Running, racing further from the cold stone walls, towards the dense tress ahead, Remus Lupin's breath came out in pants, slowly shifting as the full moon ahead breath down on his back. James Potter was not far behind, his limbs thinning, his nose lengthening, and as his sixteen year old for began to give way to that of a stag, antlers sprouted from his shaggy, untameable hair. Sirius Black was close behind his two friends, his skin darkening to the black sheen, recognizable only as that of a dog, his two legs gave way on all fours, casing after James and Remus with an enthusiastic bark.

Remus howled in pain and adrenaline as his own form was distorted, as it was every month. His eyes were slits, and his skin coated with rough grey hair. His nose twitched and as he entered the Forbidden Forest, he turned around and seemed to grin as a stag and a dog flew into the woods. Paw and claw and hoof and horn, met and clashed, as an earthly battle, fought with the grit and determination of gods.

Eyes locked as mighty howls echoed through the misty woods. The battle raged for hours without end. Finally, as the first streaks of pink and orange caressed the inky sky, and the moon faded from sight, Remus fell to the ground, his body twitching and writhing in pain, as he returned to the body of a sixth year student at Hogwarts School of Witchcraft and Wizardry. James leapt through the air with a deft skill that was to be admired, and in midair, the stag was human again, and he fell onto Remus, he breath panting, and his heart racing. Sirius ran over and joined the pile, himself also relieved of his amimagius form.

"Thanks." Remus uttered breathlessly, worn out but beaming.

"No problem." James offered, resting his hand on Remus rising and falling chest. Remus and James's eyes met at this simple act of friendship, and Remus' arms encircled Sirius and James, bringing them close to his body, their collective heavy breaths rising into the brisk morning air. The three friends lay there, unwilling to move, and not needing to do so, as it was a Saturday. James traced his fingers lightly up and down Remus' chest, and with his other hand, carefully brushed the dirt off of Remus' cheeks.

Sirius was the first to stand up. He jumped up from the pile, looked around, and slowly pushed his pants down, carefully removing them, exposing his legs to the chilly air. His motives were as obvious as the protrusion in his red and gold-stripped boxers. He slowly began to work his hands up and down his length, and then moved faster and faster. Remus and James watched out of mild curiosity, though all three of the friends had seen the other two masturbate. It was understood that they were all men, and as such needed relief, and when they could not find someone, they had to, quite literally, take matters into their own hands. When Sirius had finished, he whipped himself clean on the inside of his robe, redressed himself and sat back down.

"I know I'm not the only one," Sirius grinned

"You're telling me," James laughed, arching his back to show off his own arousal, "But I have a date, with a certain foxy seventh year."

"Really now?" Remus asked

"Margaret." James said triumphantly, as Margaret was incredibly hard to get, but once you got her, you got her.

"Well, you may have a date, but I don't." Remus declared, before taking out his own manhood. "Damn, it's just not the same with out somebody else." Sirius moved closer to Remus, and took over, stroking Remus and grinning wildly as he watched Remus' chest moving up and down in faster intervals. It was normal for one of them to help another out in this way. It wasn't looked upon by them as some perverse sexual act, but rather as an act of friendship. James whispered something in Sirius's ear that made both of them laugh. Remus shouted out as Sirius took Remus inside his mouth. Remus groaned deeply and Sirius' head bobbed up and down, and James sat watching and laughing.

"Shit!" Remus screeched, as his limbs trembled and his body contracted then released. An unsuspecting Sirius was flooded as Remus reached his climax. What Sirius could not swallow stood on his chin, and James looked in amazement, as he had not assumed that Sirius would allow Remus to reach orgasm in his mouth.

"Sirius?" James asked tentatively

"Damn." Sirius answered, "That was hot."

"What?" James stared in bewilderment.

"That was hot."

Remus sat on his bed; the other inhabitants of the dormitory were off at dinner. He held his forehead in his hands, his mind racing. What the hell was Sirius doing? His thoughts were interrupted as James entered the room.

"Remus?" James bit his lip, "Can we talk?"

"Sure," Remus answered, "I'm pretty sure I know what about."

"Yeah, I told Sirius to, but I wasn't expecting, well, you know." James trailed off

"I wasn't either." The two of the remained there, not moving a muscle or uttering a word. Sirius burst into the room, singing "I'm in Love With a Girl Named Fred" on the top of his lungs.

"Whoa, did someone die?" Sirius laughed. "Oh come on, are you two still on about this morning, well, I'm still up about it, but that's a horse of s different colour."

"What the hell were you doing?" Remus exclaimed, jumping up from the bed.

"Oh, come on! You both enjoyed it too!" Sirius half smiled as he moved closer to James and softly blew in his ear, "You know you did."

Remus awoke to the sounds of giggling, and the silence of blank stares. He opened his eyes, and saw the other inhabitants of his dormitory staring and laughing, all of them except two who were missing. James and Sirius, Remus soon realized, were not actually missing, but in a twisted pile with him, all three of the completely naked.

What Remus remembered of the previous night came in flashes. The smell of the sweat on the back of James's neck, the pressure of Sirius's hips against his soft skin, the taste of James's length inside his hungry mouth, the burning of Sirius's inside him, and the warmth of their combined breaths.

Remus shook James and Sirius awake, jerking roughly on their shoulders, blushing from ear to ear, and trying desperately to think of a good cover story. Sirius and James awoke with a start.

Remus Lupin sat at his desk, Defence Against The Dark Arts Teacher, it still seemed odd. James' bright green eyes still shone in his memory, but shone brighter before him now.

"Erm, Professor?" Harry bit his lip.

"Yes, sorry Harry," Lupin snapped out of his memories.

"You knew my father well didn't you?" Harry asked.

"Yes, we were good friends." Lupin longed to scream that they were much more, but his courage failed then and it failed now.

Remus looked at the floor, unable to make contact with the tearing green eyes that seemed to bore into his own. "I'm sorry," He muttered.

"Me too," James managed before leaving the room, turning his shoulder sharply to one of his best friends, tears streaming down his cheek as he slammed the door behind him. Remus sat down on his four poster bed, the carved wood of the frame seemed to hold memories ion every crevice, the posts still seemed warm from the contact of sweating bodies, the friction of the animal instincts, the tender hugging, and the passionate fires.

"Very good friends."