"Alright class, the end of the quarter test is coming up on Friday. That gives you two days to prepare. You will split into groups of four to study. You'll have the rest of class to prepare but I suggest you meet up outside of class to go over the course material together." The teacher states, having to raise her voice toward the end to be heard over the sudden chatter in the room.

"Okay Adrien! You can pair up with me. It'll be so nice to cuddle up on my couch to 'study'." Chloe purrs over Adrien's shoulder, wrapping her arms around his in a vice like grip.

"No Chloe, I will be picking the groups." The teacher says as she looks down at the premade list of groups.

"Oh humph. That sucks; it would have been so fun. Don't you think Adrikens?" Chloe murmurs as she flutters her eyelashes at him, far too close for comfort. "Ummm, I guess…" he mumbles as he carefully pries her arms off of him, trying not to hurt her feelings as he forces some distance between them.

"Group 1 will consist of Chloe, Ivan, Kim, and Sabrina. Group 2 will be Rose, Jekula…"

Adrien's attention is caught by Chloe's abrupt, and high pitched, scoff. "I don't want to be in that group. How about we work together outside of the group Adrien? You can come over to my place and we can study… or not…" she purrs at him, leaning across the edge of his desk seductively. At least, that's what he thought she was going for. She was constantly making passes at him and never seemed to see how uncomfortable it made him. He just doesn't like her like that.

"…Adrien, and Marinette. Alright everyone, get into your groups and get started."

Adrien quickly turns away from the now seething Chloe, confused at her anger but glad to have a reason to be away from her. She was always so pushy about her feeling for him; even though he was sure she only wanted him because of his status as a model. That was all anyone ever seemed to want him for. He was just a piece of arm candy to most people. Well, except for his friends.

He smiles as he looks up to see the flushed and grinning Marinette. She was giggling and shushing Alya about something she had said. He only caught the tail end of their whispered conversation. "-if he heard you?! Oh my god, I would die!" she groans, squeaking a little when she realizes he is looking at her.

He had to admit, she is really cute. Her long black hair frames her face in a flattering way and compliments her light complexion well. The pigtails are cute, if a bit childish, but they seem to fit her personality. Her eyes are the most amazing shade of blue. Staring into her eyes is like staring out across the Caribbean, the blue ocean an almost turquoise hue. They actually remind him of someone else, though he can't quite place who or why looking into the shy girls eyes makes his chest constrict in the most pleasant and painful way.

"Dude!" Nino exclaims, as if this wasn't the first time he had tried to get Adrien's attention. "Are you okay man? You were kinda staring a little there."

"I was? I was just stuck in thought I guess. Sorry Marinette… he turns back to look at her as he apologizes to see her staring at her hands with a face the color of strawberries. "I-i-its o-okay, I-uh-I-I barely even no-noticed…" she stammers out, proving that not only had she noticed but it had made her incredibly uncomfortable.

She had always been that way around him though. He would try to talk to her but she would turn red and stammer or just straight up run away from him. He just doesn't understand why she doesn't like him as much as other people in their class. She was always talking and joking with other people, taking charge when other people didn't know what to do. She always seemed so confident and sure of herself until he tried to talk to her. At first he had thought it was his father and fame that intimidated her, but seeing how she reacted to Chloe all the time knocked that option off his list. She was a mystery, one he is surprisingly interested in solving.

"Okay, seriously dude. It's been it's been like 5 minutes. Would you please get your head out of the clouds and help us come up with a study plan? We kinda can't do this without you, especially when none of us really understand physics that well." Nino shakes him out of his thoughts again, trying to keep his cool but obviously a little ticked off at Adrien's distracting thoughts.

"Ah-yeah, sorry Nino… so what do you guys need help with? I'll do my best to help but I'll admit that I'm falling behind in this class too." Adrien says, rubbing the back of his neck to try to keep from showing his embarrassment at being caught thinking about Marinette again.

"If you're falling behind then we are all in trouble." Ayla exclaims with her head in her hands, on the edge of freaking out.

"I'm sure we'll be okay guys! It's hard but I'm sure that if we buckle down and study hard we can do this!" Marinette practically yells, pumping a fist and staring each of them in the eye to show her determination. Adrien's heart falls a bit when she turns to look at him and almost immediately looks down at her notes, redness filling her cheeks the instant they catch eyes.

