This came to me a long time ago but I never did it until now. It's a mixture of the book, the movie, and my own. I really hope you like it.

CHAPTER 1

Third year…

There's no such thing as love at first sight.

Attraction? Lust? Yes.

Love? No.

Plus, he was only in his third year, so what the hell did he know about love? The only love he knew was from a man and woman who gave up their lives for him when he was a little over one year old. Then there were his friends who he would die for. And he was pretty sure McGonagall loved them, in her own kind of way; then again there are all kinds of different love. Dumbledore too. He was sort of like a grandfather. Now, Snape, he was questionable. Sure the guy hated him for something that he didn't know, but there were times when he caught the man looking at him like he was sorry for the way he treated him. Not to mention the guy has saved his life numerous times in only two years.

Anyway, Harry was sitting on the train his third year, with Ron and Hermione, and there was the new professor sleeping in the compartment with them. Hermione said his name was Remus J. Lupin. The name alone sounded interesting, he hoped the guy was too because most of the teachers at Hogwarts can be a bit boring.

Halfway through the ride, the train stopped and Harry felt as if the temperature had dropped fifty degrees in two seconds. Ice covered the windows and they could see their breath in front of them. Harry couldn't help but be worried for Hermione a bit, she looked like she was about to pass out from fear any second, but he didn't have time to think about it as the door started to open by some floating black thing.

Fear gripped his heart and he felt like the creature had just zeroed in on him. Suddenly, a white fog clouded his sight, his vision going, and the only thing he could see and hear was a flash of green light and a scream.

"Harry," he heard being called.

He slowly blinked his eyes open and saw his friends looking at him nervously. He tried to sit up but a wave of dizziness overcame him, and he suddenly felt a hand on his shoulder, pushing him back down. He knew it wasn't Ron or Hermione's hand. This hand was larger. He looked up and felt his breath catch.

The man was gorgeous. Tawny hair that was calling Harry to run his fingers through, his face just screamed strength. His body was tall and lean, even he could tell that under the old looking robe. His scent was a bit woodsy, plus musk, and his voice as he told him to take it easy for a second washed over him like a wave. He felt a shiver go down his spine as the man told him to stay seated until he was better and to have some chocolate.

Harry watched the man dig some chocolate out of his pocket and couldn't help but smile. The man carried around chocolate. The man looked smart, strong but sweet and nervous a bit with the way he held himself but also when he blushed when he gave them chocolate. It looked as if he hasn't had a good laugh in a while but was just waiting for someone to make him laugh. He also looked a bit scarred, and not physically. And under all this, as he stared into the amber eyes of this man, he saw a man who wouldn't hesitate to take charge, dominate. A shiver ran down his back as he continued to stare into the amber eyes.

It was love.

'Wait, no it's not. There's no such thing as love at first sight. It's just attraction.'

"Eat," he said and Harry had to bite the inside of his cheek to not moan at the soothing voice. Instead, he nodded and started eating.

"Thank you sir," Harry said as he sat up and finished the chocolate.

"What were those things?" Ron asked.

"Dementors, nasty things really. I'm going to go talk to the conductor to get us going." The man stood up and headed out, not before giving Harry a small smile that made Harry turn to goo in his seat. The man was officially dangerous in Harry's book. Anyone who could turn him into a pile of goo by just smiling, not even a whole smile, was dangerous.

When the man left and closed the door, Harry fell back on the seat.

"Professor Lupin was pretty cute," Hermione said and Harry snapped his head to look at her, along with Ron.

"I wouldn't know," Harry slowly said with butterflies in his stomach when Hermione slowly smiled at him. It was creepy when she smiled at him like that. Like she knew everything there was about him. Like his first year when she knew about his father and Quidditch and he didn't.

Hermione just smiled at him. "Well, he was sweet to give us chocolate. I feel better, not all the way better but much better."

"Yeah," Harry said.

"It's just hero worship," he heard Ron mutter across the seat.

