A/N: Contains minor spoilers for season 2

Heavy rain was falling on the streets of Paris as Marinette yawned, carefully pinning fabric onto the dress form in front of her. She really shouldn't be up this late on a school night but she had been hit with a sudden bolt of inspiration that afternoon during a fight of all things, as Ladybug, with an akumatized teenager and she wanted to get the base of this piece straightened out now so she could work on it all weekend when she theoretically had more time.

"Marinette, shouldn't you be going to bed soon?" Tikki, her kwami friend, was already snuggled into the tiny bed Marinette had made for her atop her desk and was watching the girl's progress sleepily.

"You still have school tomorrow."

"I know, I know, I'm almost at a good stopping point…" She mumbled through the pins pressed between her lips. A bolt of lighting flashed, followed soon by the deep rumble of thunder and Marinette looked out the window at the steady stream of water running down the glass. It would be hard to fall asleep anyway, if this thunderstorm got any worse. Another flash of lighting suddenly cast a harsh shadow of a figure against her wall and she jumped. Taking the pins out of her mouth and turning her head to look up she realized the tapping of rain had drowned out the tapping of a certain leather-clad superhero on the window leading to her roof. He was staring down at her with a pathetic look on his face, completely drenched out in the storm. He looked like a drowned kitten and she had to stifle a laugh as she hurriedly unlocked the window, pushing it open and letting him into her room. He bounded in, a cold blast of water and wind following him and she slammed the window shut tight again as soon as he was inside. He glanced around at the furniture, obviously wanting to sit but already forming a small puddle on the rug with all the rain dripping off his clothes and hair.

"I'll get you a towel." She smirked, and he smiled back sheepishly.

"Thanks."

She opened the hatch to her loft softly, hoping the rain would drown out any noise she made as she crept down the stairs, not wanting to wake her parents. Grabbing a towel out of the hall closet she shook her head, leave it to Chat Noir to show up like this. When it was raining cats and dogs…she giggled quietly at her own Chat joke and slipped back up the stairs. She entered the room and blushed slightly, realizing Chat Noir was now examining the elaborate display on her wall of photos and posters, all of a certain blonde boy in her class. He turned to look at her when she came in and smiled at her mischievously.

"Thanks princess."

He took the towel she offered him and his smirk momentarily disappeared under the fluffy white cloth as he rubbed it over his hair and face. Drawing it away Marinette had to cover her mouth with both hands to keep from laughing at his mildly damp hair, normally already a bit of a mess, now standing up at every angle possible. He looked like a cat that someone had taken a blow dryer to. Her caught the look in her eye and grinned at her playfully,

"Cat got your tongue?"

"You look like a fur ball" she chuckled in response. He looked up at his hair and shook his head before shrugging,

"Better a fur ball than soaking wet in that storm I suppose."

"What exactly were you doing out there anyway?"

She raised an eyebrow, watching him wrap the towel around his shoulders like a blanket before deciding to sit on the floor. He frowned, messing with his hair before looking at her again,

"It wasn't raining when I went out. But you know my luck…"

He shook his head and let out an exaggerated sigh,

"Anyway. I just wanted to get out for awhile but then this storm hit and I was closer to here than home so…I thought…"

He looked at her and she finished his sentence,

"You thought I might let you in out of the rain?"

He nodded gleefully, like he'd done something he was proud of. Marinette sighed. It wasn't that she didn't like Chat Noir, he was her partner after all, even if he didn't know it but… ever since that night, with Glaciator, when he'd come to her balcony and talked with her as Marinette, confessed to her that he was in love with Ladybug, he'd been coming by more and more often to talk, usually late at night.

She liked talking to him too, in fact they didn't really get many opportunities to do so when they were fighting crime together, but she was worried the longer he spent around Marinette, the higher the risk that he'd discover that she was Ladybug.

So she had tried to keep him at an arm's distance, in fact she realized, this was the first time she'd let him come down into her room. She had been so distracted by the weather that she hadn't given it a second thought but now that he was sitting in the middle of the floor, leaning back on his palms and looking around her space with a curious eye she started to worry. Was there anything in here that would give her away? Tikki had ducked down away out of sight and Marinette was pretty sure she didn't have any suspicious Ladybug stuff, nothing a fan wouldn't have anyway.

