"You're staring at him again."

Embarrassed at being caught, Remus quickly turned his gaze back to the lovely redhead whom he was currently whisking across the dance floor. Even though he'd asked Lily to accompany him to the he Hogwarts All Hallows Eve Ball, he simply could not take his eyes off another.

"Well... Just look at them Lil... It's kind of hard not to stare," Remus replied in exasperation as he twirled his partner expertly before pulling her close again.

"I know, it's like a car wreck, isn't it?"

"I wouldn't say she's that ugly," Remus said, pulling a face, "I mean, her nose is a bit bent but ..."

"What?! Remus Lupin, what a thing to say about a girl!"

"But you said it first," Remus said sheepishly, turning back once again to look across the room as a curvy brunette threaded her fingers through dark locks of perfect black hair.

"Did your mum never teach you that expression?" Lily asked as Remus whisked her off the floor, lifting her by the waist and setting her gracefully back down. He shook his head and she sighed. "Muggles tend to stare at unsightly things, like car wrecks, so it's something you know you shouldn't look at but can't tear away from."

Remus snorted and shook his head, leading Lily away from the dance floor as the musicians finished the song. "Well that describes Sirius snogging Matilda to a tea."

"They have no shame," Lily continued, "It's barely been an hour since the dance started and already his hand is half up her skirt."

"Are you jealous my Lily-cakes?" came the untimely cut in of James Potter as he took the surprised redhead's hand in his own, pulling it towards his lips. "I'll have you know I'm a much better kisser than Sirius, so if you're feeling..."

The ensuing slap that enlivened James's cheek with a glow to match the outraged girl's fiery hair was so completely expected that not a single head turned in their direction.

"Keep dreaming Potter," Lily said coldly over her shoulder as she walked away from her relentless bespectacled suitor and joined a group of friends who were less likely to call forth her completely justifiable wrath.

"I'm surprised you haven't built up a callus on that cheek yet mate," Remus sighed, shaking his head at his ill besotted friend.

A sigh of another sort escaped James's lips as he gazed across the dance floor at his unattainable crush. "I touched her hand," he said in a tone so cloying it was all Remus could do not to gag.

"That you did, and with your face too. You're doubly blessed tonight," Remus muttered, his head turning back in the direction he'd been staring for most of the evening. To a nice dark corner where his best friend was still lips deep in a very notorious girl's mouth.

James was caressing his own face in an incredibly awkward way as his eyes followed Remus's own to that secluded corner.

"Oh he's done it again!" James said cheerfully, as if Sirius's uncanny snogging abilities were a call for celebration. "Lucky bastard, here I am pining over my Lily-snookins..."

"Maybe you shouldn't call her that..." Remus whispered unheeded.

"...while Sirius is off with some bird, too busy to help his best mate on his quest for love."

"Ah yes, worst wingman ever," Remus murmured as a starry eyed James took a deep breath and began petting his slap-marred cheek once again.

"I'll just... Leave you and your cheek alone then, shall I?" Remus sighed once more as he walked away from his lovesick friend.

Remus shook his head and found an empty wall upon which to lean. Taking his newly acquired wallflower status to heart, he looked around himself, at all the happy couples, good friends and new lovers that littered the dance floor like the fall leaves that currently carpeted the school grounds, and wondered what was wrong with him. Well other than being a werewolf. But that grim fact did not account for his even darker mood tonight, despite his every attempt to make the evening a pleasant one.

He had wonderful mates who stuck by him the past seven years, even in their current love and lust sick states, and a beautiful date, though he and Lily were naught more than friends. And yet, despite countless pep talks with himself to try to enjoy the dance, his heart was still heavy. Remus mentally kicked himself for his current bout of self pity, knowing fully well that tonight was exactly the same as every other lonely night he had spent wondering if things could be different for him. But jealousy was a petty emotion, one which Remus felt disinclined to resort to even as he watched the object of his affection being stolen away by another yet again.

Being in love with your best friend was no fun at all.

Remus recalled the first time he had seen Sirius Black- how the cocky eleven year old had invaded his previously quiet and peaceful compartment of the Hogwarts Express at the start of their first year. His black hair was true to his last name even as his wild antics did everything but convey his first.

Remus had been facing the window, his overly long sandy hair hiding the scars that riddled his neck and face which his crisp new wizard robes failed to completely conceal. With a burst of unbridled youthful energy Sirius had flung open the compartment door and sat beside the shocked werewolf before he could even turn his head.

"Blimey, I thought you were a girl!" Sirius laughed, fingering a lock of Remus's hair and throwing his head back boisterously.

"I should grow mine out too, mum would throw an absolute fit! And your scars..." Sirius's grey eyes grew wide.

