A/N: There aren't enough Minerva and Hermione fics out there so I decided to write one, as well as I was inspired by a few fantastically written ones – see my favourites list for them. This is MM/HG friendship. Enjoy!

Minerva rolled over in bed and sighed to herself.

Moonlight shone through the window, casting shadows around the room, enhancing the silence. It was late, Minerva wasn't sure exactly how late, but knew enough to realise she should have been asleep hours ago.

Yet here she was, wide awake. For the past few hours she had tossed and turned, yet sleep refused to overcome her. By this point, she was fed up and frustrated.

Minerva was about to completely give up and start grading essays, when another thought took hold of her mind. "Warm milk…" she said to herself, already climbing out of bed. She wasn't sure if it was partly thanks to her feline form, but warm milk always helped to calm her nerves and relax her. At this point, she was ready to try anything.

Instead of putting on her dressing gown, Minerva changed into her cat form. It was a quicker, stealthier way to move unnoticed through the castle, and the extra exercise could only help tire her out so she could sleep better.

Quietly slipping out of her rooms, she padded silently down the dark corridor. She glanced up at the Fat Lady's portrait as she passed the Gryffindor common room, who nodded slightly in recognition. She then continued on her way, making no noise whatsoever in the already silent corridors.

However, as she neared her transfigurations classroom, Minerva began to sense…something. Her ears pricked but there was no sound, yet she could feel more magic in the air than normal. Her feline senses somehow were able to pick it up, whereas in her human form she couldn't.

Minerva changed back to her normal self, and reached out for the doorknob to her classroom. As quietly as she could, she twisted the knob.

It was locked.

She drew her wand out and muttered the spell to unlock it, and attempted again. This time the knob twisted all the way around and she slowly eased the door open with her wand at the ready.

What she saw before her was not at all what she was expecting.

Hermione Granger stood in the middle of the room, wand in one hand and an open book in the other. Eyes zipping across the page, her lips moving slightly as she read. Every now and then she would give her wand a slight swish, apparently practicing wand movements for what she was reading.

She was so absorbed in her work that she failed to notice Minerva standing in the doorway. Minerva watched for a moment, and then quietly cleared her throat.

Hermione jumped at the sound, sending the book flying. Her wand jerked with the movement, setting a nearly desk on fire. Her face was filled with panic as she stared at the figure in the doorway, trying to make sense of who it was.

"Agumenti," Minerva said, pointing her wand at the flaming desk. A jet of water shot out of the end of her wand, landing on the desk and extinguishing the fire. She then pocketed her wand and moved closer to her student. "I'm sorry to startle you, Miss Granger," she said softly.

"Professor! I'm so sorry, I know I should be in bed, please don't be mad, I didn't mean-" Hermione began to babble frantically but was brought to a silence as Minerva raised her hand.

"Miss Granger, its okay, I'm not mad," she replied to the worried girl before her. "But I would appreciate you telling me what you're doing in my classroom at one in the morning."

Hermione nodded, and took a slow breath to calm her racing nerves. "I'm practicing a spell, and it's particularly difficult. I've been spending a few hours for the past couple nights studying the theory, and wanted to try the practical side now."

"Do you mind telling me what spell you are working on?" Minerva asked, her interest peaked.

Hermione hesitated slightly. "Um, I'd rather not, Professor," she replied, nervously biting her bottom lip.

Minerva sighed slightly, and moved a step closer to her student. "Look, I understand you care about your studies, but if you're practicing difficult magic in the middle of the night, I need to know what you're working on."

"Okay," Hermione answered slowly, knowing she wouldn't get around the question. "I've been practicing on…um…becoming an Animagus."

Minerva's eyes widened slightly. "Miss Granger, why didn't you want to tell me that? It is a very complex piece of magic, however not illegal so I can't understand why you wouldn't tell me. After all, I am an Animagus too, I could be of aid."

"I wasn't sure if you would allow me to take on such a demanding task, only in my fifth year," replied Hermione. "But we're not learning any defence at the moment, and You Know Who is back now, and I want to learn anything that may one day help, like how your Animagus form once helped Professor Dumbledore defeat Grindelwald." Her volume dropped several levels as she continued, causing Minerva to strain to hear her. "And I didn't want to tell you in case I couldn't do it."

