Chapter 1

Marinette sat on the top step in the garden across from the Eiffel Tower where she went to let her mind drift and gather inspiration. She pulled out a large sketch pad and began working with her pencil after a while she put the pencil down and held the pad at arms length and surveyed her work. She looked around and saw there was no one nearby.

"What do you think, Tikki?" she asked and the red kwami floated up and looked at the pad.

"It's beautiful, Marinette," she replied. Across the top of the page was a banner that read; 'The Three Heroes of Paris' beneath the banner was a sketch of Chat Noir on the left, and Rena Rouge on the right with Ladybug between them. "You really drew them quite well, you're very talented."

"Thank you, Tikki," Marinette said, and the red and black kwami floated up and nuzzled against her cheek. "Hmmm, looks like we're not the only ones here today," she added.

Tikki floated up so she could peek over the top of the sketch pad. "That's Lila, isn't it?"

"Uh huh, and she doesn't look happy." Marinette replied, then stood up tucking her sketch pad under her arm and heading down the steps to the bench at the bottom. "I see I'm not the only one who likes to come here to think," she said as she walked up to where Lila sat.

"Or be alone," the brunette replied coldly, not looking up.

"I. . .I see, well. . .umm, I'm sorry if I disturbed you."

Marinette had turned and taken a couple of steps when she heard Lila's voice behind her.

"I'm sorry, that was very rude, please don't go."

Marinette turned back and saw that Lila had been crying, her eyes were red and slightly puffy and the streaks of her tears were plain to see on her cheeks. She quickly sat beside the brunette setting her pad on the bench and put her hand on Lila's shoulder. "Anything I can do to help?"

Lila took a shuddering deep breath, "I don't know. I don't think so. I brought this on myself."

Marinette's heart went out to the girl beside her as she hung her head and her tears spattered onto the pavement. "I know it helps to talk about it with someone," she said softly, "I'm willing to listen, and I won't judge you."

"Talking about it is easy since I know the subject so well," she said with an ironic chuckle, then looked over at Marinette, "I envy you, ya know. Your patents with their bakery, staying on one place, not moving every so often," Lila paused, and looked at her hands for a moment, "Just when I would start to make friends we'd have to move because of my father's job. I learned that because I had been to so many places that I could make up stories that others would find interesting, and couldn't check up on, and they would pay attention to me, think I was important." she paused for a moment, then looked off into the distance, "And it worked," she continued, "That is until I got here. When I forgot one important rule; to not tell a story that could be checked."

"And you told Alya that you were saved by Ladybug and that you and she were friends," Marinette supplied.

Lila nodded her head, "and she posted it on the Ladyblog. I never felt so embarrassed as I did when Ladybug called me out on it in front of Adrien."

Marinette's face showed her confusion, "That was a while ago though."

"And some of my classmates won't let me forget it," she admitted, then added under her breath, "one in particular."

"Let me guess, Chloe Bourgeois,"

Lila looked over at the raven haired girl beside her and saw the understanding in her blue eyes. "How. . . how did you know?"

"Let's just said that I've been wondering who she's been picking on lately, since I seemed to be getting a break for the first time since kindergarten." Marinette replied. She was thoughtful for a moment, "Would you like some help dealing with her?"

"Really?" Lila cried, then stunned Marinette by giving her a hug, "Thank you!"

Lila's hugging her caused Marinette to shift her position slightly on the bench and a small gust of wind caught her sketch pad and blew it to the ground.

"Let me," Lila said as she bent down and picked it up. Before she handed it back to Marinette she looked at the page that the wind had blown it open to, "Wow this is really good!" she gasped looking at the sketch of Chat Noir, Ladybug and Rena Rouge.

Marinette could tell that the brunette was looking at the sketch of Rena Rouge from the wistful expression on her face. "I'm sorry your being Volpina didn't work out," she said softly putting a hand on Lila's shoulder.

Lila sighed, then closed the pad. "It's alright," she said softly as she handed it back to Marinette. "I became Volpina because I wanted to get even with Ladybug, not because I wanted to defend Paris. From what I've heard from reports, that's what motivated Rena Rouge."

Before either girl could say anything more there was a loud roar, and the ground shook.

"She is miinneeeee!" a distorted male voice shouted, and a large humanoid form lumbered into view reminding Marinette of Stoneheart.

"We must get to safety, away from here," Lila said.

"Right," Marinette agreed and both girls stood and started running. Marinette was relieved to see that Lila had gone in the opposite direction. Thanking her luck for finding it, she ducked into a maintenance storage shed that had been left open.

