She was sitting on one of the benches just outside the school when he found her. Head on hands on elbows on knees, her gaze was far away from the steps of their college. Adrien hesitated before waving off some of his fencing teammates to go ahead without him.

Monsieur D'Argencourt and his temper could wait for a friend.

"Is everything okay?"

She hadn't seen him approaching. That much was clear when she yelped and nearly startled out of her seat.

"Sorry!" He said rubbing the back of his neck as Marinette quickly righted herself.

She waved him away, her shock at his sudden appearance fading back into the more subdued distraction that drew him to her in the first place.

When he first overheard Alya worrying over their friend this morning he initially shrugged off her concern. Sure, Marinette had been a little down the night before but he thought that Chat Noir had done a pretty good job of cheering her up.

That was, of course, before he saw her.

Marinette really didn't look okay.

Not that she looked bad– she just looked so… lost. So very much not like Marinette.

"D-don't worry about it," She stammered, hand over her heart. "I guess I'm just a little jumpy today."

She paused, a wry not-quite smile tugging at her lips. "Well, jumpier."

Adrien did smile, ignoring her self-deprecating tone, and gestured towards the seat beside her.

"Do you want some company?"

She hesitated and he briefly wondered if she might say no when she pulled her bag closer to her side to make room for him on the bench. The school was relatively empty at this time of day– most of the students having gone home for the evening. The only reason Adrien was even here was for practice, D'Argencourt insisting on doubling their training in preparation for his upcoming tournament.

He took the offered seat as Marinette stared out at the empty courtyard. It was quiet. Not uncomfortably so but nothing like the companionable silence they shared on her balcony when they were both wallowing in their own misery.

"Alya said you were upset." He ventured.

Marinette huffed a small laugh "Alya would."

It warmed him to see her smile even as it gradually faded away to the tight frown she'd been wearing all day.

"Do you want to talk about it?"

She looked surprised and he rushed on.

"I'm no Alya but I've got excellent hearing," He tugged at his ear with a reckless grin.

Adrien so desperately wanted to help her, to provide even just a fraction of the comfort she'd unknowingly given him as he waited for his lady who would never show.

He'd been hoping to make her laugh but was met with a shy, gentle smile that sent a sharp pang through his chest instead.

Marinette shook her head and looked down at her lap. One hand was fidgeting with the edge of her blazer, clenching and unclenching in nervous distraction. Her other hand, her farthest hand, was beside her on the bench, preoccupied and unseen.

"We missed you yesterday," She said.

Adrien felt the guilt he'd pushed aside the day before when he'd texted Nino he wasn't going to make it flood back in. Ditching his friends for plans he hadn't officially made with Ladybug was not a cool thing to do.

He reached for his miraculous, twisting it around and around. "Ah, yeah. Me too. But my father–"

"I know," She said simply, sympathetically. "We understand."

Adrien sucked. He well and truly sucked.

"For what it's worth," He said, swallowing his shame and gently bumping her shoulder with his. "I missed you guys too."

Marinette met his eyes with shy side-glance. The bridge of her nose was pink in the late afternoon sun and not for the first time in the last fourteen hours Adrien wondered who could be stupid enough to break the heart of one of his sweetest friends.

Marinette was the one to look away first. She fiddled with a stray thread on the cuff of her sleeve and sighed.

"I have this friend," She said softly, slowly.

Adrien resisted the urge to cheer and said instead, "A friend?"

Her brows drew together. "Doesn't really seem like the right word for him but yeah."

"Him, huh?" He grinned, shoving a teasing elbow into her side.

Marinette blushed. "It's not like that."

"No?" He asked.

"No," She hesitated. "Or at least it wasn't like that."

Marinette shifted, drawing her knees up onto the bench just below her chin and wrapping her arms around them. "I don't really know anymore."

"What do you meerph–!" He squeaked, the garbled fragment of definitely-not words strangling in his throat. She shot him a questioning look that he couldn't really answer as he stared transfixed at the red rose clutched in her previously unseen hand.

The very familiar, very striking rose that he had given a very different girl.

You can keep the rose. It goes with your costume.

"Adrien?" She asked, concern chasing away her previous uncertainty.

He couldn't answer. She followed his panicked gaze to the incriminating flower and laughed nervously.

"Ah, yeah." She tried smiling and ran her thumb over the thornless stem. "I kind of had a similar reaction when he gave it to me."

Marinette looked up from the flower to meet his eyes. "It's beautiful isn't it?"

"Mmhmmm." He said, not at all panicking, caught in a sea of blue so familiar he could drown.

Oh god, this could not be happening.

"I know I should probably put it in water but…" She trailed off with a damning shrug.

Adrien whimpered. He knew that shrug.

But it was impossible. The universe could never be that cruel. Plagg warned him that bad luck came with the territory of being the black cat but there was bad luck and then there was this.

The this was currently resting the hand holding his rose on his arm in questioning worry.

"Are you all right?"

No, I'm really, really not.

"Yes," He squeaked, shaking his head.

This was a nightmare. It had to be a nightmare.

There was no way that this was happening.

There was no way that his beautiful, clumsy, stubborn, Ladybug could be his thoughtful, resourceful, adorable friend.

Absolutely not.

Because if it was true – and really as his horrified eyes roved over her he was hard pressed to come up with a reason it couldn't be – then that meant that Adrien had spent the previous night whining about his feelings for Ladybug to Ladybug.

Oh my god.

Adrien held back a groan and resisted the urge to bury his hands in his hair. She must think I'm such a loser. There was no way he could ever reveal himself to her now. Not without giving up the last shreds of his dignity.

He was pulled from his internal shame spiral by a soft squeeze on his arm. Marinette's eyes were kind and not at all knowing- a small comfort to his rapidly deflating ego.

