Harry's stomach swirled with anticipation and apprehension, as he stomped his foot down with a clang on the metal stair of the Hogwarts’ Express. He almost jumped out of his skin, when the shrill sound of the train's whistle tooted, and the shiny smokestack, puffed clouds of smoke. Harry took one last look back at Mr. And Mrs. Weasley standing on the platform, waving; Mrs. Weasley dabbed at her cheeks and eyes that were moist with tears, with her white, lacy handkerchief, and waved with her other hand. Mr. Weasley's eyes were crinkled with worry, as he waved absent-mindedly at his children boarding the train.

Snape on the other hand, looked like he was enjoying himself, Harry chuckled to himself, as he stalked from one end of the platform, to the other, robes billowing and rising as he barked at students to get a move on and docked points, with malicious glee.

“So, where'd you want to sit?” Harry asked, biting on his lower lip. Every seat seemed to be occupied with excited students of all ages, leaning out the open windows to wave a final goodbye to their families.

“There's place in this one,” Hermione said as she yanked on the handle to the door, pulling it back to reveal a pale-faced, dark-haired man, eyes closed, with his head leaning against the window-pane.

Harry and Ron exchanged looks, and stood hesitatingly on the threshold of the compartment.

Hermione placed herself in between the two friends, and looped an arm around each of their shoulders. "Come," she prodded them.

"Do you think that he's really asleep?" Ron asked, eyeing the rather battered-looking man worriedly. His robes were worn-looking, and tattered, and although he was quite young, his hair was flecked with grey and his peaceful face was marred with scars and a gash under his right eye.

"Dunno," Harry answered uncertainly, "but, I wonder who he is."

"His name is Professor R.J. Lupin," Hermione pointed out smugly.

"And just how do you know that?" Ron asked, annoyance lacing his tone.

Hermione pursed her lips and pointed to the battered suitcase sitting on the rack above their heads, inscribed with the name, Professor R.J. Lupin.

Ron rolled his eyes.

"Wonder what he teaches," Ron muttered thoughtfully, as he plunked himself down beside the slumbering man.

"Well, it's obvious, isn't it?" Hermione said haughtily. "I mean...it's got to be Defence Against the Dark Arts. It's the only vacant position."

Ron's face flushed; his freckles blended into his face, as even his ears turned red. "Showoff," he mumbled under his breath.

"Well, I really hope that he's a lot better than our last two Professors," Harry said sincerely.

Ron scowled. "Can't be any worse, can he?"

The corner of Harry's mouth lifted. "No, I suppose not. I mean...one tried to kill me, and the other tried to Obliviate me. He's not got very large footsteps to follow, now does he?" Harry said dryly.

Hermione sighed. "No, I suppose not."

"I wonder what this year is going to be like," Harry pondered thoughtfully.

Ron leant forward in his seat. "Well mate, apart from the fact that you have a deranged murderer after you, I think that it's going to be a great year."

"Gee thanks Ron. I was kind of hoping to put it out of my mind. And just why then, do you say it's going to be such a great year?

Ron grinned. "Cause we get to go on Hogsmeade visits this year...that's why."

Harry's face crumpled. "Yeah," he sighed, and looked out the window. Mrs. Weasley was leaning towards an open window in the next compartment, where Ginny had her head sticking out. She was fussing over her, and telling her to be careful.

Harry could hear Mrs. Weasley's shrill voice above the chattering of witches and wizards on the platform. "Now Ginny, remember...you must not go running off on your own, with Sirius Black on the loose."

Mr. Weasley happened to look up at that moment and caught Harry's eye. Harry felt a shiver prickle the back of his neck. Even Snape was standing there, arms folded against his chest; a warning look crossed over his stern face.

Yeah, this is really going to be the best year ever, Harry thought mournfully. Being stuck in the Castle, fearful for his life; a deranged murderer out for his blood...yeah, sounded like a blast.

"Do you know much about Hogsmeade?" asked Hermione keenly. "I heard that it's the only non-Muggle settlement in Britain."

"Yeah, I think that it is, but that's not why I want to go there. I can't wait to see inside of Honeydukes." Ron said, his face lighting up animatedly.

"What's that?" asked Hermione.

