All characters belong to the brilliant JKR. I own nothing, except for a terrible desire to see my favorite DADA teacher find a friend in a very special feline. Appreciate your reviews.

Chapter One

Professor McGonagall was truly an inspiration, especially when she turned into a tabby cat right in front of their very eyes on the first day of class.

That was when Hermione initially got the idea that she, too, wanted to become an animagus. After a couple years of pouring behind books in the library and practicing behind closed curtains of her four-poster, Hermione finally grasped the subtle details of the magic. And to her greatest delight, she found her animagus form a welcoming companion for her recently acquired pet, Crookshanks.

Hermione was well aware of the requirements for animagi to register with the Ministry. However, being a third-year Hogwarts student, she was definitely not interested in the unnecessary attention from her peers and her professors. She had decided that her secret would just have to be kept within the castle walls. She was certain that a slight delay in her registration with the Ministry would not create any hard feelings with anyone, as long as nobody knew.

Naturally, she had considered telling her two best friends. Knowing their habits of roaming the castle at night however, she quickly decided that the invisibility cloak was plenty of trouble already. Telling them her secret would certainly intrigue them to follow suit. And who would know what kind of large animals they might transform into! With her alone, a little tabby cat, she was definitely certain that she would not be able to restrain the two of them should they got themselves into a tight spot.

So there she was, our clever Hermione, trotting down the deserted halls after curfew, accompanied only by the loyal Crookshanks, quietly exploring the hidden corridors and enchanted corners of the castle.

A small hole in the wall was especially intriguing to the orange tabby tonight. A faint scent of herb coming through the hole reminded her dearly of her mother's favorite afternoon tea. She curiously measured the hole with her whiskers, and quickly stuck her head into the passage way. She was interrupted suddenly by a low growl from Crookshanks. When she pulled her head out and looked up, she saw Filch glaring at the two cats in front of him, with a lamp in one hand, and an expression of the greatest satisfaction in his face.

"Ah ha! Got ya! You mischievous felines. I've been telling the students too many times that pets are not allowed outside the dormitory. It's time to teach them a lesson…."

Without finishing his words Filch reached down roughly for the cats. The large ginger cat hissed fiercely while the small tabby looked around for cover. The hole in the wall seemed to be her best escape route. Without the slightest hesitation, the tabby cat ran into the hole and vanished behind the walls. Sensing his companion now safely hidden, Crookshanks leaped towards Filch and briefly used his head as a stepping stone, before disappearing into the darkness of the corridor.

Filch swore loudly before raising his lamp, trying to find the smaller cat. Mrs. Norris was now joining his search, meowing and hissing excitedly at the hole in the wall.

The last thing Hermione wanted was to get into a cat fight with Mrs. Norris, and then having her secret revealed by Filch. She would hate to guess how many detentions that would garner her. With no other choices, she began to move further down the little passage way in the wall. Not knowing where it would lead her, she could only hope that when she turned around, she would not see the glaring yellow eyes of Mrs. Norris.

As she ventured further down the small tunnel, the comforting scent of herb became a bit more prominent. Her fear for her pursuer was quickly replaced by the delight to see the light at the end of her journey. When she finally climbed out of the wall, she was greeted by a comforting sight. Professor Lupin, the newly appointed Defense Against the Dark Arts teacher, was reading by the fireplace, with a cup of tea in his hand.

From the corner of Lupin's eye he spotted a ball of bright orange fur. Looking up, he was surprised by the intruder in his private quarter. The tabby cat was sitting timidly by a small hole in the wall, eyeing him carefully.

"Hi there," he smiled gently, "where did you come from? Are you lost?"

The cat stared at Lupin without moving a muscle. He chuckled and began to walk towards her. They were both startled when Filch's loud swear echoed in the hall way outside the room. The cat wasted no time and dashed behind a nearby chair. Lupin let out a sigh and shook his head.

"Is that who you are hiding from?" He said sympathetically, "Don't worry about him. I don't mind if you want to stay here for a while."

She watched as he returned to his seat and went back to his reading. Her curiosity grew. She had been very impressed by this new teacher ever since she saw him on the train. He had been kind and easy-going in the past couple weeks in front of his students. But a part of him was still very mysterious and she just couldn't put her paw on it...

She smiled (if you could see it behind the whiskers) when she realized she was thinking like a cat. It was a fantastic feeling when she was in her animagus form. She didn't need to worry about what others would think of her. After all, she was no longer Hermione, but merely a cat with bushy orange hair.

Lupin watched curiously as the tabby walked towards him, with her tail held high. She came to a halt just about a foot away from him. Sitting down with her paws properly in front of her and her tail politely curled around her body (good manners are important in front of your teachers), she looked at him from the corner of her eye, as if evaluating the reliability associated with the human.

Lupin couldn't help but putting down his book and turning his attention to the furry little creature. "Who do you belong to, little one? I don't think any of the professors own a cat. Do you belong to a student? I guess I will probably find out soon."

Hermione found a peculiar calming effect in his voice. She walked closer to him and began to rub against his ankles.

"Are you a friendly one!" He reached down to pet her gently. "Too bad I don't know your name. I'm Remus and I'm new here." He smiled, "well not 'new' new, but new as a teacher."

For some reason Hermione's heart skipped a beat when she heard him introduced himself by his first name. She meowed affectionately as a response. Wait, did she just meow affectionately? If a cat was capable of feeling embarrassed, she did.

She was awarded by a little dish of milk that he conjured out of thin air with his wand. She appreciated the delicious treat and relaxed quite a bit as he walked towards his desk.

"I never knew it would be so much fun being a teacher." He began talking to her, as if she was just another friend sitting in the room. "I have some wonderful students. Take this girl," he picked up a piece of parchment and smiled, "I can't believe a third-year student can be so articulate in their writing."

The tabby cat looked up immediately upon hearing the "third-year" in his sentence. Was he commenting on one of her classmates?

"Let's see... yes, Hermione Granger." He looked at the top of the parchment and nodded to himself, "she is certainly the brightest one in her class."

Feeling her furry cheeks heating up, she went right back to her milk. She was delighted to hear his complements. Oh my, here was a new definition for "teacher's pet"!

After the milk, the rug in front of the fireplace became increasingly tempting. Soon Hermione found herself curling up in a ball enjoying the warmth from the fire. She would just stay a little longer, she thought to herself. Filch was probably still down the hall and she would just wait until he's gone...

Hermione was awaken by a little scratch behind her ears... Wait, scratch behind her ears?

Slowly opening up her eyes she saw her own furry paws. Oh no! Did she forget to leave last night?

Looking up, she saw Professor Lupin smiling at her. He was just getting dressed for the day, with his unbuttoned shirt draping down his shoulders.

"Good morning little one! I thought you would have left in the middle of the night. Good to see you again!" He greeted her cheerfully.

Hermione was blushing furiously behind her whiskers. She never expected to see her professor looking so... handsome!

While he turned around to fetch his jacket, she ran towards the hole in the wall and soon disappeared into the sun-lit corridors.

Later that day in his class, Professor Lupin couldn't quite figure out why one of his students kept burying her face behind a book, as if trying to avoid eye contact with him. By the time he handed out last week's homework, he realized that was indeed the impressive Hermione Granger. And was it his imagination, or was she really blushing when she took the parchment from his hand?

What do you think my friends? Should I continue? Review please? =)