this was written to the sound of Exit Music (For A Film) by Radiohead, you should take a listen.

What are you scared of?

"For Merlin's sake James! It's not pride!"

Sirius tore his gaze away from his best friend's one of confusion, hurt and pity. For all he cared Potter could go sod off. He didn't need his pity, not when the stupid bespectacled idiot didn't even know why to pity him! With a bolt of nervous energy he shot up and started pacing. James didn't like it when he paced.

"Well what is it then?" The agitation in the messy haired third year's voice was obvious after all he was used to getting his own way and there was usually only Lily Evans who would dare say no to him. "Everybody in the class has to do it Sirius! You can't be that scared of-"

"I'm NOT SCARED!" He roared back feeling vindictively happy at the shock on James' face. He wasn't scared, for Merlin's sake he was Sirius Black! Popular, handsome, he had the girls and the money and really? A Gryffindor scared? Although it's because I'm a Gryffindor that I have a right to be, is it not? Sirius cursed out loud and stomped his foot, he shouldn't be thinking that, he shouldn't.

"Sirius?" His name was whispered out as James stood up to still him in his pacing. Sirius was an inch shorter than James, the top of his head was just at the other boy's eye level although Sirius swore it was just the ridiculous way Potter's hair stood up pretty much on end that just made him appear taller. He'd be taller than him one day. Hazel eyes sought contact with dark steel ones flashes of dark emotions stirring in both. "What is it?"

A steep sigh escaped Sirius' lips and he found himself dropping onto the floor, wondering when his hands had started shaking so badly. They were in the Boy's Dormitory, alone as James had no doubt requested Remus and Peter give them some time to "figure this out". Sirius didn't need to do any "figuring out". It was all perfectly clear in his head. At least there was no one around to see his display of weakness, it had been three years and he wasn't even sure if he was comfortable with James, his other self, seeing this. That's how badly my family's ideals have been beaten into me. A sharp shiver flew down his spine.

"What's what?" He replied a little petulantly. James' pale hands flew to his hair, scrunching it in his hands as if he were the sort you'd find in St Mungos.

"Just stop! Stop playing games! You've been all quiet and strange since you refused to do the Boggart task in defence against the dark arts yesterday! And I want to know why!" James had started pacing now, drawing a steady line with his footsteps around the room. "What could possibly be so bad?"

What could possibly be so bad? WHAT COULD POSSIBLY BE SO BAD?

Without thinking of what he was doing Sirius leapt up off the floor, face set in a snarl and hands gripping around James' wrist.

"Why don't I show you what could possibly be so bad?" The words feel out in a nasty hiss and both boys felt blood rush to their cheeks, Sirius with pure anger and James with embarrassment, he seemed to have pushed it too far and now Sirius had cracked. Anger. Anger is good for a Black. It overrides fear, and pain, and everything else that a Black should not be feeling. Sirius knew his grip was just that little too tight on James' wrist, he clocked the cautious glances from all the students in the Common Room watching him storm out through the portrait hole, deaf to the despairing cries of the prefects and by the time they reached the abandoned classroom where their Boggart was hiding he knew there'd be a nasty raw ring around James' wrist. Serves him right, if he wants to see the pain I'm going to be in then he has to take some of his own.

"Sirius!" James complained several times on the way but to no real avail.

By the time they reached the classroom door Sirius was shaking like a gillyweed addict who hadn't gotten his fix. Hot bile was creeping up past his gag reflex, spilling into his mouth – it was the same every time.

"Sirius, man, you don't have to do this . . ." James support was drowned out by the retching sounds Sirius made as the vomit gathering in his throat was deposited on the marble corridor floor. In a twisted sense Sirius was happy it didn't spoil his shoes.

"I do." He mumbled then, "I do!" He forced himself upright and with a whispered alohamora let himself into the gloomy classroom.

Everything had been left the same as it was when the whole class had come up during their lesson the previous day. Desks were pushed to the sides and stacked on top of the other to make room to manoeuvre, the chairs were the same. Peeling pictures were coming unstuck from the walls, the boys could see the yellowing parchment swaying from the draught they had let in, beckoning them closer to-

"It's in there." James nodded vaguely over to a large wardrobe. It too was wearing the cruel signs of little use and age. Both boys jumped as it began to shake violently, as the Boggart inside began to stir. "Sirius, I was just worried, you don't have to do this! Look at me!" James had to resist the temptation to shake the other boys when he pulled his shoulders so he was facing him and had no choice but to keep eye contact. "I just want to know what it is that makes you like this! You can tell me." He voice dropped to a comforting whisper.