She looked back at Chat Noir and he met her gaze for a moment, not moving as if he were trying to read her thoughts. Then he flicked his eyes back to the wall behind her plastered with Adrien's photos and she blushed again as he arched one of his brows and nodded toward it with his chin,

"You sure have a lot of pictures of that Adrien guy…"

She flushed even redder, though for a moment she was surprised he knew who Adrien was. But then again Adrien was getting more and more famous and now that she thought about it, the two of them had saved Adrien on multiple occasions from Akuma attacks so Chat Noir probably would recognize him. She sighed, thinking desperately.

She didn't really want to tell Chat Noir about this. As much as she valued his friendship with her as Ladybug, she didn't really know who he was and part of her felt like she shouldn't get too close to him as Marinette either. But if she didn't properly explain herself, would he get the wrong idea? What if he thought she was a creepy stalker?! She shook her head and pressed her hands to her face, deciding it would be easier to try to keep things as simple as possible.

"Yeah, um he's…" Her eyes darted from the photos on the wall back to Chat Noir's face. Surprised, she realized his usual snarky expression had faded and his eyes were clear and interested. She looked back at the pictures of Adrien, dreamy, beautiful Adrien. Marinette sighed for the millionth time and finished her thought,

"He's perfect."

Chat Noir's eyebrows shot up and he looked at her, gazing at the photos lovingly, her hands still on her reddened face. She looked back at him and smiled awkwardly, a nervous laugh escaping her. Realization dawned on Chat Noir's face and an unusually timid smile crept across his lips,

"Oh…so…is he the boy you…"

Marinette realized she had never seen Chat Noir look like this before. Somehow all his confidence and schmooze had seemingly dissolved into thin air as he pulled the towel on his shoulders around his knees, hunching into a ball and covering his mouth with the fabric as he trailed off. If she didn't know better she could've sworn he was blushing. Maybe Chat Noir wasn't actually as comfortable talking about things like this as he acted like he was, she supposed.

"Yeah…" Was all she said, staring back at the photos, her eyes resting on one of the screen grabs she'd printed of Adrien's cologne ad.

"Because…he's a model?"

Chat Noir's voice came quietly from behind her and distracted she answered without thinking, sighing dreamily,

"Yeah… I mean, no!" She realized what she said and turned back to him, not wanting Chat Noir to think she was that shallow.

"I mean, yeah, he's gorgeous but he's also really kind, and thoughtful and patient, even with people who don't deserve it. And he's considerate and smart and talented…he always tries his best..."

She tried to stop the words tumbling out of her mouth and squeezed her lips shut, turning to face Chat Noir nervously. He had a weird look on his face, maybe it was surprise? Or maybe she was freaking him out, did she sound like a creepy stalker?

"Um…we're friends. Kind of. He's in my class. At school."

She finished awkwardly. Did that make anything she'd just said less weird? She turned back away from him and twirled one of her pigtails in embarrassment. Behind her she heard a soft rustle and Chat Noir's voice again,

"so…what happened?"

"hm?" She turned to look at him but he was staring at the floor, frowning.

"You said…you had your heart broken…"

Marinette was surprised he remembered their conversation from back then so well. She had felt heartbroken then, when Adrien had yet again, been unable to join her and her friends, that time at the Sweetheart's Ice Cream cart. In fact she might have been upset enough to accidentally cause the nice ice cream vendor, Andre to become vulnerable to an Akuma and turn into an ice cream monster. But she didn't really need to tell Chat Noir all that. Instead she just sighed,

"He…well it's not really his fault but, it just seems like we aren't meant to be. Things never really seem to work out between us."

She put a hand on the wall, gingerly touching the photo.

Chat Noir's gaze had turned back to her and his eyes were wide. Marinette didn't notice though, because her eyes were still on the photo beneath her fingers as she reflected on all her past interactions with Adrien. She barely heard a faint rustling behind her and then Chat Noir's voice was much closer when he spoke again, with a slight chuckle

"Maybe you just need a little luck."

She smiled at the irony of his statement. Suddenly a bolt of lighting flashed, somewhere close by and a roar of thunder immediately followed. She turned to see Chat Noir standing behind her right as the lights cut out.

