Without surprise, Arithmancy had quickly become Tilly's favorite class. For many students, Defense Against the Dark Arts had become what they enjoy the most, those like Harry and Ron. Tilly enjoyed the class immensely as well, and it had climbed its way into her top three favorite classes; Arithmancy, Transfigurations, and Defense Against the Dark Arts. Barely anyone had anything negative to say about the class either, only Draco Malfoy and his band of followers had bad things to say about Professor Lupin. 

"Look at the state of his robes," Malfoy would say in a loud whisper as Professor Lupin passed. "He dresses like our old house-elf."

"You must be referring to the house-elf that Harry managed to trick your father into freeing, right Malfoy?" Tilly would say just to get on his nerves when she'd hear him talk bad about the way Professor Lupin dressed. "Also, since when do you care so much about fashion? Perhaps I'll get my mum to send you a copy of Vogue or Fashion Weekly."

His best friend, Daisy Morgenstern, had started to become noticeably annoyed and bothered by the things Draco would say about Professor Lupin when she was around him. Daisy had taken a strong liking to Professor Lupin and respected a lot, Tilly could tell that she respected him as much as she did by the way she sat and listened while he spoke to the class. It got to the point where when Malfoy would decide to say something negative about the class or Lupin he'd not only be insulted by Matilda but scolded by Daisy as well.

No one else cared that Professor Lupin's robes were patched and frayed. His next few lessons were just as interesting as the first. After boggarts, they studied Red Caps, nasty little goblinlike creatures that lurked wherever there had been bloodshed: in the dungeons of the castles and the potholes of deserted battlefields, waiting to bludgeon those who had gotten lost. Padma Patil and Seamus Finnigan were not a fan of these creatures. From Red Caps they moved on to kappas, creepy water-dwellers that looked like scaly monkeys, with webbed hands itching to strangle unwitting waders in their ponds. Daisy who everyone now knew was afraid of the water sunk into her seat as Professor Lupin talked about the kappas.

Tilly enjoyed having all the classes she did, but she only wished that the Professors wouldn't make her run around the entire castle just to sit and listen to them give a lecture and assign homework that she could have finished in five minutes. Worst of all was Potions, even though she excelled in that class it was only due to her grades. Snape was in a particularly vindictive mood these days, and no one was in any doubt why. The story of the boggart assuming Snape's shape, and the way that Neville had dressed it in his grandmother's clothes, had traveled through the school like wildfire. Snape didn't seem to find it funny. His eyes flashed menacingly at the very mention of Lupin's name, and he was bullying Neville worse than ever which had resulted in Snape and Matilda arguing even more than they already do.

Tilly was also growing bored of the hours she spent in Trelawney's stifling tower room, deciphering lopsided shapes and symbols, trying to ignore the constant lecture she got for not believing in the things she found. Tilly couldn't like Divinations, especially when there were more accurate classes like Arithmancy that she was taking.

Nobody really liked Care of Magical Creatures, which, after the action-packed first class, had become extremely dull. Hagrid seemed to have lost his confidence. They were now spending lesson after lesson learning how to look after flobberworms, which had to be some of the most boring creatures in existence.

"Why would anyone want to look after these things?" said Hermione who often sat with Matilda. She poked at the shredded lettuce down the flobberworms' slimy throats.

...

It was the start of October and by this time last year Tilly had already begun sneaking around with Potter and his friends, and even though she hated to admit it, she was bored. She had Luna and a few other Ravenclaws that she would talk to, but she couldn't imagine them dragging her down into the school sewers to hunt down the heir of Slytherin. Besides, if Luna ever did do something like that she'd probably try and befriend Tom Riddle.

Most everyone at Hogwarts was also buzzing because it was time for Quidditch to start back up, but Tilly couldn't be less enthused. Luna had made it a point to many of her friends that her favorite team is the Gryffindors, confusing everyone in the Ravenclaw house.

"Luna, they aren't your house?" said Padma, when she saw Luna painting a sign for the Gryffindor Quidditch team.

"I don't recall anyone telling me that my favorite team has to be my house team," Luna would always reply.

"I don't think that my favorite team has to be Ravenclaw," Luna would always reply. "I don't think it's fair that they have to be my favorite just because I'm a Ravenclaw, it's not like I play the game."  