"Seeing," Sirius inhaled deeply to still his shaking, "Is believing."

He slipped out of James' hands and took the few hardest steps he had ever had to make, legs dead and refusing to bend. I can't, I can't, I can't a delirious babble of fear coursed through his head as the wardrobe door clicked open and it swung slowly open. Sirius couldn't pinpoint the moment when his wand found its way into his sweaty hand shaking hand, or when he started to grip it like his like depended on it. Sirius' eyes fell shut but he could still hear. The soft click of his boots as they made contact with the stone floor, the quiet swish of a black cloak the sound of his wand being drawn slowly and purposefully and no, no, NO! The sound of his voice as he spoke out, his words stabbing like daggers in Sirius' heart,

"Why, open your eyes my son don't you want to see how incredibly proud you've made your father?"

He was close now; cold breath blew a pattern on Sirius' cheek. He jumped as the freezing length of a wand slid down his face, "It's for your own good Sirius, don't you want to make your mother and I proud?" Without opening his eyes Sirius nodded stiffly, either answer would have the same outcome in the end, he had the scares to prove it. Suddenly the wand was removed and Sirius' neck clicked sharply as the flat of his father's palm collided with his cheek. "Open your eyes Sirius. I want to see the fear in them. The one scared Gryffindor."

Sirius inched his eyelids open, allowing the tears of pain to spill down his cheeks, they felt hot and wet and real but so did the icy body in front of him. Looking into his father's eyes was as painful as someone tightening a knot around his gut. They burned bright silver with fury the way they always did when Sirius had done something wrong and Sirius knew what would follow, what would leave him bloody and bruised and hidden. To the untrained eye they looked very alike but not to Sirius, he had spent the best part of a week, after a particularly dark curse left him bedridden, comparing he face to a picture of his father in his mirror. They both had the same dark, glossy hair, even at his father's age it was still sleek and to be envied but while his father cut his short Sirius refused to trim anything but his fringe and even that he liked to keep longer than most. Their jaw lines, Sirius noticed the girls admired his, the perfect length and slightly angular, but his father's had a sharper edge to it, maybe it was just the way it looked when he gave Sirius one of his distasteful looks. Their noses and lips, Sirius found his again, less angular and his lips seemed to have more colour, he looked more human. And their eyes. Sirius prayed he didn't share his father's eyes.

"Sirius! Riddikulus!" James had found his voice at last although to Sirius it sounded faded and far away, "Sirius! Something funny!"

There is nothing funny about this.

It dawned on Sirius, as his Boggart father spoke more cruel words and reined another blow on his face. He had never fought this before, how could a six year old boy stand up to a fully grown man? Sirius never realised he should have tried, buthe never even called out for help.

"You can't beat me Sirius." His father had started circling him, wallowing in his blind spots, "I beat you until you learn your lesson and I'm sorry but you've been a very bad child."

Everything happened at once, Sirius saw in his peripheral vision, his father draw his wand but then warm hand grabbed his shoulders and he was pushed out of the way. Blinking in shock he saw his boggart-father disappear with a crack and was surprised at the indignant feeling that flushed through him. I'm supposed to deal with this!

"James!" He pushed his friend back and couldn't help the jolt of fear as his father, face twisted in an angry snarl, appeared before him again. Something funny – no, no, no, no – FUNNY! And then it hit him, something he had been musing on for weeks now, but daren't think about in polite company because he'd laugh too much . . .

"RIDDIKULUS!"

Sirius had shut his eyes again but opened them to the sound of James' raucous laughter. There, crawling back into the wardrobe was a very angry, very bald, Severus Snape. Deciding he was happy to let James do the laughing for him, Sirius collapsed on the floor, tired, but not beaten.

I beat you.

You'll learn your lesson.

A/N: hey guys :) hope you enjoyed reading that. it was the result of a few rough days at the start of my school holidays where things just weren't working with a few of my friends and i and i had to go sort it out face to face with them rather than hiding behind facebook. i decided later that walking down the street to go see my best friend was one of the scariest things i ever had to do in my entire life and that includes protecting my friends from a burglar - heroic right? anyway, it got me thinking about what some HP characters would be scared of and this idea stuck with me probably a little more than it should've so i wrote it and got it all out of my system!

this has been beta-ed by the amazing Mercy'sFoundaWayforMe i would heartily recommend you go and read some of her stories, because they're fabulous :)

review?