Author's Note: For anyone wondering this story till be continuing up to the end of Order of the Phoenix, with luck; if things don't work out that way I intend to at least go up until Halloween 1981. I also want to thank everyone for the comments and support! I am really happy that people are enjoying the story :)

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When Remus went into his Occlumency room he found Ms. Fawley standing by the window, hands wrapped around the top of her cane. She was facing the window, though he knew she couldn't see so he wasn't quite sure what she was doing. She turned when she heard him, and smiled.

"Good evening." She tapped her cane as she went to the couch. "How was your week?"

"Pretty good," Remus replied, sitting down next to her. "It sn-snowed a lot so I've been... out in it..."

"With your friends?" she asked. He mumbled incoherently as a response. "I'm not judging you for having friends, Remus. I may not think it's safe, however I certainly don't judge you."

When they began their lesson one of the memories... or rather, thoughts that were foremost on his mind went to her, and after she broke connection she gave a little sigh. Remus rubbed his head, waiting for her to respond. I'm starting to not understand what's so risky about having friends.

"I don't think they-they'll figure out," he blurted before she could say anything, since she was taking so long. "James and Sirius are far too f-focused on pranks and causing mischief and-and Peter..." He trailed off, not wanting to insult Peter by calling him a little on the doltish side.

Fawley folded her hands in her lap. "I think you're giving your friends too little credit. From what I've seen, Potter and Black are rather astute. Besides, Black watches you. You perhaps haven't noticed so much, however going through your memories... I can see more than just you. I can see what's around you which includes him. Watching you."

"He d-d-doesn't watch me, not anymore!" Remus protested.

Fawley pressed her lips together. "Let's try something. Focus on last night. When you were studying in your dorm room..."

Remus frowned, but obeyed, closing his eyes. Fawley put her fingertips against his head and he was pulled into the memory. Unlike the usual flipbook, this one stayed. He saw himself stretched out on his bed, reading his Transfiguration book, working on calculations. On Sirius's bed sat Sirius and James, playing cards. Peter was sitting on the floor between their beds, reading a comic book. To Remus's surprise... Sirius kept looking over at Remus-on-the-bed. His eyes staring. Watching.

Then suddenly they were in another memory, one he hadn't even been thinking of. As if Fawley could go through his head like a book. It was History class. Remus was sitting up, taking notes while Binns droned on. He sat in the front, and Sirius was a seat behind him. Usually Sirius slept through History however this time while his arms were folded over his desk with his head resting against them, his eyes were open and were definitely focused on the back of Remus's head. Watching.

Then another memory. Remus and Lily were walking down a corridor together, to their next class. The three boys were walking a little ways behind them. James and Peter were talking, however Sirius was yet again watching Remus, his eyes snapping away only when Remus turned to look at his friends, to ask them something.

Then they were back in the fourth floor classroom, on the purple sofa. Fawley's hands were withdrawing from his head. "Those were just three examples however I could give you more."

"N... no..."

He didn't understand. Why was Sirius watching him so much? Did he-did he think something was going on? Did he guess? Remus began chewing at his thumbnail, heart pounding. He jumped as Fawley's hand came back to him, however she just rested it on his arm.

"There's no way to know whether he's figured it out. I... believe he hasn't. If he has, I'm sure he would have done something. Said something to someone. If you ask me, I think he suspects that there is something different about you. If you aren't careful... he will finally reach the truth."

Remus shuddered, withdrawing from her hand. "He..." But there was nothing he could say to explain it. There was only one reason for Sirius to be doing this, and that was suspicion. Knowing that Remus really wasn't normal, or possibly human... Had he-seen something? Had Remus let something through a crack once? Something he said? Something he did? His hand blurring as he snatched the wands...? Hiding under his bed all the time? Or was it really his disappearance around the full moon?

"Even if I-I stop-being friends-he'll..."

"He'll still watch you," Fawley agreed.

"What do I?" Remus stared in horror at Fawley, feeling as though a great big wave was coming for him, looming above him. He could see it, rushing towards him, ready to pull him down to some icy depths. "How do I-do I be normal?" He almost felt Sirius's eyes on him now, those burning silver eyes. A few tears welled up, and Remus covered his face. He had been so stupid to become friends with them! Stupid!

