"No!" Harry shouted.

"Harry--" Remus began, but trailed off as Harry shakily lifted his hand and turned away. The boy took several deep breaths, his struggle for control of himself visible in the tense set of his shoulders, before he spoke again.

"Look, Remus, I know you're trying to help me. I understand I have to learn Occlumency. I even understand it wasn't Snape's fault Sirius... I mean, I know it was my fault."

"No, Harry, it--"

"Remus. Please. It's not like I haven't heard it all already. It was Sirius's decision to go, it was Bellatrix Lestrange who stupefied him, it was an accident he fell through the veil, Dumbledore should have told me about the prophecy earlier, it's not my fault. I've heard all that 'til I'm sick of it. I even know it's true. But you know what else is true? If I'd been able to do Occlumency, Voldemort would never have been able to trick me and Sirius would never have gone to the Ministry after me. He'd still be alive. I should have tried harder... But you don't know what it was like, Remus! You try having Snape rummaging through your mind every week, digging up everything you wish had never-- I just can't do it again. It didn't help before, and I don't trust him. Why can't everyone just stay away from me and I'll learn from Professor Dumbledore when I get back to Hogwarts in the fall?"

Seeing the betraying brightness in Harry's eyes, Remus hesitated, but his concern impelled him to speak. "We don't know what Voldemort might try to do you in the meantime, Harry. You would only have to see Professor Snape once a week, we could even arrange--"

He was interrupted by Harry's shout. "You don't know what it's like!" He closed his eyes against the desperate pain in Harry's voice. Then he sat down on the edge of Harry's bed, while Harry stared rigidly out the small window of the Dursley's second upstairs bedroom. After a few minutes, he said, "You're right, Harry. I don't know what it's like. But if I ask Professor Snape for a lesson, I will know, won't I?"

Harry turned and looked at him.

"And if once I know, I ask you the same question again, Harry, will you at least consider giving it another try with Snape?"

Shocked, Harry nodded.

---------------------------------------------------------------------------------------

Remus paused in front of a heavy oak door, savoring the chill of the dungeon corridor. The cool air was welcome after his walk from Hogsmeade in the heat of the early summer sun. "Stop procrastinating," he told himself firmly. Trying to banish a vague feeling of nervous unease, he raised his hand and knocked firmly on the door.

"Enter," came the terse command. He pushed the door open and saw Snape sitting behind his desk. He had been resting his head on one hand as he read the top sheet of a sheaf of parchment, but on seeing Remus he straightened in his chair. "Lupin." he said flatly. "To what do I owe the...unexpected pleasure of your company?" Remus heard the unspoken addendum, "And what do I have to do to get rid of you?"

"Hello, Severus." He had decided a direct approach was best. "I was hoping you would give me an Occlumency lesson."

He at least had the satisfaction of seeing Snape's eyebrow lift in surprise, before he leaned back in his chair. "Why, Lupin?"

Remus hesitated. He had anticipated the question, but was still unsure what answer was likely to convince the other man to agree to his request. Before he came to a decision, Snape rendered his answer unnecessary. The dark haired man's expression hardened as he spit, "Potter."

Remus decided this would be a good point at which to close the door to Snape's office. He thought quickly before speaking. "Yes, actually. You must know that Harry didn't exactly...enjoy his lessons with you last year." Snape snorted. "I thought he would be more willing to discuss the possibility of resuming the lessons if he knew someone understood what it cost him."

"Let me get this straight, Lupin. You expect me to spend the afternoon giving you, the supposed defense specialist, a lesson in mental defense? And my - reward - for spending my precious free time giving you this lesson is to be the opportunity to waste even more time trying to drill subtlety into the head of the Boy Who Lived?"

"Well, when you put it that way, Severus--yes." He decided it would only antagonize Snape if he were to dangle such obvious bait as "Of course, if I find your lessons are as terrible as Harry claims, I won't be able to convince him and you won't have to spend any more of your time teaching him," and instead, smiled pleasantly as he silently met Snape's wary gaze. After a moment, Snape shrugged and sighed very slightly.

"All right, Lupin. You want me to attack you with Legilimency--"

"No, I want you to give me an Occlumency lesson," Remus interjected mildly.

