A/N: I had a lot of fun writing this chapter, so I hope you like it. Thanks for reading and reviewing! Enjoy!

And to The Allknowing Tonks, happy birthday a little early!

I don't own the Potter universe.

Memory Lane

Harry's face, which had been before them in the fire only moments earlier, was gone. Sirius and Remus were left staring into empty flames as they both processed all that Harry had just told them. Neither was concerned by what Harry had seen; in their minds, he had received a rather nostalgic glimpse into their lives and the lives of his parents when they were his age. The fact that he had seen Snape's memory of being tormented by James was less upsetting to them than the Potions Master's refusal to continuing teaching Harry Occlumency.

"This isn't be good," Sirius said as he stood to his feet. "No, this isn't good at all."

"It's the opposite of good," Remus said grimly as he, too, stood up. "You were right, Padfoot. Old grudges were too much for Severus to overcome in the end."

"Yeah, well, this is one time I'd rather be wrong," Sirius said heavily. He sat down at the table, shoving Remus's maps to one side. "Were you serious? Are you going to talk to Snape about giving Harry lessons again?"

"Yes," Remus replied, sitting down across from him. "Someone has to talk to him, and I really doubt that Harry will. You heard him – he's terrified to talk to Snape."

"Well, most people are," Sirius said with a hint of a smile. "It probably would sound better coming from an adult, anyway." He looked thoughtful. "We'd better tell Dumbledore, too."

"You want to involve Dumbledore?"

"He needs to know."

Remus shook his head. "Doesn't that seem a bit like we're telling on Snape?"

"Well, he deserves it," Sirius said, his face twisting into a rather ugly expression.

"You know, that's not exactly the attitude that Harry needs to see," Remus said mildly.

"Eh, he's fine," Sirius said, waving his hand. "He just said that he feels sorry for Snape – and you know how James would have taken that."

"Think of how Lily would have taken it," Remus said quietly.

Sirius stared at him for a moment without saying a word. Remus nodded.

"He's more Lily than James, Sirius. I've seen it for awhile."

Sirius remained quiet for a moment before speaking. "I can't say that's a bad thing," he said at last. "Lily was a truly wonderful person."

"I think even James would rather have Harry act more like his mother as a teenager," Remus said.

Sirius nodded slowly. "It's like Harry said – James was a bit of an idiot when we were at Hogwarts." He grinned. "So was I."

"So is every teenager," Remus smiled. "I'm not saying that Lily was this pillar of perfection at the age of fifteen. She was kind, but she was also snobby. She was a wonderful friend, but she thought she was too good for James." He paused. "You were friends with both of them back then. Would you rather have Harry be more like one than the other?"

"I don't know," Sirius said blankly. "It's like I said to Harry – James was the best friend I ever had. He and his family took me in when my own family wanted nothing to do with me. But Lily – Lily was the sister I never had. I wouldn't trade my friendship with either one of them for anything."

A pop sounded, and both men looked up. Olivia smiled at them as she joined them at the table.

"Miss me?" she asked, leaning over to kiss Sirius.

"What are you doing here?" he asked blankly.

"I had some free time, so I thought I'd come over and say hello," she smiled. "What's going on?"

"Harry was just here," Sirius said.

"Harry?" she asked, frowning slightly. "James and Lily's Harry?"

"Yes."

"What was he doing here? Shouldn't he be at school?"

"Sirius didn't explain that very well," Remus said. "He is still at school. He talked to us over the Floo Network."

"How did he pull that off?" she asked. "From what I've heard, communicating with anyone outside Hogwarts is quite a feat."

Sirius and Remus looked at each other blankly.

"We didn't ask," Sirius said. "I'm not sure how he found an open fire."

"I'm guessing it involved quite a bit of rule-breaking and a few major distractions," Remus mused. "I hope they did something truly awful to Umbridge."

"Remus!" Olivia laughed.

