Disclaimer: I do not own Harry Potter, any of the characters or settings, or anything else that you may recognize from the books. If I did, I wouldn't be posting fanfictions, duh.

Rating: It's PG for now, but I'll warn you in advance that things will become closer to NC17 within a few chapters. I promise it'll be a lot more tasteful than what some people post, but if that still bothers you, please don't read. This fanfic contains SLASH. Warning warning warning.

Author's Notes: I've become obsessed with slash fics of Sirius and Remus, so I decided to write one of my own. This story will not have any real plot other than the angsting of Remus and whatnot. There will be juicy stuff eventually. I'm dying to write a gratuitous sex scene; although let me say that I plan on making it a tasteful gratuitous sex scene. XP Reviews very much welcome! Please tell me what you think, and whether or not I'm doing anything wrong!

Chapter One – Not Your Average Schoolboy

The train began to pull away from the station. Remus Lupin stood at the window of the compartment he'd claimed as the Hogwarts Express bore him on the trip back to school. Many families stood waving at their children from the platform, but no one waved to Remus. He had no family, as far as he knew. Circumstances had stolen them away from him. As the platform disappeared from sight, the sandy-haired boy took a seat and sighed contentedly. It was good to be going back to school where he could feel like he belonged, where he had friends.

A loud bang erupted near the front of the train, followed almost immediately by an ear-splitting shriek and the sound of running feet. Remus rolled his eyes but couldn't help smiling at the same time. Mere moments later, three other boys came bursting into the compartment, winded and roaring with laughter.

The first was James Potter, a bespectacled boy with deep hazel eyes and a mop of shaggy black hair that refused to stay in one place. Next came Peter Pettigrew, a somewhat pudgy boy with blond hair and blue eyes, whose sole purpose in life seemed to be to idolize James. The last to come through the door was Sirius Black.

Remus' breath caught in his throat.

If it was possible, Sirius seemed to have become even more handsome over the summer. His raven-black hair feel perfectly straight, hanging just below his earlobes with an elegance that James could never have hoped to accomplish. He'd grown a little over the summer, officially making him the tallest of the friends, and the most muscular – although he was still rather lean. The most striking features, however, were his smoky, silvery- grey eyes, which were the object of many girls' affections...and at least one boy's.

The three friends were laughing breathlessly as they took their seats and slammed the compartment door closed.

"Ah Rem!" Sirius practically choked on his own laughter as he plunked himself down next to Remus, "You should have seen the look on their faces!"

"Especially Snivellus," added James, snorting, "When his robes went fuchsia I thought his head was going to explode!"

Peter said nothing, but nodded enthusiastically, swiping at tears of mirth as they sprung to his eyes.

"I take it you haven't developed any sense of maturity over the summer then?" Remus' tone was one of gentle teasing; if the other boys ever did decide to grown up, life would become incredibly boring for him.

Sirius looked positively mortified. "M-maturity?!" he barked the word and held a hand over his chest as though it had been a dagger through his heart, "Oh! My heart! I think I'm dying!" Next moment he gasped and fell unceremoniously onto Remus' lap, playing dead.

Remus blushed furiously. "Siri, get off!" he stammered, shoving at Sirius, who hit the floor with a loud thud.

"Ow!" the raven-haired boy exclaimed, "Rem, what the hell?!"

Remus tried desperately to slow his hammering heart and faked a pained expression. "Really bad bruises on my legs," he lied, "From last full moon."

Sirius' face dropped and for a moment Remus felt a pang of guilt for lying. "Rem, I'm sorry, I didn't think -"

"It's okay," Remus assured his best friend, offering a hand to help him back up, "Just gave me a bit of a start is all."

Sirius nodded and accepted the hand, setting himself back down and turning to talk to James.

Remus sighed inwardly. It hadn't been a complete lie, at least. He had suffered two rather horrible transformations over the summer. Remus Lupin had been a werewolf since his was bitten by one at a very young age. During his first ever transformation, the wolf had stolen away through the night, taking him miles away from his home and family. He'd searched many times, but could not find his home again and no one seemed to be searching for him, and indeed he didn't even remember what or who it was he was looking for. Did he even have a home before the bite? He honestly couldn't remember. At the age of eleven he had been admitted to attend Hogwarts School of Witchcraft and Wizardry by a most kindly headmaster, Albus Dumbledore. The headmaster had set up certain precautions so that the boy could learn magic alongside his peers, and very few besides the school staff knew of Remus' condition. His friends had learned in their forth year of school, when Sirius had figured it all out. Remus recalled how terrified he'd been that he was going to lose his friends, that they would hate him and persecute him just like the rest of the world. But Sirius and the others had accepted him where so few others had, and he'd felt twice as close to them ever since. Their friendship, however, could not impede the monstrous pain of his transformations, or keep him from hurting himself while he was in wolf form. It was normal, therefore, for Remus' body to be riddled with cuts and bruises after a full moon.