"Calm down. Remus. Come on now, calm down. It's all right-"

"It isn't," he whimpered.

Fawley began stroking his arm. "I've frightened you. That wasn't my intent. I merely wanted you to be more aware of your surroundings, of your friends."

Remus tucked his thumb back in his mouth, nibbling at the nail. "Wh... what if you..." He fell silent, not wanting to continue.

"Look in his head?" Fawley asked. "That would be wrong to do."

"Y-yeah, I know that-that's why I d-didn't finish the sentence," he said, looking away, wishing he could see into Sirius's head and know what was going on.

"Are you wanting to try again or would you rather end for the night?" Fawley inquired.

Remus sucked in some air, trying to let his emotions and thoughts ebb away. "I'd rather con-continue, please." Fawley started to reach out then he hesitated and jerked back. "W-wait a minute." A thought had popped into his head. What if Sirius is a Legilimens? What if that's why he's staring at me so much? Dumbledore made that joke about someone staring at me but-what if Sirius is, and he's trying to get inside my head? "C-could someone learn... this... at my age...? N-not the Occlumency, but the Legilimency? If they're a-a natural one?"

Fawley tucked her hand under her chin, one finger curled across in a thoughtful manner. "Perhaps. You're wondering if he is?"

"Y... yes."

"It's-it's a possibility. If he is a naturally born Legilimens and his family knew, they're the sort to certainly train him. That would be a power the Blacks would love to have. A natural Legilimens. Have you felt anyone trying to get in, outside our lessons?"

"N... no, not to my knowledge." He scooted back closer to her. "At least, I've not f-felt anything like what happens here. The-the going through m-my head."

Fawley touched his cheek. "You'd know if he was in your head. Ready?"

Remus nodded, and they were dragged through several memories without him being able to fight it off at all. They did it again, and again until Fawley ended the lesson at fifteen till. Remus's head pounded hard. He clutched it as he said goodbye, heading back to the tower. He didn't feel up to being around his friends although they certainly did. They followed him up to the dorm, chattering about their evening, and this, and that, and Remus's head felt like it was going to explode. His skin began crawling as he felt that penned in feeling again. It felt a lot like after the stupid Slug party. He was only mildly aware that he was trembling. Their voices were like knives scraping at his brain, and he knew he needed to be alone, but didn't know how to do go about doing that. He was half tempted to just go under his bed and cocoon himself in a blanket except he knew if he did it'd just be weird and he had to be super careful now, more than ever before-he had to be as human as he possibly could because of Sirius. He couldn't do that, couldn't-he couldn't, it would be weird. Different. Not normal. He had to be normal!

He didn't know what to do... and he began to panic.

Sirius was the first to notice Remus's ragged breathing. "Hey, you okay?" He put a hand on Remus's shoulder. Remus jerked back, giving a slight gasp of surprise. "Whoa! Hey, didn't mean to startle you."

James and Peter were looking at Remus curiously now too. "You've gotten real pale there," Peter said.

"Oh Merlin, are you, uh, having a, um, a-one of those-your-you getting all sick?" James stumbled over his own words as worry wrapped itself around him.

"You're breathing weird," Peter added, as Remus's breathing got rather wheezy. It was hard for him to breathe, actually.

Remus almost said no then he changed his mind. "I-don't feel good." It wasn't a lie. He definitely didn't feel good. He didn't know what was wrong, though, and that scared him. Perhaps it'd be best if he did go to Pomfrey. He probably should have gone after the party but hindsight. Now, he could go. Figure out what this horrible scraping was. Plus hide away from his friends.

It was like a switch went off in James who immediately took charge. "Let's get you to Pomfrey. Siri, get his bag in case he needs to be there overnight like he normally does. Do you need help walking?"

"N... no..."

"Come on."

James led the way, Sirius next to Remus, Peter trailing. They didn't all need to be there and Remus felt like he wanted to scream for them surrounding him like this, it was making him feel even worse. However none of them were gonna leave him which turned out to be a good thing because as they went down a flight of stairs, Remus was hit hard with dizziness, pitching forward. Sirius grabbed him, nearly tumbling as well, but managing to yank Remus back against him, and they fell backwards against the steps instead of down them.