"Well, she deserves it," Remus said fiercely. "I still can't get over the fact that she's running that school. The idea makes me ill."

"Well, in an effort to keep you healthy, why don't you tell me why Harry was here?" Olivia said.

"He took a tumble into Snape's memory via a pensieve," Sirius said. "He saw something he shouldn't have seen."

Olivia screwed up her face. "Do I even want to know?"

"Nothing like that," Sirius laughed. "He saw James tormenting Snape."

"Well, there wasn't anything unusual about that."

"He saw him tormenting Snape during our OWLs," Sirius clarified. "Do you remember? Down by the lake? We had just finished the Defense written exam, and James started hexing Snape just for the fun of it. He had him flipped upside down at one point . . ."

"And Lily ran over to stop it," Olivia said quietly. "Yes. I remember."

"Harry was pretty upset by it," Remus offered.

Olivia nodded. "How much did he see?"

"Most of it, from what he said," Sirius replied. "He saw us sitting around, James showing off for Lily, Snape sitting down, James hexing Snape, Snape trying to fight back, Lily running over, James and Lily screaming at one another . . ."

"Lily screaming at James, you mean," Olivia corrected. "He would never scream at her."

"True enough," Sirius replied. "He was completely infatuated with her."

"She was with him, too," Olivia said.

"Oh, come off it," Sirius laughed. "She wouldn't give him the time of day back in fifth year!"

"That was another thing that really got to Harry," Remus said. "I mean, he was horrified to see his father picking on Snape, but he was just as upset about how much Lily disliked James."

"The thing is, I don't think she was all that repulsed by him," Olivia smiled. "I remember after that whole mess we found her up in the dormitory, completely miserable. All I remember her saying was that she couldn't understand why James had to act like that. I think she did fancy him back then, but didn't think she should like him. I think that's why she fought so hard against him – she wanted to make him change."

"You women," Sirius laughed. "Always thinking you need to change your men."

"I knew better than to try to change you," Olivia smiled. "You always had to go your own way."

"Yes, well, you didn't hate me in fifth year," he grinned. "We were friends."

She smiled. "I think I was infatuated with you back then, too," she admitted.

Remus laughed. "You and Lily could have saved us so much melodrama if you had just been honest about your feelings back then."

"But then where would the fun have been?" Olivia laughed.

Sirius smiled sadly. "I wish things could have been different."

"We all ended up with the right people in the end," Olivia said.

"Yes, but I wish we could still be with those people," Sirius sighed. "You and I should be married, fighting the forces of evil together. Remus should still have Laura, and they should be baptizing their seventh child."

Remus choked. "Seventh?" he squeaked.

"Yes, you strike me as the virile type," Sirius grinned.

"I don't even know what to say to that," Remus said. "Thank goodness Laura isn't here to hear it."

"You still miss her, don't you?" Sirius asked.

"Of course," Remus said simply. "I still love her."

"You were supposed to be with her forever. You should still have her. And Harry should still have his parents," Sirius finished. "James and Lily should have had the chance to raise their son. Can you even imagine what his life would have been like if they had lived?"

"He wouldn't be famous," Remus said. "He'd just be Harry. He'd have James and Lily to send him to school every year and to welcome him home for every holiday. He'd be spoiled, I'm sure."

"He certainly would be," Olivia laughed. "Do you remember the party James's mother threw for Harry's first birthday?"

Remus gave a teasing smile. "Would you rather he be like that, Sirius?"

"I'd rather he have his parents," Sirius said at once. "Wouldn't you?"

"I'd give anything for him to have them," Remus said. "I'm sure he would be a better person if they had been alive to raise him. But, I think he's a remarkable person, even without knowing them. And I think he's more like them than he'll ever know."

"Except for this fear of talking to Snape," Sirius said. "He didn't get timidity from James or Lily!"

"He's afraid to talk to Snape?" Olivia asked.

"After Snape caught Harry in his memories, he refused to teach him Occlumency anymore," Remus explained. "I told him to go talk to Snape about it."