Remus winced, hating the pity that always followed upon their discovery.

"You look so completely badass!"

Remus could not hide his shock as his eyebrows shot up. There was no pity, no fear, no prejudice of any kind in the awed expression of the other boy.

"I hope I can be as brave as you and get into Gryffindor!" the boy continued, still not giving Remus a single chance to interject. "I'm Sirius Black by the way," he grinned, knowing fully well the weight and power his last name held. "But don't think I'm anything like my family, cause I'm not. I'm no Slytherin, I'm gunna be a Gryffindor, same as my best mate James. He's a Potter, so he's lucky, Sorting Hat knows just where to put him! You'll like him, he's bloody brilliant, we're always up to no good. You'll be friends with us, right?"

Still unable to get in a single word, Remus was doing a fine impression of a fish at the barrage of information that had been directed his way. When he realized the other boy expected an answer, Remus pulled himself from his daze and nodded, causing an impossibly large grin to grace Sirius's face.

And Remus would have grinned as well if the shock hadn't left him momentarily paralyzed. Friends? The Sirius Black wanted them to be friends?

Then, without skipping a beat, Sirius launched into another long-winded narrative-something about a crotchety house elf and an ungodly likeness of Sirius's mother made from tea cosies-that had Remus smiling and laughing for the first time since he'd gotten his letter of acceptance from Hogwarts months before. He could hardly believe how this strange, silly boy with mischievous grey eyes and a crooked smile had been able to pull him out of his shell, to make him laugh and forget his worries and the self-doubt that had plagued Remus for almost all his life.

It took nearly an hour and seven hilarious and highly inappropriate stories for Sirius to realize he'd not yet asked for Remus's name.

Remus sighed, his all too common lamentation of the night, and tore his eyes from Sirius in the vain attempt to think of something-anything else. Thankfully a gentle hand on his shoulder provided said relief in the form of a much more calm and collected redhead. Remus leaned to touch shoulders with Lily, her presence lending him comfort as he drifted away from his tumultuous thoughts.

"Correct me if I'm wrong," the redhead began as Remus lifted an eyebrow in her direction, "but I've got a strange feeling that Potter is actually enjoying our little..."

"...domestic violence? ...murder attempts?" Remus cut in.

"Er... I was going to say 'quarrels.'"

Remus shrugged and nodded his head toward James, still cradling his cheek, lost in starry eyed thought in the middle of the dance floor. Lily snorted and brought her palm to her forehead when she followed his gaze.

"Is he slow dancing by himself?"

"Actually I believe he's partnered with your handprint across his cheek... They make quite the pair," Remus chuckled, glad of the distraction his besotted friend was providing.

Shaking her head, Lily looked back to her wallflower friend.

"Isn't there anyone you want to provoke a slap out of tonight by professing an inappropriately phrased declaration of love?"

Remus laughed, though it sounded pathetic even to his own ears. "Maybe tomorrow Lil."

The redhead looked concerned by the sad undertones to the young man's words.

"That bad, huh?"

Remus gave a slight nod in return, looking down at his shoes in an attempt to do anything but bring his eyes to find Sirius still snogging away at Matilda.

"You know, any girl would be lucky to have you."

Lily bumped shoulders with Remus and he gave a half hearted smile in return. "Luck has never really been on my side, you know."

"Well I'm on your side," Lily persisted, "and Potter is always telling me how lucky I am... to be the object of his undying love." She said the last part in her best manly impression, causing Remus to chuckle despite himself.

"I wish you could be my luck Lil," Remus said, knowing fully well that as compassionate and understanding as Lily was, he still could not impart his secret to her. It was his own burden to bear.

Just as Remus was about to thank her a flurry of motion caught his eye. Glancing back up, both he and Lily watched as the crowd broke apart to admit the furiously flapping robes that whisked behind Professor McGonagall as she made a beeline toward the darkened corner in which Sirius and Matilda were ill concealed.

"Oh he's in for it now," Lily tisked as they both watched the head of Gryffindor house wave her arms and scold unintelligibly at the naughty pair from across the dance floor. Remus shook his head and watched the drama unfold.

"Do you think she's jealous?" snorted Lily as McGonagall pryde the two surprised snoggers apart, shaking a bony finger disconcertingly close to finding its way up Sirius' long nose.

"Haven't you heard?" replied Remus, "McGonagall keeps a poster of Sirius above her bed, sings him lullabies every single night."

"Poor Matilda, coming between such a star-crossed lovers."

"Indeed," Remus said in his best professor impression, "1375 points from Gryffindor for snogging my Siri-poo."