AThere was another time when Claire Morgenstern approached Luna while she was knitting a lion head beanie, and the lion was famously known as the Gryffindor Mascot. 

"Do you not have any house pride?" asked Claire, placing her hand firmly on her hip and using her other hand to flip her wavy, red hair over her shoulder. "Jeez Looney, you can't even cheer on your own house!"

Looney was the nickname students here have given Luna due to her outlandish ways, Luna didn't think too much of it because she refuses to hate anyone but Tilly knew it was bullying and was being used to make her feel bad about herself. Tilly rolled her eyes and looked up at Claire with a hard stare. It didn't make it better that Tilly already didn't like the red headed Morgenstern. 

"It's people like you that make others not want to be apart of this house," Tilly snapped, taking a step closer to Claire. "Don't ever let me hear the word Looney come out of your mouth again or I promise, you won't have a mouth to spout idiotic nonsense out of for much longer!"

Claire gasped dramatically at Tilly's threat trying to get a reaction from other people in the common room, she looked back to Cho who stood behind her, expecting her to stand up to Matilda but she wouldn't do it. 

"Did you just threaten me?!" Claire asked, putting a hand to her chest. "Flitwick will be informed about that!" Tilly already knew that would be Claire's to response, she always threatens to tattle instead of fight back. 

"Wonderful, and when he wants to speak with me I'll tell him about all the times I've caught you bullying other students," said Tilly with a sweet smile, "I'm in no way intimidated by you, Claire Morgenstern."

With a scoff, Claire turned on her heels and stomped away pouting with Cho close behind her. Tilly turned back around to look at Luna and smiled as she continued knitting her beanie. Matilda could never understand how she could so easily brush everything off and be so unaffected by the things people say and forgive them so easily. 

...

The next morning in Arithmancy Tilly took her usual seat in the front of the class and Daisy Morgenstern, as always, timidly sat her stuff down a few moments after Tilly had gotten in the class and waited a moment before sitting down. Tilly almost thought that the Daisy was waiting for an insult directed at her or to be yelled at each time she came to take her seat. 

Truthfully, Tilly didn't mind Daisy, she has proven to be nothing like her older siblings or her best friend, all of whom Tilly couldn't stand. Tilly also saw that Daisy was smart but often refrained from speaking out in class, but that could be due to both Tilly and Hermione blurting out the answers before the question has even been asked. 

"Arithmancy is a mathematical method in which you reduce dates or words using numbers. The resulting number has a specific meaning, and the types of numbers reduced, or the names/words, can also have their own meaning. This lesson, we will focus on the reduction of dates, while next, we will focus more on names," said Professor Vector, starting the class.

Quickly, Tilly wrote down every word that came out of Professor Vector's mouth, not wanting to miss anything because everything in this class seemed to be so important and vital to know how to complete the given assignments. 

"The most popular date to reduce is one's birthdate. Taking your full birthdate, you add each of the numbers and reduce it to one. Reducing a number means adding the numbers together until one obtains a single digit from one to nine."

For the remainder of the class time, Professor Vector made up examples and explaining how by reducing your birthday you are able to find your vibrational numbers. For homework, everyone was assigned to reduce their own birthdate and three others to find out the vibrational numbers for their next lesson. 

Once class was over with Professor Vector Tilly said goodbye to Daisy and hurried off to Transfigurations and when she approached she found the entire class waiting outside the room door for Professor McGonagall. She also noticed a crowd forming around Lavender Brown, a Gryffindor who clung onto Parvati Patil , sobbing. 

"Oh no, what's Lavender on about?" asked Tilly as she hesitantly approached the girl with curly blonde hair. Tilly had never been the type of person who is great at helping someone during an emotional crisis. Lavender always seemed to cry over everything though, like once she during the first year when Tilly told Lavender that her parents are divorced, she cried. 

"Her pet rabbit died, I suppose," said Hermione, she was looking at Lavender the same way Tilly was. 

"Oh," said Tilly, changing her tone of voice. Now she felt a bit sorry for Lavender, Tilly loved animals and if one of hers died or even one that her mom works with on a daily basis passed away Tilly awful as well. "How awful."

"Just wait for a second," Hermione whispered leaning to Tilly's ear, she raised her eyebrows knowingly as she looked from Matilda to Lavender. 

"I should have known!" said Lavender tragically. "You know what day it is?"

