Hello Dramione lovers! This is a oneshot I am entering into a contest. The prompt was to write a story in which Draco must teach Hermione Occlumency. I used Order of the Phoenix to learn how Occlumency was used and how the Legilimens sees quick flashes of someone's past as they navigate through the victim's mind. I recommend listening to Let Go by Frou Frou before / after / as you read this!

Please enjoy and review! (:

"Dumbledore thinks you should learn what?" Ron asked, shoveling another forkful of pork into his mouth.

"Occlumency. It's closing your mind, how to defend yourself from Legilimency." Hermione explained again, giving Ron a stern look.

"I know what it is Hermione, but why you? Harry already knows it."

"It's a valuable skill Ron, and we all know Harry wasn't really trying." Hermione replied evenly. She didn't even know why Dumbledore asked her if she'd like to learn it, but Hermione believed firmly in a well-rounded education. She turned to Harry seated across from her and Ron at the Gryffindor table in the Great Hall, reading the Daily Prophet.

"You better beg Dumbledore to let him teach it to you, and not Snape." Harry scoffed angrily. "I'd rather have been doing Remedial Potions with him then letting Snape see my memories."

Hermione bit her lip. It's just something new to learn, she thought to herself. She had taken to so many other magical spells and potions with ease, how could another skill challenge her? Spending an hour or so with Dumbledore (hopefully not Snape) would be fine, and maybe she would learn new information on how to help Harry defeat Voldemort. However, the fact that someone could penetrate her mind was terrifying. There were memories and details and truths buried in her mind that had never been spoken out loud. Words that had burned inside her throat to never reach her lips were inside of her, and there was a possibility that Dumbledore, Snape, or any skilled witch or wizard could reach them. Secrets hidden in her heart, silly fragments of wishful thinking, snapshots of her muggle childhood — it was vulnerable to an intruder no matter how far she may have pushed the information.

Harry noticed Hermione's discomfort and reached out to place his hand on her own. "C'mon 'Mione, if I could learn how to do it — well, barely — than I know you can do it."

"Thanks Harry," she breathed with a small smile. "I think I should go, Dumbledore wanted to see me in his office as soon as I was done supper." Hermione stood up from the bench and waved to her friends.

Ron looked up as she was leaving. "You're brilliant Hermione, don't worry."

"Professor?" Hermione asked Dumbledore's empty office. She approached his desk slowly, her eyes drifting upwards to the top of the bookshelf behind the ornate table. There were a few things scattered on his desk, and a drawer was open. But the ancient wizard was nowhere to be seen.

"Ah, Miss Granger!" The Headmaster's voice came from behind her. Dumbledore strode into the alcove in sweeping robes, outstretched hands, and a soft smile. "Are you ready for your lesson?"

Hermione nodded.

"Very good to hear. You might be wondering who will be teaching you." Dumbledore asked. "Come with me; we'll walk down to the dungeons and I'll tell you."

"The dungeons, sir? I thought I'd learn here, in your office." Hermione asked, her voice betraying her uncertainty. "Harry said I might be learning from Snape."

"Professor Snape is indeed very skilled with Occlumency," Dumbledore told Hermione as they left his study. "However, you are the brightest witch of your age; I would be depriving you of the best education if I didn't provide you with who I believe would be the best possible teacher for you."

Hermione felt her insides twist. Professor Snape was one of the few people in the universe who could make her feel like absolute filth, like she was a complete insufferable know-it-all, like she was not worthy of sharing the same oxygen as him. But Snape wasn't the only one who could do that. Who else could teach her Occlumency?

Dumbledore led her to Professor Snape's office and stopped just short of the door. "I trust you can take it from here, Miss Granger?"

"Yes, thank you Headmaster." Hermione gave him a counterfeit smile that took extreme effort from some place deep within her chest. He nodded and left her.

Draco had been sitting at Snape's desk for a few minutes before he heard the doorknob turn. Earlier Dumbledore had told Draco that he wanted him to teach a student how to use Occlumency. The Headmaster made it clear that Snape's room was a safe place to do so, and that he must not tell anyone. At first Draco hated the idea of it; why would he want to take hours out of his time to instruct some obnoxious Ravenclaw or a cheery Hufflepuff how to master the ability to close one's emotions, a hard skill to learn on the first several attempts? Or still worse, a proud and stubborn Gryffindor. But there was no doubt he was great at Occlumency. In order to teach someone the defense Draco would have to use Legilimency on them, which allowed him to penetrate the layers of the mind and uncover information otherwise unobtainable. There was something about invading someone's mind that left him torn. A part of him felt so powerful, so strong, and so superior to be able to dive into a person's thoughts as they remained helpless. It made Draco feel more like him, and that was horrifying. But a part of him writhed with the thought of someone navigating through his own mind and discovering memories and details and truths that he had thrust into the dark depths of his brain to avoid them ever surfacing again. There were shadowy moments of his past Draco knew he wouldn't ever recall purposefully unless forced to by Legilimency. And that was exactly the reason why he mastered Occlumency — no one would be able to parade through the layers of his mind without immeasurable resistance.

