A/N: Everything belongs to J.K. Rowling. I am simply playing with her characters. As far as the plot goes (assuming of course that you can find a plot in this) it just popped into my head and wouldn't leave me alone until I wrote it down. I'm not even a huge SB/RL fan. And yes it's slash, although nothing at all explicit. I'm worried they are a bit out of character, but I think I at least got Remus and Peter close to perfect. Any resemblance to other stories is completely unintentional. Rated T to be safe. Any feedback would be greatly appreciated!

Remus Lupin was beautiful.

This, in and of itself, was not news to Sirius. He had known the boy for the last six years, and he wasn't blind. Remus had always been good looking.

The problem was that now...well now Remus was bloody gorgeous. The kind of beautiful that literally stopped people in their tracks. Or at least, stopped Sirius. Both when he had first realized, and, every single time since then.

That first moment of realization still caused Sirius quite a bit of internal embarrassment. It had been at the start of the year, during their first week back at Hogwarts. Sirius had been in the library in pursuit of an advanced transfiguration book, had rounded a corner, and seen Remus. They were roughly ten feet apart and the boy had been standing in front of a window, frowning slightly at the book in his hands. It had been the first time Sirius had looked, really and truly looked, at Remus since the beginning of term. He was striking. Tall, lean, strong, with sharp features, hazel eyes, and tawny hair flecked lightly with grey. Sirius was pretty sure his jaw had dropped but he couldn't entirely remember since at that moment Remus had noticed him and turned to face him properly. And smiled. And Sirius had gasped. Literally gasped. Out loud. Remus' smile had faltered, he looked mildly bewildered, and glanced around him curiously as though trying to find the source of Sirius' sudden astonishment. Sirius had done his best to cover and vaguely remembered shouting "Moony! Just the man I was looking for" in a delighted sort of voice, before he had rambled something about James and Lily Evans, and needing to come up with a brilliant prank that would distract the poor boy before he made a complete fool of himself. Remus had laughed and come along willingly enough and the two of them had gone to find Peter.

Since the incident in the library Sirius found himself starting slightly whenever he saw Remus. This happened everywhere. In the great hall, classes, hallways, the common room, the dorm. Sirius could be sitting comfortably beside the other boy, happen to glance over, and he would still receive that familiar shock. He had also inadvertently started noticing little features in Remus' appearance. The ink stains that seemed to permanently dust his fingers. The light scar that ran down the side of his neck, starting behind the left ear lobe and disappearing into the neck of his shirt. Sirius wasn't trying to notice these things. He honestly couldn't help it. And the problem was that these details, all these minor flaws, made Remus all the more stunning.

Until recently Sirius had been fairly sure that the other Marauders were unaware of his revelation. However, for the past week Sirius had been having trouble concentrating on what he was doing or saying whenever he was around Remus. It was just so distracting having him there, apparently ignorant of his own looks. How in the world could anyone begin to focus with Remus near them? He even smelled good. The new addition to the problem was Peter, who had been giving him funny looks. Damn him. Stupid, hopeless Peter and his uncanny observational skills.

So Sirius doubled his efforts to push thoughts of Remus out of his head. He threw himself with equal fervour into his schoolwork and marauding.

It didn't help. Remus was still there, handsome as ever. Laughing, planning, pranking, studying, and most of all it seemed to Sirius, infuriatingly distracting. Sirius couldn't help being frustrated with himself for not noticing this about his friend before, and, for noticing it at all.

"Um...Remus?"

Remus looked up from the book he was reading next to the fire in the common room to find Peter sitting himself across from him with an unreadable expression on his face. Remus raised his eyebrows. Peter swallowed.

"What is it Peter?"

"Well...its just...Have you noticed anything funny with Sirius lately?"

Remus threw his friend a questioning look and thought. Sirius had been, if anything, overly animated lately. He seemed almost excessively excited to do anything and everything.

"He's been a bit over-the-top recently. But other then that I haven't noticed anything strange. Why? Have you?"

Peter shifted uncomfortably in his seat. He looked, Remus thought, almost like he was in pain. What was going on? Remus raised his eyebrows again.

"Well," Peter started, "It, it's probably nothing." Remus nodded. "It's just, I'm pretty sure he's been watching you."

"Watching me?"

