It's 1am and I'm exhausted. Thank you so much for all of your kind words though! I love you all!

Enjoy!


Chapter Three

Adrien stared at the vast ceiling above him, rubbing his eyes for what seemed like the millionth time. The clock on his phone showed it was long past midnight, but that he already knew. He'd been tossing and turning in bed for hours now but couldn't forget his last conversation with Ladybug. Such a stuck record was his mind, that he couldn't focus on anything but the way she'd spoken to him, the way she'd looked at him, the way she'd kissed him.

With a long-suffering sigh, Adrien slipped out of his sheets and padded barefoot towards the window. Leaning his arm against the cool glass, and resting his sleep-deprived mind head against his skin, he closed his eyes. His muscles screamed at him to lie back down and rest, but his thoughts continued to taunt him into wakefulness.

A yawn which was not his own snapped Adrien out of his torment.

"Whatcha doing up so late?" Plagg floated to him. The black Kwami appeared to have just woken up, as his flight-pattern was irregular and his eyes looked as dazed as Adrien's probably were. Plagg floated into the light of the moon which beamed down on them, his eyes glowing in that cat-like way for the faintest of seconds. Adrien wondered if his eyes did that when he was Chat Noir. He'd have to ask Ladybug…

…Ladybug.

Never before had his Lady kissed him on the cheek. In the three years they'd been partners, she was always the one to keep the distance between them. He was the one to pry and test the waters for any chance to get closer to her, as long as didn't make her uncomfortable or step over the line. Oh sure there were a few times where she'd hugged him, but only after fierce battles when they'd only just managed to escape. She'd been scared, worried she'd lost him. From that and so many other unspoken things- he knew she trusted him, cared for him, and that had been enough. Now, because of a simple gesture which probably meant nothing to her, his head was reeling. His heart twisted in his chest. For god's sake, he was practically pining under the moonlit sky like a lovesick kitten "I think I'm probably the most pathetic person in all of Paris" Adrien thought with a grimace.

He loved Ladybug. He'd loved her for three years, would continue to love her beyond his dying day. And sometimes that love was as painful as it was wonderful. A wonderful pain. That's how it was tonight, when he'd finally caught a glimpse of something new in her. Her vulnerability, a gentle side of her, one who stood captivated by his honesty enough to show him more affection than anyone had in years. Adrien wanted to know that side of her more, wanted the girl behind the mask as much as the girl in it. He yearned to know the person who liked pink, who wanted to be a fashion designer, who didn't want him to stop flirting with her.

All of that would have been enough to keep him awake, but there was something in the way Ladybug had been acting which had yet to click inside his mind, driving him further from the realms of sleep. A stirring familiarity which he couldn't figure out. He didn't understand it, why he was suddenly drawn to the shyness in her countenance. She'd reminded him of someone, and for whatever reason it had made him love her even more? How was that possible? What did it mean?

"Um, HEL-LO? Earth to Adrien! What's going on with you kiddo?" Plagg's scathing question snapped him out of his reverie and Adrien shook his head, fixing his companion with an apologetic look.

"Sorry Plagg, I just can't sleep. Thinking."

"About your love?" Plagg teased in a sing-song voice, his grin sardonic. Adrien rolled his eyes turning towards the window once more.

"I want to find her Plagg. I'm going to find her. I'm going to prove to her just how much she means to me," He whispered his declaration, staring up at the smiling moon. Adrien wondered if she was staring up at it too. He knew she was out there somewhere, but that wasn't enough anymore. They shared the same sky, the same destiny. They'd both been chosen to protect the city of Paris. But more than anything Adrien wanted to offer her his heart and ask her to protect it in return for hers, which he would guard more fiercely than any miraculous. He knew it was a big ask, but couldn't they share their souls too?

"What if she doesn't want to be found?"

Adrien stared at his Kwami as though he'd suggested kicking a kitten.

"Don't look at me like that kid, I'm just getting you ready for the fact that some Supers never want to be found. Not all Ladybugs and Chat Noirs have known each other's identities. And to be honest those were the easy ones. No drama. No stupid hormones. No kissing whilst they were transformed ugggh-"

Adrien slumped against the glass, suddenly feeling more exhausted than ever.

"-but you know," Plagg continued, nodding his head from side to side, "they were also the most boring ones too. And really most of them didn't know each other's identities because they were too scared. All of them regretted it later on. Tough luck and all, too little too late."

"So what are you saying?" Adrien ran his hand down face, dry and itchy from lack of sleep, and turned to stare back up the sky "that I should forget it and hope she one day has the courage to tell me herself?"

"Ugh, are you even stupider at night or something? That's not what I'm saying at all you knucklehead!" Plagg grumbled, coming to rest on Adrien's shoulder. The model decided to ignore the Kwami's slight. "I'm saying you need to prove to her you're someone she can trust in and out of the mask. However you do that is up to you."