"You know what? You're right Mari! We can totally do this; all we gotta do is make a plan. Alright, so… how do we make a plan?" Nino's enthusiasm falters instantly.

"How about we pool all of our notes and quizzes to compare and go from there? That way we should have everything pretty much covered for the test." Adrien offers, looking at his friends and settling finally on Marinette's face. "Don't you think?" he asks her quietly.

She nods her head at him, meeting his eyes for only a moment before reaching for all her notes and past quizzes. He watches her curiously as she collects her things, shuffling around her papers and slowly shaking her head. He watches her hair swish back and forth, mesmerized at how it swishes past her eyes. He's so deep in thought, trying to figure out who she reminds him of, that her question surprises him enough to make him jump.

"Adrien, arent you going to follow your own advice?" she asks timidly, concern evidently her distractingly familiar yes.

"Yeah! Sorry, I was just-uh-planning out a possible study schedule. Ummm… we could maybe meet after school today and tomorrow?" he asks, trying to cover for his continuous blunders.

"I'm free; if you two are we could meet up in the library? Or maybe go to a café to study? At least there we could snack if the session takes too long." Nino looks back and forth between the two girls.

"If-if you want we could ju-just go to my house…? My parents would probably give us snacks for-for free and it would be a lot quieter… we could also study later if needed, the-uh-the library and café would eventually cl-close." Marinette offers, hopeful and nervous at the same time. Adrien found himself wondering again why she was always so shy around him. This study group may be the perfect opportunity to dissolve whatever barrier it was that kept her so uncomfortable around him.

"That sounds perfect! Are you sure your parents will be okay with all of us coming over for so long? This could take a couple hours." Adrien asks, giving her what he hopes would be seen as a reassuring and calming smile. It doesn't seem to work though, she only gets redder in the face and averts her eyes again before saying, "I-I'm sure. My-my parents are always happy when friends come over to visit… especially when it's someone other than Ayla." She finishes with an exasperated voice, throwing a stern glance over her shoulder at her best friend.

"Hey, it's not my fault you're always begging me to come over. Don't blame me me for being so loveable that you can't live without me." Ayla retorts, throwing a smug smile back.

"Oh whatever! I hardly even ask you to come over! You just show up sometimes to bug me into hanging out and stealing cookies." Marinette shoots back, looking quite high and mighty/.

"Why I never! I just know that if someone doesn't show up from time to time you'll go completely bonkers. Face it, I keep you sane." The girls stare at each other unflinchingly for a couple seconds before breaking down in a fit of giggles.

Yet again, Adrien catches himself staring. Something about Marinette is just so intriguing… familiar. He watches her for a few seconds, almost grasping the memory of someone she resembles. Just as he is about to grasp the memory, shimmering at the periphery of his consciousness, the bell rings. And just like that, it's gone.

Everyone jumps up, making their way out of the room as quickly as possible so as to stretch their lunch break as long as they possible could. He leaves the room trying to bring back whatever it was that he had been so close to, but it seems to be gone for good.

"Giirrrl! What is up with you and Adrien today? He couldn't keep his eyes off you!"Alya yells, overly excited for her friend.

"I don't know… nothing has really changed. Was he really staring at me?" Marinette asks, cheeks red and heart full of hope. Adrien was staring at her? Why? Is he starting to see her in a more-than-friendly way? Her heart starts pounding and her face may break if her smile gets any larger. But she has to stay calm. She can't let herself get too carried away. After all, she's just Marinette. There isn't anything special about her, at least not while she's Marinette. As her alter ego though… well, that doesn't matter. She would never be able to really interact with Adrien as Ladybug.

She shakes her head, trying to dislodge her negative thoughts. Coming back to reality, she settles her eyes on the beautiful, golden haired teen across the courtyard. He's laughing with Nino, shining like the sun. Looking at him is like looking at the sunrise. So beautiful you can't look away but so bright it almost hurts. He is just so perfect. Kind and smart, quick to defend others but never mean enough to make anyone upset. Perfectly mannered and graceful under pressure. And he is never caught making horrible puns. She can't help but compare him to the only other important teen to her, her partner. Chat Noir, her super hero sidekick whom she loves dearly… just not like that.

