DISCLAIMER: I do not own any of the Harry Potter characters seen in this story, nor do I own any of the places, sports, or Houses. Furthermore, I do not own the copyright to the song "Change (In the House of Flies)." Please, stop plagiarism.

WARNING: This is a slash fic, meaning male/male relationships. If that offends you in any way, please do not read this. I accept criticism, either good or bad. In fact, please criticize me; I want to become a better writer, but any flames based on ignorance or intolerance are unwanted and uncalled for.

Now, without any further ado...

I WATCHED A CHANGE

CHAPTER 1: CHANGE (IN THE HOUSE OF FLIES)

How am I ever going to hide this, thirteen year-old Remus Lupin thought to himself as he surveyed his tired reflection in the mirror of the dormitory, and groaned.

His pale, near-white face was completely devoid of any color as his skin clung to his narrow cheeks, while his reedy, brown hair stuck to his forehead, matted with dried sweat. A few loose strands hanging down over his dark, amber-colored eyes, Remus couldn't help but look at the bags that had formed under them, besmirching his ivory skin with blotches of dull grey. His thin lips, chapped and cracking, were set in a dreary, fearful frown as he looked over the rest of his scarred, white torso and the way his emaciated frame allowed him to count every one of his ribs as they quivered behind his paper-like skin. But what truly drew Remus's eyes were the four long gashes that ripped the flesh around the left side of his rib cage wide open, staining the white with the dull crimson of dry blood. Four more scars would soon be added to his collection as they punctuated his body, leaving a myriad of varying black, brown, and red marks all over.

"Ah," he grimaced as he lightly touched the topmost clawmark with his right hand, immediately feeling a sharp pain as he retracted his hand, the tips of his fingers covered in new blood, "How am I going to explain this one away? Last night was the worst transformation I've ever gone through. And the most painful."

I watched you change

Into a fly

The memories had been seared into his mind forever. He remembered telling his friends that his mother had fallen ill again and that he would be leaving right away, and the pain that filled his heart as he flat-out lied to his best friends. He couldn't tell them the truth, though, What would they say if they found out? What would they do? What would... His heart skipped a beat as he thought, What would Sirius say? He felt a horrible rumble in his stomach as he thought of that boy; the boy with that ebony hair and piercing, blue eyes, the boy who seemed so cool and collected in the face of danger, the boy whom he truly cared about.

Remus recalled the day he had first met the illustrious Sirius Black back on the Hogwarts Express in their first year, along with James Potter and Peter Pettigrew. They had probably been the most mismatched bunch of first-years that ever met. James was impulsive and foolhardy, Sirius was insidious yet brave, Remus was smart and quiet, and Peter was jittery and neurotic, but, somehow, they had all managed to become such good friends in such a short amount of time. Granted, they had all been sorted into Gryffindor and shared a dormitory, but there was more to it than that. They had enjoyed each other's company, and had even managed to wreak a good amount of havoc on the school during the past two years. Now, they were in their third year at Hogwarts, and everything they had accomplished, the bonds they had created, were in jeopardy of falling apart.

Yesterday afternoon, as the sun began to set over the forest horizon, young Lupin had quickly left Gryffindor Tower and met Madam Pomfrey in the Entrance Hall, noticing that her grey hair was absolutely dishevelled and she appeared to not have slept in days. Ignoring this fact for the time being, he took great strides across the grounds as he moved towards a colossal tree on the edge of the Forbidden Forest. He knew it all too well; it's hanging branches that rustled in the gentle, twilight breeze as they flexed like muscles, ready to lash out at anything. The Whomping Willow. Though a humbling sight, Madam Pomfrey grabbed her wand and sent a jet of bright, blue light towards a knot at the willow's trunk. Immediately, the great limbs seized, becoming rigid for a moment before going limp and drooping to the earth below.

"Run," she had said as soon as it was safe to approach the arbor sentinel, and he did. He ran down the small gap in the giant roots, finding a long tunnel as he moved as swift as his legs would take him. Before long, though, he had reached that heavy, wooden door and rammed it with his shoulder. Finding himself inside his sanctuary, the Shrieking Shack, Remus bolted the door and stripped himself of his clothing. As he stood naked, his body being buffeted by the chilling air that swept through the house, night had fallen outside and, slowly, the dreaded moonlight filtered through the rotten ceiling, through the cracks in the wood, and bathed the boy's skin in a lurid, white light.

