A/N: The following originally appeared as two separate stories, but I'm posting them together here, as they are sequential. It may eventually become a Great, Thudding Tract about Sirius's prank on Snape. The second scene was a challenge from myf.

The panic attack that had been threatening for an hour finally hit Elizabeth Phelan in the apothecary shop across from Honeydukes. She'd expected Honeydukes itself to be crowded, and had braced herself for it after finding herself in the middle of a clutch of girls in the robe shop, and had managed to get in and out for Maddoc's coconut ice without screaming once, though her jaw ached from clenching her teeth. All she had left was a list of potion ingredients she needed to stock up on before the moon. Painkillers, mostly. And she didn't remember ever going to the apothecary on Hogsmeade weekends. Surely, it wouldn't be crowded.

She'd slipped inside with relief, only to turn and find herself in a tightly pressed crowd of older students, shouting to one another and checking off lists of their own. A sour-faced boy with greasy-hair glared at her over jar of armadillo bile from which he was measuring a careful phial-full.

Her hands started shaking, and the world became glassy and brittle around her, the shouts of the children like knives in her mind. She clutched her handbag convulsively and her feet started to carry her backward toward the door.

For nearly twenty-five years, she hadn't been in a crowd larger than five (herself, Maddoc, and the three Lupins). If Maddoc hadn't felt under the weather today, he would have run the errands. But she'd insisted. Why had she done that? Why hadn't she checked and realized it would be a Hogsmeade weekend? Why hadn't she--

Her shoulder hit a wooden shelf, knocking some kind of green ooze off balance. With horror, she watched it start to tumble to the floor. She seemed completely unable to remove her hands from handbag to catch it.

A broad hand attached to a skinny wrist shot out from nowhere and stopped it before it hit the ground.

Elizabeth jumped.

"Are you all right, ma'am?" the boy said. "Didn't mean to give you a start."

She turned. He wasn't a very tall boy, but he was lanky and sprawling. Glasses perched on his nose, and his black hair looked like a permanent mess.

"I'm... I'm fine, really."

He put the jar back on the shelf. "You look a bit shaken."

"No, really--"

"Elizabeth?"

She looked to the shop's front stairs. Remus Lupin was standing on the lowest riser, looking surprised (as much as Remus ever looked surprised) between a handsome boy with sharp blue eyes and a chubby, friendly looking boy whose arms were laden with what seemed to be everyone else's bags.

The first boy wiggled his eyebrows. "Should have known," he said. "Remus knows all the pretty ones."

Remus smiled nervously. "This is Elizabeth Phelan," he said. "She... used to live next door to my parents. Elizabeth, these are my friends." He pointed to the boy at the door. "That's James Potter."

James Potter made a show of bowing and grabbing her hand to kiss it. Elizabeth's panic began to fade into a kind of nervous amusement.

"And these are Peter Pettigrew and Sirius Black."

The chubby boy, Peter, smiled behind his bags and nodded to her. The other, Sirius, grabbed the hand the James didn't have (the one in which her handbag was still clasped) and kissed it. "Don't know how Remus does it," he said. "All the pretty ones go for him."

"Will you two lay off a bit?" Remus asked, his face red.

"It's all right, Remus," she said, amusement rising. When she'd been sixteen, she had been rather pretty, but at fifty, she looked like... well, a fifty-year-old woman. She had gray at her temples and lines round her eyes, and bits of her were beginning to sag.

Remus's eyes darted into the shadows of the apothecary shop. "Was something wrong in there? If that greasy-haired prat--"

Elizabeth shook her head. "No. I just... well, it's been quite awhile since I was out in a crowd. I didn't realize it would be a Hogsmeade weekend. Panicked a bit, is all."

"Yes, we're a dangerous lot," Sirius Black agreed, his eyes on the verge of laughter. "You never can tell. But don't worry. We're here to protect you. Wands out, boys."

James pulled his wand and danced it along his fingers in an elaborate balancing routine. Peter shuffled his feet at the bottom of the steps, and Remus just sighed, his face still red. She vaguely remembered her time at Hogwarts; seeing people from the world of one's home, where there were parents and nightlights and all manner of embarrassing things, could be somewhat awkward.

"I think I'll be all right," she assured Sirius. "You boys go about your business. Which I suspect has nothing to do with an old woman in the street."

"Oh, we're mostly done," Sirius said. "James was just going to get some billywig stings for--"

"--a levitating potion," James finished with a grin.

"Mm-hmm."

"And then we were going to lunch. You could come with us."

"I wouldn't want to spoil your--"

"Then it's settled," James said.