He obviously has feeling for her, though she doesn't take them overly seriously. All he ever does is flirt, even when he's not talking to her. The few times he had run into her not in her super hero costume, he had flirted so hard. She couldn't take his words seriously because of that, he probably flirts with every girl he meets.

But she has to admit that he has good points too. He is smart and kind, even funny sometimes even if most of his jokes are cringe worthy. And he is attractive. Fair features and an athletic build, though a bit thin like he doesn't eat enough to keep up with his activities as a superhero. And he has an easy confidence, not the cocky attitude he has sometimes, but the confidence that comes from knowing exactly what you want. He can be over the top sometimes but he is always just a bit irresistible when it's just the two of them. Luckily, he never pushes her for anything because if he did she would eventually fold. As hard as she tries, it can be hard to remain professional around him.

Lately, she finds herself comparing Chat to Adrien more and more often, there are a startling number of similarities. Their hair, and their easy confidence, something she is sure Adrien has learned from years of fans fawning over him. But it's similar all the same. There is also the small coincidence of Adrien disappearing just before Chat Noir shows up every time. Not that it proves anything; most people disappear when an akuma shows up.

No matter the similarities, Marinette knows they aren't the same person. Adrien is too sophisticated and her partner is too… Chat. Ayla has broached the subject before, having even made a photo shopped picture of Adrien look like Chat, but it just couldn't be. There is no way.

"Marinette! Earth to Marinette."

"What?" snapped back to reality, Alya's face coming into view.

"Wow, you were really deep in thought there. Geez girl, you need to stay in this world. Now, as I was trying to say. Shouldn't you maybe go clean up your room before the guys come over after school? I mean, if you don't mind your crush seeing his face plastered all over your room…" Ayla trails off knowingly.

With a sharp yelp, Marinette jumps up and quickly gathers her stuff off of the bench. She runs off home, yelling a quick thank you over her shoulder as she goes.

Once home she sprints past her parents with a gasped hello. She whirls around her room, pulling pictures of Adrien off her walls. Tikki pops out of her purse, her tiny face full of amusement. "You were almost in a bit of trouble there. It's a good thing Ayla is able to keep her head, unlike someone I know…" she giggles as her out of breath chosen rushes around her room.

"Oh shush. I would have thought of it… eventually." She finishes, grimacing at her own thoughtlessness. After a few minutes of scrambling, and a few falls due to getting ahead of herself, she finally has all the photos and posters put away safely. All she has to do now is fix her computer background and then she can relax.

"Marinette, how are you going to focus on studying for this test when you can't even remember your own name when Adrien is around?"

"I can so remember my name around him! It just takes me a bit longer to say it when he's in the room. I can keep a straight line of thought; I just can't necessarily say it."

She sits in her room for a few more minutes, thinking about Adrien. He had been looking at her a lot that day. With a strange look on his face, it reminded her of Chat just a bit. Eyes wide, mouth open a little with a ghost of a smile on his lips. It's the same look Chat gives her just before he tries some crappy pickup line. Maybe Adrien was thinking about… no, there was no way. First off, he's not the type to use cheesy pickup lines. He's far too mature. Secondly, even if he did there is no way he'd be using them on her. As much as she likes him and wants to be with him, he is too good for her. He is way out of her league.

"Stop it!" Tikki yells all of a sudden. Her tiny fists are balled up in fury. "I know what you're thinking and no, he is not too good for you. You're amazing Marinette and he should count himself lucky that you even looked at him twice." Seething, the tiny creature gets in Marinette's face.

"Wh-what? I wasn't thinking that. I-I was thinking about studying and the upcoming test. Yeah, I'm gonna have to study really hard to pass. Long sleepless nights and… okay, so I was thinking that, but only because it's true. How did you know? Can you read my thoughts now?" she jokes, trying to calm the kwami down.

"It's written all over your face. Now listen to me, you are one of the best people I have ever met. You're amazing, talented, smart, kind, funny, brave, and a bunch of other good things that I can't even think of because I'm so mad at you. Stop doubting yourself. You deserve the world."