Tilly furrowed her eyebrows in confusion as she looked around the crowd of students hoping for one to explain what Lavender meant. What does this day have to do with the death of her pet rabbit? 

"Yeah, today's Friday," Tilly said with a shrug, "do your rabbits usually die on Fridays?"

Hermione rolled her eyes as she continued looking over at Lavender, not bothering to answer her. 

"The sixteenth of October! 'That thing you're dreading, it will happen on the sixteenth of October!' Remember? She was right, she was right!"

The entire class has now gathered around Lavender, Padma was now beside of her sister, helping to comfort the distraught Lavender and Seamus shook his head with a frown on his face. Tilly could tell that Hermione was holding back on saying something to Lavender. 

"Who was right about what?" asked Tilly, genuinely confused.

"Professor Trelawney told her that the thing she was dreading will happen the sixteenth of October," Ron informed her. "Today is the sixteenth of October."

"Yes, Ron I know the date," snapped Tilly, turning to face him. 

Almost all of the sympathy that Tilly felt towards Lavender had disappeared after learning why today is so important. It doesn't surprise Tilly that someone like Lavender would listen to such a cooky Professor such ad Professor Trelawney and her insane tea leaf theories. 

"You—you were dreading Binky the rabbit being killed by a fox?" Hermione finally allowed herself to ask.

"Well, not necessarily by a fox," said Lavender, looking up at Hermione with streaming eyes, "but I was obviously dreading him dying, wasn't I?"

"Oh," said Hermione. She paused again. Then—

"Was binky an old rabbit?"

"N—no!" sobbed Lavender. "H—he was only a baby!"

Parvati and Padma tightened their arms around Lavender.

"So you were most dreading the death of your baby rabbit?" asked Tilly, finally speaking up and taking Hermione's side on this argument. "Why though, baby rabbits don't just randomly die?"

The Patil twins shot glares towards Hermione and Tilly, probably due to them not being at all sympathetic towards the issue. 

"Well, look at it logically," said Hermione, turning to the rest of the group. "I mean, Binky didn't even die today, did he? Lavender just got the news today—" Lavender wailed loudly.

"Also, if she had really been dreading her rabbit dying, it wouldn't have come as much of a shock as it obviously did – Lavender would have been expecting the news," Tilly added after Lavender had cut Hermione off with her wailing.

"Exactly, so Binky dying was just a sad coincidence. . ." shrugged Hermione.

"Don't mind Hermione, Lavender," said Ron loudly, "she doesn't seem to think other people's pets matter very much."

Tilly noticed the glare that Ron shot towards Hermione and she glared right back at him. She could easily predict that Ron and Hermione's attitude towards one another had nothing to do with Lavender's dead rabbit. It was easy for Tilly to decide that she wanted no involvement in their squabble and so she isn't even planning to ask about it. 

Professor McGonagall opened the classroom door at that moment, which was perhaps lucky; Hermione and Ron were looking daggers at each other, and when they got into class, they seated themselves far away from the other. Hermione took a seat beside of Neville, who sat in front of Harry and Tilly, and Ron sat at the front of the class next to Seamus.

Matilda turned to face Harry to comment on Hermione and Ron's actions but then she realized he hadn't said anything during the whole rabbit debate. He wore a glum face that told Tilly why he hadn't said anything, it was like every time she comes into this class there is always something bothering Harry. 

"Why so glum?" whispered Tilly as she copied the notes from the blackboard into her journal, "did your rabbit die too?"

Harry let out a long dramatic sigh as he shook his head, not even bothering to laugh at her joke. He wasn't taking notes like the rest of the class, his mind seemed to elsewhere. 

"I have to ask McGonagall if she will sign my form to go to Hogsmeade, and I'm not entirely sure if she will," Harry told her easily, she didn't even have to blackmail or threaten him into telling her anything. 

Tilly truly felt for Harry, the school should know that his guardians were not going to sign a form that has anything to do with the Wizarding World. If Tilly were him she'd have gone and complained to Dumbledore by now.

"Well by the look of your face, I'd have expected that you'd have been expelled," said Tilly with a quiet chuckle, "you're worrying about nothing, even if she doesn't sign the form you aren't missing out on much!"

Tilly was, of course, lying to Harry but it would do no good to tell him how fun it is to go to Hogsmeade. He already felt bad and for some odd reason, she didn't want to be the one to make him feel worse. 