Elizabeth looked at Remus. "Is it all right with you?"

He nodded. "Sure. And by the time we're finished, it will be time for the lot of us to go back to school, and you can finish your shopping in peace."

"You're sure?"

"Yes."

"All right. Take positions!" Sirius said. "Peter, front guard. Remus, right side. James, left side." He grinned wickedly, and waved his hands in a rough hour-glass shape. "I'll take the rear guard."

"Sirius!"

Elizabeth stifled a giggle, not wanting to exacerbate Remus's embarrassment, but quite enjoying Sirius's over-the-top antics. A fifty-year-old married werewolf was rarely the object of such attention.

Peter Pettigrew shifted the packages in his arms, and Elizabeth reached out for them. He gratefully handed her a few of them. Zonko's bags, mostly, though she noticed the corner of a magazine peeking out from under a bag of trick teacups. A witch was wiggling her bare shoulder provocatively.

Elizabeth chose not to comment.

"Forward!" Sirius commanded, and the little group moved. Elizabeth tried not to laugh.

"So," James said, grinning, "what embarrassing things can you tell us about ickle Remus? And we're his roommates, so you'll have to go aways to find things we don't already know. Dig deep."

"Remus has no embarrassing habits," Elizabeth said. "He's a very good boy, but not so good as to be shameful, and he never does anything compromising."

"Lovely and loyal," James mused. "What's your secret, Moony?"

Elizabeth's heart jumped into her throat at the nickname... surely he hadn't...

But he had. He'd told her that he had. They knew. Did they know who she was?

He shook his head slightly, apparently guessing what she wondered. "Long walks in the country," he said lightly. "It gives me that otherworldly air. The girls like it."

"I told my Mum we should move," Sirius said.

They reached the Three Broomsticks, and Sirius ran around her to go inside and snag a table. Peter slumped down on a bench and rearranged his packages again. He glanced up in sudden horror when he realized which one he'd handed Elizabeth. She winked solemnly, and he blushed.

A group of young girls went by, flashing smiles at Remus and James (one actually stopped and gave Remus a very deep smile, which he returned politely) and giggling as they disappeared into the crowd. Elizabeth had been one of those girls once--carefree and laughing, with ribbons in her hair, her monthly worries more about bloating than about fangs and claws. She pushed back the melancholy that threatened to descend; she would not think about where that girl had disappeared.

Instead, she glanced at Remus. "I think that one likes you," she said.

"That's Margaret," he said. "From Ravenclaw. I told you about her this summer?"

"Ah, yes. The nibbler."

Remus blushed deeply, and Elizabeth realized in a belated way that two of his friends were in perfect earshot. Apparently, he hadn't shared with them the information that his first kiss had included a nibble on the lip that had sent him into paroxysms of terror about spreading lycanthropy.

She winced. "Sorry, Sweetie."

James laughed. "You do realize we're going to call him 'Sweetie' for a year now, unless something better comes along."

"Really sorry."

He shrugged. "'S all right. Better than what Lily Evans calls him. What was that again?"

"'Big-headed, thick-skulled little pea brain,'" James said nostalgically. "Ah, love. At least I know she's focused on my mind, and not my stunning, Quidditch-toned muscles."

A window opened along the wall and Sirius leaned out. "I'm holding a table down. Got seven people at wandpoint for it, so hurry."

Elizabeth laughed, and followed the boys inside.

Elizabeth Phelan laughed pleasantly, the strange, hunted look she'd had in her eyes gone entirely. She mussed Remus's hair (he blushed brightly at this), then stood up. "You boys have a good day," she said.

James got to his feet and pulled her chair out for her--Mum would have a fit that he hadn't thought to do so before she stood up--and gave her a little bow. "It can hardly become better, now can it?"

Her laugh became quite raucous, and for moment, James could see her as she must have been when she was at Hogwarts itself--a bit brash, very pretty, flirtatious. He thought about asking if she'd played Quidditch, but if she had, that would start another conversation and there wasn't time for it.

"You're very good at this, Mr. Potter," she said when she stopped laughing.

"Yeah," Sirius said, an eyebrow raised archly, "James is a prince."

She smiled at him. "Well, Mr. Black, you can't all be the dangerously attractive rogue."

Sirius preened dramatically.

Peter bit his lip. "What am I?"

"Oh, you... you're the loveable one that girls take home."

"I thought that was Remus."

"You clearly don't know him that well." She winked, then looked down at Remus. "You'll come visit us on the island, won't you? Maddoc and I enjoy it. He's built a... a special room for you."

