Part Two! Part three coming next Monday on Halloween!

Kinsutenekochan: That would be this chapter!

Saberstorm: Actually, he could, provided he could break through her skin. While she has the outer appearance and feeling of a marionette, she is not actually made of wood or plastic. But her skin is too tough for even his fangs to break through, so she's safe. Alya and Nino, however...

Myrna Maeve: You'll see in this chapter why that's impossible lol.

I don't own Miraculous Ladybug. Cross-posted to my AO3 account TakingOverMidnight3482.

Across the school, leaned against the sink in the boy's bathroom with fangs slipping over the edges of his lips and eyes blocked from the fluorescent lighting with his cape, Adrien stared down at the tiny black kitten that was curled up inside of his jacket pocket.

"Shit."

After securing what she assumed was Tikki inside of a glass jar covered with plastic wrap and poked with holes, Marinette managed to make her way out of the kitchen and into the hallway, using the wall to guide her and keep her from falling over.

She could feel the screw in her knee coming loose, so when she caught sight of Nino outside she called for him to hold her up while she tightened it.

"You take care of your mom?" he asked, his voice a tad more guttural than usual.

Marinette looked up at him with furrowed eyebrows. "Yeah," she assured, studying the glaze over his eyes and the sheen of sweat that was beading on his forehead. "Are you okay?"

Nino swallowed, Adam's apple bobbing, and pressed a hand to his head. "I don't know. Maybe I ate too much. I just…feel terrible."

Marinette winced and wrapped an arm around his waist, holding him up almost as much as he was her, and he helped her step over to where Alya was sitting on her broomstick, floating in midair, and reassuring a very panicked Griffin looking thing that they would be fine.

"How did you do that?" Marinette asked the girl, gesturing to the broomstick as she and Nino stopped moving.

Alya shrugged, the action making her sink a little bit in the air, and she twisted on the stick, ankles hooked together. "I don't know. It just…happened. Feels natural. You seen Adrien?"

Nino shook his head, his stance growing heavier and more sweat sliding down his face. "N-no. I think he went to the uh…went to the bathroom."

"You okay?" Alya asked in concern, hopping off the broomstick and moving over to him, resting a hand on the teen's forehead.

Marinette smiled thinly as Nino's cheeks went bright red, not from his sweating, and she glanced away in time to spot Adrien striding down the hallway quickly, eyes mildly panicked and cape billowing behind him.

"There you are!" Marinette said, hoping to put some of the pressure off of Nino, who looked like he was dying.

Adrien moved to respond when suddenly there was the tiniest meow from his pocket. He flinched at their looks and reached into his jacket, pulling out a sleepy looking black kitten. Alya instantly squealed and pulled it into her hands, ignoring Adrien's splutters of protest. "Oh my goodness, where did you find him?"

"Uh…in the hall. He might be a student, he might be a stray. I um…I don't…whoa, Nino, you okay?"

They turned to look at Nino, who had become incredibly heavy against Marinette's side and honestly looked like he was about to throw up. "I…I don't think so."

With no warning, he bolted, leaving Marinette to crumple to the floor with a yelp as he hightailed it out the front of the school doors.

Adrien instantly knelt next to Marinette, checking her over quickly before looking up at Alya. "Can you go make sure he's okay?" he asked. "I'll stay with Mari."

Alya nodded, swung her leg over her broomstick, and vanished down the hall with the kitten still clutched to her body, which Adrien didn't realize until she was already gone.

"Shit," he muttered under his breath as he helped Marinette off the floor. "She took the cat."

"Is that a…bad thing?" Marinette grunted as he pulled her up. "She loves animals."

Adrien hesitated, looking back towards the front doors with a concerned gaze, and then shook his head. "Pl- the cat will be fine. I'm just…more worried about Nino. I don't know what's wrong with him."

Marinette almost face palmed. "Jesus, he's dressed as a werewolf."

Adrien went paler than he already was, which was a difficult feat to accomplish, and he whipped his head back to the front door. "Alya and the cat…should we be worried?"

Marinette shook her head very slowly, shuffling so that she wasn't putting all of her weight onto Adrien. "I don't think so. You don't have an urge to start sucking blood, right?"

Adrien shook his head instantly, face scrunching up in disgust and unintentionally baring his fangs. "No way."

"Then we should be fine. I wish Chat Noir would show up. Maybe then we could figure out how to stop this."

Adrien shot her a curious look. "Why not Ladybug?"

She froze for a moment before waving a hand dismissively. "We were um…talking about the cat. So he was the first one I thought of. I feel like if Ladybug was going to show, she would have already."