"I really wouldn't know that though, would I?"

After that, small conversation between the two of them, they stopped talking about Hogsmeade and turned their attention back to McGonagall. Tilly graciously pushed her journal closer to Harry to allow him to copy her notes since hadn't got any due to him wallowing in self-pity. By the end of class, he had all his notes plus more because of Tilly's own side notes. 

"Whatever you do, don't tell Ron that I let you copy my notes," pleaded Tilly as she began packing her things up at the end of class, "he'll never let me hear the end of it since I've refused him so many times."

Professor McGonagall dismissed the Ravenclaws when class ended because everyone in her house had to give her their permission slips for their Hogsmeade trip. As Tilly picked up her bag as was about to walk out of the classroom she turned to Harry with a soft smile.

"Good luck with McGonagall," she said before exiting the room and leaving Harry sitting at his desk alone.

...

During dinner that evening Tilly had learned that McGonagall had refused to sign Harry's permission slip and he would not be attending the trip to Hogsmeade with the rest of his class. McGonagall refusing to sign Harry's permission slip is the only thing that she's done that Tilly disagreed with since she's been at Hogwarts. 

"Have you tried speaking with Dumbledore?" asked Tilly, taking a seat beside of Hermione and across from Harry, "He may be a bit more reasonable."

Harry shook his head declining the offer, he did not want to be rejected again, especially by Dumbledore. Tilly didn't know what else he could do, it wasn't like he could send the form back home, from what Harry's told Tilly she'd expect for them to just shred the permission slip while laughing menacingly.

"Honestly, Matilda, I'm fine – I'll be able to catch up on a lot of homework and such while being here," Harry attempted to lie to her but she saw right through him.

Being as observant as Matilda is you start to pick up on things people normally don't notice. One of the things is little things people do why they lie. Harper's was the first one she'd noticed. When her older sister lies she will blink right before she tells the lie and right after. Harry's just a bad liar in general though.

Tilly only sat there with Harry, Hermione, and Ron a few minutes longer before returning to her own table. Percy had been glaring at her from the moment she placed her bum on a bench, and he had not stopped until she returned to the Ravenclaw table.

On Halloween morning Tilly went to find Professor Flitwick while everyone else in her house was preparing for breakfast and chatting excitedly about their first weekend out of the castle. It had eaten at her all-night, the fact that Harry was being left here because he had crappy guardians didn't seem right to Tilly.

"Are you positive you don't want to go?" asked Professor Flitwick for the third time since Tilly told him she would rather stay here this weekend, instead of going to Hogsmeade.

"Yes," she answered firmly, "I have a lot of reading to catch up on anyway sir, and with all of my classes I'd like to be prepared if not more prepared for my lessons."

"Besides, I've been to all of those places plenty of time before so none of it will be anything new for me."

Seeing that as a viable excuse Professor Flitwick wrote her name down on a list containing the students' names who wouldn't be attending this weekend. Out of the Ravenclaw house, she was the only one to have a permission form signed and not be attending.

"I do hope you'll be able to attend the time next trip," said Flitwick, with a smile.

"I'm sure I will," Tilly smiled.

After she had finished with that she excused herself from the office and made her way down towards the Great Hall for breakfast. She didn't feel bad about getting out of the Hogsmeade trip today because she was honest when she told Professor Flitwick that she's been there before. She goes with her dad and her sister all the time when she's with him during school breaks. Also, not only Harry would be staying here but Luna would be as well because she's not of age yet. Tilly didn't want to go already because Luna wouldn't be allowed.

"Where have you been?" asked Luna curiously as Tilly took a seat beside of her, "I waited for you this morning, but you didn't show."

Tilly loaded her plate with food as she answered Luna—

"I had to go and see Professor Flitwick this morning," she told Luna, "I needed to let him know I wouldn't be attending the Hogsmeade trip with the rest of the class."

"What?" asked Padma from across the table, "Why won't you be going with us?"

Tilly looked at Padma and raised her eyebrow she found it annoying that she was in no way talking to her, yet Padma found it appropriate to include herself.

"I've got more important things to do here rather than goof around at Hogsmeade and eat sweets until I get stomach pains if you must know," Tilly told her harshly. 

Padma knew she had done something wrong by the tone Tilly used to answer her with.

