Disclaim. Good enough? Direct quotes from Prisoner of Azkaban. Disclaim again.

Remus John Lupin never thought he'd be coming back to Hogwarts. He never attempted to; the memories of that place were far too much for him to bear. But when Dumbledore contacted him, the offer was too great to refuse. An occupation he loved, teaching, at an institution which he had spent the best part of his life. With the condition he suffered, he was lucky to even be considered for any sort of job, let alone one he actually wanted. So in response to the kind Headmaster's letter, he promptly said yes.

But now, as he headed into the King's Cross station, suitcase in hand, he was hesitating. It wasn't that he wasn't looking forward to the opportunity, it was incredible exciting for him. It was just.... the timing. Severus Snape, a man whom his friends had tormented all throughout school, was going to be his colleague. Not only that, Severus was the only one in the vicinity competent and willing enough to brew Wolfsbane potion, so Remus wouldn't have to suffer in the Shrieking Shack, losing all sense he had to the moon as he had as a boy.

Though Remus himself hadn't participated in the bullying, he had never done anything to stop it. He wanted to, oh how he wanted to, but he never did. Maybe it was because that this was the one allowance he had given his friends; they could take out their life's frustrations on the innocent boy because they were such kind, such loyal mates who helped lift a burden off his shoulders every night the moon was full. He never asked them to come Animagi, it was their choice and they were obstinate in the point that they were willing, but he was so grateful to them for doing what they did. They allowed him to keep some semblance of his sanity once he transformed into that creature of the night.

The werewolf sighed and continued forward, clutching tighter on the handle of his suitcase. As he headed towards Platform 9 3/4, he saw many a child who was surely heading into their first year. The Muggleborns were easy to pick out, they were much less self-assured and much more worried than the pure-bloods, or even the half-bloods. A young girl was looking nervously from the barrier to an older woman next to her. "Mum, I know the Headmaster told us this was what we were supposed to do, but what if it doesn't work? What if I'm not... magical enough to get through?" she said with worry. "I heard some boys talking as they went through, they said that Muggleborns shouldn't be allowed to go to Hogwarts,"

Remus smiled to himself and walked over. "Excuse me, I couldn't help overhearing your conversation, but I'm a professor at the school, and I can assure you, if Albus Dumbledore told you something, it is something you should listen to." The young person still looked doubtful, so he bent down and whispered, "I once had a friend whose parents weren't magical, and she told me she had the same worry when she was coming into Hogwarts. But she turned out to be one of the most magical people I knew," he told her, Lily Potter in his mind's eye.

As he stood up straight, the girl looked up at him in a amazement. "Did she really?" she asked, her eyes round with wonder.

Remus nodded. "Yes, she was the most brilliant girl in our year. She was brave, loyal, kind, and everything anyone could aspire to be. Magic isn't something defined by where you come from, or what you are, it comes from within, and you shouldn't let anyone else make you believe otherwise," he added firmly. A memory flashed into his head. You're bloody brilliant the way you are, Moony, lycanthropy and all. If you let anyone tell you different, you're denser than Padfoot after three bottles of firewhiskey.

"Thank you," said the girl with a bright smile. She turned to her mother and hugged her tightly, murmuring her goodbyes. She pushed the cart forward forcefully, and soon, she disappeared through the barrier. Remus remembered it was time for him to do the same, and walked forward quickly, offered the mother of the girl a nod before he left.

He was soon on the train, and he recieved several strange looks from students. He knew why, the teachers usually lived at the school already, so they didn't need to board the train. But it was Remus' first year as a professor, and he had to take the Hogwarts Express for the first time since his graduation. He had this thought in mind when he passed by the compartment. The compartment that Remus, James Potter, Sirius Black and Peter Pettigrew had all shared since their first year. He couldn't resist entering, though he knew the memories would be painful; they all hurt now.

He stood in the threshold, looking at the writing they had carved into the door frame, using quills rather than magic. Around third year, James had taken to carving Lily's name in the wood, though he'd never shown her, as far as Remus knew. He sighed, the dull ache in his chest returned, as it always did when he thought too much about his friends. But he couldn't not think of them, not when he was so close to the place they'd grown up. It hurt him badly, knowing that three of his closest friends were dead, and one... he didn't even want to think about the last one, ever again.

He stowed away his suitcase and flopped down on a seat, trying to sleep. It proved unsuccessful, but he kept his eyes closed anyways in case luck should befall him and he would be granted rest. The train started to move, and he heard the compartment door open. No one had yet tried to sit down, so he was surprised.