Ron grinned. It wasn't often that he could tell Hermione about something. Being a Muggle-born, all of her knowledge about the Wizarding world came from the books that she read; thirstily soaking up any bit of knowledge that she could. For once though, Ron could lecture her about something.

"It's a sweetshop," Ron said, a dreamy look coming over his freckled face, "where they've got everything...Pepper Imps--they make you smoke at the mouth--and great fat Chocoballs full of strawberry mousse and clotted cream, and really excellent sugar quills which you can suck in class and just look like you're thinking what to write next-"

"But Hogsmeade is a very interesting place isn't it," Hermione pressed on eagerly. "In Sites of Historical Sorcery, it says the inn was the headquarters for the 1612 goblin rebellion, and the Shrieking Shack is supposed to be the most haunted place in Britain-"

"-and massive sherbet balls that make you levitate a few inches off the ground while you're sucking them," said Ron, who was quite plainly not listening to a word that Hermione was saying.

Hermione looked at Harry.

"Won't it be nice to get out of school for awhile and explore Hogsmeade?"

"I suspect it would," Harry said heavily, "you'll have to tell me all about it."

Ron narrowed his eyes in confusion. "What do you mean?"

"I mean that the Dursleys didn't sign my permission slip before I ran away, and I wasn't about to ask Snape to do it," Harry elaborated.

Ron looked horrified. "You're not allowed to come? But -- no way -- maybe McGonagall will sign it for you. After all, she is your Head of House. Or maybe even Dumbledore?"

Harry looked at Ron disbelievingly. McGonagall could be every bit as strict as Snape was, and he doubted Dumbledore would sign it either, if he believed that Harry was in danger.

"--Or we can ask Fred and George, they know every secret passage out of the Castle--"

"Ron!" Hermione admonished. "I don't think that Harry should be sneaking off to Hogsmeade, or anywhere else, with Black on the loose."

"Yeah, I expect that's what Snape or McGonagall would say too," Harry said bitterly.

"But if we're with him," Ron argued, "Black wouldn't dare-"

"Oh Ron, don't talk rubbish," Hermione snapped at him. "Do you honestly think that Black is going to stay away from Harry, simply because we're there? Black's already attacked a bunch of people in the middle of a crowded street."

Hermione was fumbling with the straps on the straw basket sitting on her lap, which held a very agitated Crookshanks.

"Don't let that thing out," shrieked Ron, but it was too late, Crookshanks leapt lightly from the basket, stretched, yawned, and sprang onto Ron's lap; the lump in Ron's pocket trembled, and Ron shoved Crookshanks off his knees angrily.

"Get off," Ron screeched.

"Don't Ron," Hermione said angrily.

Suddenly, a faint, sort of tinny whistling sound went off, and they all looked around the compartment to see where it was coming from.

"It's coming from your trunk Harry," Ron said pointing up at the luggage rack. He stood on his tiptoes and opened the lid, pulling out the Pocket Sneakoscope from beneath the folds of Harry's robes. It was spinning very fast in the palm of Ron's hand and glowing brilliantly.

"Yeah, but it's a really cheap one. Goes off for no reason really."

"And are you doing anything that could be construed as suspicious when it goes off?” Hermione said shrewdly.

Ron chewed his lip nervously. "Well...it did go off, when Fred, George and I turned all of Percy's underwear pink, and tied his shoelaces together."

Harry chuckled, until Hermione glared at him sternly.

"Stick it back in the trunk," Harry said quickly, as the Sneakoscope whistled piercingly, "or it'll wake him up."

Harry nodded towards the Professor, who began to stir slightly.

Ron stuffed the Sneakoscope into a pair of particularly horrible pair of Uncle Vernon's old socks, which deadened the sound, and closed the lid on the trunk.

"Now put that thing back," Ron said angrily pointing to Crookshanks, who began nudging his nose into Ron's pocket.

Hermione huffed, and leant forward to pick up the fluffy orange ball of fur from Ron's lap. "Come here Crookshanks."

She stroked the furry kneazle, and held him tightly against her, until his eyes closed, and he purred in contentment.

Suddenly, they could hear the crunch of metal against metal, the shrill screech of a whistle, the patting of the guards batons against the train doors; assuring that all passengers were securely boarded and all doors were safely locked in place.

