've loved to show off in the sleet," Lily retorted.

James grinned. "I can't help it. I fly and it's just naturally incredible."

Lily rolled her eyes at Remus who smiled. "By the way, congratulations on staying on your broom all class," Lily said which caused James and Sirius to both start laughing. She glared at them. "Stop it!"

"Yeah, Remus, congratulations on not sucking," James said.

Lily now narrowed her gaze. "Don't be so mean, Potter! I mean, I know you can't help it, you speak and it's just naturally vomit." Remus had to cover his mouth to try to stop from giggling.

James's laughter died as he folded his arms angrily. "Oi!"

Sirius shrugged. "She's got a point."

Now James glowered at his best friend. "Double oi there, you're supposed to be my mate!"

"Yeah, James isn't mean or... er, vomity." Peter said.

James put his arm around Peter's shoulders. "Thank you, glad someone around here has my back."

He shot a dirty look at Sirius who smiled, spreading his hands out in a 'who, me?' way. "What? You can be rude. So can I." Now his arm went around James, yanking him close. "It's our thing."

"Don't be proud of being rude!" Lily complained. "That's weird."

"May come as a shocker, Evans, but... we are weird," Sirius said and James flashed a peace sign.

"And you're friends with them?" she asked Remus who just shrugged. She was about to say something else but instead sneezed rather violently.

"Having us sweating in the sleet probably made us all sick," Peter piped up. "I feel sniffly."

By the time dinner rolled around most the Gryffindor and Slytherin first years were obviously quite sick, and there was quite a line at Pomfrey's to get fixed up. Remus didn't want to go since he knew if he got sick he'd be un-sick quickly without any outside help, however Lily prodded him along as she chewed him out for even thinking about not going.

"Oh look, Loopy Lupin's a girl now," laughed Mulciber when he saw Remus standing with Lily, Colgate, Inkwood, and McNab. Remus folded his arms, hunching over, trying to ignore the Slytherin who kept laughing until he broke off into heavy coughing.

After about ten minutes of waiting around and six o'clock getting closer he shifted his weight, turning to Lily. "Really, I'm f-fine."

"Better safe than sorry," she said. "Have you ever had a proper cold?"

"N... no..."

"I have, and they are annoying," she said, watching as Struthers was fed a great big spoonful of pepperup potion. Immediately his coughing subsided as smoke began pouring out his ears.

"I love magic," Struthers said, flashing Lily a grin who grinned back. "Cure for the common cold." They gave each other thumbs up and Struthers waited for Spinnet who began pouring smoke from his ears.

"I'm not sick," Remus grumbled then glanced at the clock.

Lily followed his gaze. "What do you even do Tuesday evenings? You don't come to study group."

"Wait, he doesn't?" Sirius, a little ahead in line, whirled around. "What do you do Tuesday evenings, then?"

"We though' you wen do sdudy groub," James got out, his nose completely stuffed.

Remus stiffened. He no idea what to say, having not prepared for this which, in retrospect, was dumb. "P-personal stuff," he mumbled, shoulders hunching even more. "And I'm n-not sick so I sh-should-"

"You should take the potion, just in case," Lily said then sneezed.

Peter went next, then Sirius. After he hopped off the hospital bed he began running around making train noises. When James got his pepperup potion he joined him until Pomfrey yelled at them to get out. They barreled out of the wing, yelling CHOOCHOOOO! knocking into several Slytherins as they went.

Lily poked at Remus and he reluctantly stepped forward. Pomfrey gave him a look. "I'm n-not sick, Lily's m-making me," he explained. Pomfrey glanced to Lily who nodded.

"I see," the nurse said. "If he isn't sick-"

"He could get sick in the middle of the night," Lily pointed out. Remus gave a loud groan. "Honestly! You'd think you're having teeth pulled or something."

Remus slumped down on the edge of the bed, glaring as Pomfrey poured out a spoonful of medicine. He opened his mouth for the stuff to be poured down his throat. It was really warm and spicy then he felt tickling in his ears, and smoke began streaming out. "Happy?" he asked and Lily nodded. "G-good. I need to get going. I'll see you l-later."