"Now you're just sounding like Potter," Lily winced as they both watched their head of house glare at Sirius and Matilda one last time before whisking off to prevent some Slytherins from spiking the pumpkin juice.

"He is the master of incredibly insulting terms of endearment," Remus conceded.

"I'll never understand why you put up with him," Lily stated.

"Well after the first 'Remie-kins' escaped his lips I snogged him senseless. Only real way to shut him up you know," Remus said with the straightest face he could muster.

"Well I wouldn't dream of stealing away your boy toy, so guess I'll have to forgo all the snogging," giggled Lily.

"Apparently we all will be without a good snogging tonight," sighed a very dateless Peter Pettigrew, joining his friends against the increasingly depressing wall.

"Not Black," Lily corrected, indicating her hand toward a very smug looking Matilda dragging Sirius from the dance and out into the less crowded darkened halls.

"Lucky bastard, I heard Matilda is quite..." Peter paused at the sudden intense glare from both his friends, "err... Good at turning in homework on time?"

Remus shook his head at Peter and slumped further against the wall. Mistaking the reason for his friend's resignation, Peter patted Remus sympathetically on the shoulder.

"There there mate, Sirius is a pulling legend, blokes like us just can't compete."

Remus knew this all too well and decided not to dwell on the fact that he'd never be able to compete with the skirts Sirius was endlessly chasing. Waving his jealousy aside, Remus decided to enjoy the rest of the night and not allow his unrequited feelings to ruin it.

Two hours and many glasses of decidedly spiked pumpkin juice later, Remus found himself back in his dorm with Peter and James, laughing at the latter boy as he hopelessly droned on about the quality of each of Lily's many freckles.

"And there's this one by the corner of her left eye..."

"Oh do shut up Prongs," Sirius declared as he entered, flinging open the door to their dorm and throwing his disheveled self down on the bed beside Remus.

Remus took in his friend's unbuttoned dress robes and messy hair with a glance, hating the pit of despair that formed unbidden in his stomach. The fact that Sirius leaned into his shoulder did nothing but compound Remus's renewed sense of loneliness. Sirius was flushed and breathless, the color high in his cheeks as he grinned over at his friends.

"So?" Peter questioned, wiggling an eyebrow at Sirius who smirked in return.

"Oh yes," James said, snapping out of his love stupor. "How is the dear Miss Matilda this evening? Sufficiently ravished I hope?"

"What kind of man would I be to leave a girl unsatisfied?" Sirius replied in a low voice that sent James and Peter into a fit of laughter. Remus simply rolled his eyes and turned the page of his book, wishing he were anywhere but here. Even the shack sounded like a tropical oasis in comparison.

"After you break her heart, be sure to send her my way," Peter offered, raising his head from the floor. "I do love a girl with curves."

"Mmm, they are nice," Sirius agreed, a far off look glazing his eyes.

Remus decided he'd had enough. Not that he ever thought his scarred, thin, decidedly male frame could ever compare to the curvaceous beauties Sirius tended to pull, but having Sirius dreaming of another while his arm was wrapped around Remus' shoulder was just too much to bear.

Shutting his book in an overly dramatic fashion, Remus pulled himself from beneath Sirius' arm and took long hurried strides toward the door. He swallowed around his throat burning, cursing himself for being irrational and emotional when he could usually just let things go.

"Hey where are you…" began and was lost behind Remus as he shut the door loudly and rushed down the stairs and out the common room. A Ravenclaw and Gryffindor startled as he opened the portrait, caught in one another's arms, still dressed in their dress robes from the ball.

Remus wanted to hex them. At least, he realized belatedly, he'd forgotten his wand. So all he could now do was glower and begrudge them their happiness when he had none.

A muttered apology under their breath, a shake of Remus' head, and with a straightening of robes the blond Gryffindor hurried into the common room and the Ravenclaw boy dashed away. Remus wished he had such direction. He wandered for a bit, down hallways, across moving staircases, not searching or finding, simply being lost in body as well as thought.

A window caught his eye, the half moon shining off the lake, the perfect place to sit and be melancholie. Remus knew he was acting like a stupid lovesick teenager, but for once in his life, he allowed himself that luxury. Of course he was barely given thirty seconds with his thoughts before a familiar clearing of a throat interrupted them.

"Forgot your wand," Sirius said softly, handing the carved wood over as he shuffled up beside Remus.

"Yep," Remus replied, glancing at the wand then back out the window. Out of the corner of his eye he saw Sirius sigh before setting the wand by his side.

"Moony," Sirius began, sitting opposite him on the ledge, "You're acting...odd."

"Well maybe you should go back with James and Pete, they never get tired of hearing your stories," Remus suggested coldly. He just wanted to be left alone and he knew the quicker he lashed out at Sirius, the sooner he could achieve it.