The train lurched forward, making the bottle perched on the edge of the window sill, next to the sleeping professor, slosh back and forth, yet amazingly the bottle remained intact. They held their breath as the professor mumbled incoherently when he was jostled in his seat with the motion of the train, but then he settled back into a deep sleep.

The Hogwarts Express moved steadily north, and the scenery became darker and wilder while the clouds overhead thickened. People were chasing back and forth in front of their compartment door. Hermione had loosened her hold on the plump kneazle and he had settled into the seat beside her, eyeing Ron's pocket, with his yellow eyes.

"Do you think that we should wake him?" Ron looked over at the professor, when the plump witch came around at one o'clock with the food trolley. "He looks like he could do with some food," he said awkwardly.

Hermione leant over the professor cautiously. "Uh... Professor?" She shook his shoulder lightly. "Er...excuse me, Professor?"

"Don't worry dear," said the witch, as she handed Harry a large stack of Cauldron Cakes, "If he's hungry when he wakes, I'll be up front with the driver."

"I suppose he is still asleep?" Ron said quietly. "I mean," he said as he shifted nervously, "you don't think that he's died, do you?"

"No, no, he's breathing," said Hermione as she accepted a Cauldron Cake that Harry had offered her.

The three sat quietly, nibbling on their cauldron cakes, as the train moved towards Hogwarts. Eventually, towards mid-afternoon, it started to rain, and rain drizzled down the window panes. Harry stared out at the blurred images of the roiling hills and countryside. Lightening illuminated the now dark sky, and they could hear rumbles of thunder in the distance.

Suddenly, they heard loud footsteps outside the compartment door, and the door slung open to reveal their three least favourite people; Draco Malfoy, flanked by his cronies, Vincent Crabbe, and Gregory Goyle.

"Well, look who it is," Malfoy said in his usual lazy drawl, the corner of his mouth lifting in a sneer. "Potter and the Weasley."

Crabbe and Goyle chuckled.

"I heard that your father finally got his hands on some gold this summer Weasley," mocked Malfoy. "And went to Egypt too. Too bad they didn't wrap you up like a mummy."

Crabbe and Goyle started to snicker.

Ron jumped up quickly, his fists clenched and his face flushed with fury; he knocked Crookshanks' basket to the floor and the professor snorted.

"Who's that?" asked Malfoy, taking an automatic step backwards when he spotted Lupin.

"New teacher," said Harry, who had gotten to his feet also, in case he needed to hold Ron back. "What were you saying Malfoy?

Malfoy narrowed his pale eyes; he wasn't foolish enough to pick a fight right under a teacher's nose.

"C'mon," he muttered resentfully to Crabbe and Goyle, who followed him out the compartment door.

Harry and Ron sat down; Ron's fists still clenched. "I'm not taking any of Malfoy's crap this year. I swear if he makes one more crack about my family, I'm going to take his head and --"

"Ron," Hermione scolded, glancing over at the Professor nervously.

The Professor, however, didn't stir.

He's really a sound sleeper, Harry thought in amazement.

The three sat back in their seats, trying desperately to relax and forget about Malfoy and his guard dogs.

As the train sped onward, the skies darkened even more, and the windows were now a shimmering grey, and the lanterns began to flicker into life all along the corridors and above the luggage rack.

The train rattled, the rain hammered, and the wind roared, but Lupin's eyelids didn't even flutter.

"We must be nearly there," Ron said, looking past the professor, out into the murky black window. As if in answer to his question, the train suddenly slowed down.

Ron's face brightened up. "Great, I'm starving. I can't wait to get to the feast."

Hermione's eyebrows lifted up into her fringe. "That's impossible. We can't be there yet," she said, checking her watch.

Ron looked at her with a puzzled look. "Then why have we stopped?"

The train was getting slower and slower, until suddenly, the noise of the pistons fell away altogether; the noise of the wind and the rain pounding against the windows, sounded louder than ever.

Harry, who was nearest to the door, got up to look into the corridor. All along the carriage, heads were sticking out curiously from the compartments.

The train suddenly came to a complete stop, with a jolt and distant thuds and bangs, told them that the luggage had fallen out of the suddenly, all the lamps went out without warning, plunging them into total darkness.

"What's happening?" Ron's nervous voice sounded from behind Harry.