Harry silently agreed. That was what it was. Hero worship.

Of course, he was forgetting to mention to himself that he hadn't even known Remus saved them because he had been passed out before then.

During their first class, they talked about Boggarts. Professor Lupin led them to an empty room that one had been found, and taught them the incantation and what to think. Neville was first and of course his fear was Professor Snape. Can't blame the guy with the way Professor Snape treated Neville during each class.

Each student took their turn, quickly so that the Boggart could get confused and although Harry was laughing along with the class, he was a bit nervous about what his would turn into. His turn came and the Jack-in-the-box was tipping back and forth, back and forth, hypnotizing him in a way. It quickly swirled and swirled, it looked like it was battling between two forms until it focused on one. A Dementor hovered and came at him, but before he could do anything, his crush, his Professor came in front of him.

Harry couldn't help that his hands immediately came up and gripped the back of his Professor's robe as his head pressed against his back between his shoulder blades. He heard later about what the Boggart changed into for Professor Lupin from Hermione, who had gotten a look on her face that said she was going to be found in the library for the next couple of days. But he watched a balloon go flying around the room before it popped out of existence.

"Class dismissed," he said and added quietly, "You can stay here for a second Mr. Potter." Harry was still standing behind his Professor and holding on.

Once the classroom was empty, he felt Professor Lupin disentangle himself from him and put an arm around his shoulders and lead him to a chair.

"Why did you step in?" Harry whispered after eating some chocolate.

He felt like such a baby that he again had to have Remus come to his rescue, like he wasn't strong enough to handle a simple Boggart.

"At first I didn't know if it was going to be turned into a Dementor or Voldemort." Harry's eyes widened which made Remus chuckle. "You didn't think I'd be scared the say the man's name did you?"

"Well, honestly? Yes. Everyone else is."

"Well, honestly? I'm not like everyone."

'No you're not,' Harry agreed silently. This man was definitely not like everyone else.

Harry started his private lessons with Remus once a week after Christmas break and was able to produce a bit of a Patronus on the first lesson. Of course, it took a few times in which he had passed out, repeatedly hearing his mother plead for his life and Voldemort's laugh. It even got bad enough that he heard his father tell his mother to get upstairs to safety while he held Voldemort off.

The day of the match against Ravenclaw came and Wood asked, again, if he had taken care of his problem with the Dementors. And telling Wood, again, that he had, they walked out onto the field. The seeker, Cho, stood across from him and he smiled back when she smiled at him. She was a year older than him, but was new to the position.

The whistle sounded and they all shot out into the air, the game beginning. He got yelled at from Wood to play as if Cho was a guy, but he found it hard. Which he started to find irritating because she found it her strategy to just follow him wherever he went.

About half an hour into the game, he spotted the snitch and took off after it, knowing Cho was following. He was in the lead, reaching out, when he heard her scream. Turning, he saw why. Dementors were below them, and pointing to him. Reaching for his wand because he had no desire to pass out again, he cried, "Expecto Patronum," watched his silver mist spring from his wand and closed his hand around the snitch with his other hand, ending the game.

Landing, he was surrounded by his teammates, cheering at his awesome catch when a voice sounded in his ear. "That was an excellent spell Harry."

Shivering at the smoothness and closeness of the voice, he turned around and beamed up at Remus. "Thanks! I didn't even feel an effect."

Remus chuckled. "That's because they weren't Dementors."

His head tilting a bit in confusion and asked, "What?"

His professor led him a short distance away and saw that it was Draco and Goyle, dressed in black. If he wasn't so pissed at the git for trying to compromise the game, he would have laughed at how he was tangled in the fabric and still stuck on Goyle's shoulders.

"I think you threw them off with your spell," Remus said and Harry saw the laughter in his eyes. Happy that he was able to get that response from the man, he beamed back and forgot about the struggling Slytherins on the ground or the fans and McGonagall who were talking about going to Dumbledore.