"Nope," Sirius said calmly, relaxing against the cool stone around the window. "I know exactly what you're doing. In fact, I perfected the whole, cut-to-the-quick, leave-me-alone act you're pulling. And do you know when I do it?"

Remus sighed and looked down at his hands, dreading but knowing the answer.

"When I need others the most," Sirius raised a brow and nudged Remus' foot with his own. "Deny it if you must, but no one can out-Sirius me."

Remus leaned back, kicking Sirius slightly with the toe of his shoe. The other boy was just impossible to stay angry with.

"See? Not mad anymore are you?"

"Give me a minute, I'm sure you'll annoy me again," Remus countered, but with a small smile.

"'Again?'" Sirius said, looking a bit put out. "You mean that little outburst was over moi?"

Remus shrugged and stared back at the moon.

"Ah, too much talk of tits for your gay ass to handle?"

Remus froze, a wolf caught in moonlight.

"How…when did..." Remus trailed off, his brain racking through memories, searching for a place, a time he had told this to Sirius. A time the other boy would remember.

"I…" Sirius took a moment thinking hard. He bit his bottom lip. "I'm sure you told me, I swear. But I don't remember." He shrugged after a moment. "Isn't that odd?"

Remus let out his fears in a pent up breath. Sirius remembered something, but how? Brow furrowed in confusion, Remus shook his head and looked down again.

Of course Sirius took this out of context and pulled Remus from his side of the window and into his arms.

"Hey, me knowing changes nothing okay? Don't be like this. You really think I'd care that you're bent? Hell, I'd probably not turn down a fit bloke if he asked for a snog," Sirius said flippantly, holding Remus close.

Remus melted into the touch he craved and wrapped an arm around Sirius' strong back. He'd take what he could get. Pathetic as it was. Every muscle in Remus' body relaxed as long fingers stroked along his back, soothing, reassuring Remus his place in Sirius' life. He was weak, addicted to this despite knowing it was a bad idea, knowing where it could lead. Where it had led in the past. When Sirius pressed a soft kiss to the top of his head, the action was so familiar, yet a remnant of another time, and his heart hurt for it.

Looking up and pulling back, Remus gave Sirius a small smile.

"Sorry I kissed your head. That was weird," Sirius laughed, "Don't know why I did that."

But Remus knew, and it scared him. He remembered the first time Sirius had done so, after an excruciating full moon fourth year as he recovered in a hospital bed. Sirius lay beside him, Remus broken in his arms, and kissed his hair softly. Then his forehead. Then his cheek. When their lips met it was like magic. Remus would never forget that moment, but Sirius had. He had had to.

"Going mad already Black?" Remus joked before Sirius gave him the finger.

"I must be, it's been a weird night," Sirius sighed, tilting his head up against the wall to look up at the night sky.

"Oh?" Remus asked warily, unsure if he wanted the answer if it involved a certain curvy brunette.

"Have you ever kissed someone, and just...felt nothing?" Sirius asked soberly after a minute. "Like, you snog them, and they're bloody brilliant at it, so you keep trying, but there's just...nothing?"

"Oh...um…" Remus wasn't sure how to answer. His response would definitely be a resounding no, but that would just invite more questions, so he shut his mouth.

"Maybe there's something wrong with me," Sirius said, running a hand through his long dark hair. "But after we left the dance, she wouldn't stop kissing me and I was just so bored. So I said goodnight and went for a run as Padfoot."

"Oh," Remus said, torn between relief and sadness that Sirius felt so confused.

"Just...don't tell the guys, yeah? I've got a reputation to uphold and all," Sirius said, a sad smile on his lips.

"Of course," Remus replied after a moment, before looking up into Sirius' clear grey eyes. "There's nothing wrong with you, you know. Maybe you just know you need someone else."

Someone like me was what Remus meant but could not say.

Sirius hummed in agreement, a frown furrowing his brow as he reached up to tuck a stray strand of hair behind Remus' ear.

Remus held his breath. He couldn't. He shouldn't. Not again. Yet Remus was unable to pull away as Sirius leaned forward, pressing soft lips tentatively to his own. Then his world became Sirius. The quest of fingers against his back, the warmth of breath mingled with his own, the desire as Sirius pulled Remus into his lap. When he pushed away finally, Sirius was smiling.

Eyes stinging, Remus reached forward, cupping Sirius' chin with his hand. He pressed a thumb to Sirius' lips, not wanting to hear him speak, not sure he could bear it. Instead he leaned forward, telling himself it would be the last kiss, savoring each moment. And with his free hand, Remus reached down, quietly taking hold of his wand and muttering a single word against hungry lips.

"Obliviate."