Adrien ran his hands through his hair, his mind once again going a million miles an hour. It was clear he wasn't going to get much sleep that night. Though he hadn't thought it possible, his Kwami had given him even more to think about than before. Quite suddenly the high walls of his bedroom closed around him like a cage, the rumpled bedsheets behind him seemed to mock his wakefulness. He needed freedom, he needed lightness.

He needed to be Chat Noir.


Sunday nights were always the quietest nights in Paris. Even at the Trocadero- where people from all walks of life came to spend time, take photos, marvel at the Eiffel tower before them- there were no souls to be seen. Marinette was able to count the number of cars that had driven by in the past half an hour using just her fingers. A smart car, a handful of fancy black cars probably on their way home from some diplomatic dinner, even a man on his bike delivering what looked like takeout. Aside from that, nothing.

She leaned back on her hands and stared at the tower before her, silently asking it to give her answers which it could not give. Sprawling her legs on the steps below her and wiggling her slightly numb toes, she glanced down at her sketchbook. It lay beside her, blank and untouched.

"You sure you don't want to talk?" Tikki asked, tucking into Marinette's jacket. Despite it being the start of Summer, the middle of the night provided little warmth and Marinette had only changed into a simple pair of leggings, a vest top and a light hoodie to shield her from the cold. It turned out that wasn't quite enough to protect them both from the brisk breeze.

"Not now Tikki. Maybe in the morning. Just get some rest for now, I'll wake you up if there's trouble," Marinette said, trying to reassure her Kwami as best she could. Honestly she wasn't sure how she could talk about it, she couldn't even find the right words in her head to describe what she was going through.

So she made a list.

Number one: She loved Adrien Agreste. She'd tried to forget her love for Adrien Agreste several times and every time he drew her back to him for a vast number of reasons.

Number two: She knew nothing would ever happen with Adrien. If it hadn't happened in three years what was the likelihood it would ever happen?

Number three: She had a new found…something towards Chat Noir. It was too early to define it, but it went deeper than friendship for sure. On their patrol he'd shown her such kindness, spoken to her in a way he never had before. It was like someone ripping off a blindfold after years of sitting in a dark abandoned warehouse, and suddenly seeing the sun in all of its golden glory.

It left her completely dazed, utterly lost, and awfully awake into the night until she couldn't take it anymore. She'd thrown the bedsheets off her flushed body, grabbed a flask of hot chocolate, and walked her city as her civilian self to try and find some inner peace.

"Marinette?!"

Though it seemed like inner peace refused to find her.

The aforementioned girl craned her head over at the sound of her voice being called. Her eyes widened when she saw Chat Noir approaching. As if to embarrass herself, her own mind betrayed her with images from their last encounter. Her eyes flicked to his check. She'd kissed him there.

With a short squeal which sounded not unlike a strangled car horn, Marinette turned back towards the Eiffel Tower. Of all the people to show up in the middle of her crisis, it had to be one of the boys causing her insomnia…and she looked TERRIBLE! Her hair was down, she didn't have any makeup on, and the lack of sleep meant any semblance of beauty was far from her clutches. When Chat came to sit beside her she seriously considered hurling herself down the stairs. She might knock herself unconscious, get a good night's sleep, the added bonus being that she wouldn't have to have a conversation when she definitely didn't want one. Especially not with Chat right now.

"What are you doing here?" It was a question, but it was laced with disapproval, and that made Marinette angry before she realised she was just a civilian to him. He didn't know he was speaking to Ladybug in disguise. That calmed her down a little, but only a little.

"I don't know really," Marinette sighed. For a moment she thought about acting the way she had with Chat before, pretending to hero-worship, being silly, acting the fangirl. The second the thought came into her head she squashed it flat. It was too late and she was too tired to keep up that charade. That game was well past its issue-date.

"It's not safe, you know, to be out so late. Does anyone know you're here?" She wanted to be mad at him for questioning her safety, but she actually found it rather pleasant, and oddly funny. So much so that Marinette was surprised to discover she was fighting a smile.

She gazed into his eyes. Without Ladybug's mask she felt exposed somehow, like he could discover who she really was at any moment. A shiver went through her, the urge to smirk went away. He was so handsome, and she was so transparent.

"You could say that," Marinette mumbled coyly, "I couldn't sleep so I decided to go for a walk. Besides it's so quiet out here tonight, I'm not worried. Anyways, if anything did happen you'd be there right? Chat Noir? Hero of Paris?"

He smiled at her then.

"You bet puurincess! I-" He stopped mid-pun. A dark cloud descended over his face and he glowered down at the steps below them, his cat ears drooped and Marinette couldn't help but think it strangely cute.