The year passed with private lessons with Remus on how to produce a Patronus, talk of how Sirius Black kept slipping in and out of Hogwarts, finding out that Sirius was his own godfather, and repeatedly seeing Peter Pettigrew's name on the map but not finding him. There was his ride on Buckbeak, the Quidditch final against Slytherin that they won, and there were the few times Professor Snape took over their Defense class.

Harry, Ron, and Hermione went down to Hagrid's hut to talk to Hagrid a bit, and they conveniently forgotten to tell him that they were going to save Buckbeak. They released the Hippogriff once they saw the Minister, the executioner, and Dumbledore go into Hagrid's hut.

Afterwards, they went higher up on ground and watched how the Minister was outraged that the Hippogriff escaped. Hagrid never looked happier though. Their little happy moment was ruined when Scabbers bit Ron and ran. Of course Ron had followed the stupid rat before they were close to the Willow tree and Ron was dragged in by the grim. Hermione and Harry followed, they weren't about to let Ron die down there without helping, and followed the drag marks through a tunnel and into the Shrieking Shack.

"Ron, are you okay?" Hermione asked as she ran to him once they found him. He was lying on the bed, his leg bent at an odd angle, and Crookshanks was purring contently beside him, ignoring the dirty looks Ron was shooting him.

Their friend just pointed to something behind them and they turned to watch Sirius Black close the door to the room with a snap and stare at them with crazy eyes. His eyes were locked on Ron. Hermione took a stance in front of Ron since he was hurt and all Harry saw was red. This man was the reason his parents were killed and if it wasn't for this guy he could be living with loving parents instead of his magic hating uncle, aunt, and cousin. He grabbed the criminal and held him down, pointing his wand at him. All it took was the same words Voldemort used on his parents. That's all it would take. And he felt the rage to do it too.

However, he just stayed there, staring at the criminal. The words were right at the tip of his tongue, but he couldn't say it.

Then out of nowhere, he heard, "Expelliamus!" from behind him and his wand went flying out of his hand. He turned to see Remus in the doorway and felt a mixture of rage, shame, and happiness. Rage because he had been taken away the choice to kill Sirius Black, shame because he hadn't been able to do it, but happiness because he was there. "Stand back Harry," Remus said and Harry did just that.

"Where is he Sirius?"

Harry frowned and became even more confused when Black pointed at Ron. But as he watched Remus smile at Black, lower his wand, and hug the man as if they were brother reunited, he had never felt so betrayed in his life. He couldn't watch. It hurt to see Remus, his crush and a man he trusted, hug another man and not just any man. The man responsible for his parents' death.

"No!" Hermione screamed as Harry just looked back at them. "We trusted you!"

Remus and Sirius turned to them and Harry's eyes only went to Remus'. The amber eyes were so kind and he felt angry at himself for simply melting like all the other times, even after watching the man betray him not two seconds ago. Their eyes were locked the whole time as Hermione talked about Remus being a werewolf and Harry felt no fear about that. It explained a lot from his first observation of the man, back on the train, and the scratches he would have on his face after coming back to teach those times he went away. Especially the exhaustion.

Remus stared at him and Harry got the feeling that the man was trying to see if he hated him for being a werewolf. He didn't. He couldn't even hate him for betraying him just now, as much as he tried to. All he felt was hurt and it showed in his eyes. Harry watched Remus' eyes soften and flash gold and back, catching Harry's breath.

Suddenly, their eye contact broke as Professor Snape came into the room. As they were distracted and the men tried to explain that Sirius was innocent, Harry reached around Hermione and grabbed her wand. He really didn't want to do this, he's come to care for Snape in a way, but the man wasn't letting them explain for obviously something that happened in the past, and he needed to hear it. Even if it turned out to be ramblings of crazy men. So raising the wand at Sirius and Remus as a decoy, he quickly silenced Snape's mouth.

"Harry!" Hermione cried as Snape looked ready to murder him as his mouth moved but nothing came out. "You just hexed a teacher," she whimpered.