Minerva softened immediately, touched that her student wanted to do that. She could see under the façade that Hermione hid behind that the young girl desperately craved her praise, and feared failure.

"Becoming an Animagus is definitely one of the hardest areas of Transfigurations to master, and I rarely even allow seventh year students to undertake it. However, never have I had such a gifted student before, in all my years of teaching," Minerva said softly, reaching out to gently squeeze Hermione's shoulder. The girl glanced up at her professor, a slight blush rising in her cheeks. "Yet despite you being in your fifth year, I feel you are more than ready to take on this challenge than any of my current seventh year students."

"Really?" Hermione replied softly, a surprised look upon her face.

Minerva nodded. "Definitely. And Hermione, I'm honoured that you would do this alone to surprise me. If you have ever had any doubt, I assure you that I am already very proud of you, and that will never change even if you don't succeed in something."

Hermione glowed at her professor's words, noting that she used her first name, and a small yet warm smile appeared on her face. "Thanks professor, that means a lot."

Minerva smiled back, and in an uncharacteristic display of affection, she reached over and gave Hermione a brief hug. Hermione was surprised, yet quickly relaxed into the embrace and hugged Minerva back.

After a moment or two, Minerva pulled away, clearing her throat. "Alright, so now I know that you want to become an Animagus. I'll understand if you want to continue alone, but if you might like to, I'd be happy to help train you?"

Hermione grinned, and nodded immediately. "I'd love that, Professor. But only if you have the time, I don't want to be a burden or anything…"

"Nonsense, you'll never be a burden to me," Minerva replied, brushing away any of Hermione's concerns. "How about we make it every second evening, we meet in my office and spend an hour or two working on it?"

"That would be great, Professor," said Hermione, nodding earnestly.

"Excellent. Instead of beginning tonight, we'll start tomorrow evening, at 9pm if that's fine by you. It's quite late right now and both of us should be in bed. Besides, I'm sure you must be feeling tired after a day in Hogsmeade," Minerva said. Hermione nodded again, and the two left the classroom together. Minerva waved her wand, extinguishing the lights in the room, and they began down the corridor towards the Gryffindor common room.

"Professor," Hermione began thoughtfully as they walked, "how did you know I was in the room? I had cast several spells so no one would catch me."

Minerva smiled. "I noticed these spells, you're quite talented with your spell work. I highly doubt that any other person would have found you out. I only did, as I was on my way to the kitchen in my feline form, and I could sense magic from within the room. I can only sense it in my cat form, and only if the magic is particularly strong," she replied. "Now, if you don't mind me asking a question, why did you choose my classroom to practice? Why not just the common room, which would be a lot less risky?"

"I didn't want any students coming down in the middle of the night and see what I was doing," Hermione answered. "And I don't know why, but my magic feels…stronger, I guess, when I'm in your classroom."

Minerva smiled at that. Back when she was a student, her magic had always felt stronger in the Transfiguration classroom. Yet back then, it wasn't her classroom, it belonged to Professor Albus Dumbledore. Who knows, maybe it will one day become Hermione's classroom, she thought.

They reached the portrait of the Fat Lady, and before Hermione entered the common room she turned to her teacher.

"Professor McGonagall, I just want to say thanks for helping me. I really appreciate it," Hermione said softly.

"Anything for you, Hermione," replied Minerva, a small smile gracing her lips. "And, since we're going to be spending quite a bit of time alone together, feel free to call me Minerva when we're in private."

Hermione grinned, and nodded.

"Good night," Minerva told the young girl, giving her a brief one armed hug, which Hermione responded to before pulling back.

"Good night...Minerva," Hermione replied and turned to enter the common room. Minerva began to move down the corridor to her private quarters, her thoughts of warm milk long gone, and didn't hear the content sigh that escaped Hermione's lips as the portrait of the Fat Lady swung shut.

TBC…any suggestions, advice or ideas are appreciated