"Well," Harry murmurs, chopping the daisy stems as neatly as he can as Hermione crushes some newt's eyes with a mortar and pestle. "She was, uh. Nice."

"Yeah," Hermione says, "And she did seem to know what she was talking about, too." Professor Gudgeon's classroom had been neatly decorated, with simple pictures of flowers on the walls, and she'd laid out a neat syllabus for them: Lesser Fae, Nymphs, Magical Equines, Magical Snakes and Magical Birds. She had seemed focused and organized, but she was still... "She was a bit strange, wasn't she?"

"Really strange," Harry agrees. It wasn't anything he could put his finger on - she just seemed to zone out every once in a while, and when Lavender Brown had mentioned Gilderoy Lockhart's imprisonment in Azkaban, she'd gone utterly silent for about four minutes. "Did you see the photo she had framed on her desk?"

"No," Hermione says. "Why?" Harry only got a glimpse of the photograph, but he'd seen he blond hair and the dazzling white teeth.

"I think-"

"Was this photograph, Mr Potter, of your pain relief potion?" Snape stands directly behind Hermione, scowling down at Harry, and Harry sighs.

"No," Harry says, "I don't think so, sir."

"Then discuss it later."

"Sir?" Harry asks, and Snape glances back towards him, arching one of his eyebrows. "Are you going to be continuing Duelling Club this year?" Harry can hear the intake of breath around the room, and he can feel the sudden tension as every Gryffindor and Slytherin leans forwards to listen intently to Snape's answer. Snape shows the mildest fraction of surprise on his face as he glances at the third years watching him, and then he sets his jaw.

"No, Mr Potter, I will not." There are sighs and small noises of disappointment around the room, and if anything they only seem to alarm Snape, who scowls and quickly moves to breathe down Neville Longbottom's neck. Duelling Club, once Lockhart had been dropped from the idea, had been really amazing, and Harry had learned a lot through the course of the year, but it's a disappointment to hear Snape drop it. He wonders, vaguely, if he'd be able to get Lucius Malfoy to convince him otherwise - they're friends, after all, and Harry suspects if he phrased it in a way that benefitted Draco, Lucius would want to engineer the club's return.

It's certainly an idea.

---

"What did Malfoy say about Duelling Club?" Hermione asks, craning her neck to see the letter the Malfoys' eagle owl, Hedone, had just delivered. Harry sighs, passing it over to her, and she holds it in one hand, holding her toast in the other. Her eyes scan the page quickly, and she sighs. "Of course he already asked."

"I don't know why I bothered," Harry says, folding the letter and slipping it into his bag. "There's no getting Snape to do a thing he doesn't want to do. Maybe we could get Lupin to do it, if he can cast a few spells without fainting."

"Harry!" Hermione scolds him, and she sets down the uneaten crust of her toast on the edge of her plate, wiping her hands on a napkin. "Don't be horrible."

"What do you think is wrong with him?" Harry asks, and Hermione shrugs her shoulders, shaking her head. They have their first class with Lupin this afternoon, and Harry's interested to see his teaching style - he can't possibly be as weird as Gudgeon, anyway. "Are you really going to just eat toast for lunch?"

"I haven't just had toast, and I'm not very hungry, alright?" Harry looks at her skeptically, and Hermione leans forwards, lowering her voice a little to say, "If you must know, my stomach hurts!" For a second, Harry's completely thrown by the statement, and then he understands, and rolls his eyes.

"Just get some Auxilian Elixir from Madam Pomfrey. That's what Snape brews it for." Hermione's cheeks darken slightly, and she huffs out a noise. "Hermione-"

"I don't need a potion. I'll eat a banana and I'll be fine."

"You're such an idiot-"

"I'm not an idiot, Harry, but I'm not in agony, and there's no need for us to use magic for everything-"

"It's just like taking paracetamol!"

"I wouldn't take paracetamol for this either!"