"Who d'you reckon he is?" he heard a boy say, sounding no more than twelve or thirteen. Presumably, they meant him.

"Professor R. J. Lupin," chimed in a female, probably around the same age. This girl was intelligent, she had probably noticed his suitcase and read the tag.

"How d'you know that?"

"It's on his case," replied the girl. He was right, she had read the case. The boy asked her opinion on what they thought he was going to teach, and the girl was quick with her reply. It seemed to him that his deduction about her held true, this girl was rather smart. Remus tried hard to keep himself from smirking when the boy doubted his stability. That child had no idea how truly not fragile he was. But as not to frighten them into silence or drive them away, he kept up his 'sleep'.

A third voice entered the conversation, a voice that sounded very much like one he used to know. When he uttered the name "Sirius Black," Remus' eyes flew open. The one who betrayed them all. The Potters had trusted Sirius, trusted him dearly, and he repaid them by selling them out, giving their lives away to their greatest enemy. The ache his chest was worse than ever, as he battled his disgust that the man he used to call friend, the one whom he trusted, the one had stood by him oh so many full moons ago, had thrown away their lives without a regret. And to make it worse, he'd murdered the last of his true friends, the bastard, leaving more alone than he'd felt since before Hogwarts, on those nights where he'd be chained up for fear of killing his parents.

None of the children were looking at him, so he had no worry of them noticing his gaze. The first person he saw was a gangly red-haired, freckled child who seemed to have been the first voice he'd heard in the compartment. Then, he saw a young brunette who was obviously the intelligent one. But when his eyes reached the last child, his heart stopped in his chest.

It was James. Only, younger. Thirteen, and with round glasses, but he definitely looked like the James that Remus knew. The same features, the same smile, the same dark untameable hair that he prided himself on. But as Remus looked closer, he saw the boy's eyes, and he knew it was not. Because he did not see the familiar hazel of his friend's eyes, but an extremely bright green. A bright green that belonged to Lily Potter.

He wondered briefly whether he was hallucinating. Had the memories he was facing manipulated his brain into concieving an image of two of his lost friends combined? But after rational thought, it became clear who this black-haired, green-eyed child was. Harry. Harry Potter, the 'Boy-Who-Lived', the one who'd survived Voldemort's curse to become the most famous wizard in history. It had been years, around twelve years since Remus had seen him. He'd just been a baby then, and there was no lightning bolt scar across this forehead, but it was clear they were the same person. In a flash, Remus was reliving the past again, the day the son of the Potters was born.

James paced back and forth nervously, running a hand through his hair. "They haven't let me in yet. Why haven't they let me in yet?" he questioned in a panic, grabbing the front of Sirius' robes.

Sirius loosened James' grip on him. "Relax, mate. If something were to have happened, you would've been the first to know. Stop freaking out, Prongs, I know it will be alright." said Sirius, grinning reassuringly at his friend, though doubt was visible in his own eyes. He could see that it wasn't working, so he sighed. "Moony, talk to this one, will you? I fear he'll collapse in anxiety before they call us in,"

Remus rose from where he was sitting and clapped James on the shoulder. "Prongs, you trust us right?" he asked. He was met with an ethusiastic nod. "So you do think we'd lie to you and tell you we thought it was going to be okay when it wasn't, right?" He now recieved a more hesitant response, but it was a nod nonetheless. "So don't worry. Like Padfoot said, if there was something to panic about, they'd have told us already."

He let go of Sirius' robes. James let out a breath of air, but then looked at Remus. "If my baby has like, four eyes or something, I'm blaming you."

Sirius opened his mouth but Remus cut him off. "I think it's safe to say if you make one joke about Prongs' glasses, he'll roast you alive in the St. Mungo's cafeteria."

James smiled slightly. "Too right you are, Moony. Too right you are." Though he was better than he was, he wrung his hands together like his life depended on it. And it seemed the crease between his eyes would never go away. Remus hadn't seen him this nervous since he proposed. Well, maybe his and Lily's first date. Sirius had almost thrown him in the Black Lake out of annoyance.

After several more anxious minutes, a Healer came out to the waiting room. "Mr. Potter, would you like to see your son?" she asked.

James beamed and rushed forward, grabbing Remus and Sirius and pulling them in along with him. Peter, who was also in the waiting room, trailed along behind them at a slower pace. James bounded imto the hospital room. When he saw his wife holding their baby, his grin, if possible, got even wider than it was. Lily looked up at him with eyes filled with pure joy. "Look at him, he's beautiful," she said, passing him to James.