The transformation was, as always, nearly unbearable. As the light perforated his being, young Remus could feel his pupils dilate, allowing in such a blinding amount of luminescence that tears immediately began to well up in his eyes in an attempt to blot out the light. Within moments, his hands had gone rigid and began shaking. Then, his forearms. Then, his chest. His hips. His legs. His head. Then, the true pain began. The young man's arms and legs began to lengthen, causing the bones within to snap and reform. Unable to support his weight on his broken limbs, Lupin fell to his knees, wracked with agony. His head soon began to lengthen into a snout, his skull splitting and changing shape as his teeth grew into sharp, ivory daggers. The jolts of pain had travelled down his spine, which also began to tear itself apart as the change took place. He barely noticed as plumes of coarse, grey hair sprouted from his face, his back, and his hands, which had now begun to curl into massive clawed paws. His shoulders hunching with the weight of the added muscle on his formerly lithe frame, poor Remus could do nothing to help himself as he curled up in pain, his paws clutching his stomach as if willing it all to end. He didn't want this. He wanted it to stop. He wanted to die.

Then, the pain stopped.

Remus rose to his feet, and opened his eyes, which retained a thin, amber line around the deep black of his pupil. He remembered thinking as he looked up through the cracked wood of the ceiling and into the pure moonlight that shone down, So beautiful. The great, dark blue sky was dotted with tiny specks of silver that danced around the lunar body, as if heaven itself was in a marvelous celebration. He looked around the room and noticed every little detail there was; the little spiders that shuffled across the cracked and splintered wooden floor, their miniscule footsteps sending up little clouds of dust as they moved. The colors, they were just so magnificently overwhelming.

Then, the bloodlust set in.

I looked away

You were on fire

In the blink of an eye, there were no more colors, just the myriad shades of black, white, and grey that only canines could see. In an absence of thought, there was no more Remus Lupin, but the savage, primal thoughts of an untamed beast. There was no room for debate as the creature peered around: he needed blood. In a flash, the bowlegged animal ran towards the wooden, entrance door, clawing and biting at the unrelenting barrier. Within moments, he smelled it; the stench of a wizard. That in mind, it slowly circled the room, its paws stomping on the floor, sending up great clouds of dust that swirled around the premises. Must have blood, he thought to himself as he sank his jaws into his right forearm, must have meat... flesh... Biting through the pain, the creature ravished the metallic taste of blood running down his throat, sadistically savoring the flavor as he bit down harder. When satiated with one arm, he detached his jaw and, using his bitten arm, quickly slashed under his left rib cage, and gasped as he licked up the blood that had spilled on the floor. The beast wouldn't be satisfied, however, and gazed up at the moon, now a sharp, white disk against the endless black of the sky where tiny specks of white would shimmer, as if laughing at him.

The werewolf howled.

Remus shuddered as the echo of that resounding howl rang through his skull. He opened his eyes once again and was met with his reflection in the mirror, staring back at him with dark, deadened eyes.

Pull yourself together, Remus, he inwardly scorned himself as he glided over to his trunk, Madam Pomfrey got you back here today, and I should go to class. If I don't, I'll just mope around here and think about last night. Opening the trunk, he grabbed his clothing for the day: his trousers, socks, shoes, boxers, white shirt, grey pullover, tie, and black robes. He smiled to himself as he prepared to get dressed, Well, if nothing else goes right with my life, at least my trunk is organized.

"Bloody hell, Remus! I didn't need to see that!"

The scrawny boy turned around, his heart jumping at the reddened face of Sirius Black, a hand on his face to cover his eyes and the other clutching his red covers over his waist.

His face steadily becoming more red, Sirius shouted, "Do you mind getting some clothes on!?"

Remus took that one moment to look down at himself, and felt completely embarassed when he realized that he was still stark naked. A hint of pink slowly returning to his exposed flesh, he took the red boxers he had grabbed from his trunk and slipped them on, inwardly sighing at the warmth that immediately clung to his nether-regions. Grabbing his white shirt and buttoning it up, he spoke in a hoarse, raspy voice, "Alright, Sirius, I'm not naked anymore. You can open your eyes." In his mind, though, he mused, Sirius Black just saw me naked. Awesome.

I watched a change in you

It's like you never had wings

He didn't remember the first time he noticed Sirius as anything more than a friend, but he knew the feeling was there. It could have been the several times during their first year when Sirius would pretend to help Remus to his class, though it was clear that he had no idea where he was going, or it could have been that time during their second year when Peeves had made him drop all his books, and then Sirius came to the rescue, cursed the poltergeist, and helped pick up the books. While the exact moment remained a mystery, it was definitely clear in the way that Remus would look at his friend, the way he would blush and begin to speak a mile a minute, or the way he would become so clumsy that he would walk into walls or doors (he still had a sizeable bump on his forehead from walking into a tree on the grounds). He had a crush.