"What are you two arguing about?" Ron Weasley demands as he sits down a little further up the table, late for lunch, as usual. Hermione's cheeks darken a little further, and Harry tries to stifle a little laugh. "What? What?" Weasley's own cheeks colour, and he seems to have taken Harry's chuckle to mean that they're arguing about him, the utter idiot.

"Nothing, Ron," Hermione snaps, glaring at Harry, who only laughs a little louder. "Come on, let's go up to class."

"Fine, fine," Harry says, and he shoulders his bag, following Hermione up and out of the hall. "You have your first Arithmancy class today, right?"

"From four until six," Hermione agrees, seeming glad of the change of subject. "I'm glad Professor Vector agreed to teach me."

"Well, three subjects isn't as bad as trying to take five at once," Harry says. "You regret not taking them?" Hermione hums, shifting her head from side to side as she considers the question. She'd desperately wanted to take all of the electives offered, but she'd eventually settled on just Ancient Runes and Care of Magical Creatures - after speaking to McGonagall, though, she'd been allowed to take up Arithmancy out of class hours.

"Well, Divination is a fascinating subject, I'm sure, but Lavender and Parvati were talking about it, and it does sound... Well, to be honest, it sounds a bit wishy-washy to me." It seems to pain Hermione to admit it, and Harry nods his head. Some of the Slytherin lads had talked about Divination, but none of them had really been interested in taking it, and Harry is fairly certain Tracey Davis is the only Slytherin third year who'd opted for it.

"And Muggle Studies would have been a bit redundant."

"But I could have studied the Muggle world from the wizarding point of view!"

"You can do that by reading books, though," Harry points out, and Hermione sighs her resignation before reluctantly nodding her agreement. When they reach the defence corridor, Lupin is dragging a wardrobe into the classroom with a surprising strength to his movements, pushing it up beside the desk. He'd redecorated the classroom with new images of different magical creatures, but on the centre wall remains the framed article about Lockhart. "I guess he couldn't get it down," he murmurs. "Or he decided to leave it up." Hermione chuckles.

"Hello, Harry, Hermione - could you two start moving these desks out of the way? Just pop them to the side of the room."

"Yes, sir," Harry says, and he and Hermione get to work, pushing the first row aside and then levitating the other rows to stack on top of them, leaving a clear space in the middle of the room. Harry's not used to being addressed by his first name, not by teachers, but he doesn't complain: he just files it for reference. Lupin's face looks a little familiar, though, and he frowns at the man slightly.

"Something wrong?" Lupin asks.

"I recognize you," Harry says, but he can't think where from. "Have you been in the paper?" Lupin laughs, and when he smiles a few of the lines disappear from his face: he looks more his age with a grin on his face. There's something sad about that.

"No, not that I'm aware of."

"How old are you, sir? Like, thirty-something?"

"Thirty three," Lupin answers simply, and he's smiling, as if being asked random questions by thirteen-year-olds is his idea of a good time.

"Did you go to school with my parents? Maybe I saw you in a photo." Lupin's face seems to pale slightly, and Harry furrows his brow; Lupin draws his hand over his jaw in a slightly nervous motion, thumbing over his thin moustache, and then he nods his head.

"I did, yes. I was in the same year as your father, and the same house." He seems worried all of a sudden, the smile going weak and melting off his features, but Harry has no intention of drawing back and letting him be. He has things he needs to know.

"So you knew Sirius Black, then?" Harry queries.

"Pardon?"

"My father was friends with Sirius Black, right? You were too, I guess?" There's something in Lupin's face that Harry doesn't like the look of - he seems angry, or upset, or-- Threatened. Threatened is the word, and as Lupin flusters, obviously trying to find an answer, Harry says, "Guess you were lucky he went after Pettigrew before he went after you, sir, or we wouldn't be having this conversation." Remus' eyes flare with anger, hurt, his gaze flickering from Harry's face to the Slytherin crest on his robes, and Harry knows he's onto something.

"Go and get the rest of the class into the room, would you, Harry?" Lupin says stiffly, setting his jaw, and Harry gives him a smile.