"Do you really think so Tikki?" Marinette asks quietly.

"I know so Marinette! You are amazing and if he doesn't realize that then it's his loss." Tikki nods with finality.

"Thanks Tikki, you're right! I'm gonna knock his socks off tonight. I'll be calm and collected and he will fall for me for sure. He won't even know what hit him."

With this she grabs her backpack and heads down to tell her parents the plan for that night. With a hug goodbye and a couple cookies for Tikki and Ayla, she heads back to school with a heart full of confidence and hope.

Adrien stretches as the final bell rings and school is dismissed for the day. He had called Nathalie during lunch to let her know that he would be home late because of a group project. Not a total lie, just a bit of a stretch of the truth. He is being depended on by classmates for a grade, the fact that they aren't being graded together doesn't really matter.

He is a bit nervous though, the thought of being in Marinette's house gives him butterflies. Not because he has feeling for her but because he feels a bit awkward around her. She has always been so skittish around him and he doesn't want to make her uncomfortable in her own house. Well, that and he has been caught looking at her a couple more times throughout the day. He still doesn't even know why.

Pouring over these thoughts and trying to calm himself, he collects his things and makes his way toward the front door to wait for Nino and the girls. "So dude, are you gonna tell me what's going on with you today?" Nino looks at him with interest, obviously trying to stay calm and hold back his excitement. Obviously, Adrien likes Marinette. Or so Nino seems to think.

"What do you mean? Nothing's going on with me."

"Don't even man! You were staring at Marinette all day. You didn't even try to hide it. I thought she was gonna have a heart attack… do you like her?" Nino asks, wiggling his eyebrows.

"Yeah. Well, no. I don't like her like that… she's a friend, that all." He shrugs, watching the girl in question talk animatedly with Alya on the second floor.

"Yeah, you keep telling yourself that. I know better, you're still staring now. Seriously man, you've got it bad. Nino states matter-of-factly with a smug smile in place.

"Come on Nino! I mean, sure she's cute. And she's really nice and funny and all but… you know how she is around me, she can barely even talk. I make her uncomfortable somehow. And anyway, I kind of like someone else…" he trails off, thinking about his lady.

"Really? Who?" Nino asks, interest piqued.

"Ummmmm… I'm not telling. You'd laugh at me." Adrien replies with a shy smile. No one would ever understand. He loves "ladybug but telling people that as Adrien would just make him sound like a fanboy. After all, how could Adrien Agreste, famous model, personally know the masked superhero and savior of Paris, Ladybug. It's not like he could tell people he is Chat Noir.

"It's Ladybug isn't it? You are such a fanboy…" Nino tsks and shakes his head. Adrien sighs, neither confirming nor denying Nino's assumption. He knew his friend wouldn't understand.

"What is taking those two so long?" Nino sighs in frustration.

"You just want to spend more time with Ayla."

Nino rounds on Adrien, eyes bulging and mouth open in disbelief. "What?! I do not, I-uh-I just want to get started studying. I am super focused on getting an A is all." He exclaims.

"You aren't fooling anyone. You always get so excited to see her and you smile like a fool when she talks to you. Lie to yourself all you want but you can't lie to me. You like her." Adrien finishes smugly.

Nino sputters for a second, ready to retort, when they hear a voice. "Who does he like?" spinning around, Nino finds himself face-to-face with the very girl. Ayla stands there, waiting expectantly for an answer. "Oh-uh… no-no one. Umm… we were just-uh-talking about a … video game?" She turns to Adrien in the hopes of getting an answer from him only to find him looking at Marinette again.

She is turned away from them, standing off to the side on the phone and rummaging through her purse. Every couple of seconds she throws a glance his way, turning a slightly deeper shade of red before turning back around.

Worried something is wrong, Adrien makes his way over to her, concerned by the tense way she is holding her shoulders. "…coming to my house, I can't believe it! What if I make a fool of myself in front of him? I would-"

"Marinette, is everything okay? You look kind of upset… is something wrong?" he asks. She spins around at the sound of his voice, hand going to her purse protectively as she takes a step back and turns bright red. Does she think he is going to steal her purse?