"Chat?" Marinette implored, worried despite her musings as to her secret partner's attractiveness, "Is everything ok?"

"You don't think I'm a flirt do you?" He blurted out the words so quickly that Marinette almost didn't catch them. When they registered (having waded through the muck of her sleep-deprived state), she wanted to both laugh and hug him.

"No," she giggled, recalling their earlier conversation, "I used to think you were a bit of a flirty playboy, but I don't really anymore."

"Why not?" Chat tilted his head to the side, his belt-tail flicked out. Marinette's heart flipped in her chest much like it did when she was with Adrien. But this was different. She wasn't shy, she wasn't freaking out. If anything he made her feel safe.

'There I go again comparing them both. Why don't I just jump in the Seine now and put everyone out of their misery?' Marinette chided herself. Yes, Adrien occasionally made her stammer, made her trip over herself, made her feel awkward and sometimes scared of rejection. But she'd gotten a lot better around him the past few years and she knew it was only because she cared about him so much that she continued to be such a hopeless dork around him. The fact that she was able to be calm around Chat proved that whatever attraction she had to him was less intense, however sweet her partner was.

Chat waited for her answer on tenterhooks. He was prepared to offer her a hundred apologies, and then some, for his blunder three years prior.

"I guess it's because you called me Princess and you were flexing in front of me. You're a real show off you know," Marinette grinned and Chat felt he was going to burst into flames. It was the second time she'd gotten him to blush that night, and Marinette was thrilled that she could get such a reaction from him, as both herself and Ladybug. It made her consider things…dangerous things. Those things, she decided stubbornly, could wait until morning for her to think about. The hour was late, the night was beautiful, and the Cat-boy beside her was remarkably better company than she'd first thought he'd be. His presence was soothing.

"You want some hot chocolate?" She offered him her hot flask, "we'll have to share, but I'm sure it'll be fine. As long as you don't have rabies or something."

Chat blinked, before smirking and taking the flask from her.

"Thanks," he responded "and you don't have to worry. This cat is clean."

Marinette burst out laughing and, after a few second, Chat caught onto the accidental implication of his words. The blush on his face grew tenfold.

"Oh come on! I didn't- I didn't mean it like that!"

"S-sure you didn't!" Marinette doubled over, clutching her stomach. It honestly felt so good to laugh. The confusion and the tension she'd been experiencing all day, the emotions and the doubts, all floated out of her mouth in a light melody of merriment. Chat stared, mesmerised by it. Behind the mask Adrien wondered why he'd never realised her laugh was like an ode to joy. Had she ever laughed like that around him? He wanted her to, and he wanted to be the one to make her laugh like that again and again. He tried to deny the swooping feeling in his stomach.

When Marinette finally stopped laughing, she looked at him with a smile he found himself returning.

"So I guess you couldn't sleep either?" She said, wiping a wayward tear from her eye, a remnant of her giggle fit. Taking the flask from him, she too took a sip from its contents, letting them warm her.

"No, too much to think about." Chat responded "Besides cats are nocturnal anyway, and who can resist a walk under the moonlight and a talk with a pretty girl?"

"That right there. That's why people think you're a flirt," Marinette explained with a roll of her eyes even as she felt a rush at him calling her pretty.

"Right, sorry. Force of habit I guess."

"Could be worse I suppose. You could be addicted to catnip."

"I'd repeat the fact that I was clean, but you'd laugh at me again."

"I'll probably laugh at you again regardless."

"Me-ouch Marinette! You've got some claws yourself, anyone would think you're the cat!" Chat waved his hands dramatically, flexing his own clawed fingers, and Marinette shook her head. He was so completely endearing. In an annoying way. But also a funny way. He was a harmless kitty-cat really.

Maybe it was the late hour, the lack of people, the moon's light shining down on them but, as Chat Noir and Marinette Dupain-Cheng sat beside each other and settled into comfortable silence, they felt an inexplicable need to tell each other all of their secrets. Chat felt the overwhelming urge to tell her how torn her was, how much he wanted to find Ladybug, how much he wished he'd seen how amazing Marinette was before. Now he was stuck pining after two girls, both of whom he didn't have a fur ball's chance in hell with. As he stared up at the blinking lights of the Eiffel tower, Marinette watched, wanting him to turn around and see her. She longed to know if he really was Adrien, even though she knew he wasn't and she really had to give that ridiculous theory a rest. It was her way of absolving her guilt from liking two boys at the same time and it was, quite simply, cruel to all three of them.

"I want to find her."

It was the second time he said it and it was even more true this time around.

Marinette batted her eyes at Chat, confused. Her heart beat wildly. All the inner conflicts she'd been facing had been facing went quiet very quickly.

"You want to find Ladybug?"