"I'm telling ya, mate, you're grasping at straws," Sirius was saying when Remus popped back into the conversation, "She just doesn't like you."

Obviously, Remus thought with a grin, the conversation had made it's way to Lily Evans, James' "true love".

"She's just playing hard to get," James insisted.

"For six years?" pointed out an incredulous Peter, causing Sirius and Lupin to snicker.

"I'm telling you guys," James argued, running a hand through his already- messy hair, "This year I'll have her!"

"You said that last year," snickered Sirius.

"And the year before that," Peter added.

"And, if my memory serves me correctly, the year before that as well," Remus grinned.

"And -"

"Alright, alright, I get it!" shouted James, throwing his arms in the air, "I'm a gigantic failure! Are you all happy?!"

The boys burst into laugher, and after a few moments pouting, James joined them. Remus gazed fondly around the compartment at his friends, his eyes lingering a little longer on Sirius. Yes, it was rather good to be heading back to school.


"Seventh year at last!" cried Sirius once Professor Dumbledore had finished his start-of-term speech.

"Food at last!" added Pete as the house tables of the Great Hall magically filled for the feast.

"I'm amazed you four managed to make it to seventh year," Lily Evans called from a few seats down.

"Now, now, my dear Ms Evans," James replied, grinning as handsomely as he could manage, "You know how terribly you'd miss me if I were to leave early."

Lily stuck out her tongue, but she was smiling, bright green eyes flashing flirtatiously and silky red hair falling around her shoulders. Remus grinned to himself from his spot across from James. Of the four friends, who called themselves the Marauders, Remus was definitely the most observing. He could easily tell that Lily liked James just as much as James liked Lily, even if neither of them realized it themselves. He suspected that Lily turned down James repeatedly because she had hated him so much during their first few years of school and now found it difficult to realize that her feelings had changed.

"What're you grinning about, Moony?" asked James, noting his friend's smirk.

"Oh nothing," Remus claimed, still grinning, "Nothing at all."

"Liar," Sirius said, and winked at Remus from his set next to James.

Remus struggled for the rest of the meal to control the shade of his face.

Once the start-of-term feast ended, Remus and James (who were prefect and Head Boy, respectively) were obliged to help the newest Gryffindor first- years back to the Gryffindor common room.

"See you back at the dorm, then," Sirius jogged off, school robes billowing behind him, followed closely by Peter.

Remus watched Sirius' departure for a few seconds before turning his attention to the task at hand. "First years!" he called down the table, "First years follow us please!"

"Come on, I'm tired," James whined, "Oy! Hurry up you bloody little -" Lily walked by. "- darlings! Come on now, follow us!"

Remus snickered. James stuck out his tongue. A group of pint-sized students gathered around the two lanky seventh-years and together they started off through the school. The first-years oohed and ahhed at the many moving, waving portraits and the tower of staircases that randomly switched places with one another.

"So," James spoke quietly in Remus' ear as they walked, "You gonna tell me who she is this year?"

Remus rolled his eyes. "Prongs, you've been asking me for three years who the girl is, and for three years I've been telling you, there is no girl."

It wasn't a lie.

"You're a horrible liar, Moony," smirked James, "It's not like its hard to tell when someone is in love, you know. The blushing alone -"

Remus flushed, a little angrily.

"Ha! See?" James grinned and pointed in triumph, "Just thinking about her makes you blush! Listen Rem, I know there's someone. There's been someone for three years now, and it's starting to drive me nuts. If you tell me, I'll help you get her!"

Remus snorted. "Yes, we've all seen how good you are with the women."

"Hey, hey, that's below the belt."

Remus grinned and turned to the portrait of the Fat Lady. "Chinese Fireball," he gave the password and she swung forward to allow them passage to the Gryffindor common room. It was a large, majestic room whose elegance was lost on the two elder boys, who'd been looking at it for six years already. A lovely fireplace burned against one wall, surrounded by many cushy red and gold armchairs and couches, and the walls of the room were decorated with the red and gold banners of Gryffindor.

