A/N: Okay, here's chapter five :) I hope everyone enjoys it and please, read and review.

There's Minor warnings in this chapter (minor, as in age-wise not quantity) but nothing explicit. Just keep that in mind. Hermione may seem a little OOC (and perhaps Remus as well…) but it's my story and I can do whatever I want with it :P

Thanks again to all my faithful readers and a subscribers. Please, again, if you could kindly send me a review, I would very much appreciate it :)

Three years earlier…

What was she thinking? Remus couldn't possibly want an immature schoolgirl like her. She was a know-it-all, after all with nothing to look at but bushy hair. Hermione sat the book down, unable to read it. All she could manage to think about was her former professor, who had just left the room. The way he smiled at her, the way he had full concern in his eyes, telling her how he couldn't bear to see her killed. It was… sweet. But unbelievably ridiculous, nonetheless.

Then, she heard the voices. His voice, and Sirius. They were talking, quietly at first and Hermione ignored her urge to eavesdrop, seeing how it wasn't any of her business and nothing that needed to be addressed to in her ears. But the talking grew louder, more intense. Were they arguing? Hermione looked around the empty library, and decided against her better judgment.

Putting the book down, she walked over to the wall in which she could hear their voices coming from and pressed her ear to it. The first thing she could hear, shocked her.

"…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…."

Hermione gasped. She couldn't seem to get her thoughts in focus, she was too speechless. All this time he had been looking at her, he had been seeing… Lily? He wasn't in love with her. He was in love with parts of her that seemed only to remind him of the love he (she figured) once lost.

"…There isn't anything about Hermione that in her own self you can find? Everything there you see as Lily?" It was Sirius this time.

Hermione waited. She held her breath. Of course he only saw Lily. There was nothing about her own self that he could possibly be interested in.

"…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…"

Hermione rolled her as she heard Sirius snort.

"…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…"

Was he talking about her? Hermione wasn't sure. But she could feel a lump forming in her throat. All of this, about her, was coming from Lupin. Professor Lupin. A man who was twenty years older than her, a man who made hardly any money, a man who was part wolf. She knew his lycanthropy wasn't a problem for her, but still. It was all too much to take in at one time.

She heard shuffling of feet as Lupin cried out in frustration. Suddenly, Sirius's voice came in to play as he sounded demanding and serious. No pun intended.

"No, Remus. You have to let it all out now, before you go and place something harmful on an innocent girl…"

Where on earth were they getting this innocent thing from?

"…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?"

She understood. She understood for him, even if he may not completely. But Sirius was right. As much as they may be compatible, or attracted, there were things about them that made a relationship strictly forbidden. The age difference, was perhaps the biggest concern. She felt a ring of disappointment throughout her body. She wasn't surprised though. The past two years, she could tell how much she has become attached to Remus. As a professor, as a mentor, as a friend. He was always there for her, he always knew what to say and he always made her feel… attractive, and beautiful and smart. Not a know-it-all, not bushy-haired, not ugly.

Hermione sighed, completely frustrated with herself and her feelings. It was a good thing to have Sirius around. He would show each of them the light of things, and the reality of what they were doing and how dangerous it is. She decided to put all the books back up where she got them from and headed to her room, to soak in her thoughts and theories of the day.

He avoided her, like an infectious disease. Hermione would have said something if it wasn't for the moral wrongness of what she was wanting to accomplish from it. But she missed him. She missed talking to him, and hearing his thoughts. It was lonely without Remus.

The next few days have been torturous. He barely even said hi, and she tried to make it seem as if everything was okay. But she couldn't lie. She couldn't help but feel that restrain on her heart from the temptation that she's been dreaming of. As the full moon drew nearer, he had became more angrier, more distant.

But yet, more eager. Eager to walk right up to her, and do the most horrible, disgusting things he's been wishing to do since the night they saved Sirius. Remus would watch her when she walked, when she smiled, when she blushed, thinking of plenty of other things he could do to turn her cheeks pink. This was the wolf talking, not him. This was his animalistic urges coming through to his normal, human self. He would never do these things to Hermione. But the other side of him would.

The letters finally came in, and each Hogwarts child looked over their list of things they needed. "Well, looks like another trip to Diagon Alley." said Mrs. Weasley with a sigh. "But we can go tomorrow, I'm too tired to shop now."

"Thank goodness," Ron mumbled under his breath. Hermione laughed softly at his usual laziness.

And then, there was a sudden form of jealousy brewing inside Lupin. The way she had touched his arm and laughed at him. He wanted to run across the room and grab Ron by the robes…

This wasn't him. No, he was just speaking through his other self. But how many more times could he make this excuse? Not too many, he thought. He had to stop torturing himself though. Pushing himself away from Hermione these past few days have caused nothing but anxiety and agony on his behalf. But he had to. Sirius was right about everything. She doesn't want him, and he can't have her. She was too precious to mess up with his dirty, unforgiving self. He was a lewd old man, and she was an innocent young girl. Too pure to taint.

Remus needed to speak to her, it was practically killing him. He would control himself, he knew it. No matter the urge, no matter his condition, a talk with Hermione would solve everything and that was all he was going to do.

"You look very pretty today,"

Hermione turned around. She knew that voice all too well, but she still wanted to match the face with the voice. Remus was standing in the doorway to her bedroom. She had left the door open, wanting to listen to the hustling cheer from her friends. It was a warming sound she was used to and it made her feel happy inside.