"Same with Chat Noir," Adrien grumbled, looking back to the doors again.

"Looks like we might be on our own for this one."

With a deep sigh, Adrien wrapped an arm around Marinette's waist, missing her blush, and started leading her towards the gymnasium.

"Looks like."

"Nino?" Alya called out softly, stepping off of her broom and leaning it against the school building, the kitten still cradled in her arms now very alert. "Are you okay?"

There was no response and Alya bit her lip in worry, starting as the cat suddenly leapt from her hands and hit the ground running, bright green eyes clearly visible in the night. Alya chased after him quickly, worried he would get hurt somehow, but slowed when she realized that he had stopped alongside the corner of the school. He was now sitting on his haunches silently and looking up at Alya with eyes that were far too intelligent for her comfort.

She stepped around him slowly, satisfied that he wouldn't run off again, and winced at the sight of Nino, hunched over on his hands and knees with his fingers digging into the grass.

"Nino?"

He flinched at her voice, body dimmed with the lack of light around them. "Go away," he grunted, arms trembling with the effort of staying upright.

Alya glanced back at the kitten, who almost seemed to nod in Nino's general direction before very pointedly licking its paw. "Are you okay?" she tried, very much knowing the answer.

Nino huffed, unamused, and a low whine spilled from his throat, scaring Alya just a little bit. "Alya, please," he managed, voice guttural.

She struggled to figure out what was going on, looking from the cat and back to Nino and then glancing down at herself before the thought finally registered in her head. "Oh, shit," she hissed, darting over to him and kneeling down at his side. "Nino, I-"

He shook off her hand, shoulders hunching over his ears and his head tilting away from her. "Alya," he practically whimpered.

It wasn't a tone that was asking her to leave anymore; he sounded scared this time, and Alya realized that the poor kid was probably in a lot of pain, something he hadn't expected from the night at all. She settled down alongside him, crossing her legs under her, and rubbed a soothing hand along his back. "You're okay," she murmured. "You're okay."

Nino managed a nod, swallowing loudly enough for Alya to hear, and then shuddered under her touch, his body spasming so hard that he hit the grass, elbows tucked under him to keep his chin from smacking into the ground.

Alya crouched on her knees, glancing away ever so slightly as she watched the muscles on the back of his neck clench and shift, struggling not to show the teen under her how terrified she really was. She didn't know what he would look like if he actually transformed, if he would be consciously human or wolf or something in between.

But Nino was obviously more freaked; she hadn't changed much aside from now being able to fly around on a broom and, presumably, cast spells.

He had gotten the short end of the stick, if the way he was retching into the grass was any indication. She grimaced and threaded her fingers gently into the hair at the nape of his neck, which was growing longer even as she watched.

The cat moved until it was settled just under her elbow, nudging its nose up against her sleeve and pushing her hand further up Nino's head. Though confused by the action, the movement seemed to relax Nino at least a little bit, so she continued, running her nails down his scalp and squeezing her eyes shut as she felt the skull underneath his skin start to shift and change.

Honestly, she wasn't sure how much time passed. She just kept scratching, kept her eyes shut, felt the kitten under her arm, and eventually Nino collapsed next to her fully, his breathing heavy and exhausted. She finally pushed herself to open her eyes because her fingers were no longer entangled in hair, but in fur.

And holy shit, it was weird to be petting a wolf, especially when she knew that it was one of her best friends, and it was kind of freaky, but when he lifted his tired gaze to hers Alya relaxed, picking out the humanity and fear in his look.

The fur matched his hair color exactly, and Alya subconsciously dug her fingers into it, scratching the burning surface gently and grinning as Nino whined in the back of his throat.

"You good?" she asked softly, carefully, treading over her words and shifting a little; her butt had gone numb almost ten minutes ago.

Nino snorted, eyes closing and chin resting on his paws for a moment as he concentrated, trying to breathe the right way and calm his pounding heart. Alya took that as a "kind of" and continued petting.

She froze when the kitten clambered up her arm and curled up on top of Nino, her eyes darting between Nino's confused look and the contentness of the cat, but when Nino just huffed and ignored it, she couldn't help but smile.

"You know, this would be adorable on Snapchat."

Nino shot her a glare and Alya giggled at the look, standing up carefully and wobbling a bit as pins and needles settled into her legs.

Before she could even stumble, however, Nino was on his feet, pressing his head to the back of her knees and steadying her. Somehow, the kitten remained on his back, still curled up and not even phased by the sudden shifting of the wolf under him.