James cooed at the child, who was his image exactly. Sirius came over to stand next to him. When the baby opened his small, squinted eyes, James gasped and looked like he was bursting with pride. "He has your eyes, Lily. The exact same eyes!" Everyone smiled, because this was so typically James. He didn't point out that he looked almost the same as him, but the one thing the infant had inherited from his mother: her eyes.

Sirius looked down at the baby. "I suppose he is rather adorable, though his face is rather scrunched up and splotchy. Just like his old man," he teased, grinning as well. But beneath the teasing, awe was clear in his expression. He looked almost as happy to see the child as it's parents did.

James didn't take his eyes away from the child. "Some godfather you'll turn out to be," muttered James, holding his boy closer to him.

"G-Godfather?!" spluttered Sirius, taken off-guard. Once the shock wore off, he met the eyes of the beaming parents before him. "I'm the godfather?" he asked, shocked and amazed. His dark eyes were brighter than they'd ever been before.

They nodded. Lily smiled. "We both agree that if something should happen to us, we would want our kid in your hands," she told him, reaching forward and taking the hand that James was not using. She looked at Remus and Peter. "Well c'mon then, have a look at our baby!" she said excitedly.

After Sirius got a turn, Remus was the next to hold him. "What are you calling him?" he asked, staring at the baby. It truly was the perfect combination of Lily and James. So much like his father you'd probably think them the same person when he was older... but his eyes. The Lily in him lived in his eyes, because they truly showed what one could not see in one glance. They showed that he was as much alike his mother as he was his father.

"Harry," murmured James. "After Lily's father," he continued, sitting down next to Lily and wrapping his arms around her. She rested her head against his chest, looking exhausted yet blissful.

"Harry James Potter." Lily said, folding her hands across her stomach. It was probably more out of habit than anything, because she was no longer pregnant. Peter, who was now holding Harry, passed him to Lily again. She kissed her baby's forehead. "Hello Harry," she murmured gently, sounding more like a mother than she had in Remus' presence before.

Remus looked at the family, so happy for his friends. Though admittedly, he felt a tiny spark of jealousy that he could never allow himself such happiness in that position, because he could never get married or have a family, for fear of infecting the ones he loved, or even worse, passing along the horrible curse to an infant. He shook the thought off and focused on James, Lily and their baby. "Harry," he repeated. It suited him.

Remus was pulled back into the present, and Remus realized he should close his eyes before they realized he was awake and got annoyed or upset that a professor could hear their conversation. More than anything, he closed his eyes to escape from the images around him. He couldn't face this anymore. It was hard enough to be heading to Hogwarts, with memories swimming at the surface at every moments, reminding of the carefree, lazy days he spent with the Marauders. Now he saw he would have to look at Harry, who looked far too much like James.

"Don't let that thing out!" he heard one of the kids say; it sounded like the redheaded boy. He wondered how long he'd been thinking back on the past. He next heard an assortment of noises, a yawning cat, an angry protest from the boy, and curiously, what sounded to his especially sensitive ears like a trembling rat. He hadn't noticed the boy holding a rat. But then again, how much attention was he paying them while his mind was twelve years away?

"Ron, don't!" said the girl angrily. In a moment of strong curiosity, Remus almost revealed himself to be conscious. Though the air was tense as the students waited, watching him, they seemed to have lost their apprehensiveness and went back to their conversation.

Most of the train ride was going pretty smoothly, Remus really tried to fall asleep, but it didn't work. He didn't really expect it to, what with everything that he was feeling. At one point, the kids tried to wake him so he could get food, but he didn't budge from his position. He was in no hurry to look at James-- Harry, he corrected mentally. He held himself back from swearing, because that was all he wished to do. At another point in the ride, another voice was heard.

"Well, look who it is," drawled the voice, a male, who was no older than the others. His voice held an air of superiority which Remus recognized, but couldn't place. "Potty and Weasel." the boy declared to the chuckles of others. Presumably, these were friends of the arrogant boy who had entered the compartment with him. Weasel... thought Remus. Is this Ron boy one of Molly and Arthur Weasley's children? he wondered. When he was in first year, those two were graduating, and he'd heard that they'd had a bevy of children since then, each with the same flaming red hair all Weasleys had.

"I heard your father finally got his hands on some gold this summer, Weasley," remarked the arrogant boy rudely. "Did your mother die of shock?" Remus was right, Ron was a Weasley. Then he realized where he'd heard the voice before. It sounded like the annoying drawl of Lucius Malfoy, who'd been a prefect when he attended Hogwarts. Must be Malfoy's son. He seems to have inherited his father's sense of haughtiness. Remus thought with a snort.

