A/N: I told you, I'd update soon ;P So, I hope you've enjoyed the last chapter, now here's chapter four. Dunno when I'll update next, but it shouldn't be terribly long. Please review they are my motivation to continue writing this :)

Three years earlier…

Hermione watched as each member of the Order of the Phoenix came in the house, one by one. She sat at the foot of the stairs, seeing unknown people for the first time. Some of them smiled at her, or said hello as they passed; others, completely ignored her. Severus Snape was one of those people. So was Mad-Eye Moody.

The past few days she had been at number 12 Grimmauld Place, Hermione ultimately felt ignored. She couldn't imagine what had gotten her to think these thoughts; maybe it was just everything going on, not being able to see Harry and talk to him, or perhaps not hearing from Remus these past few weeks. The last she had tried to keep contact with him was when she had informed him of Cedric Diggory's death. From there, well, all he had to say was that he was very busy. Hermione felt unwanted, unneeded, and unprepared to what was going to happen.

Then suddenly, as if out of the blue, a girl about 7 years her senior, appeared in front of her with hair as pink as a flamingo. "Hello! You must be Hermione Granger. Molly and Arthur told me all about you."

Hermione furrowed her eyebrows in confusion. "Um, hi. I'm sorry, but I don't know you." But she stuck out a hand anyways and shook the older girl's hand politely.

The girl giggled at Hermione. "It's alright. Name's Nymphadora Tonks. But everyone just calls me Tonks." She smiled down at Hermione and Hermione let a slip a smile back. Then, as if all her letters were answering her prayers, who should interfere but Professor Lupin himself.

"Alright Tonks, lets get a move on." He joked to the other girl.

Tonks waved to Hermione then smiled at Lupin. "Of course, Remus."

Lupin stopped short in front of Hermione. She looked behind him and noticed he was the last one to arrive. Resting an arm on the doorframe, a hand in his pocket, he smiled at the young girl. She's changed, he thought, as if this was a good enough reason to see her like this. Of course, he knew it wasn't and he couldn't help but letting his mind wonder to the sick, perverted fantasies he's been hiding inside his soul. Or the wolf's soul, that he wished.

Remus cleared his thoughts. This was wrong. No matter how close the full moon was, it was no excuse to place an unachievable desire on the innocent girl. He saw the long awaited look on her face and realized he had been staring at her without saying a word. "I'm sorry. I didn't mean to stare." He replaced his embarrassment with a soft smile.

Hermione, however, seemed a little upset. "I don't know how you can, there's not much to look at."

Lupin raised an eyebrow, confused at her words. "Hermione, are you alright? Is something bothering you?"

Hermione shook her head, but she knew she was unconvincing. Seeing this on Remus's face, she proceeded to tell him what was on her mind. "It's just… I - Oh, I don't know. I just seem to go unnoticed by a lot of people. It's not that I expect all the attention on me, but maybe a compliment every now and then would boost my spirit a little."

He saw her pain. She was feeling neglected. He couldn't help but feel something similar a time or two, being a werewolf and all. But he could recover, he knew that. Hermione… well, he couldn't bear but let her soak in the thought that no one cared about her. He peered inside the kitchen of Grimmauld Place, and held up his index finger at Sirius. "One minute," he whispered before sitting down next to Hermione, on the staircase.

Remus heaved a sigh, and rested his arms on his knees, calloused hands barely touching Hermione's soft, small ones. Never, in the letters they had sent in the past year, had she said anything so vulnerable and personal. It touched him, really, that she trusted him and felt close enough to tell him how she felt and what was on her mind.

"Hermione, don't you think for one minute that none of us don't appreciate you. You're the brightest student I've ever had, and you are so mature, way beyond your age. More than once Harry has told me how brilliant you are, how much he has needed you these past couple of years and the years before." He felt bold, and placed her small hand between both of his. He could vaguely see small tears starting to form in her eyes.

His heart was singing at the sight of her, but kept a calm, steady voice. "There's more to you, Hermione. When I taught you, you have proved to me how uncommonly kind you are, and passionate you have become. Even when knowing my condition you kept it to yourself, and didn't see me as…. Well, as a monster…" he took a gulp, not sure if he should continue saying what he wanted to say. But he did, knowing she would understand what he meant as just a compliment on her behalf. "You are a beautiful person, Hermione. Both inside and out."