"Anyway, how's your mum, Remus," Sirius asked as he got out of bed and stretched, his tan stomach peeking out from under his pale blue t-shirt.

"What are you talking about," Remus asked, slightly curious, before remembering his lie and adding in a low, almost inaudible mumble, "Oh yeah. She's... she's fine."

Nodding his head in a nonchalant motion, Black walked around to Lupin before quickly noticing, "Wait a minute, what's that?"

Remus answered, "What?"

"That," Sirius emphasized, pointing at the side of the scrawny boy's white shirt. Looking over, Remus took a sharp intake of breath at what he saw. The blood from the clawmarks in his side was seeping through and staining the shirt, changing the perfect, crisp white to a wet shade of deep crimson. Sirius, his eyes wide, asked, "Blimey, Remus. Are you bleeding!?"

Now you feel so alive

I've watched you change

Hurriedly slipping on his trousers and grabbing the rest of his clothing, Remus bolted towards the door, muttering quickly, "Nope. Not at all. Getting changed in common room. See you at breakfast. Bye." Slamming the door behind him, the tawny-haired lad left his crush there without another word, breathing a sigh of relief as a pang of guilt pounded his heart, I can't hide it forever. Pretty soon, they're going to put two and two together and find out about this whole thing. I can't keep lying to them because, frankly, I suck at lying. What am I going to do? If word of this gets out... we're finished.

----------

"Remus, are you going to tell me what's going on or not?"

"I told you already. When I was coming back from my mother's I cut my side on the gate. How many times do I have to tell you?"

"Until you stop lying to me."

"I'm not lying to you, Sirius. I'm telling you what happened."

"Well, I don't believe you. Where have you gotten all these other scars from? They can't all be grazes with the school gates."

"I don't have to listen to this."

"Remus..."

"Mind your own bloody business and leave me the hell alone! I'll see you in Potions."

Slamming a thick tome shut and rattling the glasses of pumpkin juice on the table, Remus shoved the book into his bag and rose from his chair, stalking down the long, central aisle and staggered in midstep before slowing his pace for a moment. Then, he quickened again and headed out the huge Great Hall doors. Sirius, his mouth agape at having been spoken to that way by the normally dry-witted Remus Lupin, was roused from his stupor by a low, impressed whistle from behind. Turning on his chair and facing his two other friends, James Potter and Peter Pettigrew, he ducked his head down closer to the table to avoid looking conspicuous.

I took you home

Set you on glass

"James, Peter," Sirius began as he whispered, "have you noticed anything strange going on with Remus?"

James, his brown eyes flashing behind his glasses and a tuft of unruly, jet-black hair, answered with a grin, "He hangs out with us. Of course he's strange."

"That's not what I mean and you damn well know it," Black hissed, annoyance and anger creeping into his voice, "I mean, haven't you noticed that his mother always seems to fall sick every month without fail?"

James muttered under his breath, "Probably has major PMS," before chuckling to himself, not even noticing as a redheaded girl slowly swivelled around, her piercing green eyes locking with Potter's.

She spoke with a deep clarity, but injected every word with venom, "What did you say, Potter?" She threw him a glare that, if the world were just, would have killed him on the spot.

"Nothing, Evans," James retorted, a glimmer of fear seeping into his eyes as he tried to remain resolute in the face of death herself.

Lily Evans turned back around, casting James one, last, icy glare before muttering, "I thought so." James let out a breath he had forgotten that he had been holding.

Peter, his dirty blond hair falling around his grinning, mousy face, chuckled, "Nice one, James. Really smooth."

"If you two would shut up for just a moment," Sirius interrupted, his voice becoming impatient, "I'm trying to find out what's wrong with Remus. He's steadily been looking worse and worse. I mean, he's so pale now. And," he lowered his voice to a barely recognizable whisper, "this morning, I saw a lot of blood seeping out of his side."

I pulled off your wings

Then I laughed

"Are you sure it was blood," Peter asked, suddenly very rapt in Sirius's story.

"Oh no, Peter. It was just some ketchup he had spilled the day before and he hadn't bothered to clean it up," he replied sarcastically, before adding heatedly, "Of course I'm sure!"

James, who had been thinking quietly on the subject, spoke up, "Well, we're going to see him in Slughorn's class, right? We can ask him about it then."

"Don't be too sure," Sirius responded grimly, "I've been asking him about it and look where it's got me. He bloody told me off. Remus Lupin, the most level-headed boy I've known, lost it."