After breakfast was over Tilly accompanied her class to the entrance hall, where Filch, the caretaker, was standing inside the front doors, checking off names against a long list, peering suspiciously into every face, and making sure that no one was sneaking out who shouldn't be going.

"Staying here, Potter?" shouted Malfoy, who was standing in the line with his usual group of followers. "Scared of passing the dementors?"

Tilly looked at Harry wanting to see how he stands up to Malfoy, but he ignored him and made his way up the marble staircase, towards the Gryffindor towers.

"Malfoy, that joke wasn't even funny the first eight hundred times you've used it," scoffed Tilly, she didn't wait for a response from the blonde bully, instead she ran up the marble staircase after Harry.

"You know Malfoy probably wouldn't bother you as much if you'd just give him a good punch," said Tilly, she was breathing heavily after running up the stairs and to the Gryffindor common room.

Tilly stepped into the scarlet and gold decorated room that she had been in multiple times before this, without a care. Usually when she entered though she was with the trio or two out of three, but never just one.

"Tilly?" Harry questions, turning to face the small girl with a look of surprise. Tilly isn't supposed to know the password to get into the common room, but she isn't supposed to know a lot of things she already knows. "How are you in here?"

"Well Harry, if there is one thing that Gryffindor's aren't good at, it's keeping secrets," Tilly chuckled, taking a seat beside of Harry on the maroon couch, "Fortune Major, Harry, do you even know what that means?"

Harry shook his head and shrugged, looking over at Matilda, awaiting the answer that he knew she was about to give. He also knew Matilda enough to know he wasn't going to just a simple answer, he'd most likely be getting an entire lecture.

"The Latin translation is greater fortune some geomantic practices consider this a sign if inward fortune that represents the flow towards fortunate outcomes. In both cases, the symbol represents expansive possibilities and moving forward," explained Tilly, Harry didn't understand half the words coming out of her mouth, but he knew better than to ask. "With Quidditch coming into season, it makes sense to have this password."

Harry nodded as he thought about Quidditch. He never thought to think of the password in meaning good luck for their Quidditch team. Then again, how could he when he only just found out what it meant? It was times like these when he found himself glad that he had Matilda around. He also didn't mind sitting next to her in class, he often thought that if her plans on becoming the Minister of Magic falls through, she'd be an excellent professor, scary professor, but nothing less than excellent.

"So, why aren't you going to Hogsmeade with the rest of the class?" asked Harry, Tilly noticed that even him bringing up the trip made him even more sullen than he was before, "I hear it's a lot of fun."

Tilly let out a scoff as she turned to face the blazing fire, the orange and yellows ablaze, keeping the room warm and safe from the cold. Tilly knew that it would be loads of fun, but if she were to play it up to him she would be no better than Draco Malfoy. Even though Tilly wasn't nice, she was no bully.

"I find once you've been there so many times, it becomes predictable," said Tilly, looking back over at him, "besides, I've got a lot of reading to catch up on."

"Then why are you in here?" Harry asked turning to face her.

"I've seen your work in Transfigurations and Potions, Harry," Tilly laughed as she stood from the comfortable couch, "I'm taking you to the library to help you study, come on,"

Tilly urged Harry to stand from the couch and he did, they walked out of the portrait hole together and down the corridors. They spoke about nothing of importance as they wandered towards the library. Harry didn't want to say anything to make Matilda change her mind about helping him study. He knew with Quidditch coming up he'd be quite busy and will need all the help he can get. Hermione may be a tad bit upset that Tilly is the one helping him with his studies, but he knew she'd soon get over it and just appreciate the fact that he's getting help.

As they turned a corner the two wanderers came face-to-face with Filch, who had obviously just seen off the last of Hogsmeade visitors.

"What are the two of you doing?" Filch snarled suspiciously.

"Nothing," said Harry and Tilly truthfully.

"Nothing!" spat Filch, his jowls quivering unpleasantly. "A likely story! Sneaking around on your own – why aren't you in Hogsmeade buying Stink Pellets and Whizzing Worms like the rest of your nasty little friends?"

Harry shrugged.

"Because we aren't Fred and George Weasley," answered Tilly honestly. Even being in Ravenclaw, Matilda was very much aware of the trouble the two Weasley's caused, and truthfully, she seemed to like them more than their brother Percy.