"Merlin!" Sirius helped Remus to his feet then put an arm around him, helping him carefully down the rest of the steps.

None of them talked after that, just focused on getting Remus to Pomfrey. On the third floor they ran into a prefect who started to tell them off for being out after curfew. James straightened his shoulders and pushed his glasses up the bridge of his nose. "Our friend needs to get to the hospital wing."

Remus's whole body was shaking at that point, relying on Sirius to keep him upright. He resisted the urge to scream, to push his friends away, to run, to hide, to just-stop, stop everything! His fingers twitched as he wanted to start scratching himself again to stop the scraping feeling on his skin. His eyesight wasn't working quite either. It sorta felt like he was being squeezed, pushed through something narrow.

The prefect frowned and then guided them the rest of the way to the wing, so nobody else would cut them off. Inside the hospital wing, Sirius got Remus onto a bed while James called for Madame Pomfrey.

"He's gotten sick again," James said as soon as she came out of her office.

She raised her eyebrows at Remus. "I see. All right, the rest of you go on out." Sirius set Remus's school bag on the floor next to him, and the three of them obeyed the nurse. She closed the curtains then turned to face Remus, hands on her hips. "What happened?"

"D-d-don't know," he whispered, hugging himself, rocking back and forth. "I had a headache and-and then I started feeling panicked and upset and-and then I c-c-couldn't breathe and I-I g-got dizzy..."

"Do you still feel this way?"

"S-sort of. Mostly. Can't see well. Squeezing."

Pomfrey came over to feel his forehead. "Did anything trigger this?"

"Trigger?"

"What was going on when you started feeling this way? Lie down." He licked his lips before nervously unfolding his body, stretching out on the bed. He told her about being in the dorm, how he felt. Pomfrey nodded and took some of his vitals, writing everything down. Once she was done, she sat down in the chair next to his bed. "Have you ever had anything like this happen before?"

"S-sort of. Yeah. At th-the Slug Club Ch-Christmas party it w-w-was like this." He was already starting to feel a little better now that he wasn't surrounded by people. He told her this, as well as that's how it was with the party: once he left to hide out in the dorms he started feeling less... less... "Like I'm b-b-being buried alive," he finally got out, not sure if that really was right or not.

"I think you've suffered an anxiety attack," Pomfrey said. "Your body kicked into a sort of fight or flight mentality. It sounds like being around your friends is what pushed you ever the edge..."

"I w-w-wanted to be alone but didn't know how to-to get rid of them without-making them-suspicious," he admitted. He did not want to say that it was cause he realized how dumb he was for being... casual, he thought miserably, remembering his father's warning.

Pomfrey nodded and then fetched some pajamas as well as a potion. "If you'd like to stay here tonight, feel free. Here, take this."

"It m...might help," he admitted then swigged down the potion. To his surprise, he felt something calm and relaxing creeping through his body. He felt a lot better. He drifted into one of the bathrooms to get changed and then spent the rest of the evening studying until Pomfrey threatened to throw his text book out the window if he didn't get some sleep.

()

Sirius was a Legilimens, able to slip into Remus's head. He perused through Remus's memories almost casually, pulling out the ones of him as a werewolf to show off to James and Peter. They pointed their fingers at Remus, calling him a freak, a monster, that they knew, they always knew he was so different, so wrong. Sirius grabbed Remus and, with his broad smile on his face, shoved Remus down a flight of steps. At the bottom were silver spikes. Just as he was about to hit him-

He woke up screaming. "NO! NO! NO!" He thrashed against the blanket and then began freaking out because he didn't know where he was. He fell off the bed, rolling underneath, wrapping the blanket around himself, whimpering. As a light turned on, flooding the room, he remembered he was in the hospital wing.

He saw fluffy beige slippers hurrying to his bed. "Mr. Lupin? Remus?" Pomfrey sounded quite panicked, then yelped as Remus pushed himself out from under the bed. She helped him back onto the bed. "What happened?"