"Of course, sir. Happy to help," Harry says with faux brightness, and he goes to get the rest of the class into the room. Lupin does his best to hide his newly sour mood as he begins to teach, and Harry has to admit he's a good teacher - he's bright and engaging, and he truly knows his subject matter: he's a far cry from Lockhart.

"Now, today you'll be facing a Boggart," Lupin says, gesturing to the wardrobe he'd set up before his desk. "Boggarts morph themselves into that which their opponent fears most: we will be using a spell called Ridikkulus. It forces a Boggart into a more humorous form, as laughter is confusing to the Boggart." Harry raises his hand, and he sees the hesitation in Lupin's face before he nods his head.

"Why?" Harry asks. "I mean, I can see the use of fear as a defence mechanism, but why does laughter confuse a Boggart?"

"It's simply the opposite of the behaviour it expects," Lupin says simply. "Remember, Boggarts have no wish to prey on their victims - they merely wish to keep them away." He claps his hands, giving his class a grin. "Now, who would like to go first?" No one in the room seems keen, so Harry raises his hand once more, and Lupin presses his lips together, obviously reluctant, but then he nods his head. "Alright, Harry, up you come."

After a few repetitions of the spell, Harry stands before the wardrobe, wand wielded before him. He's fairly certain of what he'll see - Voldemort, maybe, or- No. No, he remembers the feeling of the dementor leaning over him, freezing his insides and making him shudder.

Setting his jaw, he tries to think of a way to make the dementor funny. Have someone drop out of its cloak, maybe, or leave it just a plastic skeleton with a cloak on...

"Ready, Harry?"

"Ready, Professor," Harry says determinedly, and Lupin opens the wardrobe's doors. The dementor glides slowly from between its doors, focused on Harry as it raises up its clawed, decaying hands, and Harry tries to think of how to make the thing look funny, but all he can think of is his freezing skin, his shaking wand hand, and he can hear the ghost of that scream again as the dementor comes closer, closer still. Harry's vision is going dark at the edges as the thing comes closer, but he's not going to faint or scream or die, he's determined not to, he- "Bombarda!"

The Boggart lets out a harsh, guttural scream, falling back onto the ground and barely crawling over the wooden boards, pieces of black cloth fluttering into the air as Harry breathes heavily, staring at it. His vision keeps dimming, and he feels himself stumble back: strong hands grasp at the back of his knees and his back, and Harry blearily finds himself being placed in one of the chairs at the edge of the classroom.

"What are you going to do next, Goyle?" Harry asks, trying to force his eyes to focus, "Carry me over the threshold?" Goyle huffs out a half-laugh.

"See, Granger? He's fine."

"Shut up, Malfoy, else I'll hex your hair to look like Snape's!" Harry blinks rapidly, trying to get rid of the darkness at the edges of his vision, and he feels Remus lean over him.

"Are you alright?"

"I'm fine," Harry says firmly, "Sorry. The dementor- I acted on instinct." Lupin is staring down at him, his gaze concentrated on Harry's face: concern is obvious in the professor's eyes, and Harry files that away for future reference. It might just be his devotion to teaching, but this is his first week at Hogwarts - it seems a bit unlikely.

"Bombarda was your instinct?"

"Well, to be honest, sir," Harry says, "I didn't think a Tickling Charm would work too well. They don't seem like a bundle of laughs, dementors." Laughter echoes around the Gryffindors and the Slytherins - even Ron Weasley has a little grin on his face - but no one laughs louder than Lupin himself, who seems relieved that Harry's cracked a joke. Harry pulls himself up and out of the chair, shoving Blaise away when he offers Harry his hand, and they all look to Lupin.

"Well, Harry's incapacitated our Boggart, so... Why don't we learn that Explosive Charm? It's an easy one to learn." It's a fun lesson, in honesty - Lupin gets everyone casting the charm, and then he conjures targets that zoom around the room, testing their ability to cast quickly and accurately. Everyone is laughing as they leave the classroom, but Lupin calls him back. "Harry? Can I have a word?"