By the time he got to the room where he met up with Fawley, the werewolf curse had overpowered the potion and the smoke had slowed to a small occasional puff. He knew for everyone else it would be going on for hours so he wasn't sure what he would do when he returned to the common room.

The Occlumency lesson went as bad as all the ones before, and Remus felt very discouraged. This was his fifth lesson yet he hadn't gotten anywhere. Not even a smidgeon of being able to keep her out of his head.

"I told you, you're not going to be able to do much at all even after six, seven more months of this," Ms. Fawley said, sensing his disappointment. "You're very young, and not a natural occlumens. "I'll be shocked if you manage to stop anything before your second year. That you'll be able to do it consistently and properly before you're thirteen or fourteen. Especially since you seem to be such an emotional young man."

Remus pouted a bit at that, glad she couldn't see him doing so since it was giving in to his emotions. He took in a deep breath, focused on emptying... nothing... blank... he imagined himself as a chalk board... a damp sponge just wiping everything away... clean slate... nothing...

Fawley's fingers touched his temples.

Mulciber and Avery laughing at him, calling him a baby... Avery dragging him into Myrtle's bathroom, throwing wet toilet paper at his face... the lot of them busting up over the fact he couldn't fly very well...

Remus came out of his memories panting a bit for air, wrapping his arms around himself, his head aching.

"Have you gone to anyone about their bullying?" Fawley asked softly.

"You already know the-the answer to that," he said, rubbing his head as his headache faded then came back like they usually did.

"You should."

"I shouldn't," he replied rather frostily. "I can handle it."

Her eyes focused on him even though she couldn't see him, he felt as though she was seeing him. Then her face turned. "Perhaps we should end the session today."

"One more, p-please."

He thought she wouldn't then she brought her hands close to his face. Memories of the past few days were jolted through his brain and sent him into another headache.

"Until next week," she said. He thanked her before leaving. He had nearly fifteen minutes before curfew so he headed down to the hospital wing, to see if Pomfrey had some idea of what to do for the smoke out of the ears. She gave him a couple of doses to take with him. The first he took right outside the common room after making sure nobody was looking, then he went through, the entire common room full of wispy steam from so many people having taken the potion that evening. It seemed the first years weren't the only ones being assaulted by the sleet.

Remus hid out behind his curtains for most the rest of the evening so the others couldn't see his lack of smoke while they were still steaming away. He occasionally peeked out and once he saw Peter's smoke letting up, Remus took his second dose before leaving the safety of his bed to get his shower. When he came back smoke-less, he was pleased everyone else was smoke-less except for James who still had a very thin stream since he had gotten a heavy dose with how bad he had been affected.

()

Remus worried all his friends would want to know exactly what he did on Tuesday evenings but none of them brought the subject up on Wednesday, to his relief.

Wednesday was a little warmer than Tuesday so the sleet turned to rain and the grounds turned to mud. After Herbology, the Gryffindors and Hufflepuffs slogged their way back to the castle, leaving a huge mess in the entrance hall. Everyone quickly headed to the Great Hall before Filch could catch them. When the Gryffindors left an hour later they saw Filch sullenly cleaning the mess up, grumbling about inconsiderate, filthy brats.

"We should leave a muddy mess in his office," whispered James as they went up the stairs. "Footprints everywhere. Sirius, I bet you and I could pick Remus up and he could put footprints on the ceiling."

Remus turned to squint at him. "Not even g-going to ask my opinion on that?"

Sirius grinned. "C'mon, it'd be funny. Imagine Filch coming back to his office and finding footprints all over his walls and ceiling. Absolutely brilliant."

"Ooh! Should try and figure out how to do cat paw prints too," Peter added, causing James and Sirius to both giggle.

"Come on, I could easily lift you, we wouldn't drop you," Sirius promised, nudging Remus. "You're tiny. And I'm strong."

"If you pick me up, you'd probably have to be s-standing on the desk, or a ladder."

"So?" Sirius asked.

Remus stared at him. "Th-that'd be dangerous."

Sirius stared back. "...so?"

