"Oh my god. My ovaries just exploded."

"Alya-"

"Nope, I'm done. That look? Those eyes? I'm pregnant."

"I thought your ovaries had exploded?"

"I'm a medical mystery. Maybe he can puzzle it out for me. I demand a thorough investigation." Alya wiggled her eyebrows and Marinette couldn't contain her laugh anymore.

"You're ridiculous."

"No. Those cheekbones are ridiculous."

"Eh."

"EH? EH?! MARINETTE DUPAIN-CHENG DID YOU JUST EH BENEDICT CUMBERBATCH?!"

Marinette recoiled, but still glanced towards her stack of magazines, each featuring a certain someone who she definitely did not regard as 'eh'. Alya babbled on as she flipped through his most recent shoot. As they'd gotten older, Adrien only got more and more high couture in his shoots, making the product he was promoting more and more vague. He'd done a strange outdoor shoot in the mountains a few months ago that was somehow an ad for cologne. Marinette couldn't find the relevance, but Adrien in a plaid shirt awakened a lumbersexual inside her she didn't even know existed.

This most recent one was even more ambiguous. The only thing Marinette was relatively sure of was that it was not an ad for clothing, at least if the state of his undress was anything to go off of.

"I mean, he's not blonde," Alya continued, and Marinette hummed in agreement, blushing slightly as she looked at the wide plains of Adrien's muscular back.

"His stylishly tousled hair falling to frame soul-searching emerald eyes…" Marinette memorized his roguish smile as the profile of his face glanced back towards the camera over his shoulder. There was something familiar in the glint of his eyes, but she was sure she'd never seen Adrien look so open and mischievous.

"...with a come-hither grin that makes you want to moan 'just take me now, Adrien!'"

Marinette's head snapped up to the screen her face burning red as the sound of Adrien's name brought her back into the reality of what Alya was saying.

"Alya!" she screeched, looking around to make sure her parents hadn't chosen that moment to check on her.

"Girl, you are so hopeless." Her best friend chuckled at her pain as Marinette allowed her head to clunk forward onto her desk. She couldn't disagree with Alya, though.

"Just when I was getting over it," she groans to herself, but hears Alya's sigh. She had been getting over it. Gone were the days she had a shrine to the blonde model on her wall, and thank god she'd grown out of her stalker phase and no longer had his schedule memorized. Adrien and her were friends now. Three years, and she could have full conversations with him without stuttering. They often grabbed coffee before school and had gaming sessions, just the two of them when it was 2 am and neither could sleep. He somehow was always on the same crazy schedule as she was, and every time she was restless after an akuma, he was awake and there to indulge her in some mindless gaming chatter.

She felt comfortable with him, but that didn't mean she was oblivious to his body. Her attention turned back to the magazine, imagining the torn shirt slipping the rest of the way off of Adrien's shoulders and pooling on the floor by his feet...

Right at that moment, a tap sounded at her window and she spun around to see familiar green eyes framed by a black mask. An image of Adrien clad in skin-tight leather sprung to her mind unbidden, but she quickly vanished that image before she could concentrate on it and let it melt her brain into a puddle of gah! for all eternity.

"Uh, Alya, I have to go." She slid slightly out of view of the webcam and motioned for Chat to come in before looking back at her friend.

"Mmmhmm, fine. Be that way. Go pine after Adrikins, just try not to fall asleep holding the magazine this time." Alya gave her a knowing smirk and Marinette's face didn't turn red. It went straight to purple, her eyes darting to Chat, whose mouth had dropped open.

"BYE ALYA." She ended the call and slammed her computer shut, staring at the wall in front of her and refusing to meet Chat's eyes until she could get a hold of herself. He cleared his throat behind her, and she spun in her chair to face him.

"Interrupting something?" His face had returned to his usual mischievous grin and his eyes darted between her face and her lap. Looking down, she realized she was still clutching the magazine, open to Adrien's most recent ad. She snapped it shut, tossing it on the table behind her in what she hoped was a nonchalant way. She couldn't know for sure if it worked because Marinette Dupain-Cheng had never successfully been nonchalant in her life.

"What are you doing here?" She met his eyes, hoping to move on swiftly from the elephant in the room and the fact that, in Chat's eyes at least, she'd just been caught lusting after some random celebrity. Chat's eyes gleamed, but he followed her lead.

"Just in the neighborhood. Thought I'd pop in and see my favorite Princess."

"Oh, your favorite? So you have more than one Princess?" She quirked an eyebrow at him, their teasing banter coming easily to her after so many years. Ever since Evillustrator, this had become a habit for Chat, popping in to visit with Marinette. She'd learned over the years that she was the only civilian he did this with and recently...recently she'd started to hope that maybe he was starting to fall for the girl as much as he had for the superhero. After all, he was part of the reason she finally was moving on from Adrien. A large part.

Not that she still didn't have a hopeless crush on Adrien, because she definitely did. Try as she might, she was still entranced by his kind eyes and quiet strength, but the closer she got to him, the more she realized he was holding back. She so desperately wanted to know the real him, and there would be moments when she would catch glimpses. Sometimes, when they were alone, she finally felt those carefully constructed walls tumble down and was grateful every time he shot her one of his lazy, crooked smiles. It was still rare, though, and while he had opened up to her much more over the years, she felt like there was this part of him that she could never reach. At times, she felt like he was on the edge, ready to just give up and let her in completely, but he always stopped himself. He was forever holding back. As much as Marinette wanted more, she didn't know if he'd ever be able to give it to her.