"E-everything is f-fine. We sh-should get going. Umm, my parents are-uh- making some snacks for us to eat while we study. Do you-uh-have everything together? That you-you need for… the… studying?" she looks so uncomfortable. Why? What did he do?

"Yes, I've got everything. Are you ready to go?"

She nods mutely, giving him a timid smile before practically sprinting out the front door of the school. She comes back in a few seconds later to grab Alya and Nino before waving for him to follow and rushing out again.

After a brisk walk, brisk meaning half jogging, they make it to her parents bakery. Adrien had only been there a few times before and he is still taken by the feeling of the building. It feels so warm. Not in the literal sense, it just that it seems like a happy and… warm place.

A small bell tinkles as she opens to door and the smell of freshly baked bread fills the air around him. "Is that you Marinette?" a deep voice calls from behind a door in the back. A large man steps out, beaming a vibrant and gleeful smile at the blue eyed girl. "Yes, it's me papa. You remember Nino, Alya, and Adrien. "She steps out of the hug her father had pulled her into to gesture to her friends. Adrien is struck again at just how large her father is. Not only in height, the man looks like he can lift a car like it's nothing.

"Hiya kiddos, nice to see you all again. Especially you Adrien, we don't get to see you often enough. It's nice to have you back again. Go ahead upstairs and make yourselves comfortable. I'm sure Sabine will be up soon with some snacks for all of you. If there's anything you need, feel free to call down." Her massive father finishes as he ushers them upstairs, throwing a wink at Adrien and chuckling to himself as he makes his way back to the register to check out a customer.

Perplexed by the wink, not knowing what it meant or why it had been directed at him, Adrien makes his way upstairs. Ayla and Marinette chatter ahead of him and though he can't make out everything they're saying, he does hear his name once or twice.

Her house is just as nice as he remembers, cozy and definitely hers. Neat and a bit eclectic, pink cushions and curtains everywhere. "Nice, isn't it? A bit pink for my taste but fitting for her. She disappeared for days a few months ago to do all this." Nino nods toward Marinette.

"What do you mean? Did she have to leave town to find all this or… oh. She made all this?" grabbing a frilly pillow off the chair closest to him, Adrien studies the intricate embroidery. A large ladybug surrounded by delicate butterflies set on a light pink background. "This looks professionally made! There's no way."

"Remember back in May when she wasn't in school for a week? She had fallen down the stairs and hurt her back. The doctors made her stay home on bed rest for a couple days. Not that she does bed rest well; all she wanted to do was move around. Her parents got her a bunch of fabric and thread in the hopes it would keep her still. They made it back to her room three days later to find her surrounded by all these pillows and curtains, stitching that one you're holding. She is an unstoppable force when she puts her mind to something."

"What'cha talkin bout?" Ayla strolls over as Marinette makes her way into the kitchen and starts unloading sodas into a bag.

"Nino was just telling me the story behind all this." He replies, gesturing in awe to the rest of the room. He gently brushes his fingertips over the ladybug on the pillow, that same nagging memory pulling at his mind again.

"Oh yeah, I don't think she even slept that week."

"Who didn't sleep?" Marinette asks, giving Ayla a skeptical look.

"You. Adrien was just admiring your work and Nino was telling him the story behind all this pink." Ayla gestures around the room before nudging her friend with her elbow and trying to nonchalantly point at the pillow Adrien is still holding.

"Oh, ah-yeah… I slept that week; I wasn't all that tired anyway. I got a couple hours though… my back hurt too much to lay down for too long." She ends with a pout, hand resting on her back as if she can still feel it.

"You did a great job. Did you use the machine to do the stitching here? It's incredible." Adrien points to the ladybug, stroking the delicate image.

"Ah…no, i-it was all by hand… do you really like it?" she asks as her cheeks turn a pleasant shade of pink, obviously embarrassed to hear his compliment.

"It's amazing! You're really talented."

"She sure is. You should see her clothing designs, they're amazing. Just wait, somedays she's gonna give your dad a run for his money." Smiling smugly, Ayla throws an arm around her best friend's shoulders.

"As much as I love the complements, shouldn't we get to studying? We do kind of have a lot to do." Bright faced and smiling, Marinette pulls away from her friends embrace and waves for them to follow her up another set of stairs.