"Well get back to your common rooms where you belong!" snapped Filch, and he stood glaring until both Harry and Matilda had passed out of sight.

"Such an angry little squib he is," grumbled Tilly once they were out of earshot, "come along we're going to the Owlery,"

Harry didn't protest because that would give him an excuse to see his own owl, Hedwig. They climbed a staircase, making their way to the Owlery, they began walking along another corridor when a voice from inside one of the rooms said, "Harry?"

The two doubled back to see who had spoken and met Professor Lupin, looking around his office door. "And Matilda?"

"What are the two of you doing?" Said Lupin, though in a very different voice from Filch. "Where are Ron and Hermione?"

"Hogsmeade," said Harry, in a would-be casual tone.

"Ah," said Lupin. He considered the two of them for a moment. "Why don't you two come in? I've just taken delivery of a grindylow for our next lesson."

"Really a grindylow?" asked Tilly excitedly, knowing full well what it was.

"A what?" said Harry.

They followed Lupin into his office. In the corner stood a very large tank of water. A sickly green creature with sharp little horns had its face pressed against the glass, pulling and flexing its long, spindly fingers.

"Water demon," said Lupin, surveying the grindylow thoughtfully. "We shouldn't have much difficulty with him, not after the kappas. The trick is to break his grip. You notice the abnormally long fingers? Strong, but very brittle."

Tilly suddenly began laughing as she stood on the other side of Lupin. She stopped when she noticed the stares coming from Harry and Lupin.

"Don't you remember her boggart?" asked Tilly, starting to laugh again. "She is going to hate this!"

Professor Lupin and Harry both nodded remembering her boggart being deep water and drowning. 

The grindylow bared its green teeth and then buried itself in a tangle of weeds in a corner.

"Cup of tea?" Lupin said, looking around for his kettle. "I was just thinking of making one."

"All right," said Harry awkwardly.

"I'm fine, thanks," said Matilda, going on to look around Professor Lupin's office, she was trying to gather as much information on him as she could. Matilda liked to know the person who was teaching her and much of his backstory is unknown to those in the castle, which only intrigued her even more.

Lupin tapped the kettle with his wand and a blast of steam issued suddenly from the spout.

"Sit down," said Lupin, taking the lid off a dusty tin. "I've only got teabags, I'm afraid – but I daresay you've had enough of tea leaves?"

Matilda let out a small chuckle as Harry looked up at him. Lupin's eyes were twinkling.

"How did you know about that?" Harry asked.

"Are you joking?" asked Tilly, turning her head to look at Harry, "Harry the whole castle knows about it."

"Professor McGonagall told me," said Lupin, passing Harry a chipped mug of tea. "You're not worried, are you?"

"Worried about something that Professor Trelawney predicted?" Tilly scoffed, shaking her head, "as if!" Tilly turned to face the two of them and they both stared at her with their eyebrows raised. "Right, sorry, the question was for Harry. Harry are you worried?"

"No," said Harry.

As the room grew silent Tilly went on trying to find something worth her time like a family photo, a journal, she'd even be happy if she found a shopping list he made, but all that was there were old books and a lot of junk.

"Anything worrying you Harry?" Professor Lupin finally asked breaking the awkward silence.

Tilly refrained from laughing at the question Lupin just asked. He should be more specific, if a person sneezes near Harry he becomes worried. Matilda has come to understand why though, every year something new seems to be after him and it always boils down to Voldemort.

"No," Harry answered quickly, but Tilly knew he was lying. If she learned anything about Harry after spending an entire school year with him it's that he's an awful liar. "Yes," he said suddenly, changing his mind as he put his tea down on Lupin's desk. "You know the day we fought the boggart?"

"Yes," said Lupin slowly.

"Why didn't you let me fight it?" said Harry abruptly. Lupin raised his eyebrows as did Tilly, she too had noticed that Lupin quickly stopped Harry from fighting his boggart.

"I would have thought that was obvious, Harry," he said, sounding surprised.

"Really?" asked Matilda, who had walked over to stand beside where Harry sat. She had given up on trying to find anything about Lupin, "why would you think it obvious?"

Tilly wasn't questioning Professor Lupin because she was suspicious of him but if it were an obvious choice to not let Harry fight his boggart than she was more than sure she would have known why as well.

"Well," said Lupin, frowning slightly, "I assumed that if the boggart faced you, it would assume the shape of Voldemort."

