From the window, he could see James swooping through the air, flying through the flecks of snow that had been coming down hard. Sirius rose up, joining him in the air, and Remus ducked away from the window. He glanced down at the invitation in his hand. Peter was in the Common Room, happily accepting Remus' excuse that he needed to go to the library.

He told him he'd be a while.

He wondered if the other two would come looking for him, checking up on him. Taking a deep breath, Remus glanced down the corridor, back the way he had come. It wasn't too late.

Instead, he spun around and headed towards the steps that would lead him to the fourth floor. It wasn't James' reaction he worried about. It was Sirius.

He'd barely spoken to Remus since the night of Slughorn's party.

It wasn't long before he was standing outside the Charms classroom, the room written on the parchment in his hand. He lifted a hand and knocked.

The door swung open, and Matthew Howell stared down at him. The older boy's face broke into a smile. "You decided to come." He stepped back, and Remus moved in. The tables had been pushed to the edges of the room, the chairs arranged in a circle. Rebecca waved, and Matthew moved past Remus, taking the seat next to his sister. Snape and Lily sat side by side, with two Ravenclaws from their year sitting on Lily's side. Most people seemed to be sticking to those in the same year as them, and the only spare seat was by Snape.

Remus took it, glancing around. Mainly Ravenclaws, with Slytherins coming in second for most people present. There were a few Gryffindors, not many, and three Hufflepuff students.

Lily smiled at him.

"Welcome," Rebecca said, eyes darting around them all. In her hands, she held a thick leather bound book. "So, we have our newest students, who had remained in the top of their classes for the last year." She gestured to the second years.

"You don't accept first years?" Remus asked, and Rebecca shook her head.

"The first part of first year…the statistics can be a little flaky. Students who have grown up in magical houses tend to shoot to the top for the first half. They know the basics, and those of us that are Muggle-born are have to learn them. Once it gets to January, that's when you see the truly intelligent students rise up." Her eyes fell on Lily, and she smiled, causing the red head to blush.

Matthew cleared his throat, and Rebecca gestured to her brother.

"Those of you that have been here before know the rules. You drop out of the top five, and you get exactly twenty-eight days to climb back in. Otherwise you're out, and we remain a member short until someone new has remained in the top for another twenty-eight days. If you need help with homework or anything extra-curricular, you are encouraged to ask one of us. Around exam time, we organise study sessions, between all of us. Sharing knowledge of specialist subjects and passing on our experiences to those younger than us."

Remus found his smile growing larger by the second.

"After Christmas, we have fortnightly meetings. You're welcome to bring up anything you find interesting in these, any new discoveries or just fascinating facts you may have dug out in the library." He glanced around the room, but his gaze lingered on the second years, clearly checking if they were following. "If there's anything you wish to…experiment, you can do that with us. If needed, we'll organise extra meetings to accommodate anything you wish to do. This club is about building our minds, expanding intellectually and ensuring you all have connections when you leave Hogwarts."

Matthew rolled his shoulders back, crossed his arms and exhaled slowly.

"Rebecca?"

She smiled at her brother, before turning to look at the rest of them.

"So, that about sums us up. We're here to help each other, even if we are in separate houses. The moment these meetings begin, it doesn't matter what house you're in. It doesn't matter if you are Muggle-born or from a long line of wizards. What does matter is that we strive to be the best we can be. Now, let's introduce ourselves. Rebecca Howell, third year. Chosen to head up our small group by those who left last year."

"Matthew Howell. Third year. Her twin brother. Top of my year for Charms." He grinned.

They moved around the circle, the students introducing each other. Some mentioned their strongest class, one of the Sixth Years mentioned how he had come top in his year for his OWLs. The other sixth years rolled their eyes at this, like they'd heard it before.

When everyone had been introduced, Rebecca told them to mingle. The chairs were pushed away and the students started walking, talking to others and introducing themselves on a more personal level. Remus made his way towards Rebecca.

"Hey," she said, smiling. "How can I help you, Remus?"

"How come you got the role?" he asked, seeing no point in beating around the bush. "I mean, you're third year and most of them are older, so…"

She laughed. "Good question."

Matthew beamed at him. "You know she's going to brag now, right?"

"When the person in this position is about to graduate, they pick someone to take over. It's usually a Ravenclaw, because it was the Ravenclaws who started the group. And they tend to go for someone in their fourth year, because they'll be around longer and would have been here for two years already."

"But she was just so great…" Matthew drawled.

Rebecca cleared her throat. "It's rare they pick a third year, but it happens. Gareth, who left last year, said he picked me because of my excellent organisational skills. He said if anyone could sort out the small details, it was me."

Remus nodded, slowly, taking it all in. He glanced around the room. "So no one present will actually get to lead?"

"Nope." She shook her head. "Unless, of course, I fall from the top five or something else happens that makes me incapable. In which case, those who want it will put themselves forward, and it goes to a vote."