"Thanks," Alya murmured, glancing back at her friend and giving him a wry smile. "You okay to go back inside, help Marinette and Adrien?"

Nino whined, backing away from her and tucking his tail between his legs, head dropping. Alya frowned and stepped back over to him, kneeling and lifting a hand to scratch under his chin without thinking.

"It'll be fine," she assured him, nails curling over his fur. "They won't say anything bad. Promise."

Nino lifted his eyes to hers, gaze wary, and he dipped his head once, which Alya took to mean that he would come with her. She stood up straight again and turned, walking back to where she had left her broom. Nino waited patiently while she straddled the broom, tail flicking back and forth ever so slightly and the cat on his back starting to purr.

"Ready?"

Nino huffed and started forward, Alya floating alongside him.

She was amazed at how large he was; she had never seen a wolf up close, had always assumed that they were maybe the size of Retrievers or St. Bernard's, but his head stopped just at her chest, even in her heels, and his paws were nearly as large as her face.

She didn't realize she was staring until the end of her broomstick smacked into the school doors and nearly sent her tumbling to the ground, Nino's teeth in the back of her cape the only thing keeping her from falling.

Alya flushed, thanked him softly, and then reached out to open the doors. Before her hands had even touched the handle, however, the doors swung open with a gentle gust of wind. No one was on the other side that could have opened them, and Alya looked down at her hand slowly, clenching it into a fist. "Was that…?"

Nino chuffed at her, his eyes sparkling, and Alya shook it off, gliding through the halls with Nino trotting alongside her. Most of the students were still in the gymnasium, and for the most part they had calmed down. All of them kept eyeing the stage warily though, and when Alya looked up to see what was going on, her breath caught.

She didn't like Chloe even a little, but to pretend that she wasn't a little horrified to see the girl in the state she was, mouth duct taped and hands tied to the end of her tail, was completely false. Her eyes were furious, but held hints of fear as well, which made Alya feel bad for her for once.

Clara hovered on stage, eyes an evil purple and wand sparking in her hand as she stood guard over the mass of students.

A bat flew over Alya's head, making the girl duck, and she caught sight of Marinette and Adrien standing along the wall, Marinette with both hands on either side of Adrien's shoulders and talking in a low voice.

"That way," she directed Nino, but he was already going, nose twitching and paws taking him in the direction of their friends.

As they got closer Alya realized with mild horror that the strings that were attached to Marinette's back actually sunk into her skin, and she realized that that was why the girl was having such a hard time moving; she had no one to control her.

All of that flew from her head, however, when Adrien caught sight of Nino bounding over to them, cat still somehow on his back. The model yelped and promptly vanished, and for a moment Alya was bewildered.

Then she caught sight of the bat clinging to Marinette's pigtails and she couldn't help but laugh, doubling over hard enough to stumble off her broom and onto the ground, holding up two hands as Marinette backed against the wall.

"G-guys," she wheezed a little too hard. "Chill. It's just…it's just Nino."

Marinette relaxed and Adrien promptly appeared next to her, looking very embarrassed. "Oh."

His gaze traced over Nino slowly and a grin slid across his lips. "Dude, that is awesome."

Nino ducked his head bashfully and Alya leaned over, plucking the cat off of his back and handing him back to Adrien. "Here. Since you seem so attached to him. I think maybe he's a student. He seems really smart; basically led me to Nino."

Adrien frowned, glancing down at the cat, and the animal seemed to almost grin at him, eyes glittering mischievously. Adrien rolled his eyes and handed the cat back to Alya. "He's not a student," he muttered. "And I think maybe you should hold onto him for now. He won't go far."

Though she questioned how Adrien would know any of that, Alya obliged, settling the kitten onto her still floating broom and letting him roam the stick. "Guys, where are Ladybug and Chat?" she asked anxiously. "I mean…Clara isn't really doing anything, but I don't want to wait until she gets too impatient."

Marinette pursed her lips, glancing around the room. "Adrien and I think we might be stuck without their help. They haven't shown up yet."

"Bull shit," Alya snapped. "They wouldn't just abandon us, and there's never been more than one akuma at a time, so they can't be held up with something else. I don't know about you guys, but I don't want to be stuck as a witch for the rest of my life…as cool as it is."

Marinette threw her arms out, promptly sending one of them flying across the room. Nino barked once and was off, darting through the crowds with tail wagging as Adrien knelt to pick up the bolt that had fallen out.

"You think you have problems," Marinette grumbled. "I literally keep falling apart."