"Tikki, spots on!"

Moments later Ladybug found the over-sized victim. Looking him over, her impression of Stoneheart seemed to be correct, except this version seemed to be made of metal. In his left hand, Ladybug saw that he held a young woman who was struggling to get free.

"Liam, let me go!" the woman shouted.

"I am not Liam, I am Ironwill and you are mine!" Ironwill bellowed.

"Do what she says and let her go!" Ladybug called, making her presence known. Getting no reaction other than a roar from the juggernaut, Ladybug threw her yo-yo and swung herself up to deliver a kick to the head.

The first one had no effect, and her second one didn't connect as Ironwill backhanded her out of the air. Landing with her back against the wall along the Seine, she quickly got back to her feet, and looked to locate her opponent. What she saw froze her blood in her veins.

"Chat, where are you?" Ladybug muttered.

Ironwill was single mindedly pursuing Ladybug, and she saw that he didn't care what he stepped on to get to her. Case in point, the bench that he just reduced to rubble, and the young woman with her infant in a stroller he would step on in a few steps. The ground shaking from his steps were keeping the woman from regaining her feet and getting herself and her child to safety.

Running quickly, Ladybug was soon unbuckling the infant from the stroller and lifting her out.

"Run!" she shouted to the child's mother, "I'll get her to safety."

Ladybug sighed in relief as the woman got to her feet and sprinted away, then she realized that Ironwill had stopped walking.

"Ladybug! Look out!" she heard a split second before she felt herself roughly shoved. Holding the child tightly against her chest, she twisted herself in mid-air putting herself between the infant and the pavement.

Her position gave her a ringside view of Ironwill slapping Lila from where Ladybug had been just a scant second before. Using her momentum to roll to her feet, Ladybug quickly ran over to where Lila had come to a stop.

"Lila, can you hear me?" she asked as she dropped to one knee beside the brunette.

Lila moaned as she tried to answer, then gave a cry of pain as she moved her right arm, which now had an extra bend between her elbow and wrist.

Hearing approaching footsteps Ladybug looked up and saw Alya and the mother of the child she held approaching.

"Miss Cesare, see to it Lila gets medical attention," she said as she handed the child over to its mother.

"They're already on their way." Alya said.

Ladybug nodded, then threw her yo-yo into the air. "Lucky charm!"

A moment later she held a medium sized sledge hammer in her hands. She looked from it to Ironwill, and saw a medallion flash red with black spots.

Right," she said to herself. "Now how do I do this without Chat to distract him?" she muttered. After a moment, she had an idea, then started running full tilt at Ironwill. Dodging his hands as he reached to grab her, Ladybug threw her yo-yo, the line going around his ankles as she slid between his feet. She got to her feet, then braced herself and pulled.

The result was Ironwill's ankles slamming together and he ended up sprawled on his back. Moving quickly she jumped up onto his chest and stood by the medallion the sledge hammer raised.

Two things happened simultaneously.

"Ladybug, get down!" Chat Noir's voice cried out.

And

Ironwill roared and brought his hands together, his left still clenched into a fist as he still held the woman, catching Ladybug between them.

Some how she stayed on her feet, focused on destroying the medallion when Ironwill repeated the attack.

The sledge hammer clattered to the pavement and Ladybug slithered off his chest to the ground and lay still.

"Milady?" Chat Noir called as he landed at her side. Using the utmost care he gathered her into his arms and put some distance between them and Ironwill. He was slightly relieved when she moaned when he set her down.

"Chat, unnnn, you came." Ladybug groaned. "Akuma. . . akuma in the medallion."

"That may be, Bugaboo, but you're in no shape to catch it if I set it free."

Ladybug took a deep breath, and licked her lips as she struggled to her feet. "I have to be, or that thing is going to level Paris looking for us. I'm the only one that can stop it."

"Milady, you can barely stand."

Ladybug closed her eyes and gave her head a short shake. "You standing here arguing with me isn't helping." she said softly but with no less determination. She opened her eyes and looked over at him.

Chat Noir met her gaze, but found that he couldn't hold it long. "Fine," he huffed as he turned and headed toward Ironwill. "Just be ready."

"I will, Kitty," she said softly. "And your concern means more to me than I can ever tell you." Giving her head another shake she forced herself to focus on the job at hand. "Gotta keep it together, or the pain will win." she muttered. She watched as Chat leapt onto Ironwill's shoulder.