"Sir, I've got Transfiguration."

"I'll send a note with you when you go to Professor McGonagall," Lupin assures him, and Harry waves for Draco and the others to go onto Transfiguration without him. Harry pushes the door shut behind them, and he turns to face Lupin, who looks like he's picking his words carefully.

"Sorry about the Black comment," Harry says in a light tone, but by no means is he insincere, "No one will tell me a thing about him, and I wanted to see how you'd react." His moment of honesty is well-rewarded: Lupin peers down at him, seeming utterly taken aback by what Harry's said to him. "It was nasty of me, Professor. I really am sorry."

"You've seen me?" Lupin asks quietly, "In photos of your father?"

"You and Pettigrew, I think. None of Black - I think people were careful not to send me pictures with him in." Lupin watches Harry for a long few moments.

"The dementor affected you strongly."

"I heard a scream. A woman's scream. My mother's, I think, just before Voldemort killed her. I used to have nightmares about that." Lupin swallows, his Adam's apple obviously bobbing in his throat, and Harry says, "You knew her too, huh?" Lupin sighs, setting his jaw for a moment.

"Are you always this manipulative?" he demands, and Harry smiles at him.

"You always this easy to read?"

"You look like your father," Lupin murmurs.

"Yeah," Harry agrees. "People always say so. But I've got Mum's eyes. Look, do you actually need something, or...?" Lupin gives a rueful little huff of laughter, running his hand through his tired, greying hair, and he looks down at Harry for a few moments.

"I can teach you a charm to protect yourself against dementors: the Patronus Charm. If you'd like to learn it." Harry looks at Lupin for a few moments, at his tired face: he looks so old, for someone so young, and Harry wonders again what's wrong with him, what makes him look so obviously sick. He doesn't ask, of course - he'll push a few of Lupin's buttons, but he won't go that far.

"I'd like that, Professor," Harry says quietly, "Thanks for the offer."

"You're like your mother," Lupin says as he opens the door, gesturing for Harry to go. Harry frowns at him, tilting his head slightly, and when Lupin smiles it's nostalgic. "She could be manipulative too, if she needed to be."

"Really?" Harry asks: the idea fills him with a sudden warmth. He's barely been told anything about his mother, over the year - all her friends seemed to have died during the war, and no one ever writes him much about her.

"Really. She had a subtlety and a way with people James often liked - he was charming, but charm will only get you so far." Lupin writes a quick note on a piece of parchment, handing it to him, and Harry gives the man a little wave as he hurries up the corridor to Transfiguration. He's nice, Harry thinks, this Remus J. Lupin, and not nearly as weird as Gudgeon.

---

It's approaching half-past six as Harry makes his way down the path towards Hagrid's hut. Hermione is finishing up with Sinistra, and he just wants to drop in and say hello to Hagrid before the week is out. He doesn't want the man to feel neglected, after all - Hagrid is one of the most kind, gentle people in Harry's life, even if he is a bit mad. Harry glances to the Whomping Willow, which is moving gracefully in the wind, and then he looks to the shadow at its feet.

Harry frowns, but he stares at the shadow of the big, black dog. Its eyes glow amber in the moonlight, and, slowly, Harry raises his hand, giving it a little wave. Black is mad, but he can't be that mad, right?

The dog barks, giving a little wag of its tail, and it bounds back slightly in an unmistakable invitation to follow it. Harry glances to the light flickering in Hagrid's hut.

Well, he can always see Hagrid tomorrow morning.

Harry runs off the path, following the dog as it runs closer to the tree. It taps a knot near the Willow's base, and for a few moments the branches stop their motion - it's a good trick, and Harry will be sure to remember it. He follows the dog to the edge of the tree, slipping into the little hollow underneath it, and he lets out a little, surprised sound as he finds himself in a tunnel.

"Where does this lead?" he asks, but Black just barks and runs off down the corridor. Well, Harry thinks. No point in turning back now. He follows the dog further down, rushing to keep up with him.