Chat was really starting to hate butterflies... and balloons and the fact that he and Ladybug always seemed to get backed into corners that seemed to come out of nowhere.

"Well this is Cat-astrophic." He muttered. Ladybug glared at him in annoyance. "Chat do me a favor?"

"Anything." He declared.

"Stop with the cat puns and be serious for a minute." Chat pretend to pout. That's hardly fair m'lady asking me not to make puns is like asking you to stop being amazing in general." Ladybug exhaled slowly.

"Chat." She warned again.

"What's the matter cat got your tongue?"

"Chat! At least try to focus. Please."

"Aww come on that one was Purr-fect."

Ladybug rolled her eyes and stepped off to the side. Why was she moving away? Chat got his answer when he felt his feet leave the ground. Oh right. Balloons. Wow I'm an idiot.

The balloons in question had tied themselves around his wrists and ankles and lifted him into the air.

The balloons existence had been caused by the latest akumatized villain. A little boy who'd thrown a tantrum after his father had refused to buy him a balloon at the fair.

The akumatized boy floated into view held aloft by a mass of brightly colored balloons. One purple and black balloon tied to his left wrist stood out among the other more vibrant reds and yellows and lime greens of the rest of the balloons. That balloon was undoubtedly where the akuma had hidden itself.

Chat twisted his head to the side and looked down the ground was getting farther away than he was comfortable with.

"Now would be a great time to get me down from here!" He called down to Ladybug. She looked up at him with a smirk. "That depends. Are you going to make more horrible puns because I should let you know that they're really starting to bug me!"

Under different circumstances Chat would have been far more amused by Ladybug's pun. As it was his humor had a much more sarcastic undertone. "Haha. Very funny. I knew I'd rub off on you eventually now get me down so I can congratulate you properly."

Ladybug's attention was drawn away from him however when the little boy started to speak.

"I am the Balloon King and I always get what I want! Now give me what you call your Miraculouses!"

Well someone went to the school of making-threatening-villain-speeches that-aren't-really-threatening. Chat thought. What's so terrifying about a kid with balloons? Other than the fact that cats hated heights but he could honestly deal with that. It wasn't really the heights he was afraid of anyway it was more the falling to his death part that scared him.

Cats were supposed to land on their feet but from past experience he knew that he seemed to lack this ability. Which sucked because it would have been a nice skill to have. Especially in the current situation.

The balloons started to move towards the little boy without any wind. And Chat realized why the balloons had gotten tied around him in the first place. Other than the fact that he hadn't been paying attention.

"He's trying to get your Miraculous!" Ladybug yelled. "Thanks for the clarification!" Chat replied. "Use your Cataclysm to cut the balloon strings." Ladybug suggested. Chat looked up at the thin white threads of string, they were obviously strong then they looked otherwise he wouldn't be floating right now. But were they really strong enough to require the use of a Cataclysm? Then there was the whole situation with the ground being far away.

Chat decided he'd much rather float then fall.

"I'm pretty sure that the Cataclysm is too much for string. What if it backfires and something bad happens to me. Other than falling to my death?!" Chat reasoned.

Even from this high up Chat could hear Ladybug sigh with annoyance.

"Then use your claws!"

Chat shook his head vehemently in response.

"Quit being such a scaredy cat." Ladybug demanded.

Chat sighed and resigned himself to the likelihood of a lot of pain in his very near future.

He scrambled around awkwardly in the air for a second before his hands grabbed the strings attached to his ankles. I'm going to die. He thought grimly before he took a deep breath and sliced through the string with his claws.

The balloons around his wrists pulled taunt as they took on his full weight. He squeezed his eyes shut bracing himself for the fall as he grabbed the balloon on his right wrist and severed that string as well.

The last remaining balloon had reached its limits without the other three to help it, and with a loud High-pitched snap the final string broke.

Chat had a moment of weightlessness before he felt himself plummet to the ground.

Meanwhile Ladybug had managed to find a dart from one of the game booths that had been abandoned when people had fled the fairgrounds in a panic to escape the danger of yet another akuma victim.

She threw the dart through the air like a miniature arrow and it found its target.

The little boy's black and purple balloon popped and he let out a wail of anger the way children often seemed to do when their favorite things broke.

Chat would have watched Ladybug catch the akuma but he was too busy reaching for his own weapon.

His fingers closed around his metal staff and he held it out in front of him intending for the metal to absorb most of the shock when he landed.

The metal clanged against the ground and vibrated with powerful shockwaves that made his hands tremble. He lost his grip on the staff and fell backward landing unceremoniously on the ground. He lay there on his back, staring up at the sky. His entire body shaking.

Add that to the long list of events I'd rather not repeat.

A shadow loomed over him suddenly and he glanced up to see Ladybug staring down at him. "Are you going to stand up?" She asked.

Chat ran his fingers across the cracked pavement of the fairgrounds. "Give me a minute." He said still in the middle of trying to catch his breath.

"Ten seconds ago I seem to remember you saying that you didn't want to end up being smashed into the ground." Ladybug reminded him. Chat smiled. "Me and the ground have a love-hate relationship."

He glanced at the ring on his hand. Only one part of the pawprint had gone dark. "How long did that take?" He asked, curious.

Ladybug shrugged. "Two? Two and a half minutes?" She estimated.

"They're getting easier to beat." Chat observed. "You didn't even have to use your Lucky Charm on this one."

Ladybug bit her lip. "Easier to beat maybe but they're also getting more frequent." Chat found enough energy to get to his feet.