"Cataclysm!" he shouted, then slammed his hand against the medallion which instantly turned to rust, a black butterfly with purple veins on it's wings flew up.

"No more evil doing for you little akuma." she said, "Time to de-evilize!" Ladybug called, spinning her yo-yo. "Gotcha," she exulted, then opened her yo-yo. "Bye bye, little butterfly."

As the now white butterfly flew off, Chat Noir walked up and handed her the sledge hammer.

"Miraculous Ladybug!" she shouted throwing the hammer up where it dissolved into thousands of ladybugs that swarmed everywhere, repairing the damage caused by Ironwill.

Chat Noir was surprised when Ladybug grabbed his arm, and he had to turn to her to keep her standing.

Until the last batch of ladybugs swarmed over the red and black clad heroine, then vanished.

"Wow," Chat Noir said when he saw Ladybug now standing straight and tall, with no ill effects of her being squashed twice.

Ladybug took a deep breath then cleared her throat and started walking over to where Lila, and Alya were.

"Lila, are you okay?" she asked.

"Yes, thanks to your Ladybug Cure," Lila replied, holding up her right arm now fully healed.

"Well you can now tell people that your not lieing when you say you helped me, and that we're friends. You put yourself in danger to help me, that alone makes you my friend." she gave Lila a hug. "Thank you."

Lila blushed at the attention, and Ladybug noticed that Alya was catching the exchange on her phone for the Ladyblog. She was happy about that as the video would be all over the net within hours, meaning that Lila would have a easier time getting support from her classmates against Chloe. She was shaken from her thoughts by her earring chirping.

"Chat, time to bug out."

"Right," he said and followed her around a small building.

"Chat, I need your help," Ladybug said

"Anything for you." he said. "Milady!" he cried as she collapsed and would have fallen to the ground had he not caught her. "Ladybug what's wrong?" he asked. She was now almost unable to stand and her breathing was fast and labored.

"It's what Master Fu has said, about our magic. Like the ultimate power, there is a price for it's use." she managed to say.

"Your being healed by the Ladybug Cure" he asked.

Ladybug nodded. "The result is that all my injuries have been healed, but I'm barely conscious which means I can't leave here under my own power. I'm trusting you Kitty. Trusting you to get me somewhere that you know I'll be safe, and that whoever you leave me with, I can trust with my civilian identity."

"Your identity?"

"I've got less than two minutes before my transformation drops. Do you know someone we can trust?"

"Yes I do." he replied. "Hang on. Milady I'll get you there as fast as I can.

True to his word, Chat Noir entered a room with Ladybug in his arms. He looked down at her when she moaned as he landed on the floor. "We're here, Bugaboo." he told her, and he watched as her eyes fluttered open just as her earring chirped.

"This isn't the room I would have chosen, but not because I don't trust Adrien Agrest, it's just that he has enough problems without knowing who I am, but I agree, I do trust him."

She didn't see the slight smile on Chat Noir's face as he lay her down on a couch. "I'll go get him," he said, but Ladybug's eyes were closed and he wasn't sure she was conscious.

He stepped into the bathroom off his room and dropped his transformation. Then, as Adrien, he went back onto his room.

"Ladybug, can you hear me?" he asked as he knelt beside the couch.

"Mmmmmm, Adrien," she said when her eyes opened. "I'm going to lose my transformation soon and most likely lose consciousness. There's something I need for you to do for me."

"Sure, just name it."

"When I de-transform a small creature, called a kwami will appear. Her name is Tikki, and she'll be very weak. Feed her a cookie and find her somewhere she can rest safely."

"You have my word, Ladybug. I'll keep her and you safe, and your identity."

"Thank you," she said and nodded. "Tikki, spots off."

Adrien stared in shock when he saw who was now laying on his couch. "Ladybug is Marinette," he said softly, then startled when he saw Tikki floating by her left shoulder.

"So now you know." Marinette said softly. "Please watch over Tikki."

Adrien nodded mutely, still in shock.

"You heard her, kid!" Plagg admonished, catching Tikki as she started to fall. "Go get a cookie, she hates cheese."

"Yeah, right." Adrien said and ran out to get one.

"You. . . you're a kwami," Marinette said. "How. . . why," she stammered then blacked out.

"Just so you know, kid, she saw me and recognized that I'm kwami." Plagg said when Adrien arrived with the cookie.

Adrien sat on the floor by Marinette's head as he fed bits of cookie to Tikki and he looked over at her. "Boy are you in for a surprise when you wake up." he said.