She smiled at him and his compliment. "Thank you. And you don't look half bad yourself," She thought about her appearance first - all she was wearing was a faded pair of jeans and a soft floral blouse, that seemed to flow off her body. Her hair was in a messy bun, strands cascading around her face and neck. It was a simple look, yet delicate and pretty. It felt good to hear that he noticed.

Remus looked like he always had - rugged, manly, bookish. But she loved it on him. Today he wore trousers, like always, with a plain, button-up white oxford that framed his light muscles and lean body. Still, he was handsome as ever and the smile on her face couldn't have agreed more.

He laughed lightly. "That's pushing it, I believe. But thank you anyways. Listen, I wanted to talk to you…"

"If it's about you ignoring me these past couple of days, then please explain. I'm curious as to know what I did to deserve it." Hermione's voice was hard. She couldn't help feeling hurt though, even if she knew why. But as far as he knew, she hadn't heard the conversation he had between Sirius, so he still should have said something. Hermione's thoughts jumbled up, as she confused herself.

He sighed. "Hermione, I'm sorry. I couldn't help but feel the other day of how much you had reminded me of Lily…" She kept her back to him, not able to look at him, even though she's heard all this before. "…It was wrong of me. I felt like that was the only reason I was around you all the time. I didn't want you to think that I don't like you, for who you are."

Hermione turned to face him. "So, the only reason you like me is because you think I'm a lot like Lily?" She had meant to make those words sound painful, and truthfully, they were.

Remus quickly took back what he said when hearing her voice, and pulled her close to him, so she would listen. "No, listen to me. I realized that those were only pieces of you. There's so much more about you, than just a memory for me. You're smart, brilliant, passionate. But, Hermione, I can't look at you that way. I'm old, and you… well, you have you're whole life ahead of you. I realized that what I feel, isn't appropriate. At least not now. Do you understand?"

She did, she really did. But something about understanding that what both of them felt was forbidden, had made her angry and sad. Little prick of tears formed in her eyes and Remus saw them, immediately closing the space between them with a warm embrace. She hadn't meant to get all teary eyed, but she couldn't help it.

"Don't cry, love. I just came to apologize, that's all. I'm not going to ignore you any longer, I promise."

Hermione's small hands clutched to his shirt and the small tears had fallen from her eyes and soaked to his skin. She felt like an immature little girl, vulnerable and small.

The wolf inside Remus was gone now, leaving only his alive, human self to comfort this girl. The wild thoughts that had gone through his head earlier, had deceased to something more gentle and calming. They were only days away from the full moon, but he still managed to find that self-control that was usually gone by now. Hermione had somehow managed to tame him, the first and only person in his life to do so.

Her cheek parted from his chest as she looked up at him. "You don't have to do this. I can understand if you didn't want to speak to me. Reliving her memory must be sad for you."

"Hermione, you don't understand. I don't want to ignore you, it was heartbreaking as it was. I love being in your presence. Because of Hermione, not Lily."

She felt that urge again. The one that told her that moral thoughts were useless, and made her forget what was right and wrong and told her to focus on what felt good. Hermione pushed herself away from him, not trusting herself. But Remus seemed to think other wise.

He was drawing closer to her, feet pressed against each other's. He couldn't help himself; here she was in front of him, vulnerable and upset. Hermione needed comfort. She needed his comfort. She needed him. He could feel it. Everything about her told him the same thing over and over again: kiss her, kiss her! She wants it, and you know it. Take advantage.

He shook these thoughts. They weren't him. They were the wolf, picking on this poor girl who's done nothing but see past that wolf and accept it. And she's going to accept it. She's going to love it.

He tried to stop himself. But his feet were growing closer to her and he was sitting her down on her bed and he was sitting with her. Her eyes peered into his, looking confused and worried.

She's just playing tricks. She wants you, Remus. She wants you to take advantage of her, dominate her.

Remus didn't think much more after that. He placed his hands on her cheeks and did just as he had been planning to do all along. His eyelids were heavy, and his lips parted as he pressed them to hers, listening as she whimpered in his mouth.

Hermione felt completely weak as he started off gently at first, experimenting the soft touch of her lips before going deeper within. Her hands guided their way up to the ones he had on either side of her, holding on to his calloused, rough fingers.

Everything she felt of him was warm, yet rough. His face scratched hers, clues that he hasn't shaven recently. Once his tongue slipped it's way in, she tasted him for the first time. It was like drinking in hot cider on a cold day; sweet, spicy, chilling and sensual. He adventured her mouth, getting drunk off of her innocence and youth.

Hermione let him continue, feeling no wrong or right in the act. All she felt was how good he made her feel. The hands that held her still were traveling down her neck, and wrapping themselves around her waist as he pulled her closer. Suddenly, it clicked.

Her hands let go of him, pushing their bodies apart. Her eyes seemed to comprehend it all. He was taking advantage of her. She felt completely foolish. "Why are you doing this?"

He didn't know what to say. Because I want you in my bed. I want to make you moan and writhe beneath me… Okay he did, but he wasn't going to tell her that.

"I'm sorry, I didn't mean to do that. I was just -"

"Get out, please." She felt hurt, and mistreated. He shouldn't have done that, and he knows it, too. All she wanted now was for him to leave

"Hermione-"

"Please!"

A/N: OOOH! Cliffhanger ;) PLEASE REVIEW :D 3