"Who's that?" said the voice of Malfoy, whatever his first name was. There was a tinge of panic to his voice that made Remus very pleased, and he struggled to keep up the pretence of slumber.

"New teacher," said Harry, and Remus couldn't hold back his smile. "What were you saying, Malfoy?" The hint of smugness and amusement in his voice was rather subtle, but Remus noticed it all the same and it made Harry sound even more like James, which seemed impossible.

The nasty younger Malfoy left soon enough, and after that rather amusing interlude, the majority of the train ride passed smoothly. That was, until the train began to slow down. Someone --it sounded like Ron-- brushed past him curiously, commenting on their probable nearness. The girl responded that it wasn't likely that they were there now, to which she was asked why they were stopping. Remus wondered that himself. If they weren't at Hogwarts, why had they slowed down so much, almost to a halt? He heard the whoosh of lamps all being put out and his eyes flew open once more, but all he saw was darkness. There was a flurry of speech.

"What's going on?"

"Ouch! Ron, that was my foot!"

"D'you think we've broken down?"

"Dunno..."

There was movement and after a squeaking noise, Remus' eyes were better adjusted and he could see that boy Ron by the window. Due to his heightened senses, his vision was almost as good, though not nearly, as what a normal person's would've been had they been in the light. "There's something moving out there," Ron said with a furrowed brow. "I think people are coming aboard...."

The compartment was filled with noise again as someone new fell to the ground with a thump. " Sorry -- d'you know what's going on? -- Ouch -- sorry --" said a round-faced boy, having fallen over Harry.

"Hullo, Neville," greeted Harry, trying to help the boy up. He succeeded by grabbing onto his cloak and hoisting him up with that. Remus recalled vaguely the Longbottoms having a child called Neville. Upon closer inspection, this boy seemed to have taken after Alice -- in both looks and balance. He realized with a pang that, like Harry, his parents had been taken from him at an early age, though not in the same way. The Longbottoms were tortured to insanity by Bellatrix Lestrange shortly before Voldemort fell.

"Harry? Is that you? What's happening?" Neville asked, squinting as to see better. It was no use; for people whose sense were average, it was very dim at the most.

"No idea -- sit down --" Harry told him.

Neville did as told, but unfortunately, he didn't notice that the place he was going to sit contained a very large, very irritable, smushed-face ginger cat. Remus frowned. He'd never liked cats for as long as he could remember, he supposed it was a canine thing. The cat yowled and hissed and with a frightened yelp Neville got off the cat. If Remus hadn't known any better he would've sworn the cat was glaring at Neville. Well, as much as a cat with such a squished face could glare.

Once more, the compartment door slid open and Remus saw a young red-haired girl, slightly younger than the others, entered the compartment, stumbling around. She tripped over Neville and fell to the ground, letting out a cry of pain.

"Who's that?" asked the brunette girl.

"Who's that?" asked the redhead in response, rubbing her sore knee.

"Ginny?"

"Hermione?"

"What are you doing here?" asked the first girl, Hermione.

"I was looking for Ron --" Ginny replied with a worried tone. This girl must have been another Weasley. Looking from her to Ron, Remus could point out several similarities, the most obvious being their shared flaming red hair. Ron was the older brother, that was obvious. There was several inches difference in height between the two. The last time he'd seen the Weasleys, there hadn't been a girl born yet.

"Come in and sit down --" Hermione started, and Ginny did just that.

But Ginny happened to plop down straight into Harry's lap, to which the boy blushed and quickly said, "Not here! I'm here!"

Ginny quickly shifted over, blushing as well, and landed on Neville's lap. Startled, Neville got up and both of them fell to floor. Soon enough, most them arranged themselves into proper sitting positions.

Remus did not have a good feeling. There was no reason for the train to be stopping, and suddenly, he felt a chill. He wasn't sure, but he thought he recognized that chill. The children were still in a frenzy, and Remus needed to concentrate to find out what had happened. "Quiet!" he told them hoarsely. It came out harsher than intended, but he had no time to worry about that now. The kids all focused their attention on him. He murmured a spell under his breath and fire appeared in his hand. It was an illusion, but it provided them with light nonetheless. Even his sight could do with improvement.

The kids' expressions varied from curious to petrified as he ordered, "Stay where you are," He got up slowly and approached the door, holding out the flames in front of him. But he never got to open the door, because it opened on it's own. And what came into the compartment next chilled him to his very core.