"I know that," Harry said. "But I want to hear what they have to say and he wasn't letting them talk."

"They could lie to you Harry," Ron said from his position on the bed, looking green whenever he moved his leg.

"Well, I won't know if I can't even hear them can I?" He turned to the two men and only gave Remus a glance. "Speak."

Explanations were given, and though they thought they were definitely crazy, they figured it was no harm to let them take Scabbers. But it was. Scabbers was soon revealed to be Peter Pettigrew. Harry's never seen Snape look so shocked, and he unsilenced Snape. While Remus and Snape held their wand on Peter as they left the Shack and Willow, following Crookshanks since he found it his duty to push the knot to freeze the tree, Sirius and Harry helped Ron while Hermione pulling up the rear.

"You know, I was supposed to take you in," Sirius said as they stood off to the side a bit, away from everyone. "I should have just stayed with you Harry and not gone after Peter."

Harry and Sirius looked out to Hogwarts that was standing beautifully with the cloudy night sky. "You can't change anything now," Harry said. "And I'm sure you've beaten yourself up about this for the last twelve years in prison, so don't dwell on it now."

Sirius chuckled and Harry found he liked the sound. It sounded good. The man's been in Azkaban for the last twelve years and hasn't had any reason to laugh, smile, or chuckle, so hearing it was good. Of course, it wasn't like Remus'. Harry's been able to get Remus to smile, laugh, and chuckle plenty of times during their times together and Harry always felt drunk off the sound and sight.

"Harry, I know you don't know me much, and I'm to blame for suggesting Peter as your parents' secret keeper, but when this is over, I'd like you to come and live with me. If you wanted to of course," he quickly added.

He was shocked. "Live with you?"

"I know," he quickly went on hanging his head. "I knew you'd want to continue living with your own family. It was stupid to ask."

"Are you kidding?" he asked. "Away from the Dursleys? Hell yes."

Sirius beamed and Harry stared in shock a bit. The man completely transformed when he smiled. The harshness from the years disappeared as if never there, his eyes lit up, and he practically glowed. It was nice and Harry smiled back.

He'd be away from his relatives, he'd get to know and live with a man that his parents trusted with his life and should have been his guardian in the first place. Not to mention he'd be able to see Remus over the summer too because he was sure Remus and Sirius had a lot of catching up to do.

Suddenly the moment was ruined by Hermione's scream. "Harry!"

They turned around and she pointed to the full moon that was coming out from behind the clouds. Sirius paled, even further than what he already was, and ran over to Remus who doubled over in pain. Harry followed and stood with his friends and Snape who stood in front of them to protect them. Peter, in their distraction, turned back into a rat and took off.

Harry watched painfully as Remus started to turn, and Sirius trying to help Remus remember who he was and not give into the animal. Remus knocked Sirius away and finished his transformation, doubled over as he tried to catch his breath.

Remus as a werewolf was rather odd. He didn't really think a werewolf would look like he did. He looked like a wolfman rather than a wolf. He was skinny with hardly any hair. It was almost like his werewolf was bolding. And as the werewolf whimpered a bit, Harry couldn't help but feel sorry for both Remus and his werewolf.

Harry came out from behind Snape, who tried to grab him while hissing, "Potter!" But Harry ignored him and slowly came forward.

"Professor?" he whispered. The werewolf whimpered but went still. The only sign he was still even breathing was how his breath fogged in the cold night air. "Remus?" Harry whispered.

The werewolf's head snapped up and Harry was pinned down by glowing gold eyes that had made an appearance earlier in the shack. The werewolf slowly stalked forward while lowly growling, and quickly remembering what he had read during one of their assignments that Snape assigned them during one Defense class, he slowly lowered down onto his back and bared his neck, waiting for the animal to decide.

He felt like it had been an eternity for the werewolf to reach him, of course when one's in fear time seemed to slow down. The werewolf crawled over him, still growling lowly and Harry chanced a peak. The werewolf was quite frightening with his bared teeth, but when he glanced into his glowing gold eyes, he didn't really feel any fear. He went back to looking away, his neck still bared for the werewolf.