James, tilting his head to the side, asked curiously, "I can understand that Remus's behavior has been strange, Sirius, but I don't get one thing."

"What's that," he asked in reply, raising an eyebrow.

"Why are you so intent on finding out what Remus is hiding? I mean, does he mean that much to you," James asked, a purely inquisitive look on his face.

Biting his lip, Sirius opened his mouth to answer, but quickly closed it again as he thought, He means the world to me, but I can't tell them that. He only managed to choke out, "Yes, he does."

I watched a change in you

It's like you never had wings

To be completely honest, Sirius Black never really knew the exact moment when he had developed a crush on the witty bookworm, Remus Lupin. It could have been the several times during first year when Remus helped him with his Transfiguration or Defense homework, all while wearing that cute smile on his tired face, or it could have been the adorable way he blushed whenever they brushed hands in the hallway. Whatever it was, it was definitely clear in his mind: he had a major thing for the tawny-haired boy. But still, there was just one, little thing that clouded Sirius's mind with doubt; Why was he lying?

What could possibly be so bad that Remus would lie to me, he thought as he twisted the golden fork in his scrambled eggs on his plate, I'm just worried about him. What if, one day, he doesn't come back? What then? As these questions stewed in his mind, he didn't even notice as Peter spoke to him, and jumped when he felt a finger prod him in his side. Whipping his head around, he came face to face with his chubby-faced roommate as he asked, "What did you say?"

Now you feel so alive

I've watched you change

It's like you never had wings

"I asked if you were going to finish that," Peter queried, his mouth full as he stared down at the food on Sirius's plate.

Pushing the plate over to his friend, he replied distractedly, "Oh, no. Go ahead and take it."

Not even noticing as Peter snatched his plate away and began to feast once again, Sirius stared off into space, thinking to himself, Can it really be that bad?

----------

Why did I say that to him, Remus asked himself as he stood at his Potions table, looking through the dimly-lit space at Sirius, who was busy gathering the ingredients for today's potion, the Shrinking Solution, I know exactly why. It's because I don't want him to run off and blab to everyone else. But Sirius wouldn't do that. It's more along the lines that I don't want him thinking that I'm just a mangy, bloodthirsty werewolf. The clawmarks in his side twinged with a piercing pain at that last thought, and he could feel the blood slowly trickling against his skin, creating a nauseating feeling of tickled giddiness and confused fatigue, But I am, arent' I?

"Oy, Remus!"

He slowly jerked, roused from his stupor, and was met with James's large, brown eyes looking straight into his. The werewolf replied, rubbing his tired eyes, "Oh! Sorry, James. What was that?"

"I asked you to hand me the daisy roots so I can cut them up," James repeated, holding up the gleaming knife in his hand and looking strangely maniacal.

"Oh, yeah sure," Remus answered, grabbing a bundle of the brown roots Sirius had brought over, and laying them out in front of his friend before getting out of the way. If there was one thing he had remembered in the past two or so years, it was to never be around James when he had a sharp object. This proved to be a good idea, because, as soon as Remus moved away, the bespectacled Potter began a cutting frenzy, slamming the knife against the table and completely mutilating the roots, which were supposed to be cut into neat strips.

I look at the cross

Then I look away

Looking at the moistened remains of the roots, Sirius barked sarcastically and clapped slowly, "Nicely done, James. Bravo."

His face red and stained with greenish brown drips, James responded, "Oops," before bursting out laughing. Sirius, Peter, and Remus followed suit, receiving several looks from their classmates and Professor Slughorn himself, his large, grey moustache rustling as he sighed.

"Oh my goodness," Peter said, grinning widely as he pointed at James's knife, "you knocked the blade off, you idiot!" It was true; the only thing that remained of the knife was its wooden handle, the blade having flown off during the wild frenzy.

"Bloody hell," James muttered under his breath, before looking over to Remus and asking, "Hey, Remus, can you hand me that other knife at the end of the table?" He pointed the handle towards another gleaming knife lying on the wooden tabletop, the blade glimmering in the flickering torchlight of the dungeon.

Grasping the handle so that the blade was facing towards him, he handed the knife to James, who obligingly took it and said, "Thanks a lot."

I give you the gun

Blow me away

Tugging the handle away quickly, the blade bit into Remus's palm, thoroughly slicing it wide open. He grunted, cradling his hand as blood freely began to flow onto his skin, staining his ivory flesh with a sharp scarlet. Then, to his curiosity, the two severed flaps of skin began to turn a light grey, as if the flesh were rapidly dying. That's strange, he said to himself, the only time that ever happens is when...

