Chat bursts through the door and collapses against it, turning the lock as the final paw mark blinks and goes out. The rushing tingling sensation of the Cat Miraculous deactivating floods through him and he pants as Plagg reforms, groaning loudly,
"We've been at this for hours," the black cat moans, clutching at his stomach, "I'm so hungry, I think I'm eating myself."

Adrien grimly slides to the floor. Even in Chat form- he's taken a beating. "Hurry up and recharge," he grunts and presses a hand to his ribs, "We've gotta get back out there to help Lady." Both he and Ladybug had gone through three or four transformations each- two Akuma in one day. He shook his head wearily, on top of a full load of sophomore university classes and modeling, the Akuma of Paris seemed to be extraordinarily active as of late. Maybe it was time to back off some. Make some changes. Nearly six years of the same thing- eight years of catch and release with the Akuma…and they were no closer to catching the one behind it all.

Plagg, ignorant to Adrien's inner struggle, zooms through the storage room.

"Adrien! There's nothing to eat here. Are you sure you don't have any more camembert?" The small kwami pulls at Adriens' jacket in desperation.

"You already had it all." Adrien says tiredly, "Look, just… just rest for a while. We'll get some more next time we're out."

"Nooooo" Plagg groans dramatically, "It'll take me forever to recharge without something to eat!"

"Well, what do you suppose I'm going to be able to do?" Adrien asks, feeling frustrated, "There's an akuma fighting Ladybug just outside the door! I can't just slip out and grab you something!"

Plagg pouts exaggeratedly and disappears into Adrien's jacket pocket- the stinky, crumpled plastic bag there is the closest he'll get to the delicious cheese.

"I suppose we'll just stay here until Ladybug cleans up the mess for you." The muffled retort is barely audible from the deep pocket. Adrien snaps,

"Seriously? There's no other way for you to recharge?" A swell of aggravation blossoms in Adriens' chest, "Anything at all? What did you do before there was cheese?!"

A tiny ear pokes from the recesses of the jacket pocket and it twitches for a moment before followed by the rest of the kwami, "Eating is usually the easiest way to gain energy. I've gotta have something to burn to make the transformation. But…"

The black cat cuts off, looking suddenly shy. Adrien's brow furrows- it's not like Plagg to be like this. What was going on?

"But what?" he asks, "Is there anything else you can use?" He can hear the battle raging on. Ladybug won't have used her Lucky Charm until he returns- they spent most of the day cornering the Akuma and she won't want to leave to recharge till he returns.

Plagg's bright green eyes meet his, "I'll need a kiss."

Adrien blinks as he is pulled from his worry for the superheroine, "A-A what?"

Plagg floats in front of his face. His eyes are serious, and he speaks slowly, "There is a way… a very ancient way. I will need a kiss from you to begin."

Adrien frowns. If all it would take was a kiss for an instant recharge, why were they constantly wasting time on cheese?

"So if we kiss, then you'll recharge?" He asks, confused, "but how do you— "

"No, Adrien, there is more to it." Plagg pulls his tail between his front paws, working it through his tiny fingers, "I still need… I'll still need something in my belly. But it… it doesn't have to be food."

Adrien isn't following.

"Plagg—I don't understand, and frankly, I don't really have time to know all of it." Adrien takes a shaky breath, "But I know that we need to get back out there and if this is the only way, then go ahead."

Plagg's eyes bore into him, and Adrien is hit with the notion that he is staring into the eyes of something much more ancient than his own 20 years. His heart flutters in his chest and he wonders if Plagg can see the heat on his cheeks.

"W-We haven't got all day!" he exclaims and Plagg zooms forward. Adrien barely feels the pressure of the kwami's tiny lips as they press on his own, but as Plagg retreats, he can see that something is happening. The black cat seems to be growing, his arms and legs elongating, his chest expanding, his face and head morphing into something more human looking.

He settles before Adrien as the transformation takes full hold, and he sprouts inches and then feet. Adrien can only gawk as the tiny creature expands into an exact copy of Chat Noir. The only difference is that he remains black- the hair, so similar to Adriens' is pitch, the lips, the cheeks, jet.