"As you say." Snape's answering smile was thin and unsettling. "Are you familiar with the saying, Lupin, be careful what you ask for?" Snape's dark eyes bored into his across the desk. "Someone as experienced in defense as you should not need your wand for this. You'll find the necessary concentration similar to that required to resist the Imperius. Clear your mind. Let go of all emotion."

Remus startled as Snape leveled his wand at him. He hadn't seen him draw it.

"Legilimens."

He saw Harry, staring at him after he proposed this lesson with Snape....Harry on the platform at King's Cross, watching with startled glee as Moody intimidated the boy's appalling Muggle uncle....Moody, bleeding on the floor....Sirius and Dolohov, dueling in the Department of Mysteries....Tonks, falling limply from seat to seat as Bellatrix turned away....Harry, trying to drag Neville up the steps....Sirius, laughing at Bellatrix...."

"No!" Remus shouted. He stared at Snape, his breath coming fast and uneven.

"What, Lupin? Not what you expected?" Snape said in a level voice. "Acceptable, for a first attempt. Try again. Clear your mind." He paused, then added, "Of course, it would be helpful if you didn't remember how angry you were two years ago when all of Hogwarts learned about your...unfortunate condition."

Startled fury washed over Remus as he remembered just who had told the students he was a werewolf, forcing his resignation. He was still trying to force down the surge of rage when he heard Snape's voice whisper "Legilimens."

He saw Hermione screaming "...he's a werewolf!"....Fear on Harry, Hermione, and Ron's faces as Sirius whispered "Run. Run. Now!"....Sorrow and disappointment in Dumbledore's eyes as he accepted Remus's resignation from Hogwarts....A blur of faces - some frightened, some repulsed, a few sympathetic - refusing him work....The sneer on Lucius Malfoy's face as he dropped a Galleon at Remus's feet, and Lucius's mocking laughter as he slowly bent and picked it up, the knowledge that it meant a hot meal at last winning the bitter battle with his pride....Lucius again, gray eyes cold as he fought Remus in the Department of Mysteries....Harry, struggling in his arms, shrieking "Get him, save him, he's only just gone through!" as he fought Remus's hold....

His wand was in his hand, although he had no memory of drawing it. Or of using it, but judging from the sparks still snapping around Snape's robes, use it he had. He put it away, slowly. Shaken, he looked at Snape.

"If you attacked Harry with so little preparation, if you hurt him like this, I can see why he--"

Snape flinched. "Hurt?" he hissed furiously. "Lupin, you fool, that was nothing but basic thought sensing. If I had wanted to hurt Potter-- If I had wanted to hurt you--" he broke off and whirled away.

Remus stood silently for a moment, trying to decide what to say, before Snape swung back to face him again. Snape's knuckles whitened as his fingers clenched on his wand. Remus backed a step toward the door, not trusting the odd glitter in the other man's dark eyes. "I'll just..."

"Legilimens! Dirigerimens!"

Remus gasped and staggered backward into the wall as the full pain of the Change hit him without warning. His knees buckled as he sagged against the stones, barely aware of the strong, slender hands now holding him upright.

The tearing pain vanished as abruptly as it had begun. He glanced down his body, assuring himself that he was still human, that the wolf hadn't somehow emerged in daytime, in the wrong phase of the moon. His fists clenched, and he fought the urge to slam Snape across the room.

"Severus. Stop." he said hoarsely.

"But Lupin, I've hardly begun," Snape whispered in his ear in a voice like poison smoke. "That was only memory, and pain. Aren't you curious to see what else your mind is capable of producing? Dirigerimens!"

Remus gasped again, as Snape's lips descended on his in a hard kiss. His entire body melted with pleasure as Snape's tongue explored his mouth, as the long, elegant fingers tangled in his tawny hair forced his head back to expose his vulnerable throat.

He moaned as Snape moved closer, forcing their bodies together. His hips thrust helplessly into the other man's.

Suddenly, he was standing alone against the wall, painfully aware of the erection throbbing under his robes. Snape eyed him from behind his desk.

"The lesson is over, Lupin," he said harshly. "I trust you can see yourself out."

The back door of his office closed firmly behind him as he swept into his private workroom, leaving Remus slumped, stunned, against the wall.

Somehow, he collected himself enough to stagger back out into the corridor. Only one thought emerged from the swirling confusion in his mind:

What would he tell Harry?