He lifted his head at the sound of the doorknob turning. Dumbledore had warned him teaching Occlumency would be difficult, but Draco was confident it wouldn't take long. Besides, there were much more important matters he had to attend to.

Hermione opened the door and walked inside Snape's office, but she did not see the potions professor at his desk. Rather, it was Malfoy. His pale face slacked for a moment, his mouth opening slightly. Then it clamped shut, his jaw creating a strong, hard line.

"Granger? You're here to learn Occlumency? How is it possible you don't know it already?" Draco sneered, his grey eyes turning into slits glittering with triumph. Hermione clenched and unclenched her fist.

"Please tell me you're just here to act like an obnoxious prat until Professor Snape shows up?" She spat at the Slytherin. "Not exactly…" Draco leaned back in his chair, lifting two legs off the floor. "Dumbledore told me to teach you, not Snape." He could practically feel pride coursing through his veins. The moment was finally here when he could prove he was smarter than the Gryffindor glory, Hermione Granger. It disgusted him that everyone was so flabbergasted by her brilliance; he was just as good as her with potions. And now he knew he had mastered an impressive amount of magic she hadn't. The only fault with this achievement was the fact that their lessons were to remain a secret.

Hermione dragged herself to a chair opposite of Draco and lowered herself into it, her hands gripping the armrests. Malfoy was the very worst person to teach her Occlumency, the last choice she would make if she could elect her own tutor. It was such a rare and difficult skill that Hermione couldn't believe he knew it. Out of all the accomplished witches and wizards at Hogwarts Malfoy was to be the one invading her mind, the one to see everything she had ever thought.

"Professor Snape taught you Occlumency?" Hermione asked him, her eyebrows raised. "I bet you were the perfect pupil — you don't have emotion, do you? Someone like you couldn't. With what your family has done and supported gives no evidence that you even feel. You're a natural at Occlumency because you've emptied yourself of compassion."

Draco moved so quickly that Hermione thought absurdly of a snitch as she saw the flash of his light hair advance on her. He was suddenly leaning over her, his lips near her ear, his face out of sight. One of his hands was on the back of the chair behind her head, and the other hand near her left wrist. Draco's fingers were so close to her skin that Hermione felt a slight touch and cringed.

"No, Professor Snape did not teach me. You don't know the first thing about me, Granger." His voice made Hermione's stomach curl. "Don't you dare let my family's name enter your mouth, filthy little mudblood." Draco pulled back from Hermione and found her eyes wide and fuming.

"How dare you call me that," she whispered, her voice low and thick with emotion.

"This is the perfect time for me to tell you the most important thing about Occlumency. Emotion is the biggest weakness against it; your feelings are holes in the defense against Legilimency." Draco leaned against the desk and crossed his arms over his chest. "If I were to try and penetrate your mind right now I would uncover secrets about you that you never wanted to me know."

"Then try!" Hermione cried angrily. "Tell me how to defend myself and try your hardest."

Draco lifted a brow. "To fight against Legilimency you must put up a wall against me. Clear your mind of all emotion and feeling. You should close your eyes."

Hermione glared at him once more before complying.

"Good to know you can accept a simple task. Now, empty your mind. Forget everything you've gone through today, and yesterday, and your whole life. Let your mind be totally blank of it. Now imagine a barrier between us, something that would protect you from me. Open your eyes." He spoke slowly and calmly.

Dazedly Hermione opened her eyes and looked at Draco.

"On three I will try to search your mind and find your secrets. Get out your wand, you have to try and disarm or stun to stop me. One… two… three… Legilimens!"

Flashes of lights took over Hermione's mind. She could no longer feel the chair she knew she was sitting in. Hermione was falling, images of her past flying past her. She was hugging her parents before getting on the Hogwarts Express… She was screaming for her life, trapped in the lavatory with a troll… She was accepting a time turner from Professor McGonagall… She had Malfoy cornered outside with her wand pressed against him… She was in the library with Krumm and his lips were moving closer to hers… She was casting a Patronus in Dumbledore's Army alongside Ron and Ginny… She was in France on Holiday with her parents… Hermione though she heard herself scream.