Adrien finds himself a bit nervous; he hadn't expected to find himself in her bedroom. It makes sense for them to work up there since they could be up late and possibly get into her parent's way after the bakery closed. But it just seems like such a private place. Sure, he's been there before but this seems different. Maybe he's different… he tells himself to be extra careful not to make her uncomfortable, not in her own room. He just won't be able to forgive himself if he were the reason she lost that easy smile.

"Are you just going to stand there or are you going to come sit down?" he realizes too late that he had been staring again. She absent mindedly pats the chaise next to her, silently inviting him to come sit by her. To his surprise, he feels himself walk over and sit, close enough to her that their shoulders brush. With a poorly concealed squeak, she bounces in her seat and scoots over a few inches to put space between them. As if to soften the blow, she gives him a timid smile. She had probably seen the disappointment in his eyes when she moved.

Why is he disappointed that she moved? Thoroughly confused at his own emotions, he smiles at her and turns to Nino and Ayla seated on the floor across from them. "So how do you guys want to start this study session?"

As the night goes on, she sees Marinette relax more and more. By the time her parents bring up soup and sandwiches for dinner, she's joking and carrying on like she does with everyone else. Every once in a while she will look at him and sober up, but at least she is more relaxed than normal. She is still timid when talking directly to him but she does joke with him once or twice.

It's too much fun studying with friends, they continuously get off topic and Marinette has to scold them back into paying attention. Soon enough Ayla has to go home, Nino follows soon after. Hours had passed without them realizing, when Nino's mother calls its already past 10.

"Well, I guess I should get going too. I don't want to keep you up too late with this. I'll see you tomorrow." He sighs as he stands up to collect his things.

"You don't have to go if you don't want to… I mean, if you want to keep studying just the two of us we can. I-I wouldn't mind s-some extra study time…" she looks up at him through her lashes, cheeks pink and a small smile tugging at her lips.

He stands in stunned silence for a few seconds, unsure if what he had just heard was real. The look on her face is just too much; he feels his heart beat pick up as her blue eyes sparkle up at him. "You want me to stay and keep studying?" she looks away for a second before nodding. "Uhhh… yeah, I can stay. I mean, if you don't mind…" he looks over at Nino who just laughs, shrugs, and waves goodbye on his way down the stairs.

"Traitor…" Adrien mumbles as he carefully sets his things back down. "So… um… what else do you want to go over?" he doesn't know how to act anymore, not when it's just the two of them. Not when she's sitting there so close to him, making his chest feel tight. What is up with him today?

"Well, I know we went over it earlier but the stuff about light is still confusing me. Like, how light relates to radio waves and stuff. It's confusing…" she looks down at her notes, a small pinch forming in her brow. If he weren't actively controlling his thoughts, he would say it's adorable. At least, he pretends not to have thought it.

"Okay, that understandable. Radio waves and x-rays and all that are light. You remember that spectrum we were talking about earlier? Everything on it is light; it's just that only certain parts are visible to the human eye. Just like the light of the lamp over there can be separated into a rainbow, the rest of the light spectrum can be split up."

Looking down at her paper, she adds a couple notes. He watches her head nod along while explaining and is struck by how easy it is so far. Apparently, school is too important to be nervous around him, at least not while they're studying for a test.

The night continues on like this, one of them asks a question and the other will explain it or look it up. They do have to use the computer a couple times, but most of the answers are in the book. They even talk a bit while taking a break.

She's an avid reader when she's not sewing and she does cook a little, she has been known to draw and paint, she even tried pottery once. According to her she wasn't very good at it, though he doubts that. She seems to be good at everything she tries. He even finds out that she like parkour, though she quickly informs him that she doesn't do it often because it's dangerous.

She doesn't open up to him completely, she is still obviously nervous around him. But she has opened up a bit just the same, probably more than he has. She asks questions and he tries to answer them but there honestly isn't that much to know about him. He is a model, his father is famous, he had been home schooled until just over a year ago, and he likes fencing. The only interesting thing about him is that he is a part time superhero, not that he can tell her that.

They eventually abandon studying, instead talking about video games and movies they like. The conversation rolls, the more they talk the more comfortable they become together. Eventually, they both fall asleep.