Remus stared up at the canopy of his four poster bed listening to the tick-tock of the brass alarm clock on his nightstand. It was pitch dark and the others were breathing softly. He knew Sirius was awake too because they kept glancing at each other from across the room, waiting for the other Gryffindors, Jacob and Pallas, to fall asleep.

His mind was racing. A guilty, shamefull feeling was pooling in his gut. He didn't know why it had never occurred to him before this year, but the sudden realization that his friends would be with him during his transformations was... well... unsettling to say the least.

All these years he put his foreboding toward the back of his mind because he knew the day was so far off… it would be years before they would get it right, he could tell them later...

But the year had come. They would be Animagus before Christmas and if he didn't speak up now then they'd be going into it all unprepared. All the blood, the rage, the violence— how could he have led them on so long without speaking up? What would they even think of him when he told them?

Remus sighed and glanced at the clock. Half past one in the morning. Lifting his head, he made eye contact with Sirius who nodded and pulled his sheets back, tip toeing quietly across the room. Remus sat up, reached around and began pulling the curtains closed as Sirius slid onto the end of the bed.

Once they were all shut, Sirius pointed his wand at them and whispered, "Silencio Totalus... — ...Lumos Confindus!"

The small, rectangular cocoon of their four poster bed was filled with a soft golden light that had no distinguishable source.

"Here," Sirius threw him a handful of chocolate frogs and tore open a wrapper of his own.

Remus grinned and propped his pillows on the headboard, getting comfortable. He unwrapped a frog and bit into it.

"Thanks mate," he said, sighing deeply.

Sirius made a small show of flipping his wand into the air to get Remus to smile again, and grinned back. "No problem. So... I've already gathered that this isn't about Peter turning into a jellyfish…"

"No," Remus let out a reluctant laugh. "I'm not sure where to start…"

There was a pause.

"Is it about— in case something tragic happens to us?"

"No…"

Pause.

"It's about," Remus said finally, "what you asked me in third year. During exams… do you remember?"

Sirius frowned at him. And then he remembered…

"Oh… I asked you what it was like when you transformed… and what it felt like. But you refused to tell any of us..."

Remus bit into the frog again. "Yeah… and I didn't answer you because it's really…"

There was a long pause. A minute passed as Remus fought for the words, opening his mouth and hesitating again and again.

"Think I'm old enough to stomach it, yeah?" Sirius said quietly. He wasn't eating the frogs anymore but leaning against the footboard, watching him closely.

Remus sighed again.

"Okay…"

He screwed up his face, looked at his knees, and began slowly.

"Well, it starts with my whole body seizing up. I go into some sort of rigorous fit, my limbs start vibrating and my blood speeds up in my veins. Then slowly, my blood starts heating up, until it's at boiling temperature. And I can feel it burning, like my whole insides are plunged into scalding water. And then... and then my bones start to break. I feel everything with this — heightened sense of being… it's like some giant hand is reaching into me and snapping me to bits… and they break through my skin and it's just a bloody mess— my muscles slice open, my organs get punctured. My nerves go completely on fire… my skin stretches itself around the wounds and it feels like hot wax is molding it back together. The bones that don't break crumble or elongate. Then, as soon as all that stops, I start snapping back together in the form of a wolf, and hair starts growing all over me. It feels like icey needles stabbing every pore of my body. My teeth are pushed out of my gums as my fangs grow in. That's why I have to make sure I'm face down 'cos if I'm on my back I can suffocate. And it's right after that… when my fangs form properly… that I lose my mind. I become— angry, I hate everything, I hate myself, I become a mad, diseased thing. The rest is always a blur… but it's almost over at that point, not much left except the tail and claws… they can't be much more painful so it's probably why I don't ever remember them much."

There was a short pause.

"The transformation back feels the same," Remus whispered. "… but in reverse."

He glanced up at Sirius. His lips had parted slightly in shock, and his eyes were wide and full of—

"I don't need your pity," Remus snapped.

Sirius let out a shaky, disgusted breath, looking away from Remus. His eyes didn't change their expression though.

"Why haven't you ever told anyone?" Sirius asked, his voice extremely hoarse.

"You mean why haven't I ever told you."

Sirius looked back at him.

"I had no idea," and his voice was so full of emotion it startled Remus. "I mean I knew it was painful but… Merlin… I never knew…"

They were silent for a while.

"So that's why I'm not so keen about this whole thing coming to an end. All these years…" Remus stared upwards at the roof of the four poster bed now "I've been such a fool. I kept thinking… I'll tell them later, I'll deal with it later… but now it's 'later' and I'm just so… so scared."