"Ouch!" Hermione gasped. "Ron! That was my foot!"

"Sorry," he mumbled.

Harry fell back into his seat. "Do you think that we've broken down?"

"Dunno," Ron said, sounding scared.

Harry heard a squeak, and could see only Ron's outline in the inky darkness, wiping his hand across the frosted window pane; he cleaned a patch to peer out into the corridors.

"Something's moving out there. I think that people are coming around," he said in a shaky voice.

No sooner, had he said the words, then they heard the compartment door slide open, and someone fell painfully over Harry's legs.

"Sorry, do you know what's going on? Ouch! Sorry-"

"Hullo Neville," said Harry, grappling in the dark, and snatched up Neville by his cloak.

"Harry," Neville's voice squeaked in the dark compartment. "Is that you? What's happening?"

There was panic; electricity crackling through the air.

"No idea! Sit down-"

There was a loud hiss, and a yelp from Neville, as he tried to sit on Crookshanks.

"I'm going to go ask the driver what's going on," came Hermione's determined voice. Harry felt her pass him, heard the door slide open again and a thud, and two loud squeals of pain.

Harry thought that if the situation weren't so grave and uncertain, it would be quite hilarious.

"Who's that?"

"Who's that?"

"Ginny?"

"Hermione?"

"What are you doing?" Hermione asked.

"Looking for Ron."

"Well...come in and sit down," she offered.

"Not here!" Harry said breathlessly, as Ginny almost toppled on his lap.

"Ouch," said Neville.

"Quiet!" a hoarse voice said suddenly.

Harry could make out Professor Lupin's form and movements from his corner of the seat.

None of them spoke; Harry felt the eeriness surround him like a suffocating blanket.

There was a soft crackling sound, and a shivering light filled the cabin. Professor Lupin appeared to be carrying a handful of flames. They illuminated the tired lines of his haggard face, but his eyes looked bright and alert.

"Stay where you are," he commanded, as he rose slowly to his feet; the dancing flames, peeking out through his clasped fingers.

Before Lupin could reach the door, however, it slid slowly open.

Standing in the doorway, illuminated by the flickering flames in Lupin's hand was a very tall cloaked figure, which towered to the ceiling; its face was completely hidden by its hood.

Harry's eyes moved downwards towards the glistening, decrepit, scaly hand that protruded from the cloak. Harry's stomach clenched. The creature looked like it had crawled out from the grave; it looked like something that had been decayed in water.

As though the creature sensed Harry's gaze, it withdrew its hand back into the folds of its cloak.

And then, suddenly the creature drew a long, rattling breath, and Harry felt shivers dance up his spine. The air became icy, and Harry could see his breath hang in the glacial, bitterly cold air. The chill seeped into his chest, and through his limbs; he felt as though the blood that ran through his veins was ice water.

Harry's eyes rolled up into his head. Blackness enveloped him, and he felt as though he was being strangled. Something was pulling him down, and the blood rushed to his ears.

From far away, Harry heard a terrible heart-wrenching scream that pierced the air; pleading and sobbing, asking for mercy. He wanted to help, he wanted move his arms...his legs, but they felt as though there were weights on them, dragging him down. A thick fog was swirling around him; then blackness filled his vision.

"Harry! Harry! Are you alright?"

He could feel the sting of a slap on his cheeks.

"W-what?" he asked as he struggled to open his eyelids; they felt so very heavy.

There were lanterns above him. He seemed to have slid out of his seat and onto the floor. Ron and Hermione were kneeled before him; concern crinkling their eyes. Hovering over him, Neville and Professor Lupin looked down, worry lacing their expressions. Harry felt as though he would sick up, and as he pushed his glasses up over the bridge of his nose, he felt the cold sweat on his face, make his fingertips moist.

Ron and Hermione grasped Harry underneath his armpits, and heaved him up into the seat.

"Are you okay mate?" Ron asked nervously.

Harry's eyes swept around the bright compartment, and saw Ginny and Neville exchange worried looks; they both looked very pale.

"Yeah," Harry said shakily; his eyes darted to the doorway, but the creature had vanished. "What happened? Where's tha-that thing?" he croaked. Who was that screaming?"

Ron looked horrified. "No one screamed Harry," he insisted nervously.