"It's not just that I want to," Chat cried standing up, he spun around to Marinette. The light of the moon created a sliver of silver against his jaw, made his suit shine and his eye glisten as he stretched one arm out, the other cradled against his heart "it's that I have to! I have to find her! Somewhere out there is a girl who doesn't know how amazing she really is, and it feels like everyone is telling me that maybe we should stay hidden, or what if it goes wrong, or what if we're not everything we want each other to be and I'm sick of it! She doesn't know it but I'm just as scared as she is. I'm terrified that she'll take one look at the real me and think I'm a fraud, but I don't want to run away. I don't want it to be too late before we both have the courage to do what has always felt right to me. She's out there somewhere, just as scared as I am, and I want us to be scared together. I want us to conquer that fear together." He turned his back on Marinette's incredibly blue eyes, the expression on her face startlingly similar to Ladybug's. The familiarity hit him in the chest like a freight train. The term 'wishful thinking' came to mind and he sneered at his own hopefulness.

All Marinette could do was stare at the back of his head.

'I'm here Chat. I'm here. Look at me. See me. I'm right here. I've been here this whole time.' Her mind called out to him, her soul searched for any sign that he could truly see her. But he didn't turn around. She sighed, her head hanging low. 'who am I kidding? He cares for Ladybug so much; he'll never see me through the mask. No matter what he thinks, I'll be a disappointment.'

She took a few moments to gather herself. When she looked up again, a fake smile was stretched across her lips.

"I'm- I'm sure everything will turn out fine Chat Noir," Marinette stood up, stretching and trying to cover the slight warble in her voice, "but for now I think both of us could do with some sleep."

Chat's shoulders seemed to droop but, when he looked over at her, it was with a smile. She couldn't tell if it was real or fake like hers.

"You're right." He agreed and offered to walk her home, purely in the interest of making sure she got home safe of course. The pair settled into another calm silence, putting aside their turmoil once more and enjoying the way the moonlight reflected on the Seine, and the stars twinkled in the cold night's sky. "so you never got round to telling me what kept you from the sandman's grasp."

Marinette tapped her nose as they wandered back along the riverside across from the bakery.

"Sorry Chat, even civilians have secrets the wish to keep," She said as the pair crossed the road and came to stop outside her door, "maybe some other time I might tell you, if you're lucky. But…thanks. For keeping me company I mean. It was nice." She inwardly groaned at her own sudden awkwardness, but for some strange reason it felt like the end of a date.

"No problem," the corners of Chat's mouth tilted upwards and his eyes glinted in the glow of the streetlamps "I guess I'll see you around?"

"Y-yeah," Marinette nodded "see you around."

Neither of them was quite sure what to do. Chat scratched the back of his neck awkwardly.

"You know your hair," he said "it looks nice like that, down I mean." 'what? Why did I say that? That was the stupidest thing I have ever said' Adrien fought a shudder.

Although Marinette was surprised by his sudden compliment she grinned and ran her hands through her hair. Chat didn't know if she was teasing him or not. Either way the simple gesture seemed to drive him crazy 'stop it' he thought 'stop it right now'.

"Thanks." She repeated.

The pair stared at each other for a moment, silent and waiting. It was if they were on the precipice of something. Something as terrifying as it was tempting. Without a word, they shyly moved in to hug the other. It should have been awkward, a superhero and a civilian randomly hugging each other after a random late-night encounter.

But it felt right…

Too right.

Puzzle-piece levels of right.

And that, more than anything, petrified them.

The hug lingered far past normal hug lengths, and they leaned back to look at each other, searching. Marinette felt light and breathless under his gaze. Chat felt warmth and comfort in holding her, a sort of protectiveness he'd only ever felt with one other person before.

They leaned in. Only a fraction of a second, but both of them saw the other move. Watching the other's lips get closer to their own seemed to snap them out of the spell. Both of them simultaneously remembered the other people who held their hearts.

"T-THANKS for the nice talk Chat!" Marinette yelled far too loudly for it to sound natural. Recovering from their almost-whatever to pull him into a weird squeezing hug, and stepping away from the embrace as if he were a jagged knife, "I'll see you soon! Goodnight!"

Before he could respond, Marinette practically leapt into her building, slamming the door shut behind her and leaning against it. Her legs began to slip out from under her and the back of her head thudded onto the door frame. She put a hand to her forehead, ignoring the nails digging into her flesh.

"Oh no," she whimpered.

Outside, Chat Noir stared at the closed door with wide, unblinking eyes. He lifted his own hand to his chest. Even through his super suit he could feel his heart thundering in his chest. His jaw clenched.

"Oh no," he rasped.

Needless to say, neither of Paris' superheroes got any sleep that night.


*giggles and then collapses onto laptop*

Until the next time! Xx