"I won't press you or anything but just so you know," She bit her lip and gestured to her ears, inadvertently drawing his eyes to the dark earrings she never took off. "I've got excellent hearing too."

Adrien laughed in spite of himself. This girl.

"Besides," She continued with a sigh. "Listening to someone else's problems might be a nice distraction from my own."

Oh. Right. Her problems.

Him.

Adrien pushed aside the pang of jealousy and disappointment he'd been nursing the night before. He meant what he'd said to Plagg– being Ladybug's friend was more important than any potential heartbreak. Even if that potential had suddenly doubled over the past ten minutes.

Marinette Dupain-Cheng was Ladybug.

And she liked someone else.

Adrien couldn't help it. His thoughts rapid-fire raced through every one of their shared acquaintance- some one or other of them was the luckiest bastard in the whole of Paris and they didn't even know it.

Or maybe they did and they just didn't care.

"This friend," He said, breaking the silence when he was sure his voice would come out in some vague approximation of normal. Marinette waited for him to continue but Adrien found he didn't really know what he wanted to say only that he wanted her to keep talking.

It didn't seem to matter. She understood him anyway.

She always understood him.

"Yeah. This friend," She whispered, twirling the stem of the damning rose in her hand. "I think I hurt him yesterday. I never really thought he was serious. He's kind of… larger than life really."

She smiled and it hurt.

"I guess I didn't know him as well as I thought."

"D-does that change anything?"

"Hm?" She frowned and the rose spun faster between her fingers. "I don't know. I thought it didn't, but here we are."

Here they were.

Side by side and alone as he realized they almost always were. Ladybug and Chat Noir in street clothes. Him waiting, her thinking, and always, always wanting.

He shouldn't ask. He really, really shouldn't.

But Adrien had to know.

"Is there someone else?"

He knew there was. She told him there was. But that didn't make the sheepish red blush creeping up her neck and cheeks and ears any less painful or the way she nearly jumped out of her seat in startled panic any less adorable.

And he thought she was beautiful before.

"A-ah! It's there is. I mean there's isn't. I mean I don't - you can't- I could or… no. Um, yes?" She finished uncertainly, peering up at him between a fringe of black hair that did nothing to hide the brilliancy of her eyes.

Adrien laughed in spite of his own feelings only to stop abruptly when he realized Marinette wasn't laughing with him. She was looking at him in what he hesitated to describe as heartbroken resignation.

Dammit. He was supposed to be making her feel better not worse.

But when he started to apologize Marinette waved him away.

"It's okay. Really. I can't help it sometimes." She paused, frowning down at her hands. "It's probably for the best I can't anyways."

Adrien's chest ached with wanting her. Whoever this person was - they were an idiot.

He told her as much and she laughed. It was soft and quiet and a little sad but it was a laugh all the same.

He ran with it.

"Seriously, Marinette. He's an absolute moron. He would have to be not to want you."

Something he could only call a squeak came from her vicinity but Adrien didn't care. He leaned forward so he could better catch her disbelieving eyes.

She had to know. There's no way she couldn't know. Someone had to have told her.

But judging from her incredulous glare he was starting to think maybe not.

He could fix that.

"Marinette," He said. "You're one of the most amazing people I know. No- you are the most amazing person I know. You're so thoughtful and smart, god you're smart, and pretty and friendly and you just care so much. You care so much about people that it's hard to see through to the truth of it sometimes. But people should. See you that is. They should see you because you're worth seeing and- oh my god are you crying?"

Marinette was crying. He had been babbling and now she was crying.

Adrien stammered out apologies as his hands fluttered around her awkwardly before he settled on patting her back. What started out as one or two scattered drops soon became a torrent of gibbering, incoherent words the most of which only you, only youcould be made out.

"Only what?" He asked gently as he ran his hand gently up and down her back. Marinette choked out another sob - or was it a laugh? - and frantically rubbed at her reddened cheeks.

"Only you." She hiccuped, giving up on any semblance of pride and wiping her nose on her sleeve. "Only you would apologize for saying such wonderful things."

"Ah," He said, scratching the back of his neck and looking away. "Well it's true. A-and whoever your person is. They're an idiot."

"No he's not," She said, smiling gently up at him with watery eyes. "He's wonderful."

Adrien thought his heart might break from the sweet and hurt of it all but Marinette leaned over to wrap her arms around his waist in an awkward side-embrace. He froze at the feeling of her bare hands and the stem of the rose grazing across his arms as she leaned her forehead into his neck and squeezed him close.

"You're wonderful." She sighed near his ear and Adrien hardly had time to return her hug let alone process her words before it was over and she was standing.

Purse gathered, cheeks tear-streaked, nose pink, Marinette didn't look at him as she smiled thoughtfully at the rose in her hands.

"I think it will be okay." She said, but Adrien couldn't really hear her as her words echoed in his ears.

You're wonderful. You're wonderful. You're wonderful.

Wait.

"Thank you for sitting with me, Adrien. I-I'm really happy we're friends."

He blinked up at her, stupidly. But she was already walking away.

"Marinette," He choked out, his voice failing him.

She turned and now it was his turn to blush. He struggled to stand and found that his legs were shaking, but she didn't laugh as he walked towards her on unsteady feet. Her eyes were wide and brilliant and curious as he drew closer, then closer, then closer still until there was less than a foot between them.

Marinette Dupain-Cheng looked as beautiful in pink as she did in red when he took her hand holding the rose in his own and leaned forward to brush his lips against her cheek.

He pulled away and grinned as confusion and suspicion gave way to realization and her mouth formed a blushing, wordless oh.

"I think you're wonderful too."

A/N: the babes are all right