"N... n...n-nightmare," he managed to get out, feeling so sick. He curled into a little ball on the bed, wanting to disappear. For a brief moment he thought he should have never come back after the holidays. His parents were right. His fears had been right, he couldn't pass himself off as-as... human... "Sss-s-ss-sorry..."

Pomfrey pulled the blanket up over his small body. "Don't you worry, dear. Is there anything that can help you sleep?"

"Th... that potion you g-gave me earlier made me f-feel a little calm for a while..."

She disappeared and returned with another vial. "It's a relaxation potion, though best not to be used too often. Just a little, to help you sleep."

He drank it down, calming down once more almost as soon as it got to his stomach. He thanked the nurse then curled back up, a few tears squeezing out. He felt so-pathetic. Useless. Problem-causing. A burden. He was just glad nobody else was in the hospital wing tonight. He heard Pomfrey retreat to her rooms, and he adjusted himself so he could pull one of the pillows down, hugging it tightly. That helped him feel a little better too.

I miss Gwyllgi, he thought miserably. He knew if he brought his childhood stuffed animal with him he'd be teased mercilessly, however he really, really wanted to snuggle with it. That's one perk of being home, he thought rather hazily before finally drifting back to sleep.

()

Remus ate breakfast in the hospital wing and was excused from Charms; Madame Pomfrey sent a note to Flitwick. However while class was in session Remus went up to the Gryffindor tower to take a shower and get dressed for Herbology. His friends were all very happy to see him however he was even happier when he noticed spending some time alone meant they didn't grate at him like they had the night before. After class, he thanked them for helping him out, also apologizing for causing so much trouble. Of course they promised he was no trouble, didn't need to apologize, blah-blah-blah. Remus just smiled, not believing them for a second.

Lily wanted to know what happened since apparently, "Those idiots wouldn't tell me anything!" so Remus just said he had a minor relapse, nothing major, he just needed some medicine, and rest and relaxation. Lily's forehead wrinkled up. "Should you be in classes, then? Today?"

"It was j-just a small thing," he promised. "I'm fine now. And if it g-gets to be too much, I c-can leave class."

()

That night after Astronomy he had another nightmare. It was similar to the one he had in the hospital wing only instead when Sirius pulled out the memories of Remus being a werewolf, it turned Remus into a wolf. He paced around the room they were in, slobbering and snapping at his friends. Sirius pulled out a potion. "This will calm you down!" he said and threw it at Remus. Remus caught it in his jaws and bit down, sending glass and liquid everywhere. Only it wasn't a potion. It was liquid silver and it began burning his mouth, his throat, his stomach. He collapsed to the ground suddenly human again, twitching and howling in pain until silvery blood began bubbling out of his mouth and-

Remus woke up screaming, soaked in sweat. As soon as his scream died, his hands flew to his mouth as if expecting the silvery, frothy blood to be coming out. He jerked forward onto all fours, coughing into his hand. He couldn't see too well. There was only a tiny sliver of moon outside and with his curtains shut it was pretty dark. Just as his eyes started adjusting, his curtains opened.

Silver glowed at him.

Remus jerked back, giving a tiny cry of fear before realizing it was Sirius's eyes in the dim light. "Wh-what are you d-d-d-doing?" Remus asked, his voice rather hoarse.

Sirius glanced over his shoulder at the other beds then climbed onto Remus's bed, shutting the curtains. "I heard you screaming." He knelt in front of Remus, voice full of concern.

Remus clenched his teeth, remembering that Sirius hadn't had the absorption spells put on his bed. It had been a month since that conversation, Remus had almost forgotten. "How?" he asked, since he wasn't supposed to know.

Sirius's face went dark as he blushed, and began rubbing the back of his head. "Er, uh, well, my-my curtains were open."

"Liar."

"All right, so I didn't have the spell put on my bed," Sirius grouched as he adjusted his position so he was sitting down next to Remus.

Remus sat down as well, cross-legged, feeling extremely weird to be sitting on his bed with someone else, with the curtains closed. It kinda felt like a cage. "Why not?" he demanded, finally able to ask the question that had plagued him before Christmas.