"No," Remus said sending a flicker of disappointment went through Sirius's eyes. "Though if y-you really want to do something like that, there is an easier way."

"How?" James asked.

Remus gave a loud sigh, feeling a headache coming on at how stupid they could be. "We've l-learned the levitation charm, you know."

James and Sirius fell absolutely silent. Then, "Well, er, yeah, I suppose," James muttered.

"A muddy shoe would be too heavy though," Sirius said, rubbing his chin. "The ceiling is too high."

Not for me, Remus thought though didn't offer the suggestion. "You c-could practice it. James is good with the levitation sp-spell, isn't he? Just pr-practice some more."

"You're just trying to get us to do our homework," James complained.

Remus shrugged. "Fine. Your choice."

James and Sirius fell back, whispering to one another. Remus could hear them discussing their options. Sirius was still aiming for just picking Remus up however James admitted the levitation spell would probably work better if they were able. Then they began discussing how to make cat paw prints, when would be a good time, and all sorts of various possibilities.

()

Potions on Thursday, thank Merlin they were able to partner up. Remus felt a little relieved when Lily chose Remus, especially since she agreed that it'd be fine if she did most the main work while he prepared the ingredients. The division of work turned out to be pretty good just not perfect; Remus made a few mistakes so when Slughorn passed out grades they 'only' got an A. While it was Remus's best potion mark to date it was low for his friend. However, Lily knew he hadn't achieved a passing grade on any of his physical potions yet so she beamed at him, whispering a congratulations.

"You did the-the g-good work," he said.

After class was dismissed Slughorn cleared his throat. "I need a few of you to stay behind, if you don't mind." Everyone froze, wondering who it would be and why. "Misters Avery, Lupin, Potter, and Snape, and Misses Evans, Nott, and Urswick."

Sirius and Peter stared at James and Remus but had to leave when Slughorn shooed them out. The seven students stood grouped up-the three Gryffindors together, the four Slytherins-and waited nervously as Slughorn closed the door. He had a very jovial smile on his face when he returned to his desk, smoothing down his mustache as he surveyed the group.

"Now, I'm not sure if you've heard about this but... I have a very special club." He linked his fingers together, leaning forward. "The Slug Club. It's... a group of very intriguing students, and it's very select. Very prestigious." His eyes twinkled. "I save the proper invites until at least a student goes into their second year however I have in the past invited some young'uns to the Christmas party. Ones I feel have very... promising... futures." He spread his hands out now. "You lot."

They all looked at each other in confusion. Remus really had no clue whatsoever what he was doing there.

"On the evening of December the seventeenth-the night before you all will be leaving for the holidays-I'll be hosting my infamous Christmas party. Eight o'clock, here in the dungeons. Don't you worry, you have permission to be here despite your curfew. I'd like you to come and see what it's like. Get a taste, so to speak, of what you could... become."

"Sir, why are they here?" Nott asked bluntly, jerking her chin to the Gryffindors.

"You're all here for a variety of reasons," Slughorn said. "For instance you, Miss Nott, I feel you have quite a promising... future."

"You mean family," Avery put in. Slughorn began coughing. "That's why I'm here too, right? My father's told me about the Slug Club. What's a Mudblood being invited for?"

"Mr. Avery," Slughorn said, standing up. "I will not tolerate language like that. Miss Evans is here because of her exemplary Potions ability, as well as her grades in all her other classes."

"And Potter's here cause he's rich, right?" Avery snorted, causing James to scowl deeply as blood rushed to his face. "What about the baby? What's he good at, besides crying?"

Remus flinched. James shifted, standing between him and Avery. "Probably his grades, dummy," James sneered.

"Yes, yes, exactly," Slughorn mumbled though Remus's wolf senses told him Slughorn was lying. It wasn't just his grades then. So what was it? Surely not because...? "Now then. You may bring a friend if you want to. Dress up nicely. Remember, eight o'clock, five weeks from now. You'll all enjoy it, there will be wonderful food, beautiful music, and amazing guests. I don't want to give away too much but..." Slughorn dropped his voice, like someone was listening in. "Edward Bogwell will be present."