Harry's eyes crinkled in confusion. "But I heard screaming-"

The sound of a snap crackled the air, and they all looked over to see Professor Lupin break an enormous slab of chocolate into pieces.

"Here," he said to Harry handing him a very large piece. "It'll make you feel better."

Harry took the chocolate, but did not eat it.

"What was that thing?" he asked in a croaky voice.

"A Dementor," explained Lupin, as he broke off more pieces and handed one to everyone. "One of the Dementors of Azkaban."

Everyone stared at him with horrified expressions. He shoved the empty, crumpled-up chocolate wrapper into his robes' pocket.

He looked at Harry, with his warm, brown eyes. "Eat it," he repeated, pointing at the chocolate clasped in Harry's trembling hand. "It helps...it really does."

"Excuse me...I need to speak to the driver," he said, after taking one last glance at Harry as though to assure himself that Harry was really in one piece.

He strolled past Harry and disappeared out the door.

"Are you sure that you're okay Harry?"

Harry shook his head. "I don't understand. What happened?" he asked, swiping at the trickles of sweat rolling down his brow.

"Well that thing--that Dementor--just sort of stood there, and looked around. I mean, I couldn't see his face or anything," Ron said, laughing nervously.

He looked at Harry with wide eyes, and the freckles stood out on his white face. "I thought that you were having a fit or something. I mean--you just sort of went rigid and fell out of your seat and started--twitching."

Hermione put a hand on Harry's arm, when she saw him pale. " -And Professor Lupin just stepped right over you, and walked towards the Dementor, and pulled out his wand," said Hermione--awe in her voice. "And he said, "None of us is hiding Sirius Black under our cloaks. Go. But the Dementor didn't move, so he muttered something, and this shimmering, silver sort of a wispy cloud came out from his wand, and the Dementor just sort of floated away--just like that," she said, snapping her fingers.

"It was horrible," Neville squeaked, and Ginny nodded.

"Yeah, I felt like I'd never be cheerful again," Ron said, shuddering.

"But did any of you faint, or fall off your seats?" Harry asked awkwardly.

They all shook their heads. Harry felt his face heat up.

"No, but Ginny was shaking like mad, " he said quickly, noticing Harry's embarrassment.

They all nodded.

Harry wrapped his arms around himself. He felt weak and shaky and couldn't stop shivering.

He looked up as the door opened, and Lupin returned.

"I didn't poison that chocolate you know," he said, looking pointedly at the still un-eaten chocolate in Harry's hand.

Harry flushed. He nodded, and took a bite of the chocolate, and to his surprise, he felt a sudden rush of warmth spread from the tips of his fingers right down to his toes.

"We'll be at Hogwarts in ten minutes," he said, as they could feel the hum of the engine, and the pull of the train starting up again. "Will you be alright Harry?"

"Yes sir," Harry nodded, lowering his eyes.

No one spoke very much the rest of the journey, and Harry felt ashamed that he was so weak, when no one else seemed to be affected by the Dementors.

ooooooooooooooooooooo

They rode the horseless carriages to the gates, and Harry was never so happy to see the warm welcoming gates of Hogwarts. That is until everyone started fussing over him and asking if he was alright.

As Harry stepped through the large, iron door, a drawling, delighted voice sounded in his ear.

"You fainted Potter. You actually fainted," Malfoy sneered.

"Shove off Malfoy," Ron said, shoving the gleeful Slytherin out of the way.

"Is there a problem?" a silky voice drawled behind them.

Harry looked up in surprise to see Snape towering over them, glaring at Malfoy. What? Glaring at Malfoy? Harry thought he must have been mistaken, because a second later, the man had resumed his usual mask of indifference.

"Proceed to the Great Hall Mr. Malfoy," Snape said in a low, commanding voice.

Malfoy gave him an odd, searching look, but nodded. "Yes sir." He obeyed his Head of House, but not before awarding one last malicious glare at Harry and Ron.

"Come with me Potter," Snape ordered.

Harry's eyes widened in surprise. "Sir?"

"Do as you’re told," he barked. "The rest of you, go to the Great Hall."

Lupin stood in the doorway to the entrance way, a puzzled look on his strained features.