And then there was Chat, giving so willingly everything she felt Adrien was hiding. His carefree smiles were as easy as breathing and his outgoing personality sparkled like the sea on a sunny day. They'd been close as Ladybug and Chat for years, but the more he visited her as Marinette, the more she felt she really knew him . They talked about movies and books and just life in general. Teasing each other with corny jokes and indulging each other's-mainly Marinette's- jumbled, stress-induced rants. They could just be together, and despite the mask-her not knowing his true identity and him not knowing that she was Ladybug-she'd never felt so known by someone. She never knew someone so well, either. While Adrien would always be her what if , destiny apparently only ever planned for it to be a collegé crush. Chat was her present.

"You know I don't. I'm a loyal alley Chat." He winked at her and she felt her heart flip.

"Good," she smirked, and got up to grab some snacks for him, but as she walked by he caught her by the waist.

"But what about you, Princess? Seems like I may have to fight this model for the role of your favorite blonde boy." His lips were turned upward, but she could see a real question in his eyes.

"Don't be silly, Kitty." She flicked his bell before going to rummage in her chest where she kept the cookies he and Tikki liked.

"Oh? So, what? No competition between me and this Adrien kid?" He sank to the floor, leaning up against her bed as she walked over to sit in front of him. "What is it? Pretty, but a jerk? Lights on, but no one's home?"

"No," she answered immediately and a bit more vehemently that she had meant to. He simply raised his eyebrows at her in surprise and waited for her to elaborate.

"Adrien is one of the kindest and most intelligent people I know. He's selfless and generous and he genuinely cares about people. He's...He's had a lot to deal with in life, more than he should, but he didn't let it make him cruel. He's more than the gorgeous model people see. I mean...I've had a crush on him for three years, but now..." She trailed off, remembering that she was talking to someone else. She looked up at Chat. "He's my friend."

Chat's eyes were misty.

"Does he know?" He asked, his voice tinged with an emotion that she couldn't place.

"No. I tried to tell him so many times, but always fumbled my words, and then, I was just happy to be his friend. He's one of the people I trust the most, and I would never want to jeopardize that and make him uncomfortable. Besides, I always got the feeling that there is still this wall between us."

"What do you mean?" Chat leaned forward now.

"I mean, I get flashes of the real Adrien, but even then I feel like he's holding back a part of himself, afraid to let the world, or at least me, see it. As much as I want to know him, I don't want to push him into something that he doesn't want or isn't comfortable with. I can take a hint. I guess we just weren't meant to be," she sighed, looking at Chat again, her expression turning tender. "I can tell he's still in pain sometimes, Chat. And I just hope he can find someone to share it with."

"I have," Chat spoke before he could filter his words and looked up at Marinette hoping she didn't notice his slip, but she only leaned over and caught his hand in hers.

"I have, too," she spoke softly and he released a breath he didn't know he'd been holding, realizing the implication of her words.

Chat looked closely at Marinette, marveling at how wrong she was. The girl who somehow had managed to know all of him, even if she didn't realize it yet. The girl who'd swiftly stole his heart before he even realized what was happening. She was right. He was always careful around her as Adrien, trying to make sure he didn't let too much of Chat slip through. As Chat, he could be the unrestrained version of himself, who he would be everyday if he was only allowed to breathe .

He could hear the subtle longing in her voice, but it was overshadowed by her resolve in her decision, something that he could relate to completely. As much as he loved his lady, she also held back with him, as if afraid that he'd figure her out and bolt. As much as he'd hoped otherwise, they too seem destined to just be friends.

But then looking at the brunette sitting before him, he can't find it in himself to mind. He'd always noticed her as Adrien, and after finding out that she didn't hate him for their first encounter, he knew she was exactly the kind of person he wanted in his life, in and out of the mask. Somehow, Marinette managed to vividly see both sides of him. She cared for all of him, even if she couldn't reconcile the boy with the kind eyes and the cat with the easy smile just yet.

"So, do you need a picture of me to fall asleep with, Princess? Because that can be arranged." He leaned back and stretched out on the floor, trying to lighten the topic, but also keenly aware of the way she was looking at him and the things it did his heart.

"No kitty, I'm alright," She responded, and he put a hand over his heart in mock-pain. "I have a better idea," she continued with a glint in her eye. She scooched over, curling up into his side and resting her head on his shoulder. Chat felt like he was having heart palpitations, but was too blissfully happy to care.

I love you , the thought rang through Chat's mind as if he spoke it aloud, but one glance down at the drowsy girl by his side assured him he hadn't. I'm going to tell her , he decided right then and there. He'd just have to find the right way.

Wrapping his arms around Marinette as she fell asleep, Chat allowed himself to just savor her presence and decided to obsess about worst case-scenarios of how that would go down later. He fell asleep with his princess in his arms, and all was right with the world for now.

Hours later, when Chat's transformation wore off, Plagg floated through Marinette's darkened room, in a hopeless search for cheese when he barreled into a very familiar face .

"TIK-" a small red hand covered his mouth, effectively cutting off his exclamation. He looked up into her smiling eyes and practically melted, but then looked back at the two sleeping teenagers as it dawned on him exactly why Tikki was in Marinette's room. Composing his face back in its usual expression of indifference, he turned back to his old friend. The slant of her eyes made him very aware of how easily Tikki could see right through him.

"Come on, there's cheese downstairs, and you can gush there without waking the children," she floated away without another word and Plagg smirked, stealing a quick glance back at Adrien and the girl he'd fallen in love with twice .

"God, how does every Chat Noir not realize that you're such a sap," Tikki whispered, coming back over to forcibly drag him out of the room, but there was a sweet smile on her face, and Plagg knew that she was going to be a happy-crying mess later. As he followed Tikki towards the kitchen, he smiled his mischievous grin.

Oh, Adrien was never going to live this down.

AN: Thanks for reading and showing some (fluff-only) Marichat love! To stay UTD on new stories, follow me on tumblr: unforgetabELLE