Alya slumped, running a hand over her head. "I'm sorry, Mari. I just…Nino's already turned into a wolf. Adrien, you're turning into a bat. How long before you want to- or need to- suck blood? How long before I start hexing everyone? Ladybug and Chat…have to show up."

Nino returned with Marinette's arm clenched in his teeth delicately. As Adrien helped Marinette put her arm back on, Alya reached out and curled her hand down the kitten's back. The cat purred almost sadly and Adrien sighed after a second of watching them.

"Alya we just…they aren't coming. We have to fix this ourselves."

The witch scowled at him. "And how do you propose we do that? We can't purify an akuma!"

"I can."

The group turned to look at Marinette, who had her head ducked and was fiddling with a screw on her wrist nervously. "Seriously, Marinette, that's not funny," Alya muttered. "We really need help."

"I know," Marinette promised, her voice wistful. "And I'm saying that…that Ladybug isn't coming. B-because I'm Ladybug. And my kwami is gone."

Adrien's face went sheet white at the word "kwami," but Alya just shook her head. "Girl, I think maybe you hit your head when you fell."

"She's right," Adrien admitted, slumping against the wall and pressing his hands to his forehead. "They're not coming. I'm…I'm Chat Noir. That cat? Used to be my kwami. I think when Clara cast her spell for everyone to become what they are, they turned into what they represented. And they don't have their magical qualities anymore."

Alya was staring at him in bewilderment, Marinette in utter disbelief, and Nino was sniffing around his and Marinette's feet and the cat, his ears twitching back and forth and nose wiggling curiously.

"Guys…"

Alya sounded unsure of herself now, fingers twisting in the end of her cape as she looked back and forth between the two of them. "You're…serious?" she finally whispered, face falling.

They both nodded, eyes on one another and studying each other silently. The cat- Plagg – purred sadly and butted his head against Alya's palm. Nino looked up from his sniffing to whine a confirmation, eyes startled but understanding.

Alya shuddered, looked around at the room full of people that were now patiently waiting on Ladybug and Chat Noir to show up, and shut her eyes tightly.

"Shit."

Clara glared out at all of her fellow classmates, gaze tinted purple and hand clenching around her wand.

"Good," Hawkmoth cooed into her ear. "Keep them there. Keep them calm. Eventually those who were Ladybug and Chat Noir will show themselves; then, then you can take their miraculous. And once you have them, you can do what you wish before turning everyone back."

Clara understood why she had to turn everyone back; she understood that the miraculous' wouldn't work if even the kwami things had been transformed. But she also knew that she wanted nothing more than to turn Chloe into a piece of sushi.

They had learned quickly that when she spoke she could get most of the boys (and some girls) to do whatever she wanted, being a siren, so the duct tape over her mouth had been a rapid development.

Now Chloe sat at her feet, getting wearier by the moment and her tail drying to a dusty yellow rather than the gold it had been in the beginning. She looked beyond pissed, but also scared, and this pleased Clara to no end.

Hawkmoth had made her feel powerful again. Had made her feel like she was in charge, and not this little blonde twit who walked around like her daddy was the king of the world. So of course she was going to help him out, because how could she not help the very man who had given her the power to give everything Chloe deserved to her?

She lifted herself off the floor further, smoke swirling under her boots and twisting up her body in a fog of purple. "Ladybug and Chat Noir!" she called out, her voice echoing through the gymnasium as everyone shut their mouths and turned to look at her. "I know you're in here; I can feel it. We know you don't have your powers. We know you are useless. But if you do not turn in your miraculous' to me, you will see just what lengths I'm willing to go to in order to get them."

She lifted an arm and Chloe was picked up off the stage, the purple smoke cradling her and lifting her high above the gym floor. With an evil cackle, Clara squeezed her hand into a fist and the girl dropped like a stone.

Someone dressed as Superman dove from the crowd upon urging from his friends and grabbed the girl, looking like he didn't want to help Chloe even as he did it. Nevertheless, he set her on the floor and turned to Clara, still in the air with his cape billowing slightly behind him.

"Who's to say I can't stop you?" he boasted, crossing his arms over the S on his chest.

Clara snickered and with one flick of her wand, everyone in the room that was clearly dressed like a superhero, including those dressed as Ladybug and Chat Noir, was promptly turned into a stuffed animal. Button eyes blinked and paws patted down their sides, but their mouths were all stitched together and they couldn't scream. The guy who had been Superman dropped to the floor like a feather, his body now that of a plush rabbit who's button eyes glinted with irritation.

"That's what says you can't stop me," Clara chuckled, tapping her wand condescendingly against Former-Superman's head.

"Nobody can."