She looked up at him, small, silent tears streaming down her cheeks. It pained him to see her like this, but he knew it was just his words bringing appreciation from her eyes. She opened her mouth to speak, but someone had interrupted.

"Remus, we have to - Oh," The pair tore apart from each other, and looked up to see Sirius with delicious smile on his lips. "I'm so sorry, didn't mean to interrupt, but Remus we have to get a start on the meeting."

Remus nodded and turned back to Hermione. "We'll talk later, okay? Cheer up, love." He patted her knee, and stood, following Sirius into the kitchen.

Hermione stayed there, however, unsure of what just went on. He told her she was brilliant, kind, beautiful. She had never felt this good about herself in a long time. But she wondered… was he playing tricks on her? He would never do that, her thoughts told her. But she couldn't help but think that maybe he wasn't the person she thought he was. And she couldn't help but feel slightly victimized by his advances on her - a fifteen, almost sixteen year old witch, bright and brilliant as she maybe, but still she was only fifteen. And he was… well she wasn't sure how old he was, but too old for her, she knew that.

It was only a day after that, that Harry arrived. While, excited and happy she was to see him, Hermione felt he was distancing himself from her and from Ron. She was always eager to know what he was thinking, what his thoughts were, and right then she wanted to know about what he thought of Voldemort's return. He wouldn't say anything though.

This bothered her, but she was still determined on helping him through all this, gaining all information she could on the Dark Arts. Thankfully, Sirius had shown her his enormous library, hidden deep within Grimmauld. The number of books must have been up to nearly 600, and she couldn't help but let a squeal of excitement slip past her tongue. He told her all about them, how they came to ownership of the Black family, and what their significance was. It made her heart swell up with joy, just seeing them all, waiting for her delicate hands to start turning their pages.

She scanned each title carefully, making sure there were no curses waiting inside, even though Sirius had assured her he already took care of that. Still, she couldn't be too sure. This was her new favorite room inside the immensely huge house; frequently Harry or Ron or anyone else for that matter, would find her locked away in here, sitting on the divan, books surrounding her in piles as she looked through them, scanning the pages word for word.

One day as she held her eyes upon an old book that seemed to go on about ancient rituals for sucking out souls, the door had swung open, causing poor Granger to jump in her seat. "Oh, Remus! It's just you," she breathed.

The former Professor chuckled as he watched her continue on in her reading. "I see Sirius had shown you his famously dark library," He couldn't help but notice how cute she looked reading, books surrounding her, engulfing her with their charm.

Hermione nodded at him. "Yes, dark indeed. I've never seen such horribly intelligent books in my entire life. They're all… so wicked."

Remus took this as conversation, and walked inside, closing the door behind him. "Well, the Black family is known for wicked magic. Sirius is by far most unlike any of them of course. Him and Andromeda, Tonks' mother. What my concern is why someone as innocent and pure as yourself would even consider reading one of these ghastly things." He picked up one of the books laying beside her and made a face at it.

She snorted at his words. "I am not innocent and nor will I ever be pure." Remus couldn't help but smile at how stubborn and strong-willed she was. "Besides, since when have I ever said no to a book?" She looked and smirked. Of course she could feel him watching her, she wasn't an idiot.

"Remus," she said, suddenly getting serious. "Now that Voldemort's back, you don't think there could be another war, could you?" The question had been pondering her mind the last few days. She knew Harry had been thinking the same question, but he had never bothered to ask her about it. So she decided to take the matter to someone who would listen.

Lupin thought over this, then answered; "It feels like, it could happen. Just like it did the first time. But all matters have been discussed within the Order on what we should do, and I think it's best to leave it up to us."

Hermione scoffed at him. He was treating her as if she was a child! "I am not a child! I am perfectly capable of leading my ideas inside the Order as well as you do. Don't pretend you don't know that Harry, Ron and I are more than willing to fight." She stared at him with hard, cold eyes, as if trying to hit him with her lethal look.

He knew she was right. How could he not notice her and her abilities? But she was too young. Her life was not worth giving up for this, unlike him, who had lived long and was ready to die. He suddenly had the huge urge to protect her. "You're right. But I'm not going risk seeing you killed, when you have a perfectly long life ahead of you, Hermione. Just give it some thought, okay? Before you go and decide to fight a war that hasn't even started."