Plagg opens his vivid green eyes and takes in the boy before him. Two differences Adrien corrects himself as Plaggs' ears and tail remain in motion- apparently still fully cat, though his body is now that of a 20 year old human.

"But… but what about me?" Adrien stammers, staring down at the silver ring on his finger. "You're going to be Chat- without me?"

Plagg wrinkles Chat's- his-nose and shakes his head, "This is a temporary thing, Adrien. I can't function against Akuma without a wielder."

"Then why are you-?" Adrien stops as a long slender finger presses against his lips.

"Shhhh—you are so full of questions. I'll explain… eventually, but right now, don't we have more pressing issues?" Plaggs' green eyes find the door behind Adriens' head. Ladybug.

Adrien nods and he sees Plagg give a lopsided grin. 'No wonder Lady thinks I'm a flirt," he thinks with a chuckle, "Chat is pretty handsome."

A jolt of embarrassment floods through him. Even if Plagg has taken his form, it's still his friend and partner that he's looking at. No time to be admiring the view. He shifts and starts to stand when the embarrassment drops from his belly down lower, and he shivers at the sensation.

What a time to get hard! Plagg isn't helping; he's leaned closer and seems to be sniffing at Adrien's collarbone. Adrien flushes and tries to push him away, "What are you doing?"

"It seems to be working," the kwami answers nonchalantly and stands and stretches languidly.

"What seems to be working?" Adrien is careful to pull the hem of his jacket down over the front of his jeans as he stands. He's feeling uncomfortably hot and desperately wants to get out of the cupboard.

"The kiss." Plagg answers innocently, "What you're feeling… it's normal."

Adrien flushes, "What did you do to me?"

"I told you," Plagg said motioning to his new body, "This is ancient magic- a way that exists for moments just like these." He's moving closer again and Adrien presses his sweaty back into the sturdy metal door.

The bottom of Adriens' stomach drops out as Plagg's pointed nose traces his jawline. The all-black kwami is pressed right up against him, clawed hands pressed upon the door on either side of his body.

"I do have to say…" Adrien hangs onto every dripping word that comes from the cats' filthy mouth, "though it is to be used only in emergency situations, I can't deny that it can be very fun."

Adrien swallows. The room is so hot and Plagg is so close. His vision spins as the cat nips and then licks at his bobbing adams' apple, tracing a wet pathway up to Adriens' ear. Adrien turns his head obediently to allow the cat better access and feels the arousal burning through him like fire.

Plagg's face is so close to his that he barely has to turn his head before their lips meet. It's clashing teeth and hot breath- nothing like the sweet tender kisses that he has daydreamed receiving from his Lady. Plagg is not gentle and Adrien is secretly glad for it. The raw viciousness of the kiss, the heat behind it- the promise of filth and fire; it's what Adrien needs to not go mad. To not think about what's happening and just let it be.

Plagg moans and shifts closer and suddenly Adrien is very aware that the cat has assumed every part of his human anatomy.

"P-Plagg" God his voice is ragged. He clears his throat as the cat grinds against him, "What are you doing?" His stammering words press into those hot lips and he groans when the searing tongue flicks out to lick a burning stripe along his bottom lip.

"Hmmm?" Plagg almost seems drunk on the kisses he pulls from Adriens mouth, "Me? Oh I'm just getting a little snack." Adrien knows he would be blushing furiously if all of his blood hadn't rushed south of his belly button. Plagg drags his clawed fingers down Adriens' chest as he kneels and Adrien gasps when those bright green eyes find his.

One finger teases with the hem of his jeans and Adrien is at loss as to what to do. On one hand, he is more aroused than he's been in a good long time and those lips—oh gods —he can imagine it now. But on the other hand this was Plagg. His Plagg. The annoying, sometimes unhelpful, fairly selfish kwami that had changed his life.

Plagg ends up making the decision for them as his sharp fingers work at the fastenings. Adrien gasps as the cold air hits his member, but he exhales almost as quickly as the cats' gloved hand takes ahold of his rapidly swelling cock and pulls it from his jeans.