"But Harry refused to talk to him?"

"No, he said he would . . . but I've spent enough time with teenagers to know that he just said that to get me to leave him alone about it."

"So what are you going to do?" Olivia asked. "He needs to learn Occlumency!"

"I'm going to go up to the school to talk to Snape," Remus said. "I'll give it some time – let the shock and humiliation wear off a bit. But I will talk to him."

Sirius nodded. "The sooner the better, I'd say."

"Are you sure, Remus?" Olivia asked. "Do you think he'll listen to you?"

Remus shrugged. "I don't know. But I have to try."

That night a full Order meeting took place. The vast majority of the members, with the conspicuous exceptions of Dumbledore and Snape, were there. As Remus watched Tonks walk into the meeting, he felt his pulse speed up slightly. He mentally kicked himself. He had made such wonderful plans to stay away from her, to distance himself before he could fall in love. He knew that his plans were for the best, and that they were the most responsible way to handle their relationship. Why, then, could he not take his eyes off her?

Tonks slid into the seat next to his as Moody called the gathering to order. Remus barely heard a word that was spoken during the meeting. He was completely preoccupied with noticing every small move that Tonks made. He breathed a bit deeper than usual, loving the scent of her perfume. He wanted to reach out to touch her, but refrained. He forcibly reminded himself that he was no longer a teenager, and that he was fully capable of keeping his emotions and hormones in check. He tried even harder to focus on the meeting.

At long last, the meeting was adjourned. Before he had a chance to excuse himself, Tonks turned to him with a smile.

"Can we talk for a minute?" she asked.

"Of course," Remus replied automatically.

"Good," she said cheerfully. She looked around at the other members, who were breaking off into their own small groups to chat. "Er – would you mind if we went somewhere a bit more private?"

"All right," Remus said, knowing where this was leading. He followed her out of the room a bit hesitantly, wondering if he would be able to stick to his resolve to be her friend and nothing more.

Tonks led him to a small, unused room off the kitchen. Remus had asked Sirius about this room once, and had received a shrug in reply. Apparently, his parents had not found a use for it during their years in the house.

"Well," Tonks said a bit nervously, waving her wand to light the room.

"Deep thought," Remus smiled.

She rolled her eyes at the silly pun and smiled. "I've been wanting to talk to you forever," she admitted. "I just haven't been able to find the chance to do it."

"What do you want to talk about?" Remus asked.

She bit her lip nervously. "Right before we took the kids back to Hogwarts at the end of their holiday, we started a discussion about a certain incident that took place on Christmas. Due to circumstances beyond our control, we haven't been able to finish that conversation. I'd like to do that now."

"Tonks," Remus sighed. "You're talking about that kiss, aren't you?"

"Yes," she said.

He nodded silently, considering his words. "That was a truly lovely moment. I won't insult you by pretending that I didn't enjoy it. But, Tonks, it can't happen again."

The color drained from her face. "What do you mean, it can't happen again?"

"Don't you see?" he said a bit desperately. "It just wouldn't work!"

"What wouldn't work? You and I?"

He shook his head. "I'm too old for you, Tonks."

"Why don't you let me decide that?" she exclaimed. "I don't think that at all! Remus, you told me that you don't ever kiss without meaning it. If that kiss meant something to you, then how can you just turn your back on it? How can you turn your back on us and the potential that we have?"

"Because it's not going to happen," he said. "I won't let us hurt ourselves like that."

"Who said anything about hurting ourselves?" she asked, stepping a bit closer to him.

"Tonks, I just don't see how this can end well," he said. "I can't let myself fall in love with you. There's just too much risk. I lost someone I loved once. I don't know if I can live through that again."

"Remus," she said quietly, stepping close enough to lay her hand on his chest, "I'm not going anywhere."

He swallowed hard at her touch. "No one says they're planning to leave at the beginning of a relationship," he said.