A flash of red light and a pain to her hand brought Hermione back to the present, in the small office with Draco. She opened her eyes and looked at her hand — her nails had dug so deep into her palm that little half-crescent moon shaped punctures in her palm were red with blood. The air left her lungs as Hermione watched one small drop run slowly down a line in her palm, slip between two fingers, and fall to the floor.

"Bloody Hell," Draco moaned. He pushed himself off the floor, where he had ducked when Hermione sent a stunning spell at him. "I think you're probably a lot better than Potter. A few memories into it you began to claw yourself to death, then you screamed and you tried to stun me."

"Did- did you see everything I saw?" Hermione asked shakily, wiping her palm on her jeans.

"Was Krumm the unlucky bloke to receive your first kiss?" Draco leered, tilting his head slightly.

"That's none of your business!" Hermione jumped out of her chair, her wand at the bridge of Draco's nose.

"You need to be able to resort to your mind to stop me, not your wand," Draco said cooly, without flinching. "And don't scream like a maniac next time either."

Hermione pulled back, her face flushed, and returned to the chair. She stuffed her wand beneath her robes and said, "I want to try again."

"One… two… three…" Draco said quietly, this time casting a non-verbal spell.

Hermione was camping in the forest of Dean with her parents… She was staring into Malfoy's face as he called her mudblood for the first time… She was looking into a mirror and seeing a cat's face… She was rescuing Sirius… She was shouting at Hagrid to take Draco to the Hospital Wing… She was beginning her campaign for S.P.E.W… She was peering into a cauldron of Amortentia in Slughorn's class… She was watching Ron kiss Lavender in the Gryffindor Common Room …

"STOP!" Hermione screamed, falling out of her chair and onto her knees. The image of Ron and Lavender danced in front of her eyes, slowly fading from her vision.

"Granger you are too weak! Hold back your emotions! Clear your mind of all feeling and thought, free yourself of your senses. All you have to do is put up a goddamn wall against me!" Draco shouted. He lowered his hand to where Hermione was slouched on the floor. She lifted her head and put her hand in his, rising to her feet.

Hermione was face to face with Draco for the first time. She searched his face for emotion. His cheeks were pulled tight against his elitist bone structure, his lips were a straight line, his jaw was firm. But there was something in his eyes holding less coldness.

Draco looked at Hermione as she stood; her curly hair and pale skin, pink and tear-stained after he uncovered her most sensitive memory. His eyes met hers for a second and he saw the brown irises flood with tears.

"You just need to try harder," Draco said tolerantly. "Stop letting me get to you."

"Dumbledore was right by choosing you," Hermione said slowly. "He did so because you can break me down without even using Legilimency." She let the words hang in the air and sat back down in the chair.

Draco didn't even speak this time. He saw a smaller Hermione pouring over her first copy of Hogwarts: A History… She was under the Sorting Hat, listening to an omniscient voice debating whether she would be more successful in Ravenclaw or Gryffindor… She was facing her Boggart in Defense against the Dark Arts — Professor McGonagall telling her she had failed everything… She was at the Yule Ball, dancing with Krumm… She then sat down with Harry and Ron after a dance but they were acting coldly to her… Ron was fighting with her at the steps, and she had wanted him to ask her to the Ball, she had wanted to go with him the whole time…

As Hermione saw herself fighting with Ron and Harry she noticed something wrong with her memory. For some reason Draco was there now, his eyes focused on her and muttering an incantation. The images from her fourth year began to fade and suddenly all she had to do was open her eyes. Hermione pulled herself out of the consuming emotion and overwhelming thought. It was like she was trapped underwater and some horrible creature was clawing at her ankles so she couldn't reach the surface. Hermione fought harder and raised her wand. She built a wall in her mind, one strong enough to keep out Malfoy, one strong enough to hold in all her emotion.

"PROTEGO!"

Her eyes opened in time to see Draco fly away from her, falling backwards into the desk behind him and crashing against a bookshelf. Hermione then felt a strange sensation in the pit of her stomach as images began to flash in her mind that she did not recognize.

A small blonde toddler was holding the hand of a beautiful woman, the pair strolling on the grounds of some fantastic mansion… The young boy was romping around a bedroom in a pair of polished leather shoes too large for his feet before a door slammed open… He was talking to Crabbe and Goyle in the Slytherin Common Room, curious why they were acting so strangely… He was watching a girl in pretty lavender robes pass him at the Yule Ball… He was appointed Head Boy… He was staring at Hermione through dust and rubble after the Inquisitorial Squad uncovered the D.A.'s hiding spot… He was sitting at a long table in a dark room with a hooded figure at the head… He was crying.