He heard a sniffing sound before he felt the cold nose of the werewolf against his neck. Harry knew any minute now it was either a lick or the tearing of his flesh. Holding his breath, he waited. And waited. And waited until he finally felt a long wet lick go from his shoulder to behind his ear - causing him to shiver - and the werewolf started nuzzling his neck.

"You are one lucky bastard mate," he heard whispered and turned his head to see Ron staring at him with wide eyes along with Hermione and Snape. He looked around and saw Sirius standing off to the side with a wide eyed look.

Harry looked at the werewolf and smiled at the golden eyes before he frowned. He looked around and asked, "Where's Peter?"

Everyone looked around and Sirius cursed at losing the rat again. Harry stood up, absently petting the werewolf's back as he stood beside him and was nuzzling the top of his head.

They all were back at Hogwarts, except for Sirius, explaining to the Aurors about how they all saw Peter Pettigrew and knew of Sirius' innocence. But, they didn't believe them. They thought that because they were kids, Sirius had done something to them or threatened them to believe what he told them. They didn't believe Snape since he was a known Death Eater from the first war, even though he was a spy. And they couldn't get Remus' story because he was still out as a werewolf, which had slipped.

Not from Snape like Harry thought he would, but from Ron. He was doped up on pain relieving potion and during their recount of the events, which Harry, Hermione, and Snape left out Remus, Ron let it slip. And it wasn't like they could lie and try to cover for him because all the Aurors had to do was ask to see Remus, and he wouldn't show since he was a bit busy with his furry problem, and search his room to find a still full cup of Wolfsbane potion on his desk.

Harry felt bad because he knew as soon as the news got out, parents were going to demand he be released.

Harry made his way to Remus' office after he had been informed that Remus had resigned. "Professor Lupin," he called after knocking.

"Come in Harry."

Harry entered and tried not to be sad as he watched Remus pack his things. "How'd you know it was me?"

The man pointed to the Marauders' map and said, "Plus I know your voice. What can I do for you?"

"I heard you resigned."

'I don't want you to go.'

"Yes. Someone was bound to find out. I know Miss Granger is the smartest witch of her age, but someone would have put the clues together sooner or later. Plus, I'm getting ahead of the letter that will show up soon." A pause. "Not to mention that Dumbledore was extremely disappointed in me for not drinking my Wolfsbane. I could have really hurt you Harry, and your friends. And I could have hurt Snape again."

"But you didn't."

"I could have," Remus snapped back.

"Why didn't you?" Harry fired.

"…Moony sees you as his cub. You've been a member of the pack since your birth."

Harry frowned. "What pack?"

"My family," Remus simply said. "Your father, your mother, Sirius, Peter," he growled, "and you since you were born."

"Oh." They were silent as Remus continued packing. "I wish you didn't have to go." When Remus stared at him he added, "You're a great teacher. Our last two Defense teachers were rubbish. One had Voldemort on the back of his head and the other was that flaming Lockhart."

Remus chuckled. "Yes, I remember hearing about him. But I'm sure Dumbledore can find another teacher."

"Not likely," he mumbled and knew Remus heard him when he gave him a small smile.

There was a knock on the door and Dumbledore walked in. He didn't look surprised to see Harry there. "Everything packed Remus?"

"Yes sir," he replied as he locked the last suitcase.

"You're ride is here."

"Thank you." He turned to Harry and softly smiled at his expression. "Don't worry Harry; we'll see each other again." Remus came around the desk and Harry quickly stepped in front of him to stop him, completely ignoring that Dumbledore was standing behind him and watching them.

"You promise?"

The older man stared down at him and Harry just stared back. He could stare at Remus all day and not get bored. Remus gave a small smile and gave him a small hug while saying, "I promise."

So...what did you think? Hate, like, love? Let me know.