"Girls' dormitories up those stairs," Remus explained, pointing, to the first-years, "Boys' there. Your things will have already been brought to your rooms."

James yawned so wide that tears sprung to his eyes and for a moment it looked as though his head was about to disappear. "Come on Rem," he insisted, "They'll figure it out themselves. Time for bed."

The first-years didn't seem to be paying attention anymore anyway, so Remus gave up and followed his messy-haired friend upstairs to their dorm. Sirius and Peter were already up there, rummaging through their things and getting ready for bed.

"No luck yet this year, Padfoot," James sighed to Sirius. Remus rolled his eyes again.

"Oh come on, Moony," Sirius begged, taking up where James had left off moments earlier, "We really want to know!"

"No you don't," Remus grumbled, digging through his trunk absently.

"Ah ha!" Sirius chuckled, "So you admit that there is a girl then?"

"No there i-" Remus stopped and flushed scarlet. He'd looked up from his trunk to find that Sirius had begun to undress for bed and was standing only a few feet away in nothing but his silky black boxer shorts as he untangled his shirt from his arms. If the raven-haired boy hadn't been working out over the summer, then he must have developed and extremely fast metabolism. He had perfect abs, skinny yet muscular arms, and broad, handsome shoulders. His legs were long and powerful-looking, and the waist of his boxers was drooping dangerously low, revealing just a hint of pelvic bone.

"See?" exclaimed James, and Remus quickly averted his hungry eyes, "You're blushing again!"

"Whatever, James," Remus replied, watching Sirius out of the corner of his eye. The other boy was crawling into bed without putting anything else on, which if possible, made Remus blush further. He couldn't help but think about all that soft, bare skin being gently stroked and caressed by the bed sheets... "I'm tired!" the werewolf's voice squeaked and he coughed to lower it, "Think you can leave me alone for one night?"

James crossed his eyes and made a highly immature face before leaping into bed himself.

"They'll get it out of you eventually," Peter smirked over at the flushing boy, "They aren't just going to leave you alone about this."

"They've been tormenting me for three years, Pete," Remus sighed, "I wasn't expecting them to just give up now." He watched Peter climb into bed, and when he was sure none of the other boys were looking anymore, he quickly whipped off his clothes and leapt into his own four poster. "Good night guys."

"'Night."

The lights were put out and Remus was left alone to his thoughts. Whose the girl? he reflected sardonically, I'm getting so sick of hearing that. It seemed ironic that James could be so clueless when it came to Lily, but that he'd realized almost immediately when Remus had fallen in love.

The young werewolf had realized in their forth year that he wasn't interested in members of the opposite sex. He'd spent several months in total denial, thinking that the world couldn't possibly hate him enough to make him a gay werewolf. Then things had become a hundred times worse when he'd figured out who he was interested in. This revelation had been followed by several more months of denial. How could he be attracted to Sirius? How could he have these kinds of feelings for his best friend? Not to mention that Sirius Black, the most desired guy in school, was a total player who could have any girl he wanted. Any GIRL he wants, Remus' mind hissed as he sank into the usual pit of depression that followed thoughts of his love, The only way you'd ever have a chance with him is if you somehow became a girl, and even then, why would Sirius want you when there are a million other girls out there that he could have in a second?!

"Remy?" a quiet voice whispered from the bed to the right.

Remus snapped out of his depressing thoughts and turned his head to the voice. Through the dark night he could make out Sirius' face, shadows playing beautifully across his handsome features. "Yes, Siri?"

Sirius smiled gently through the dark. "Look Rem," he spoke very quietly so that the other boys wouldn't be able to hear, but Remus' wolf senses could pick him up easily, "You've got to be more confident. Whoever the girl is, I'm sure she'd like you if you just gave her the chance to."

Remus made to say something about there being no girl, but Sirius cut him off.

"I refuse to believe that there's no girl, Moony. James is right; it's so obvious that you're in love. If you don't want to tell us who she is, we can't force you, but can I make a suggestion? Tell her. You're a great guy. You're smart and fun and handsome. She'd be nuts not to want you. And you've only got one year of school left to try, and then she might be gone forever."

Every molecule of Remus' body pained for him to scream, It's you, Sirius! I'm in love with you! but he settled on a slightly choked, "Yeah...thanks Padfoot."

Sirius grinned at his friend and then turned his back and drifted off to sleep. Remus blinked a few times and felt a headache coming on. Tell you that I'm in love with you? he thought sadly, staring at the back of Sirius' head, Sorry Padfoot...worst advice you've ever given...