Hermione didn't hear Draco cast the spell, but she felt a strong force hit her square in the chest that sent her out of the chair and onto the floor with an audible smack. She opened her eyes and struggled to her feet, looking up into Draco's face. He had become even paler than before, shaking behind the desk, his eyes closed.

"That. Was. Private," he stammered through clenched teeth, glaring at Hermione.

She didn't say anything, walking to the desk to approach Draco. Something inside of her wanted more. The quick snapshots of Draco's past weren't enough; no, Draco had taken advantage of her and now it was her turn. He saw her at the most vulnerable and she needed revenge. Hermione quickly reached for her wand.

Draco had preformed Occlumency countless times during his training with Bellatrix — but why was he failing at this moment? Hermione had attacked him with such force that he felt weakened to the center of his being. He knew the amount of energy needed to repel her and couldn't gather an ounce of it. His brain was sluggish and clogged with flashes of his past coming to light for Hermione to see. With the greatest effort Draco could muster, he finally closed his mind.

She was out of breath. Hermione clung to the desk, her chest heaving. Her very first attempts at Legilimency had been successful — and accidental.

"You took your petty revenge, are you happy now?" Draco forced the words from his mouth, exhausted. He was surprised to see tears sliding down her cheeks. He knew the exact memory she had accessed.

"I'm- I'm not happy," Hermione shook her head. "Draco… I'm sorry." Fragments of the moment she had witnessed still flickered in her eyes. Draco had a mission.

"You're … you're sorry?" He repeated. "God, doesn't it make you feel horrible?" Hermione half-shouted hysterically. "All that you have closed off to the world was just suddenly so accessible! I don't want that power. All I need to do is be able to block Legilimency, not harness it." She sank into the chair again.

Draco walked around the desk to face Hermione. Her face was buried in her hands and her shoulders were shaking. "Granger… c'mon Hermione, stop that," he said softly.

She lifted her head and looked at him. Draco saw something in her eyes and unexpectedly felt that he owed her something. He had penetrated Hermione's mind, revealing to him the emotional scars she never wanted anyone to see.

"You have to do it, don't you?" Hermione whispered, looking at him.

Draco turned away.

"I have no choice." His reply was barely audible after a few moments of charged silence.

Draco faced her again. Hermione caught his gaze for a second but couldn't hold it. Draco was someone different to her now. He was no longer the spoiled Slytherin prince. She had accessed his memories and now knew of his lonely childhood, his troubled adolescence, and of his devastating mission from Voldemort. This was a new person before her. But he wasn't really — there was still the pair of steel-grey eyes looking at her with too much intensity, the same gold hair that glinted in the dim light, the same low, controlled voice she had heard him tease her with for years.

What had changed was her understanding of him. What had changed was that she had taken a chance to understand him.

"I- I think you should go."

Draco looked at Hermione as she spoke and wiped her eyes with the back of her hand. Her voice and her hands were shaking.

"Kiss me, just once, then I'll let you go."

Hermione picked her head up sharply. Was what she just heard really uttered from Draco's lips, or had she imagined it? Her mind was so exhausted she might have. But Malfoy was staring at her, his lips parted, his request dangling in the cold dungeon air. Hermione was swiftly aware of her pulse everywhere: her chest and hands and heart and even her lips, so perceptive to the touch that every breath was excruciating. She looked up into Draco's face and let her mind ferociously list all the reasons why she shouldn't, but Hermione closed her mind and leaned forward, catching his cold lips on hers.

His mouth was unexpectedly soft and experienced, caressing hers with seductive skill. Draco first kissed her with gentleness, testing the waters as he grew obsessed with the feeling of Hermione's trembling lips against his. He was fixated on the innocence that was pouring from her mouth with every touch between them. Hermione felt Draco's hand on her cheek softly, sending a fire-spun shiver down her spine. She responded eagerly, placing her hands delicately on his face, tracing the line of his jaw, letting her traitorous fingers tangle in his fine blond hair. Draco ended the kiss with a gentle nudge to her lips, and then softly drifted his mouth over Hermione's warm spice-colored eyes, a touch to both of her rosy cheeks, a glide over her nose. She inhaled the chilly air sharply and relished the spark of sensation in her lungs. Hermione waited for her breathing to return to an even pace before looking Draco in the eyes. She expected him to look smug or arrogant, a taunting glint in his eyes.

But instead Malfoy had a brooding unrest in his gaze on her. His eyebrows knitted together and his eyes searched hers. "Do you want me to apologize?" Draco asked Hermione.

She shook her head feverishly, sending her curly brown locks flying. "Not if you don't mean it."

His answer came in a series of kisses, a sentence of unbroken kisses, of passionate syllables that spelled no regret or prejudice.