"Remus, you can't just look at the potential negatives," she said softly, reaching up to touch his face. "Sirius is right. You do worry too much."

He bit his lip. "I can't fall in love again," he whispered.

"Yes, you can," she whispered back. She moved her hands up to cradle his face.

"Tonks," he whispered.

"Shhh," she said quietly. She leaned up to kiss him.

Remus kissed her back at once, putting his hands on her hips to pull her to him. There was a certain desperation to their kiss, as though they were each trying to prove something to the other with the action. The seconds stretched on into moments as they kissed; neither of them wanted to break the connection.

A horrific screaming filled the air, and they pulled apart. They looked at one another with hazy eyes.

"Still sure that it's a bad idea?" Tonks asked.

"Let's talk about this later, shall we?" Remus said briskly. "I want to see what's going on."

Tonks groaned inwardly, wondering how long it would take for them to discuss this encounter. She sighed, and followed him out of the room.

They only needed to go to the kitchen to discover the problem. Fred and George Weasley were standing in the middle of the room, cowering slightly as their mother screamed up at them.

"What's going on?" Remus asked as he came to a stop next to Sirius.

"They've left school," Sirius said in wonder.

"What do you mean?" Remus asked in shock. "They can't just leave!"

"I believe that Molly did scream that at them at some point," Sirius grinned. "They said they don't need their NEWTs, they can't take Umbridge anymore, and they've already got a building for the joke shop. They wanted to tell their parents before they headed to Diagon Alley to get to work."

"They're really serious about this?" Remus said quietly.

Sirius nodded. "Seem to be."

Remus shook his head. "It's completely unbelievable. No one just leaves Hogwarts!"

"From what I've heard, no one does a lot of things that those two do," Tonks smiled.

"That much is true," Remus said. "Still, though. I don't even know how to react to this."

"Personally, I'm impressed with Molly's ability to scream at them," Sirius said. He glanced at his watch. "I'd say she's been going for a good five minutes without stopping."

"Where's Arthur?" Remus asked.

"Over there," Sirius said, indicating a chair slightly to the right of the twins. "I don't think he knows what to make of all this."

"He does look a bit shell-shocked," Tonks smiled.

"I suppose I wouldn't be happy if my children had just fled Hogwarts," Remus said.

"Even if they were fleeing Umbridge?" Sirius asked with a knowing smile.

"Well, I might have to make an exception for that," Remus grinned. "I hope they did something horrible to her before they left."

"Remus!" Tonks laughed.

"She deserves it," he said. He grinned. "If I know Fred and George, it was an experience that most of the students will never forget."

Remus waited two weeks before going to Hogwarts to talk to Snape. Beyond wanting to give Snape time to get over the humiliation of Harry witnessing a rather horrific memory, he wanted to give Umbridge time to get over the twins' escape. He had finally managed to get the full story of the portable swamp distraction and broomstick exit from them, and knew that the new headmistress couldn't possibly be taking it well. Although he had laughed when he heard the story, he had to admit that he was rather happy not to be working at Hogwarts in the aftermath of their dramatic departure.

Aside from making time to talk to the twins during that two weeks, he had also made it a point not to talk to Tonks. Their kiss had left him completely confused. He hadn't even confided in Sirius about the matter. He felt too adrift in a sea of emotions to even try to analyze it. He had shelved the entire incident, promising himself that he would think about it "later."

His thoughts were still with Tonks as he made his way up the front steps of the school. The memory of her lips on his was shoved aside, however, as he approached the front door, wondering if he would be able to get into Hogwarts. He knew that Umbridge's security kept most mail from the students for weeks at a time; he wasn't sure if it would also keep visitors from the teachers.

He opened the front door and stepped into the school. A security troll met him almost immediately.

"Oh," he said. "I'm here to see Professor Snape."

The troll leered at him, but did not speak.

"May I just pass, then?" he asked.