"I already have, and I'm staying by Harry's side till the end." Hermione said this with no hesitation and pure dedication. He could only feel a swell in his heart, seeing how loyal she was. Just like Lily.

She's not Lily, and you're not 15. Stop dreaming, he told himself. Sighing he shifted his concerned face into a soft, sad smile as he stood up and headed to the door. He needed to talk to someone about this. And he could only think of one person who would understand, besides the one he had suddenly started falling hard for.

"Ah, Moony, are we playing teacher today? It seems you've been having some fun lessons with Miss Granger…"

Remus spun around to see his best friend smirking at him. He had only walked out of the library to go and find the very man who was waiting for him. "Not funny, Sirius." he said seriously.

Sirius pouted. "Oh, c'mon, Remus, I was only joking. But speaking of which, what has been going on? I invite you to stay at my home and you play the "shoulder to cry on" for our little bookworm. Should I be concerned?"

The werewolf sighed. "Well that's what I was going to talk to you about. Sirius, she's fifteen and yet, I can't stop thinking about her," he whispered in a low, meaningful tone. He couldn't help himself. Even if it was just the two of them standing there, alone, he had the strange feeling someone was always listening. Deciding this was not exactly the best place to discuss this, Remus pulled Sirius into an empty room, and one he believed was an extra study.

Once inside, he sat Sirius down in one chair and him in another, and proceeded to tell him all about his mixed feelings on Hermione. "She reminds me so much of her, Sirius. Can't you tell? How brilliant and kind and gentle she is; very loyal and brave. Lily was the exact same way. I can't stop comparing Hermione to her. It's strange, how much I seem to be wishing for her these days. And I always see her as Hermione. I can't get it out of my head. I'm afraid that's the only reason why I'm so fond of Hermione and I'm afraid if I take things into a more intimate and personal level, I'll only be doing it to get every piece of Lily that I can find out of the poor girl. Oh, help me Sirius."

Remus rested his head in his hands, unable to look at his best friend. He was ashamed. He was victimizing this poor girl for his own selfish needs. And yet, he still could only imagine the pieces of Lily as only a personality; it was Hermione's face that he thought about at night, Hermione's voice that he could hear whispering back at him.

Sirius seemed to be pondering over his thoughts. "There isn't anything about Hermione that in her own self you can find? Everything there you see as Lily?"

Remus thought for a minute, and then proceeded to speak. "Well, no. The way she reads and how bright and brilliant she is. I think that comes from herself not as a piece of Lily. She's not a know-it-all though," -he ignored the snort from Sirius that told him he thought otherwise- "She's wiser, and practical and calming… almost like she puts you in a sort of trance. The way she speaks when she tells you about something she believes in… it's full of passion and hope and… Oh dear, God what am I doing?" He had gotten up to leave, but Sirius had blocked his way out.

"No, Remus. You have to let it all out now, before you go and place something harmful on an innocent girl. I know how much she reminds you of Lily - I see it in her myself. But that being said, there are things about Hermione on their own that you alone can't help but admire and feel attracted to. Remus, she's fifteen not thirty. She may act beyond her years, but that doesn't excuse the fact that you're twice her age and she's illegal to have. Understand?"

The wolf in him growled, daring Sirius to tell him again what he can and cannot have. Then, he quickly realized what he was doing, and stopped before things got dangerous. Sirius was right. She may be a resemblance of someone he couldn't have before, but that didn't set apart the fact of her age and her future. He couldn't do that to Hermione; not when she has so much to look forward to in her lifetime. The last person she could ever want would be a dusty, dull werewolf, trying to find the person he once loved inside of her.

AWW! Well, you can obviously tell, things are going to start to progress ;D Sirius such a helper. I hope he doesn't seem too OOC, but I just wanted to emphasize the relationship between him and Remus and what his involvement in this story is. As you can see, there's a little Remus/Lily going on here. I know there wasn't any romance in Remus's friendship with Lily, but his speech in the movie about how Lily was there for him in a time when no one else was, just stuck in my head when writing this. So therefore, I created Remus once being in love with the very lovable Lily - cause it seems like everyone wants a piece of her... lol.

REVIEW! :D