"Think about it this way," Matthew said. "We're not divided by people constantly trying to be the leader. And Rebecca acts more of a moderator than anything else; she keeps things running smoothly, makes sure we have somewhere to meet and gets in touch with everyone. She's not there to demand we do certain things. And you guys don't spend time competing with each other to take over. In the few cases where things have gone to a vote, they've gone smoothly. And it means you get used to the same person in that role for your time here, rather than it chopping and changing."

Remus nodded. "Makes sense. Couldn't help but wonder." He shrugged.

"Ask as many questions as you want, Remus." She reached out, putting a hand on his shoulder and squeezing gently. "Only those that ask will expand their mind."

One of the other second years approached, asking Matthew about Potions, after admitting it was perhaps her weakest subject. Remus dipped his head in thanks to the twins, and made his way to a group currently discussing the finer points of Transfiguration.

X X X

James fell into the armchair as soon as he reached the Common Room, his hair and face dripping with sweat. Sirius looked just as bad, but both were smiling.

"Where's Remus?" James asked, wiping the back of his hand across his forehead.

"Went to the library," Peter replied, glancing up from the book he had been reading. "Said he wanted to try to get something sorted with the map."

Sirius lowered himself into a chair, wincing as he did so. "Merlin, I'm aching."

James laughed. "Tell me about it."

They settled into the chairs, both just staring at the fire as they waited for the pain to recede. James was dozing by the time Remus returned, but he jerked away when Sirius stated he was back.

Remus stepped into the Common Room with Lily, both smiling and laughing as they said goodbye, Lily going to join some of the girls down the other end of the room, while Remus headed for them.

"Hey." James nodded. "Did you get your problem with the map sorted?"

Remus stared blankly at him, before dawning appeared on his face and he nodded, a little too eagerly. "Oh, yeah. Yeah. It's fine." He fell into the remaining armchair. "Map's going great. Just a few little things to tweak."

Sirius grinned. "That's great. Anything we can do?"

Remus leant back, sinking into the chair and letting out a contended sigh. "Actually, yeah, there is. Listen." He glanced around at the three of them, waiting for Peter to fold over the corner of his page and put his book on the table. When all three boys were focusing on him, he continued. "I've managed to get parts of the castle mapped out, but not many. I've sort of been focusing more on the full extent of what it can do, rather than just a map. Do you think you three could maybe, well, explore a bit? Map out the castle so we can add it on?"

"Yeah, sure." James was grinning. "We'll go out with the cloak, see what we can find. Reckon we can dig up some pretty good hidden tunnels, too."

Remus nodded. "Yeah. Anything you find we can add. If there are hidden entrances, there might be a spell we can use, to check where they are."

They fell into discussion about the map, throwing out ideas and suggestions, working out the best way to go forward with it, until exhaustion rose up in all of them and they headed for bed.

X X X

On Christmas Eve, James leant Sirius and Peter the cloak. He joined Remus in the Common Room, where Remus was currently reading a new book he had got from the library. Once he knew the others were gone, James lowered himself into the armchair opposite Remus, and leant forward.

Remus looked over the top of the book. "Can I help you, James?"

"You weren't at the library the other night, were you?"

Remus' face flushed red, and his eyes dipped back down to the book. "Of course I was."

"Remus, it's okay. I'm not going to be annoyed you went to that meeting thing."

Slowly, he lifted his gaze to meet James'. "How did you know?"

"I heard Lily talking about it to Alice." James shrugged. "Did you have a good time?"

He nodded. "Yeah. It was…fascinating. And I did really like the idea of it. They help each other out."

"Good. Sounds cool. But you need to tell Sirius."

Remus groaned.

"Look, Remus, we shouldn't have secrets between us. We're best friends, right? All four of us. And you can't keep hiding something like this from him. You can't keep coming up with excuses about where you're going to be." He leant forward, lowering his voice. "I mean, didn't you get fed up of that, before?"

"Yeah, I suppose." He sighed. "He was just so…so against the idea."

"He just doesn't like the idea of you making friends you think are better than us," James replied, casually.

"What? That's ridiculous! No one could be better than you guys."

"I know. But you need to explain that to Sirius. You need to tell him that you're not going to stop hanging out with us because you've found a group of intelligent students. He just…he's just scared, Remus."

"Scared of what?" Remus frowned. "You're my friends. You know my…my secret."

James grinned. "Your furry problem?"

Remus shook his head. "Well, yeah. And you've been there for me since the beginning. I like the people I met last night but…but they wouldn't look twice at me if I wasn't in the top of our year."

"As long as you're happy, I'm happy," James said. "And Sirius will be, too, once he comes around to the idea."

"Do you think he will?"

"He has to, Remus. It might take a while, but he'll realise that. Don't worry about it. It'll work itself out. It always does."

A/N: As always, love to know what you think. Like it, hate it, anything in particular you want to point out. Just let me know in the reviews. Thanks for reading.