Plagg seems to stop to admire his length and Adrien doesn't dare interrupt him. The kwami runs his thumb over the sensitive head before gripping tighter and running his fist down the shaft. Adrien moans as the head is revealed, slowly peeled by sure fingers that work with practiced ease. His hand flies to his mouth to stop the loud groan from filling the room. Plagg leans forward and buries his nose in the delicate curls at the base, snuffling into the soft strands as Adrien arches into his touch.

A sudden bang reverberates through the cupboard. Adriens' eyes are as big as saucers- his pupils blown wide with lust. He hears Ladybug's voice as she yells something unintelligible at the Akuma in the room beyond.

Adrien turns desperately back to Plagg, and the kwami understands what he needs.

"Don't worry," the inky lips spread over white teeth, "You won't be long."

And with that he swallows Adrien to the hilt.

Adriens' vision whites out for a moment as the mouth sucks him in. Wet, hot bliss surrounds him and for a moment the fear of the battle, the weariness of the day, the confusion of recent events melts away. He nearly sinks to the ground and it is Plagg's strong hand on his hip that steadies him. The cat is pulling back, replacing his slick mouth with his fingers as he works at the head.

He was right. Adrien can feel his orgasm building rapidly with each hollow of Plagg's cheeks. The cat is wasting no time- Adrien is constantly torn between pleasure and overstimulation. It's fast and hot and raw—just as the kiss had been. Adrien doesn't know if this is because of the kiss that transformed Plagg into the pseudo-Chat and sent a spike of arousal through Adrien, or if it's simply the way that Plagg does things, but it's working.

"Nnghh-ah! P-Plagg" Adrien's face is on fire and he watches through his eyelashes as the cat works magic on his cock.

Adrien buffers on the edge as the slick, slurping sounds increase in intensity. The cats' tongue is working a mile a minute, flicking and lapping and swirling around the head of his cock. Every so often, Plagg will take him further into his mouth and the tip of his cock drags wonderfully against the back of the kwami's throat.

It is during one of these deep plunges that Adrien's resolve finally breaks.

"Ahhh fuck—Plagg!" He grabs a handful of Plagg's hair in an attempt to remove him, "Please—Oh fuck, I'm gonna come. Get off!" But Plagg, ignoring his warning, sucks harder, pumping his head furiously and taking Adrien all the way in.

Adrien curses as he comes, hard, against the back of Plagg's throat. The kwami slows the bobbing of his head, but sucks every drop down. Adrien shudders as he pulls back-his shrinking cock, twitching with the last throes of pleasure.

The kwami is grinning mischeviously, his bright pink tongue running over his dirtied teeth. Adrien's knees give way and he sinks, wobbly, to the floor in front of Plagg.

"Sweeter than I thought it would be." Plagg comments almost lazily, picking something out from behind a canine with one sharp claw, "My partners have always been so bitter."

Adrien is still floating between a state of bliss and one of total disbelief. Plagg. He just came in Plagg's mouth.

"Well…" the cat says and stands, popping his jaw with a few experimental stretches, "Back to the fight?"

Adrien flushes as the words register. Plagg needed food to recharge. Plagg had just… they had just… Adrien shakes his head to clear it. Plagg offers him a hand up and he accepts. He replaces his flaccid cock inside of his underwear and zips his pants. That really happened. He straightens his jacket and wipes a hand over his sweaty brown. His mind seems strangely blank, though he pains from before are returning, reminding him of the days' troubles.

"Well come on then," Plagg sounds impatient, "Your Lady is waiting for you." It's as if the last fifteen minutes hadn't happened. But Plagg is still in Chat form. There's a rather large bulge still pressing against the tight leather pants. And his eyes. The cat-like slits are nearly as wide as his iris.

"Are you sure you're okay?" Adrien doesn't know what he'll do if the kwami isn't .

"Me? Never better." Plagg's voice is chipper and he seems almost manic, "Just ready to finish this so we can go home."

Adrien contemplates his friend for a moment before nodding and lifting his hand. The comfortable rush of transformation takes over him and he closes his eyes, going through the motions as he steps into the world of Chat Noir.

But as he steps out of the steamy closet and back into the chaos of the battle, he could have sworn he heard Plagg whisper in his ear, "Until tonight…"