Harry and Tilly stared. Tilly had never heard another person other than Dumbledore that Tilly every heard say Voldemort aloud. Of course, she has said it but was always scolded by people around her. People were so afraid of him that they believed saying his name gives him power.

"Clearly I was wrong," said Lupin, still frowning at Harry. "But I didn't think it a good idea for Lord Voldemort to materialize in the staffroom. I imagine that people would panic."

Tilly nodded in agreement, she believed that the class would have been sent into hysteria at the sight of him excluding Draco Malfoy and a few others in the class, who would drop to their knees in submission at the first sight of him.

"I didn't think of Voldemort," said Harry honestly. "I—I remembered those dementors."

"I see," said Lupin thoughtfully. "Well, well. . . I'm impressed." He smiled slightly at the look of surprise on Harry's face. "That suggests that what you fear most of all is – fear. Very wise Harry."

Since Harry didn't speak after that Tilly decided to start asking questions of her own, involving her boggart.

"Since we have found ourselves on the subject of boggarts I'd like to expand upon mine," said Tilly getting the attention of Harry and Professor Lupin, "I assume you remember what it was?"

"I do remember, yes," said Lupin with a slow nod, "I was also very confused by it, that is the first time I've ever seen that happen."

"Yes, well, I would like to know what exactly it was?" asked Tilly, "I mean it looked like me but –"

She was interrupted by a knock on the door.

"Come in," called Lupin.

The door opened, and in came Snape. He was carrying a goblet, which was smoking faintly, and stopped at the sight of Harry and Matilda, his black eyes narrowing.

"Ah, Severus," said Lupin, smiling. "Thanks very much. Could you leave it on the desk for me?"

Snape sat down the smoking goblet, his eyes wandering between the two students and Lupin.

"I was just showing Harry my grindylow," said Lupin pleasantly, pointing at the tank.

"Fascinating," said Snape without even looking at it. "You should drink that directly, Lupin."

"Yes, yes, I will," said Lupin

"I made an entire cauldronful," Snape continued. "If you need more."

"I should probably take some again tomorrow. Thanks very much, Severus."

"Not at all," said Snape, but there was a look in his eyes Tilly didn't like. He backed out of the room, unsmiling and watchful.

Tilly gave the goblet a curious look. Lupin smiled.

"What's this?" asked Tilly looking up at Lupin, at first, she would have guessed it was for class but due to Snape, she knew that he'd be drinking it.

"Professor Snape has very kindly concocted a potion or me," he said. "I have never been much of a potion-brewer and this one is particularly complex." He picked up the goblet and sniffed it. "Pity sugar makes it useless," he added, taking a sip and shuddering.

"Why?—" Harry began. Tilly started asking her own questions over top of Harry before he could finish his own.

"What kind of potion is it?" asked Tilly curiously. "Are you ill?"

"I've been feeling a bit off-color," he said. "This potion is the only thing that helps. I am very lucky to be working alongside Professor Snape; there aren't many wizards who are up to making it." Professor Lupin took another sip and Tilly could tell by Harry's face he was tempted to knock it out of his hands.

"A bit off-color?" questioned Tilly, "and what potion is he giving you for it?"

"It's a very complex potion, something third years would not have learned about yet," he said waving it off, not knowing that he had unintentionally offended Matilda.

Her eyes widened as she looked over at Harry who vigorously shook his head at Tilly thinking she was planning on doing something irrational.

"Well Professor Lupin, I'll have you know that I've assisted in making a Polyjuice Potion that came out perfectly," she told him with a know-it-all smirk that she wears when she knows she's proved a point.

"You made a Polyjuice Potion?" Lupin questioned. "For what exactly?"

Harry looked at Tilly with panic in his eyes, he was afraid she would accidentally tell on all of them by trying to prove herself right.

"For fun!" Tilly told him with the shrug of her shoulders.

With that Matilda turned on her heel and made her way to the door of Lupin's office, but before she saw herself out she turned to face him one last time.

"Also, if Snape is making your potions for you I'd be weary, he'd do anything for this position," and with that she let herself out of his office, leaving him and Harry standing alone.

Tilly wasn't upset because Lupin had told her the potion was too complex for her to understand she was upset because he was good at keeping things hidden. He had managed to dodge most of the questions relating to the potion Snape had brought him. She wanted to know who was teaching her and why he was so keen on keeping secrets.