Sirius began running his fingers through his hair and then smoothing it back down. "Does it matter?"

"Yes! The-the whole p-point is for me to not wake you lot up!"

Even in the dim light Remus could see how tense Sirius's jaw was. "I'm just trying to help..."

"Maybe I don't need your help," Remus snapped without even thinking, then immediately regretted his words.

Sirius's eyes blazed. "You certainly seem to need a lot of help!"

"What's that supposed to mean?"

"You're not exactly..." Sirius trailed off. Remus waited, arms folded, shoulders tense. "Never mind."

"No, go on. Say it."

"No."

"Say it!"

"You're not exactly strong! Or healthy! Or-" He stopped and then shook his head rather violently. "What's wrong with needing help?"

"I don't, that's what!"

"There's nothing wrong with needing h-"

"I DON'T NEED HELP!" Remus yelled then covered his mouth with his hands, terrified for a split second he had woken the others up, then remembered the spells on his curtains.

Sirius's temper flared up. "Fine then! Next time you almost faint down the stairs, I should just let you."

"Well-if you guys hadn't been there it wouldn't have been so bad!" Remus snarled right back.

Sirius reeled back, mouth hanging open slightly. "Wh... what?"

"Nothing."

"What did that mean?" Now Remus couldn't look at him. He felt disgusted with himself for saying that, for starting this argument. His stomach churned and he wanted to cry. "C'mon then. What did you mean by that?" He was furious.

Remus shifted around, uncrossing his legs then pulling his knees up to his chest, ducking his head down, hair covering most his face. He didn't want to say it... but... he sorta also did. "Sometimes it's hard, okay?" He was whispering so softly he wasn't sure if Sirius could hear his confession. "Being around you three."

"Oh." Sirius sounded very hurt by that.

"Not-not like that. I like... being your friend... but... sometimes it just-gets to me. Like. It's too much, having to talk and be around people. Not just you. Anyone, really. Even talking to Pomfrey was itchy and discomforting."

Sirius was silent for several seconds. "Why?"

"I don't know. It just feels that way sometimes. I'm not used to people. Remember? And-and it just-" He burst into tears, unable to stop.

"Oh-oh Merlin, no-don't cry. Hey. Hey." Sirius got back on his knees to get closer and very stiffly pat Remus's shoulder. "I didn't mean to upset you!"

Remus shook his head, burying his face in his arms. Now he could feel nothing but humiliation at Sirius watching him cry like this. He was making the other boy very uncomfortable, he sensed that. Smelled it. He wanted to apologize for being so screwed up and broken and wrong, but couldn't say the words, couldn't risk saying those words. He wished he could. Wished he had someone his own age to be honest with. It wasn't as if he could say these things to McGonagall, or Fawley, or definitely not his parents. He wanted someone to connect with. A friend, who knew.

He sort of wished Sirius knew.

But he could never know.

"Sorry," Remus hiccuped after a minute or so, he wasn't sure how long he had been crying really; time wasn't really working right in his head. "I'm sorry."

"No, it's my fault. You don't have to apologize-"

"I'm still sorry." He wiped his face off on his pajama sleeves then finally looked back up. "Look. Uh. Thank you for-for trying to help. I'm sorry I snapped at you, it's j-just been a long day."

"Yeah..." Sirius sat back on his heels, giving a shaky smile. "I kinda snapped too. I'm sorry." Now that the fight was over, the apologies made, the air was full of absolute awkwardness. "I should uh..."

"Yeah," Remus agreed.

Sirius slipped out of the bed and then paused. "Um, I can ask McGonagall to put the spell on my bed if you want. But if you don't, uh, mind... I mean, if you ever need someone to talk to after your nightmares I don't mind. At all. Honest, I don't."

Remus tugged at his bottom lip then slowly his shoulders rose and fell. "I'd rather n-not wake anyone up however that's entirely your decision."

"Not entirely, cause it involves you too, doesn't it?"

Remus looked away. "I d-d-don't mind," he finally whispered. He could feel Sirius smiling. "G-goodnight."

"G'nite, Remy."