He froze, his terrified gaze now moving towards the bloodstained knife James was holding. The silver knife.

----------

Why do I hang out with these morons, Sirius thought affectionately as he looked around at the other three. There was Peter, that stupid grin still on his face as he watched James with hero-worship, his eyes so wide that they were in danger of popping out of his skull. Then, there was James, the wet splotches from the roots staining his face as he smirked happily, his usual demeanor when he wasn't planning a prank on Snape or the other Slytherins, holding a bloodstained knife... Wait a minute, bloodstained, he thought to himself as he stepped forward, grabbing James's knife arm and inspecting for any lacerations.

I watched a change in you

It's like you never had wings

Now you feel so alive

I've watched you change

"What the hell are you doing," Potter asked indignantly, his wrist in Sirius's quivering hand.

He merely answered, "The blood. Where did the blood come from!?"

"What blood," James laughed wholeheartedly before looking at the razor-edged knife, a trickle of red blood coating the blade, which quickly turned to a dull grey and solidified, "What the hell...? Remus...?" He turned around and gasped at what he saw.

You feel alive

Sirius followed his gaze, his face draining with horror at the sight he faced.

You feel alive

Peter, finally catching on that something was amiss, stood up on his tiptoes. Looking down at Remus, he gave a shout that resounded off of the dungeon walls, causing everyone to jump and turn.

You feel alive

It was a terrible sight. Remus had hunched over, shaking and clutching his withered, greying hand, erratic breaths escaping his form as he kept his face down, his sweaty, brown hair masking his expression. Those thin legs were rattling underneath his weight, as if struggling to remain upright on the stone floor as he shook more violently and then wretched, covering the dungeon ground with bloody, red vomit. Stepping back a few more paces, the three of them gasped even more as Remus looked up. The blue and red veins and arteries had swollen, allowing one to see the blood pumping through his head as they stood out against his now white skin, glistening with beads of sweat and all color having left it completely. His eyes, watering with such harrowing pain, opened once and then closed once more as he doubled over further, though never lowering his head as drips of bile cascaded from his face onto the floor, joining the already significant puddle. He then opened up his eyes again and locked a gaze with Sirius.

"H... help me... he... help m... me," he gasped pathetically, as if each word caused even more agony. Then, without warning, he fell to his knees, his eyes becoming dim as he whispered once more, though in perfect clarity, "Please, help me... ...Sirius." With that, he fell onto his face with a disgusting squelch as his robes slapped the puddle of vomit, and was still.

I've watched you change

It's like you never had wings

The only sound that could be heard in the still dungeon was Professor Slughorn's worried voice as he pushed through his students, ordering in an uncharacteristically harsh tone, "Out of the way! Let me through! I need to get through! Move, now!"

Then, Sirius let out a breath he realized he had been holding as he thought, Is this what Remus was trying to hide from me? What the hell is happening to him? He looked in such pain as he looked up at me and said... Bloody hell, he asked me to help him! Breaking from his trance, he sprang forward and grabbed at Remus's side, flipping him onto his back and drawing him close, ignoring the tears that now stung his face as he continuously muttered, "Remus, please don't die! Stay with me, Remus!" He attempted to listen for any sound of life from his fallen friend, any sound of an inhale or an exhale, and clutched him even closer in an attempt to hear a heartbeat, but couldn't discern between his own and Remus's. After an eternity of stillness, he jumped as he felt a comforting hand on his back, turning around to see Professor Slughorn's worried face.

You changed

"Mr. Black, if you will please help me carry Mr. Lupin to the hospital wing," the professor requested, his face steadily becoming red with anxiety, "I'm sure Madam Pomfrey can do something for him."

Slowly, he spoke in a quivering voice, "Is he dead?"

You changed

Professor Slughorn slowly got to his knees, grabbing one of the ailing Lupin's arms and throwing it over his own shoulder, grimacing as some of the bloody bile dribbled onto his robes. He rose and grunted, "No, but we have to hurry to the hospital wing. If you will..." He then turned and ordered, "Potter, Pettigrew, make sure everyone gets their work areas cleaned up. Class is over."

Then, the two of them, Slughorn and Sirius, set off through the heavy, wooden door of the dungeon, Remus held between them looking dead and bloody. The only thing young Black could think as the chatter of the Potions classroom grew farther and farther was, Remus, please don't die. Don't die on me, Remus. Please, don't be dead...

You changed

-----END OF CHAPTER 1-----