"Whoever is behind this must be getting lazy." Chat assured her.

"Or more desperate." Ladybug countered.

"Have I ever told you that your wonderful at being optimistic?" Chat teased.

The corner of Ladybug's mouth twitched upward before she frowned again. "Stop trying to turn this into a joke Chat, I'm really getting worried." Chat turned to face her head on, shoulders straight, perfectly serious.

"Don't be." He insisted, grabbing her gently by the shoulders and staring into her eyes. "We'll manage it. We always do," his throat closed up around his next words. Say it. Don't say it. But he had to say it he'd wanted to say it for so long and now he actually had a chance to say it without being under the pressure of changing back at any moment. "Ladybug we're partners and I would never let anything happen to you-" she was looking at him with her blue eyes shining with patient curiosity over what he was going to say next.

His heart clenched and he mentally pushed himself forward before he lost the rest of his nerve. "-because I loveyou." He said with one quick breath. For a moment she simply stared at him with her blue eyes not blinking and Chat wondered if he'd really been that incoherent. Then she blinked once, slowly as if waking up, her cheeks tinged pale pink with the start of a blush.

Then she gave a little gasp of breath and stared to speak. "Chat I'm flattered-." Whatever she was going to say would have to wait because Chat had found an extra ounce of nerve when he'd heard the first part of her sentence.

He'd meant for the kiss to be quick and simple just a peck on the lips, but he was so relieved that he'd finally admitted he loved her that it seemed the weight had been lifted from his chest.

She went tense at first but then she started to relax a little, he took this as a good sign and kissed her a little harder. Just when it seemed like she was comfortable with it she pushed her hands out in front of her. Widening the space between them.

He blinked at her. Confused and concerned. Perhaps he'd been a bit too forward.

Her blue eyes were wide and shimmered with the start of tears. Her cheeks were flushed.

His heart twinged. Please don't cry. He pressed his hand to her cheek and rubbed gently back and forth.

She went tense under his touch.

"I'm sorry Chat, I can't." her voice trembled.

Another situation and he would have laughed at the similarly between the words 'Chat' and 'can't' but his heart had fallen into his feet.

"Why not?" He asked softly.

She turned her face away from him and he grabbed her chin with his fingers, forcing her to look at him again. "I meant what I said about us being partners, you can tell me anything. I'll understand it'll be between us I swear." Ladybug exhaled a shaky breath.

"I-I like someone else." She said.

Chat must have looked visible hurt more than he'd meant to because Ladybug looked at him with a pled in her eyes for him to understand.

Of course she likes someone else. She's beautiful and amazing.

Chat smiled through the pain and squeezed her shoulders in a gesture meant to reassure her that he'd be fine.

His ring beeped and he glanced down at it. It was not really urgent that he leave just yet and they both knew it but Chat didn't seem to have energy anymore. " I should go. " he stated a little flatly. Ladybug shook her head pleadingly. "Chat- please don't… I shouldn't have said anything I feel horrible."

Chat shook his head firmly in return. "Don't," he insisted. "I'm glad you told me. It wouldn't have been fair to you when you like someone else… Just tell him he's one lucky cat." Chat flashed her a smile "I'll see you later." He finished before turning away from her and running across the street.


He slumped down against the wall of an alleyway and drew his knees up to his chin. Why had he confessed? Now stuff was going to be awkward between them and he didn't want that.

"Adrien?" Plagg asked from inside his head. Adrien mumbled something in half-hearted acknowledgement.

"I'm sorry it didn't go the way you'd hoped." Plagg attempted to comfort Adrien.

Adrien shrugged sadly in response.

"If you're going to sulk let's at least go home where there's cheese. Cheese always makes me feel better." Plagg coaxed.

Adrien's ring gave a more insistent beep. He'd be changing back soon. Adrien didn't care though and he started to ignore both the beeping sound and Plagg's attempts at comforting him. He felt rejected and angry and confused. He was too lost in his thoughts to pay attention to his surroundings, leaving Plagg the only one aware of the approaching akuma.

"Adrien!" Plagg insisted, panic in his voice. "Adrien snap out of it! We need to get out of here!" but the akuma had already reached them and landed on Adrien's ring. The ring gave off a series of rapid High-pitched beeps before it glitched, the pawprint image had reset the normal bright green tinged with black and purple.

Plagg and the akuma were now locked in a battle of wills to see which of the creatures could inhabit the ring. Plagg was doing his best to weaken the akuma and the akuma was returning the favor.

It was an odd feeling. The akuma was weakening him and at the same time lending him strength. Plagg knew this was because the akuma wanted Adrien to stay in his more powerful form as Chat Noir.

Plagg was aware of another voice echoing though Adrien's conscious. Darker and more threating. It made the Kwami shudder. Plagg knew that voice. Hawkmoth. Plagg hissed.

"Chat Noir. You feel rejected. I can help you get revenge on Ladybug."

"No," Came Chat's reply. "I'd never want revenge on her it's not her fault."

Plagg grinned. That was Adrien. Brave and true to his word.

Hawkmoth sounded impatiently annoyed.

"There is no need for you to be so noble Chat, she doesn't deserve your chivalry when she so clearly brushes it off." Adrien took longer to reply this time. "...what do you want?"

"Only to help you forget the pain she's caused you." Hawkmoth repiled.

"...but you won't hurt her?"

"There's nothing harmful about forgetting one little conversion Chat," Hawkmoth soothed. "You won't remember a thing."