...

After she had dramatically stormed out of Professor Lupin's office she started for the library again hoping Filch would be distracted by something else, so she could get through without any distractions. She sat for hours reading and doing homework assignments that aren't due for weeks.

When she finished in the library the sun was starting to set and she knew the kids that went to Hogsmeade would soon be making their way back to the castle. She went ahead back to her common room where Luna was sitting quietly in front of the fireplace painting on canvas. Matilda watched as her hand moved almost carelessly across the white fabric, it was like Luna went to another place while painting and just her hands to all the work.

Tilly went and sat on the couch behind Luna and looked at the colors spread around on the canvas. She couldn't make out what Luna was trying to pain and decided it best not to interrupt her just to ask. Tilly hated being interrupted while reading a book just to be asked what it's about, and she could only imagine it be just as annoying to happen while painting, even though Luna would never say so.

Minutes later students started making their way back into the common room with pink faces due to cold wind, and everyone looked as if they had the time of their lives. Everyone was talking about Dervish and Banges, the wizard equipment shop, Zonko's Joke Shop, into the Three Broomsticks for foaming mugs of hot butterbeer, people were even excitedly talking about the post office that held hundreds of owls.

Padma had brought back treats for Matilda and Luna, Padma had assumed that Tilly was staying so Luna wouldn't feel left out so to be nice she made sure to include both of them by bringing back fudge and other candies from Honeydukes.

"So, Tilly, what did you do all day?" asked Padma nosily.

"I read, and I got some homework finished," Tilly shrugged as if she should have already known the answer to her own question. "The usual, really,"

"Did you see Harry?" asked Cho walking away from Claire Morgenstern and her group of friends and over to Tilly. "I heard Harry wasn't allowed to attend."

Tilly looked at Cho skeptically, it was odd for her to randomly ask about Harry Potter, especially since her best friend is Claire Morgenstern.

"I did see him, yes," answered Tilly slowly, keeping her skepticism present, "why do you ask?"

Cho shrugged quickly, her cheeks turning a light a shade of pink, something most people probably wouldn't notice because her cheeks were already slightly pink from the cold winds outside.

"Oh no reason," she answered quickly, "I was just wondering!"

With that, she quickly turned and went over to stand beside Claire who had been scowling at Tilly and the girls around her since Cho walked over here. Once Cho was back beside of Claire, Claire had probably begun questioning her on why she was talking to us.

"I think Cho Chang may fancy Harry Potter," said Luna, making the other girls around her giggle.

Padma, Tilly, and Luna sat on the couch across from the fire for a little while longer discussing how much fun Padma had at Hogsmeade and how she's already so excited to go back. She had made Tilly promise her that she'd attend just once before the school year ends and to make her stop begging Tilly agreed.

While Luna and Padma kept talking Tilly looked up at the large clock above the fireplace.

"We'd better go down, you know, the feast will be starting in five minutes. . ." The three girls hurried through down the long winding staircase and into the crowd.

They had reached the entrance hall and crossed into the Great Hall. It had been decorated with hundreds and hundreds of candle-filled pumpkins, a cloud of fluttering live bats, and many flaming orange streamers, which were swimming lazily across the stormy ceiling like brilliant watersnakes.

The food was delicious; even Padma who had stuffed herself full of Honeydukes sweets managed second helpings of everything. Tilly noticed Harry kept glancing towards the staff table at Lupin who looked cheerful and was talking animatedly to tiny little Professor Flitwick, the charms teacher and the head of the Ravenclaw house.

The feast finished with an entertainment provided by the Hogwarts ghosts. They popped out of the walls and tables to do a bit of formation gliding; Nearly Headless Nick, the Gryffindor ghost, had a great success with a reenactment of his own botched beheading.

The evening had ended in success and all the students were in a good mood at the same time. Nobody even paid attention to Malfoy, who shouted through the crowd as they all left the hall, "The dementors send their love, Potter!"

Luna, Padma, and Tilly followed the rest of the Ravenclaws along the usual path to Ravenclaw Tower, and everyone started to disperse and spit into their own groups either staying in the common rooms or going up to their dorms. It was Claire Morgenstern who had gotten the attention of everyone when she frantically came running in followed by Cho Chang and Marietta Edgecombe.

"Sirius Black is in the castle!"