DISCLAIMER: I do not own any of these HP characters or settings.

"What the fuck are you doing?" Sirius fumed.

"Excuse you?" Remus replied calmly. "I don't know what you're talking about."

Sirius snorted and turned around to face the door of the classroom they were in, dragging his hands through his hair roughly and breathing heavily.

Sighing silently, Remus took a seat at one of the desks and looked around the empty room, half-ignoring the now pacing Sirius. He noticed that Sirius was muttering something under his breath but he couldn't quite decipher the mumbled words. Instead, he sat patiently and thought back to the events that led to their situation...

:: … ::

"How about meeting up this Friday, if you are not busy? You know, to study," Emmeline murmured, smiling flirtatiously and stroking his arm.

Remus glanced down at the feminine hand on his bicep before he looked up at his study friend and smiled tightly. "Maybe. I don't know what I'm doing on Friday. But I'll ge—"

He didn't get to finish his sentence as he was suddenly dragged down the hallway and thrown into an empty classroom. He didn't have time to shout at Sirius for being so rude as the ex-Black had already locked the door and begun shouting at Remus by the time he understood what was happening: "What the fuck are you doing?"

:: … ::

Remus watched as Sirius paced, knowing that the Animagus had concocted some convoluted and outlandish story in his head. But it wasn't as bad as it seemed, Remus knew. Emmeline was just being her usual flirtatious self.

Outside, he could hear faint chatter. He recognised the voices as belonging to James and Lily but, much like Sirius's mumbling, he couldn't quite understand their muffled words as Sirius had not only locked the door but had also placed a hasty silencing charm on it so that no one in the surrounding vicinity would be able to hear what they were saying. Or what they would be saying if Sirius wasn't pacing and Remus wasn't sitting silently.

Remus glanced at his wristwatch.

Sirius had been pacing for well over five minutes and Remus was, quite frankly, getting bored. He released a long sigh but Sirius didn't seem to notice. Sighing again, quieter this time, Remus rested his elbow on the desk and continued to watch Sirius pace.

After a few more minutes, he finally spoke, "What's wrong, Sirius?"

Truth be told, he had a fairly good idea as to what was wrong with Sirius. He could read Sirius like a book sometimes but it was obvious to anyone that Sirius was pissed off. However, only a few (himself, the Marauders, and Lily) knew why Sirius was so pissed off.

Sirius stopped pacing abruptly and whirled around to face Remus. "What's wrong?" he repeated disbelievingly. "What's wrong?!" He scoffed and shook his head faintly, looking away. He bit his lip and took a few moments before he looked back at Remus, seemingly much calmer except from the wild anger in his grey eyes. "What do you think is wrong, Remus?"

Remus swallowed and shrugged. "I don't know," he lied.

"Yes you fucking do!" Sirius snapped. "You know exactly what is wrong." He took deep breath before he asked, "What were you doing out there?"

Remus studied his friend, noting the tenseness in Sirius's shoulder and hearing the thinly-veiled anger that had seeped into Sirius's voice. He looked Sirius up and down before replying coolly, "I'm just doing what you're doing."

Sirius frowned, confused. "What I'm doing?"

"I believe you called it 'harmless flirting'?" he replied, raising an eyebrow smugly.

"Oh, yeah. Really harmless, that was!"

"It was literally what you do," Remus snapped. "Oh, wait; apart from I didn't kiss her," he added, glaring at Sirius.

"Remus," Sirius groaned, looking away, "I didn't kiss Mary. She kissed me—"

Remus snorted derisively and muttered, "Sure," before he stood up from his chair and began slowly walking towards Sirius. The movement made Sirius look up and their eyes locked as Remus stalked closer and Sirius stayed where he was. Remus stopped when he was within touching distance of Sirius. "What is it, Sirius?" he asked, looking the ex-Black in the eye defiantly. "You're allowed to but I'm not?"

Sirius frowned and looked down at Remus's tie, seemingly trying to get his erratic breathing under control. He seemed to be thinking, so Remus just stared at him, trying to decipher the multitude of emotions crossing Sirius's aristocratic features.

Finally, Sirius spoke, "I'm a flirty person, Remus. People expect it from me. But you..." He looked Remus in the eye again. "You don't flirt. When you flirt, people believe you're interested in them."

Remus frowned. "And? People think they have a chance with you when you flirt," he pointed out, watching Sirius carefully. His friend was acting strange – almost scared... "What's the difference?"