"Thank you," Remus muttered, and James realized--like a lightning bolt coming down from the sky--that this woman knew about Remus. The "special room" was a place he could transform.

He felt his eyes narrow. Remus didn't exactly go about telling strangers about his lycanthropy.

"Well," Elizabeth said, "I should finish my errands now. Have a nice Halloween!"

There was another round of goodbyes. James gave her one more flirt, as it seemed to make her happy, but his mind was working in the frenzied way it sometimes did. He'd enjoyed it when he was small, and it helped him solve puzzles and answer riddles, but more and more, it kept bringing him to ideas he'd rather not think about.

They watched her go and were cleaning up and settling up from lunch (Remus and Peter both asked for the bill; Sirius and James made a game of keeping it from them, and paid Madam Rosmerta between the two of them) when the door of the Three Broomsticks opened, and Peter groaned. James looked over his shoulder.

It was just old Snivellus Snape and his handful of pathetic Slytherin mates--a seventh year named Goyle, a skinny fourth year girl whose name he didn't know (ugly as sin, though, he thought), a foul little fifth year called Roger Carpenter, and...

James stood up straight.

Regulus Black.

Sirius hadn't noticed yet--he was on the other side of the table, sorting out the bags they'd shoved on Peter earlier--but Snivellus had spotted him already, and had a look on his face that was even more unpleasant than usual. He'd come back swaggering about this year, poking into things that were none of his business, and he'd made a point of irritating Sirius at every opportunity.

A very foolish pursuit, in James Potter's humble opinion.

The little gang of Slytherins sauntered over to the table, Snivellus in the lead. Obviously, these were a pathetic lot, as James couldn't recall anyone else following Snape ever.

Regulus spotted Sirius first and tugged on Snape's robe to make him stop, but there wasn't much response. Snape walked up to the table, standing beside James, and spoke in an oily voice. He glanced into the Zonko's bags. "Well. I see you're improving your education, Black."

"Come on, Severus," Regulus said shakily.

Sirius stood up and reached across for his brother, trying to pull him around the table. "Are you out of you bloody mind, Reg? I know you want friends, but even in Slytherin, you can do better than Snivellus."

"Just because you don't like him doesn't mean he's a bad person," Regulus said, pulling his arm out of Sirius's grip. "You're the one who's always nasty."

Snape smirked in an unpleasant way. He picked up Peter's girlie magazine. "Excellent reading material in Gryffindor. Go on, Regulus. Buy a round of butterbeer."

The younger students (and Goyle, who was simply stupid, if James was thinking of the right person) went off to the bar. Regulus lingered for a moment, but went off like a shot when Snape glared at him.

"You stay away from my brother," Sirius said tightly.

"He's in my house, Black, not yours." The unpleasant smirk deepened. "And he's such a quick learner."

The table went flying before James noticed Sirius move, and Snivellus barely stepped back in time to keep it from falling on his feet. Peter and Remus had grabbed Sirius's arms, and James drew his wand--Sirius was in enough trouble from his last bout of pranks (a nasty bit of business that had ended with two Slytherins in the hospital wing speaking in gibberish for a week; James decided, for the sixth time so far this year, that it might be time to find out what was eating at him this year). But Snivellus didn't provoke him any further. He just straightened his robe and walked calmly over to the bar, where Regulus was generously providing everyone with refreshments. He looked guiltily at Sirius.

"Come on," Remus said. "It's time to go."

"I should bring him with me."

"No one's forcing him to be there," Peter said.

Sirius glared at him, but couldn't make much of an argument. In the end, he let the three of them lead him out into the brisk late afternoon. He glared back resentfully. "Bloody idiot," he said. "How did I get such a stupid brother? Snape's just trying to figure out what we're up to every month."

James didn't say anything. Snape had expressed inordinate interest in their whereabouts this year, and if he found out about the Animagus transformations, they were sunk. It was probably just a hefty fine, but they'd certainly be expelled, and Remus's secret spilled to the whole wizarding world. But he was fairly certain that this grooming of Regulus Black was purely about baiting Sirius into doing something stupid.

They'd gotten to the empty stretch of road, the no man's land between the village and the school, before anyone spoke again. It was Remus.

"I wanted to thank you all," he said. "For being nice to Elizabeth."

James shrugged. "She's a nice lady."

"Your parents have excellent taste in neighbors," Peter said. "Though I'm pretty certain she saw... you know."

"Told you you should learn to use your imagination," Sirius muttered.