The troll grunted. Remus wasn't sure if that was approval or not, and shifted his feet uncertainly. He was just trying to decide if he should leave and write Snape a letter when Professor McGonagall appeared.

"Remus!" she exclaimed. "What are you doing here?"

"I came to talk to Professor Snape," he said. "Is he in school today?"

"Of course," she said. She looked up at the troll. "Professor Lupin is permitted to enter anytime he chooses," she said.

Remus grinned. "You'd better not let certain people in a position of authority hear that," he said. "I'm sure some people would be more than happy to keep someone like me as far from this school as possible."

"Yes, well, I am still the Deputy Headmistress, and I do still have some authority in this school," McGonagall said stiffly.

Remus smiled. "I'm so glad," he said quietly.

"I believe that Professor Snape has a class right now," McGonagall said briskly, clearly eager to change the subject. "It will end in ten minutes, though, if you'd like to wait."

"Thank you," he said. A mischievous glint sparkled in his eye. "Actually, while I'm waiting . . . I'd rather like to see the twins' swamp. Can you tell me where it is?"

She smiled. "I'll take you there."

As they walked up the stairs together, Remus couldn't help but notice the signs that the school was fighting back against its administrator. Parchment, broken quills and ink littered the corridors, something he had never seen when Dumbledore was headmaster. Torches were hung in their brackets at bizarre angles. Paintings, too, appeared to be falling off the walls. Suits of armor were missing pieces; one of them meowed rather ominously at them as they passed.

"Mrs. Norris," McGonagall sighed. "It's not the first time she's been stuck in a suit of armor recently."

Remus hid his smile. "Should we help her?"

"Mr. Filch will be here in a moment, and I don't dare take away the joy he'll find in threatening to disembowel the students for such an action."

Remus laughed.

"And here," McGonagall said as they rounded a corner, "is the swamp. Terrible shame, really. I hate to see it taking up a corridor like this, but the Weasley twins didn't leave instructions to get rid of it. We've asked Ron and Ginny, of course, but neither of them has any idea of how to banish it."

Remus grinned. Talented though the twins were, he knew that Flitwick or McGonagall herself could have easily gotten rid of the swamp that filled the corridor. "And the headmistress hasn't been able to find a way to clean it up?"

"No, it's a mystery to us all," McGonagall said, barely hiding her smile.

"Rather impressive creation, though. Those twins clearly had some good teachers."

McGonagall sighed. "If they had applied themselves to their studies, they would have led every class. Is it true they're starting a joke shop?"

"Yes," Remus replied. "They hope to be open for business within the month."

A bell rang, followed by the sounds of classroom doors banging open and students rushing through the halls on their way to the next lessons.

"You should be able to speak with Professor Snape now," McGonagall said. "I'd move through the corridors quickly if I were you. The students have a way of causing quite a bit of chaos between classes."

Remus grinned. "I'll keep that in mind. Thank you, Professor."

She nodded. "You're welcome."

Remus made his way down to the dungeons as quickly as possible. He had to agree with McGonagall; there was considerably more "chaos" in the halls than he remembered from his brief tenure as Defense Against the Dark Arts professor. He found Snape in his classroom, putting away samples of the potions made by his last class.

"Severus, hello," Remus said as he walked into the room.

"Lupin," Snape said. His eyes widened slightly, but he showed no other outward sign of surprise. "What brings you all the way to Hogwarts?"

"I'd like to speak with you for a moment, if I may."

Snape nodded slightly. "For a moment," he consented.

Remus cheered silently at this small victory. "I've spoken to Harry," he said lightly.

"How exactly is that possible?" Snape asked. "Our headmistress has very tight control over all communications with those outside our walls."

"I don't think the details of how he managed it are all that important," Remus said. "Even so, I hope that you will not use that information against him."

Snape shrugged. "Dumbledore has spent the past five years allowing Potter to bend and break any and all rules. I don't see why he should consider himself subject to Dolores Umbridge's control."