"Yeah. And he seems unusually jumpy around you. Or pretty much whenever anyone says anything about you." Now that Peter had started talking he seemed eager to get it all out. "And he's been doing it for a while, at least a month." Remus blinked, thinking. A month. What had happened a month ago? A memory rose to the surface unbidden. He'd been in the library trying to find a book to help with his most recent Defence Against the Dark Arts essay. He had noticed a small movement out of the corner of his eye and had turned to face Sirius. Sirius who had been looking straight at him with an expression...well he must have been imagining it, but he'd thought Sirius had been staring at him with an expression of mingled horror and desire. It had been an extremely confusing twenty seconds. Remus had found himself simultaneously shocked, horrified, flattered, and (although he hadn't consciously admitted this to himself) aroused. He had been relieved when Sirius grabbed him by the arm and dragged him away to find Peter.

Remus shook his head slightly. That couldn't be it. He was fairly sure he had imagined the look after all. He smiled at Peter.

"Now that is strange isn't it? You're sure?" Peter nodded. "Alright then, I suppose I'll have to talk to him about it."

Remus had him cornered. Sirius had gotten up first after dinner, while the other three were still eating, in an attempt to flee to the dorm so he could have a few Remus-free minutes in which to try and finish his Charms homework. His attempts earlier that day had not been going well due to Moony's overly close proximity to him in the common room, then later in the library. It seemed almost as though the werewolf had been following him, but that didn't make any sense. That is, it hadn't made sense until Remus had abruptly dropped his fork and stood up after Sirius announcing that he too was finished with dinner. Sirius spluttered something incoherent about Remus not looking like he was finished. Remus had responded with a shrug, said he wasn't hungry, and proceeded to follow Sirius out of the Great Hall. About halfway back to the common room Remus grabbed Sirius' elbow and pulled him into an empty classroom, shutting the door softly behind them.

"Remus, what are we doing in an empty classroom?" Remus smiled slightly and started pacing slowly in front of the closed door.

"I just think we need to clear something up." Sirius swallowed. Hard. How exactly was he supposed to have a serious and coherent conversation with Remus when he could hardly look at the boy without noticing every damn thing about him? Every irresistible thing? Wait. Irresistible? That wasn't...that never... In an attempt to cut off his train of thought, to stop it from veering out-of-control into unknown territory, he spoke,

"Clear something up? What do we need to clear up?"

"Well, Peter seems to be under the impression that you've been watching me. And that you've been rather jumpy around me for a while. I had noticed that you seem to be more wound up then normal, but then again, I never see you without being there myself do I? I wouldn't notice if you were behaving differently when I wasn't around." Sirius positively glowered.

"Wormtail." He muttered, more to himself then anything. Bloody observant Wormtail. What the hell was he going to tell Remus?

"Yes, Wormtail. So I was wondering, if I have indeed been the reason you've been so on-edge lately, would you mind telling me why?" Sirius simply stared at him. Then, without thinking about what he was doing, and certainly not about the consequences of his actions, thinking only about how goddamn, fucking, gorgeous Moony was, Sirius closed the space between them in two steps, pinned his friend to the wall with his body, and kissed him.

It wasn't a long kiss. Initially, Sirius pulled back only far enough to look at Remus' eyes. Remus looked terrified. Sirius quickly tried to heave himself off the boy using the door behind them as a lever, while thinking madly about how he could possibly fix the situation, but Remus was faster. Before Sirius had realized what was happening, Remus had a hand on either side of Sirius' hips, effectively holding him in place. Sirius blinked. The terror had left Remus' face and now he was looking at Sirius with what appeared to be amusement and mild interest.

"That wasn't quite what I was expecting."

"Me either." Remus lifted his eyebrows in surprise. "I mean...I didn't...bloody hell Moony." Sirius stammered. He sighed and looked at the floor, to which he said "You're too gorgeous for your own good. It's distracting."

"I'm...sorry. I'm what?" Sirius scowled at him.

"You. Remus Lupin. Are fucking breathtaking. You have been driving me insane for weeks, and you haven't even noticed." Remus grinned.

"So you fancy me then."

"I...what? Since when does appreciating how you look mean I fancy you?"

"Since you kissed me." Oh. Well damn.

"Fuck." At this point, it seemed to dawn on both of the boys that their bodies were still pressed together. Remus quirked an eyebrow at him, his hands still firmly in place on Sirius' hips. And again, without thinking, acting purely on impulsive desire, Sirius kissed him. This time it was anything but chaste. This time, Sirius positively attacked Remus; pressing his entire weight against the boy. This time, there were teeth, and tongues, and swollen lips. This time, Remus kissed him back.