The distraction with Regulus had driven James's mind off course for awhile--it was easy to do that sometimes--but the pieces he'd been putting together flew into form. "She knows about you, doesn't she?" he asked.

Remus bit his lip. "Yes. She knows."

"You just told your neighbor?" Sirius asked, still looking a bit put out. "You told us you hadn't told anyone else."

Remus stopped walking. "I know you all can keep a secret," he said.

Peter frowned deeply. Sirius fidgeted with his gloves. James just waited for him to speak again.

"Elizabeth..." Remus looked around nervously and sniffed the air for several seconds. "She's the werewolf who bit me," he said quickly and quietly. "She knows everything."

"She's the--" Sirius threw his hands in the air furiously and let out a short bark of a yell. "Bloody..."

He seemed unable to follow up "bloody," and just stalked on up to the school, not even checking to see if anyone was following.

"What's his problem this year?" Peter asked.

James shook his head.

The three of them didn't talk all the way back to Gryffindor tower, and when they arrived in their dormitory, Sirius was already there, pacing. (Their beds had all been shoved lengthwise along the circular walls, as close as they would go, to leave room for their various projects and of course, for Sirius's agitated walks.) He stopped when they came in, and shook his head in Remus's general direction. "The one who bit you?" he said. "We sat there laughing and eating with someone who ruined your whole life?"

"She's a nice lady," Remus said, heading for his bed. He pulled aside the curtains and made to go inside and hide there (unlike the other three, Remus tended to withdraw after a day out).

Sirius grabbed him by the shoulder and spun him around. "Oh, no you don't. What's wrong with you? A nice lady? Look what she did to you!"

Remus clenched his teeth and tried to turn around and go behind his curtains, but Sirius wouldn't let him go.

"I've had it!" he bellowed. "We're to play nicely with--"

And that was when Remus hit him.

Remus was absurdly strong for his size and apparent state of health--James supposed it was a side effect of his lycanthropy--and the punch sent Sirius reeling back into the center of the room, his hand clenched over his jaw.

For a long time, there was no sound except for Remus gasping for air, as if he was trying to fill his lungs with anything other than what was pushing to come out of them now. In the five years and two months they'd all lived together, none of them had actually hit any of the others, and Remus was the last one James would have expected to do it, including himself.

Sirius shook his head. "I don't understand you, mate. She--"

"She is what I am," Remus said.

"But you wouldn't--"

"God, Sirius... do you really think she thought to herself, 'Hmm, I'll bite Remus today'? If you do, you've been missing something. I'm not an Animagus, in case you forgot. Full moon, I'm not Remus in a wolf suit."

"I know that--"

"No, you don't. You don't know it." He sat down on the edge of his bed, but--somewhat to James's surprise--didn't pull the curtains. "I hated her the first month," he said. "After the bite. I was six. She said I could transform with her, but I told her she was nasty and I never wanted to see her anymore and... awful things. I transformed the first time at St. Mungo's. They chained me up."

"God," Peter said. "When you were six?"

Remus nodded. "I told them I would just be a little wolf, and I'd be good, and they said it didn't matter. I was little--not much to transform when you're six--but all of the rest was there. The... the instincts. The..." He wrinkled his nose. "I went to Elizabeth the next morning and said I was sorry and asked if I could come transform with her the next month. She looked after me. Sirius, I stuck my hand in her cage."

"Still, she was..."

"She was what she was." He shrugged. "There I was. Standing there, talking to her, throwing my scent around. Must have driven her mad. And then I put my hand in."

"You were just--"

"I was just prey." Remus took a deep breath. "If you think anyone is anything else under the full moon, think again. If you think you could just show up as a person instead of a dog, and I'd think, 'Oh, it's Sirius, I can't bite him,' then think again. And you do think that, don't you? Some great lark, go and play with the werewolf. I'm his friend, he won't hurt me."

"I wouldn't go in there untransformed..."

"But it's what you believe, isn't it? That there's some kind of magic protection you have because I'm an all right person twenty-seven days a month. You don't have any protection, and if you walked in, I'd tear your throat out. It's like drowning. The smell of people, I mean. Your brain might know better than to try and breathe underwater, but if you get held there too long, then... sooner or later, your lungs hurt, and your head is pounding, and all you can do is panic.

"So don't stand there and blame Elizabeth for taking a breath."

With that, he rolled back onto his bed and closed his curtains with a definitive move.

Sirius stood there for a moment, looking like he was planning to reach through and start another round, but in the end, he stomped down the stairs to the common room.

"Should we go after him?" Peter asked timidly.

James shook his head. "No. He'll come around."

"But what will he do on the way to coming around?"