Harry followed Snape down a series of corridors that led to the Dungeons. Where was Snape taking him? Harry was quite surprised when the man led him down to his Dungeon quarters.

He motioned for Harry to sit down on the couch, while he disappeared down the hall.

Harry twisted his fingers nervously. He knew that he was being ridiculous. After all, he had spent three weeks with the man; what was there to be nervous of?

In all honestly, Harry was still very shaken up by what had happened on the train. He closed his eyes for a moment and leant his head back on the couch. He felt something warm, being shoved into his hands.

His eyelids fluttered open to seen Snape handing him a mug of something that smelt fruity, and warm. He looked up questioningly at his Professor.

"Drink it," he ordered the pale boy.

Harry obeyed him, and felt his insides warm up, much the same as the chocolate had done.

"I understand that there was an--incident with the Dementors Mr. Potter?"

"Yes sir," he admitted, lowering his eyes; waiting for the man to mock him and tell him how weak he was.

"That is understandable Potter."

Harry's eyes shot up in surprise. He had expected the man to revert back to his usual sneering self the minute they returned to Hogwarts.

"I warned that bumbling idiot Fudge that Dementors had no place at an institution full of children," he said with disdain; his eyes a glittering black. "How the Headmaster could agree to this is unconscionable," he said, almost to himself.

"I understand that you fainted also," he said, with what could be construed as a concerned expression. But with Snape it was hard to tell.

"Yes sir, but Professor Lupin gave me some chocolate."

"Professor Lupin?" Snape asked a sudden dangerous glint in his obsidian eyes.

"Uh-yes sir," Harry said nervously. Why did he get the feeling that Snape didn't like the new professor very much; or rather, why did it seem as though he couldn't stand his guts?

"Come," Snape said suddenly. "We must get to the Feast before we are missed.

Harry tried to slip in with the last of the throng of students, but as inconspicuous as he tried to be, he couldn't escape the jeers and taunts he was greeted with from the Slytherin Table.

Harry wanted to drop his head into his soup, as he heard the words, "Potty fainted," along with the words, "pansy" and "wimp".

Harry noticed that he'd missed the sorting, as he was surrounded by very tiny first years, who looked at him with a mixture of curiosity and awe.

The sound of a throat clearing echoed through the Great Hall; stilling the excited chattering, and whispering.

"Welcome," said Dumbledore, his long white, shimmering beard tied in a ponytail, with a gold string. "Welcome to another year at Hogwarts! I have a few things to say to you, and one of them is a very serious announcement. I think that it is best to get this out of the way, before you become befuddled by your excellent feast..."

Dumbledore took a deep breath, and continued. "As you will all be aware after their search of the Hogwarts Express, our school is currently playing host to some of the Dementors of Azkaban, who are here on Ministry of Magic business."

He paused, and Harry got the feeling that Dumbledore was not pleased at all about this news. Harry remembered overhearing Mr. Weasley saying that Dumbledore was really angry about the Ministry forcing him to allow the Dementors of Azkaban to guard Hogwarts.

"They are stationed at every entrance to the grounds," Dumbledore continued, looking sombre, "and while they are with us, I must make it clear, that no one is to leave the school without permission."

Harry looked up to see Snape piercing him with his cold, black eyes; he knew the man was making sure he received the message loud and clear. Harry shifted uncomfortably under the glare.

"Dementors are not to be fooled by tricks or disguises -- or even Invisibility Cloaks," he added, while staring directly at Harry.

Oh Merlin, Harry thought. Why did he get the feeling that with Snape dogging his every move, and Dumbledore wise to his tricks, that his adventurous streak was going to be seriously dampened?

oooooooooooooooooooooooooo

Fudge wrung his hands in despair. He took a deep breath; Wayne could see that the man was beginning to realise that his hysteria was getting him absolutely nowhere.

"So John," he forced himself to stay calm, "do you perhaps have a suggestion as to how we can solve this most unfortunate problem?"

The large man looked at him thoughtfully. "There is perhaps someone who can find a way around these stringent conditions; if he can't, then no one can," John said as an afterthought.

Wayne's eyebrows rose. "And who would that be sir?"

"Professor Albus Dumbledore of Hogwarts School of Witchcraft and Wizardry is named as executor of James and Lily Potter's estate."