Sirius shifted on the bed but Remus went on.

"It's so humiliating. All the blood, and teeth, and screaming. And I'm naked…" his voice dropped into a helpless whimper as he said. "I… I…"

"I know."

Remus looked at him.

"I mean I don't know… I just know that… you wouldn't want us to ever see that. I wouldn't, if it were me."

His voice was getting stronger, returning to normal, but his face was still extremely disturbed.

"Yeah," Remus whispered.

They fell silent for a moment.

"We just won't… look at you."

Remus couldn't help it. He burst out laughing.

"Oh, Sirius… everything is so simple to you," he laughed, shaking his head at his knees.

Sirius smiled back. The tension left by Remus' horrific speech was suddenly broken.

"Okay, okay… but we'll try," Sirius said conversationally. "It's too late for us to go back now. And I know you can't, but for Animagi our clothes transform along with us. One of us'll just put on an extra cloak before morphing, that's all. I'll do it. And I'll make sure you're covered up before you've even turned back all the way."

Remus looked him sadly, then dropped his eyes to his knees again.

"Okay," he whispered.

Sirius opened another frog and threw it to Remus who smiled weakly and ate it in silence.

"Thanks for telling me," Sirius said.

It seemed odd to say 'you're welcome' back, so Remus just looked at him.

"You know, we're the closest, you and I— besides me and James. So thanks for trusting me… is all…," he trailed off awkwardly.

"Thanks for not freaking out or blubbering," Remus muttered.

Sirius let out a bark of laughter.

"I would never blubber the way Peter does," he said grinning.

"Hence why I would never tell Peter," Remus said laughing.

They paused again, just soaking in each other's company in silence.

"What's the time?" Sirius said after all the chocolate was gone.

Remus reached out of the curtain, felt around for his clock, and then pulled it inside with them.

"Two… seventeen," he said, squinting at it.

"U'kay."

Remus reached for his wand and muttered Nox.

Both he and Sirius parted the curtains on each side of the bed and the one at the footboard. Moonlight streamed in. Sirius swung his feet over the edge and gathered up the frog wrappers slowly, trying to keep the crinkling as silent as possible. He sat there letting his eyes adjust as Remus wriggled under the covers again and pulled the pillows flat.

"Remus…" he whispered. "What kind of Animagus do you think I'll be?"

There was something stiff about his pillow so Remus turned onto his side, smiling.

"I like to picture you as one of those great big friendly dogs…" he whispered softly in the general direction of Sirius' dark silhouette. "You know, the kind with the big beady eyes and the droopy, floppy ears… and long hair… and a tail that never stops wagging."

A soft breath told him Sirius had burst into a smile.

"That'd be wicked…"

Remus smiled wider, but wasn't sure Sirius could see.

"Where are you?" Sirius whispered.

Remus reached out and his hand ran into Sirius' arm. Sirius's left hand felt its way up Remus' arm to his shoulder, then to his neck— and then straight into his hair.

Remus stiffened. What the bloody hell was he doing?

Sirius shifted on the bed, and then Remus felt warm breath on the side of his neck.

"Sirius!" he hissed, completely frozen.

Sirius laughed softly, his hot, wet breath causing shivers to erupt all over Remus' body, and he whispered, "Remus…you're lying on my wand. Move."

His hand had indeed moved past Remus' hair and onto the pillow beyond it. Remus, completely unnerved, shifted his head forward and felt the strangely stiff part of his pillow become soft and squishy again as the wand was removed. The body on top of him moved off and went back to its original seat.

He could tell Sirius was amused by his reaction.

"You ponce, I thought you we're making a bloody move on me," Remus scolded before Sirius could laugh at him about it.

He did anyways.

"You wish, Moony…"

"Moony? What the hell is that?" Remus whispered, laughing.

"Nickname I just made up," Sirius sniggered.

"Sirius, go to bed," Remus shoved him in the shoulder.

Sirius laughed again and padded over to his bed.

"Goodnight, Moony," he whispered from across the room.

"Goodnight, ponce," Remus whispered back, and they both laughed into the darkness.

But as Remus turned onto his other side and began to fall asleep, he felt his skin tingling where Sirius' hand had brushed it. His hair was prickling where Sirius' fingers had run through it. His neck tingled where Sirius' breath has misted it.

Remus frowned, and felt something strange and warm shoot it's way through middle of his abdomen. He lifted his hand to rake his fingers through his hair in an effort to normalize his nerve endings, but they still prickled tantalizingly.

There was an empty sort of ache in his chest, and for the split second before sleep claimed him, his memory drifted back to the moment when Sirius had breathed hotly on his neck and whispered his name…