"They don't have a chance with me," Sirius replied quietly. "That's the difference."

Remus's frown deepened. "What?" He was confused now; Sirius wasn't making any sense. "They don't have—"

"Yes, they do!" Sirius interrupted, grey eyes wide. "Don't you get it, Remus? You're... You're bloody amazing. You could have anyone." He sighed then inhaled slowly. "What if you find someone who deserves you, and then you realise that they're better? What if you realise that you deserve better? And then... Then they take you away, and you leave me? And you're happy, but me, I'm not because I couldn't keep the one thing that makes sense in this fucked up life of mine!"

Remus stared at Sirius, feeling overwhelmed and absolutely astonished. It was a lot to take in. Sirius had never voiced any of these worries before and Remus felt like a monumental moron from for not realising that this was how his more-than-friend felt. Wasn't he supposed to be the one who could read Sirius like a book? Wasn't he supposed to know Sirius and his inner thoughts?

Remus thought about Sirius's words. He had never thought he was 'amazing' or that he deserved better. In fact, he believed that Sirius could do so much better than a werewolf with an uncertain future and a life full of prejudices. Truth be told, he thought that Sirius flirted so much so that he could find someone better.

Remus was brought out of his thoughts by Sirius's attempts to steady his rapid breathing. He looked into grey eyes and finally saw Sirius. The real Sirius. Not the fun-loving Padfoot, but the vulnerable Sirius Black who had been abandoned by his family and had only known love from his chosen family at Hogwarts.

"Remus, when I flirt, it's meaningless. People know that," Sirius continued. "But you... You'll realise that there are so many people out there – better people that deserve you. And you'll... You'll realise how fucked up I am, and then you'll leave me. And I won't be able to do anything about it because I know you deserve more." He sighed. "I just... I don't – I cannot lose you, Remus. I just can't." He frowned and bit his lip. "Remus, I... I-I need you," he stuttered and looked down.

Remus froze, unsure of what to do. He had never been in this type of situation before. He had never been needed before. Loved? Maybe. But needed? No.

He watched as Sirius shuffled his feet, fidgeting nervously, and he couldn't help but feel as though Sirius looked like a terrified child. He looked so scared, so vulnerable, that it made Remus feel guilty because he knew that no one – or at least very few people – had seen this side of Sirius before; the side that feared rejection and knew the same loneliness that Remus knew.

He stepped forward and ducked his head, trying to catch Sirius's gaze but failing as Sirius stared resolutely at the floor. After a moment, he cupped Sirius's face in his hands and forced his head up to look at him. Grey eyes remained looking anywhere but at Remus.

"Sirius, look at me," he demanded softly.

Sirius obliged and worried grey eyes met determined hazel-amber.

"Sirius, I..." he trailed off, wondering what the hell to say.

Hope and worry flitted through grey eyes. Remus felt elegant hands wrapping around his wrists, pulling him closer, and he lowered his head as Sirius tilted his face up. Their lips met halfway in a simple brush, gentle and soft but full of emotion. A kiss that, for Remus, conveyed his intent to stay; a kiss that showed that he wasn't going to leave Sirius now.

After a moment, he pulled back and rested his forehead against Sirius's, staring into blurry grey eyes. He needed Sirius to know that he didn't feel any different; that even after seeing this new side of Sirius, he wasn't going to leave. In fact, if anything, he felt closer to Sirius.

Closing his eyes, he focused on Sirius. He noticed that Sirius was trembling slightly, and he could feel Sirius's shallow breath against his lips. He could feel Sirius's hands gripping his wrists tight, as if he were afraid that Remus would fade away or leave at any second. It was weird for Remus to realise that he was the reason that Sirius felt all of this. It was surreal that someone needed him so much – that Sirius was so scared to lose him. He ran his thumb over Sirius's lips and felt Sirius's tension slowly drain away.

"I need you, too," Remus spoke quietly, not wanting to disturb the moment too much. "And I'm sorry."

Sirius pulled back slightly, staring into hazel-amber eyes for a long moment before he nodded and smiled. The worry and the anger and the confusion all left his face as he stared at Remus, and Remus felt hopeful that he had gotten his point across. He wasn't going to leave Sirius, and he thought that maybe Sirius knew that; that Sirius understood that Remus needed him as much as he needed Remus.

Written: July, 2016
Rewritten: July, 2018