A dementor was in the compartment, towering over everyone, a decomposed hand reaching forward. Any warmth he had felt left him as he stared disgustedly at this creature. He knew it would be coming soon, and as he thought this the dementor sucked at the atmosphere around him, awakening memories. Flashes of his first transformation, that close call in fifth year when he'd almost bounded at that girl in the forest, she screamed so loudly... nearly killing Severus Snape, the night Lily and James died... they burned underneath the surface and Remus had to swallow as he blinked back tears. His mother dying, finding out Sirius had killed so many people, the Potters funeral, looking down at their still bodies, so lifeless.... it all nearly overcame him.

But he watched as Harry seized up and fell out of his seat, his green eyes rolling back into his head slightly, Remus knew he had to come back to reality. There were children to protect. Remus stepped over him -- wincing, because Harry's unconscious body reminded him disturbingly accurately of how James' body had looked at his funeral -- and walked forward, drawing his wand. "None of us is hiding Sirius Black under our cloaks. Go." he said harshly, but the dementor gave no indication of doing so.

Remus struggled to come up with a memory which was pleasant, and it was especially hard while right in front of a dementor. The best he could come up with was finding out Dumbledore wanted to him to teach. "Expecto Patronum," he muttered, and a silver light shot out of his wand. He hadn't actually expected to see his Patronus form, a wolf (yes, he knew of the irony), but the jet of light was able to drive the dementor away, and he was relieved.

The lights turned on and the train started up again; the dementors were gone. There was tangible relief in the air, but yet still a lingering disturbance.

He turned his attention to the unconscious boy on the floor. Remus wondered if Harry would be unconscious had Sirius not turned a traitor... Lily and James might have still been alive and he wouldn't have so many dark memories haunting his childhood. Remus felt a surge of hatred for the man who'd ruined everything, who'd destroyed so many lives in his pathetic attempt for self-preservation. And now, Sirius Black had escaped from the wizard prison, Azkaban. Not only that, but he was looking for Harry from what Remus had overheard. That man was seeking to destroy the son of his departed best friend, wanting to kill the boy whom he was the guardian of. He contained his feelings of utter repulsion.

Harry was now gaining conscious, the vivid green of his irises were visible now. His friends looked at him nervously as they pulled him up back onto his seat. Ron asked, "Are you okay?"

"Yeah," Harry said, though to Remus he still looked quite shaken. Harry's eyes strayed to the door in what he must of thought was a quick and subtle way. "What happened? Where's that -- that thing? Who screamed?" he looked around the compartment, and two of his friends looked nearly as pale as him, though Ginny and Neville hadn't collapsed as he did. Neville was probably remembering watching such horrible things happen to his parents, and Remus had heard about a Ginny girl who'd gotten kidnapped and left to die in the legendary 'Chamber of Secrets'. This could have been the girl.

"No one screamed," said Ron, his nervousness seeming to increase even more.

Remus reached into his case and pulled out a very large bar of chocolate for the children. Harry seemed perturbed. "But I heard screaming --" he jumped along with the rest of them when Remus broke the chocolate to give to them.

Making sure Harry had as much as was necessary of the chocolate, he broke more pieces off to give out."Here," he said kindly. "Eat it. It'll help." Thinking of what Harry said, Remus knew exactly why he heard screaming. That October night so many years ago, Lily was sure to have screamed, he thought, trying to push away the hurt that arrived again and again.

Harry took the chocolate, but did not eat it. "What was that thing?" he asked Remus.

"A dementor," Remus responded, passing around the chocolate, "One of the dementors of Azkaban." He was met with several fearful gazes. Everyone knew what Azkaban was and they seemed to know make the connection that these were the guards, the reason why so many shuddered at the thought of being left to rot in a cell with these horrible things surrounding them.

"Eat," he repeated, noticing Harry still had not touched his chocolate. "It'll help. I need to speak to the driver, excuse me," he told them, and made for the door briskly.

Remus did not go to the driver immediately. He took a detour, heading into a restroom. He shut the door quietly and sank to the floor He felt like he couldn't breathe, and he faced a wave of nausea as he mentally relived the experience with the dementor. I shouldn't have taken this job. Harry, he resembles Lily and James so much, it'll hurt to look at him, let alone teach him. And with the dementors floating around Hogwarts I'll be the one collapsing.... I'm in over my head.

He took a deep breath and, with great difficulty, pulled himself off the floor. And he prepared himself to go back to doing what he'd been doing since he was a boy; pretending.

So, readers, what do you think? My first story where neither James nor Lily is a main character. The idea just kept prodding me in the back of the head, so I thought I'd write it out, and it just went down so easily. Personally, I sort of enjoyed it. Happy holidays to you all!