Remus didn't recognize the name but James gave a bit of a gasp, so Remus figured he was a Quidditch player.

"Yes! Exciting! Now, I have another class coming up so you better get on your way. I'll see you next week and I hope I'll also see you at the Christmas party!"

Remus waited behind while everyone else left. James and Lily both paused to look back at him but he motioned for them to keep going, which they did. Once Lily shut the door behind her, Remus turned to look at Slughorn.

"Erm, P-Professor?"

"Yes?" Slughorn was looking through some papers, very obviously not looking at Remus.

"Why am I b-being invited?"

"Your grades."

Remus clenched his teeth, nearly spitting out the word 'liar'. "I... d-d-don't think you're b-being entirely t-truthful, sir. No offense."

Slughorn set the papers down and lifted his chin. "Mr. Lupin, your grades have proved to all the staff at this school you've got quite the head on your shoulders."

Not to Dedenne, Remus thought though kept it to himself. "Professor-"

"You best be going, I have another class starting soon."

Remus stared at him for a moment then left. He can't be inviting me because I'm a werewolf, can he? Why would he? It'd make no sense whatsoever. So... I guess it is my grades...?

Sirius wasn't at all pleased when James told him what Slughorn wanted. He scowled, pouted, and grumbled all the way up to their dorms, until James said, "And you'll be coming with me of course, right?" Sirius grinned broadly at James who gave him a fist bump. Then Peter looked rather anxiously at Remus. "Of course Remus'll take you," James added.

Remus looked down. "I'm-I'm not going."

"What?" All three of them stared at him with wide eyes.

"How come?" Peter asked, lower lip sticking out since that was his only chance of going.

Remus frowned at James. "You heard Avery."

"Whenever he talks all I hear is 'blah blah blah'," replied James. "Same goes for all Slytherins. Is it cause he called you a baby?"

"No!" Remus's cheeks went a bit pink as he sat down on the edge of his bed. "D-don't you feel awkward, being invited be-because of your family?"

James just shrugged. "Not really. I mean, we're rich. Everyone wants something from us. Doesn't surprise me. Doesn't bother me. What's that got to do with you? You're invited because of your grades, that's something."

"I j-just feel like we're be-being used or something," Remus mumbled, ducking his head, wishing he could explain better. He knew words, he should be able to say but nothing really worked or came to mind besides 'being used'. He wasn't even sure if that was the right way of putting it. The way Slughorn spoke, it just felt...

"You're weird," James said.

Remus decided to just keep his mouth shut from then on out.

"You should take Peter," Sirius said. "Or if you don't want to, James can take Peter and you can take me."

Remus wasn't really sure how that was any different at all. "I'm n-n-not going. Sorry, Peter."

"S'fine," Peter said very sullenly.

"Oh, go on then and take Peter, he'd have more fun than me," Sirius said, falling back onto his bed. "I'll keep Remus company, if he's being so stubborn."

James tried his best not to grimace at the idea of doing such a thing, however he couldn't just say no without hurting Peter. So instead James turned his attention to Remus, giving him such a sad, pathetic look that Remus almost changed his mind. Almost.

"You sh-shouldn't stay behind just because of me," Remus said to Sirius.

"You heard him, he wants me to go instead," Peter said brightly.

Sirius stretched out, crossing his legs at his ankles. "I wouldn't want to go to some dumb Slug party anyway. I mean, what kinda name is Slug Club? It's stupid. Sounds slimy."

"You're only saying that cause you weren't invited," Peter said.

"Neither were you," Sirius spat out and Peter fell silent.

"I wonder why you weren't invited." James sat next to Sirius, hugging his knees to his chest. "I mean you're rich too, and as pureblood as me..."

Sirius inspected his fingernails, trying to appear aloof. "Dunno," he said in the sort of tone that meant he did know. "So Remus and I will have loads of fun while you two have a super boring time at a super boring party. Right, Remus?"

Remus shrugged. "Sure."

Sirius smiled, though there was something a little sad behind that smile. Remus wanted to know. Why he was sad. Why he wasn't invited. But it wasn't really his business... so he looked down at his bag as he began repacking it in preparation for study group later.