"You were saying?" She giggled at the bizarre timing of the black out, waiting for her eyes to adjust to the dark. The rain continued pattering against the roof and the room seemed completely still for a moment. Chat Noir never made a sound when he moved, so she jumped when she felt a gloved hand brush against her face.

"Sorry, forgot you can't see in the dark…"

His normally smarmy voice sounded somehow much more toned down and thoughtful, like he was pondering something.

"Chat?" She blinked rapidly; as if that would help her eyes adjust faster. Another flash of lighting momentarily revealed him to her, standing just a breath away, his hand still hovering beside her face. In that split second she was startled to see a pained expression on his usually bright and cheery face. It completely disarmed her and was probably why, as the light disappeared she didn't move away, even when she felt him move closer, resting his hand on her cheek. She stayed even after she could feel the heat from his face as he leaned down towards her and she stayed while he gently, swiftly pressed his lips against hers. And then he was gone.

The lights flickered as the power came back on and Marinette found herself alone in her room.

Well not totally alone, Tikki was peering at her from behind a pile of books on her desk.

"What on earth was that?" She gave voice to Marinette's own thoughts as the girl put her hands to her face, realizing she was probably beet red.

"I have no idea!" She turned to stare in shock at her Kwami, now hovering beside her.

"I thought Chat Noir had feelings for Ladybug…" The little red being was now wide-awake; having witnessed everything that just happened.

"So did I…I mean that's what he said, right?" Marinette's pulse was racing as fast as her mind as she tried to make sense of what was going on. She glanced at Tikki in horror,

"You don't think he found out, do you?"

"But then wouldn't he say something before…kissing you?" Tikki mused thoughtfully, "Chat Noir may act like a flirt but he doesn't seem like the type to go around kissing every girl he sees…"

Marinette squinted in concentration.

"I…don't know…" She shook her head, the memory of Chat Noir's pained expression flashing through her mind. What was that kitty cat up to now?

"Why, why, why did I kiss her!?" Adrien was racing across rooftops, still in his Chat Noir costume but no longer aware of the pouring rain around him as his face burned with embarrassment. Bumbling back through the window of his own home he groaned, flopping onto his bed.

"Claws in."

He mumbled into his pillow and a little black spirit with pointy ears and whiskers suddenly rolled out of his ring, cackling as Adrien's transformation ended abruptly.

"Ahahaha, what an idiot!" Plagg was nearly crying with laughter.

"I can't believe you did that!"

Adrien's only response was to moan and pull another pillow over his head. Not only had he gone to his friend's house in the middle of the night and randomly kissed her, he had done it as Chat Noir! He would be lucky if she didn't tell her best friend Alya about it. Alya ran the Ladyblog and if she posted anything about Chat Noir going around kissing civilians, not only would his reputation be ruined but Ladybug would probably be disappointed in him too. And poor Marinette…she had just told him all about the guy she liked and his response was to kiss her?

He blushed then remembering who it was that she liked. It was him. Adrien. Boring old, plain old Adrien. And she'd gone on and on saying all those nice things about him…

But still that wasn't really a good reason to kiss a girl, especially if she didn't know it was him she was kissing.

On the other hand, what if she did know it was him? Would she say no to kissing him again? As Adrien?

He rolled over onto his back, slowly pulling the pillow off of his face and staring up at the ceiling. He could hear Plagg chomping at the pile of Camembert he kept on a plate in one corner of the room and bit his lip, thoughtfully.

Did he want to kiss Marinette again? He had been surprised how different she acted around Chat Noir, that night when he first showed up at her balcony. She was calm and thoughtful, not at all awkward and nervous like when he was around her as Adrien. In fact she'd even been a bit playful and he'd found himself hanging around her balcony more often than not, on nights he needed to get away from the cold, empty house he shared with his workaholic father. She was easy to talk to and kind, and even though he could tell she was sometimes annoyed at how late he showed up, she was still always willing to listen. If he thought about it, maybe he would be interested in Marinette if it weren't for…Ladybug. He'd fallen for Ladybug head over heels and being with her, fighting evil, gave him a rush he couldn't get anywhere else. He wasn't over her yet, even if she had turned him down, and now he was back to square one.

Why had he kissed Marinette?