"You don't seem very fond of her," Remus said tentatively.

Snape shrugged again. "I am not in a position to speak ill of my superior. Unlike you, I do have to maintain my employment."

Remus recoiled inwardly at the words, but decided to let it go. Hard experience had taught him that Snape would eventually give up baiting his "victims" if they did not fight back. "I'd like to speak with you about what Harry told me," he said.

"By all means, bring us to the point of this conversation."

"He told me that he saw something he shouldn't have seen. A memory that you had stored in a pensieve."

"He was willing to admit that he shouldn't have seen it? That he was wrong? That's a rather impressive step for a Potter."

Remus sighed. "Severus, I know that you and James did not get along. I won't patronize you by pretending that the past wasn't as you remember. I was there, too. I know how things were between you. Even so, you can't take your dislike of James out on his son."

"Harry Potter has given me no reason to think that he has any more redeeming qualities than his father had," Snape said harshly. "I am not taking my feelings for James out on him, I am merely acting on my feelings for Harry himself."

Remus's eyes widened. "What has Harry done to you?"

"Harry is his father," Snape hissed. "Isn't that enough?"

Remus was forcibly reminded of the words James had used to describe his reasons for disliking Snape when they were students together. There was no real reason for James to harbor such a hatred for Snape; he often said that the other boy's very existence annoyed him. Remus couldn't miss the irony in Snape now using similar logic against his former adversary's son.

"What's this?" Snape sneered. "No reply? No defense for the golden child?"

"Is a schoolboy grudge really reason enough to stop teaching him Occlumency?" Remus asked, rather than responding to Snape's taunt. "You know how important it is for him to learn this skill. Surely Dumbledore told you that."

"Of course he did. But that doesn't change the fact that the boy possesses a hopeless lack of talent in Occlumency. It does not come to him easily, and he is not willing to work at it. To be honest, continuing with him for as long as I did was a form of torture."

"Teaching is about continuing with those who have to work harder!" Remus exclaimed. "It's about working with students regardless of their abilities! It's about helping them to succeed, no matter what. It's about giving them the desire to do well."

"And your one year of teaching experience gives you the right to tell me, a fourteen year veteran, what teaching is all about?"

Remus took a deep breath and released it. "So that's it, then? You're willing to stop teaching Harry, enough though his future may depend on this skill?"

"I think you're being a bit dramatic, Lupin," Snape said as though bored.

"And I think you're being a bit ridiculous," Remus snapped. "A humiliating experience as a teenager isn't worth this, Snape. Don't you think Harry's future – perhaps even the world's future – is more important than holding a grudge?"

"Don't you realize that some things are too hard to let go of?" Snape said in a deadly whisper. "I would think that you, of all people, would be able to understand that."

"What are you talking about?" Remus asked, thoroughly confused.

"You accuse me of being unable to let go of the past," Snape said. "I will admit to that. I do hold a grudge against James Potter and Sirius Black for all that they did to me when we were at Hogwarts. Perhaps I am guilty of transferring some of those feelings to Harry. But, you, Lupin, are just as guilty of living in the past."

"How is that?"

Snape smiled malevolently. "When exactly did your wife die?" he asked.

Remus's mouth dropped open.

"As I recall, it was when Harry was just a baby," Snape continued. "Yet, you still live your life as though you are a married man, completely faithful to his wife. Oh, yes, Lupin, I've seen the way Tonks looks at you. And I've seen you push her away so that you can remain faithful to a woman who has been dead for fifteen years."

"I don't – I'm not –"

Snape glanced down. "You still wear a wedding band," he said coldly. "You live in the past as much as I do, Lupin. I am not judging you or saying that the way you've chosen to live is a bad thing. All I ask is the same respect. Until you can stop living the past, kindly refrain from shoving your empty rhetoric on me."

Remus looked at him for a moment, then stumbled from the room. He leaned up against the cool dungeon wall to collect himself before slowly walking out of the castle.