Marinette was at her desk sewing when she heard a knock on her skylight door. She quickly removed the pins from her mouth and poked them into her tomato cushion, set down the shirt she was working on carefully to not mess up the unfinished parts, then clambered up the stairs to her bed to open the hatch.

Chat Noir was almost invisible in the darkness except for the glow of his bright green eyes as she flung the door open. Instead of dropping in like she expected him to, he moved to give her room to climb out and said, "Suit up, we gotta go!"

"Akuma?" she asked, turning to look for Tikki, who had conveniently already popped up beside her.

"No, better!" he promised with a mischievous glint in his eye, reaching a hand down to help her up onto the balcony.

Quirking an eyebrow at him, she took it, and was all but lifted out of her room in his excitement. "Well I guess I'm glad to hear it's not worse than an akuma, but are you gonna tell me what's going on?"

Now that Marinette was standing next to Chat, she saw he was nearly bouncing on his toes with excitement.

"So my dad has a show opening tomorrow in Milan," he started.

"I thought you said he wasn't going, though."

"He wasn't! He's been working himself even harder than me these last couple weeks to manage it from afar, but apparently there's some catastrophe, so he had to leave immediately to deal with it, and he took Nathalie with him to help!" Chat exclaimed.

"Okay. So?" Mari asked, feeing like she was missing the point.

"So?! So my house is empty! Come on! Suit up! We're having a sleepover!" he nearly yelled.

Marinette laughed. "Seriously?"

"Yes! I've never had a sleepover before! Well, I was allowed to stay at Chloé's hotel once when I was a kid, but that wasn't really a sleepover because I had to stay in the one hotel room and she didn't want to come out of her suite much."

Marinette frowned and determinedly went back down the ladder into her room.

"What?!" Chat scrambled to his knees to stick his head into her room after her. "Do you not want to have a sleepover?" he asked incredulously.

Marinette was already down the stairs from her bed and rifling through stuff in her room.

"Of course we're having a sleepover. There is absolutely no way I'm letting that be the only sleepover you've ever had!" she called, scandalized by the mere idea. She threw some fluffy pajamas, two pairs of plush slippers– one cat themed, one rabbit– a couple video games, a spare controller, and a few DVDs into a bag, then went downstairs to fill the rest of the space with whatever snacks she could find.

"I didn't realize a sleepover required so many supplies," Chat teased with a grin, having climbed into her room to see exactly what she was packing.

"Well I suppose it's time you learned," Marinette answered, rifling through the drawers under her vanity. She held up two colors of eye shadow next to Chat's face.

"Why are you doing that?" he asked warily as she packed one and put the other away.

"We're doing makeovers. No complaints, no trying to get out of it," she told him.

"Mari, packing makeup for me is ridiculous," he said.

She leveled him a completely serious glare.

Unperturbed he continued, "I'm literally a model. Anything of yours you try to match to my skin tone, I already have in abundance and will suit me better," he informed her.

Marinette beamed. "So you don't mind me putting makeup on you? I was worried for a second there that you were gonna go all 'I'm a man' on me."

He laughed. "What part of 'literally a model' is not sticking with you? Whatever you do to my face, crazier has been done before."

"Challenge accepted!" she said, throwing in a few last things and slinging the bag over her shoulder. "Okay, Tikki, spots on!"

Chat shielded his eyes from the flash of her transformation, but couldn't bring himself to look away entirely. He'd never seen her transform before.

"Huh," he said when Ladybug was standing in front of him.

"What?" She asked, looking down at herself to see if something was wrong.

"Nothing, I just would have guessed your transformation would be more of a red light than pink," he said.

"Tikki knows my favorite color," Ladybug quipped, though she didn't actually think that was the reason.

"Well Plagg doesn't know mine," he griped back.

"You transform in green light, right?"

"Ten points for Gryffindor," Chat affirmed with a smile.

"So your favorite color isn't green... Blue?" she guessed.

Chat's smile got even wider. "You know me so well!"

"Either that or it's Tikki's good luck," she said, shooting him a cute wink. With a flick of her wrist, she slung her yoyo and needlessly flew up the stairs, then bounced off her bed and jumped through the open skylight.

Chat stared after her, starry-eyed. He couldn't get the damn smile off his face. He tried to compose himself, but his heart seemed to still be tripping over the fact that she had guessed his favorite color! He shook his head and pulled himself together. Sure he was devastatingly and heart-stoppingly in love with this girl, but they were just friends (for now, he hoped), and he had a sleepover to get to.

Running on all fours, he climbed up and out of her room after her, and together they set off for his house.

Marinette's heart was running double time, and no matter what she did or told herself it would not slow down.

She was with Adrien.

In his room.

All alone.

In the middle of the night.

With nobody else home at all.

Just the two of them.

She took a deep breath and retracked her train of thought. She had a sleepover to throw. Adrien had just detransformed, and she followed suit. Having access to her bag again, she flopped it on the floor and began to dig through it. She stacked the games, DVDs, snacks, and makeup on the table in front of his sofa.

"So what's first?" Adrien asked, excitement clear on his face.

His question was timed perfectly, because she answered it by pulling her pajamas out of the bottom of her bag. "First we get changed," she said.

Adrien froze, and his whole face flooded red.

Realizing, Marinette also felt her face heat up drastically, and she rushed to amend, "Not like, at the same time! Or together! Or–" She snapped her mouth shut before she could dig herself into a deeper hole. Gathering her pjs, she asked, "Can I use your bathroom?"

Still red in the everywhere, Adrien nodded and gestured to the bathroom door, even though she already knew where it was. She scurried away, and as she closed the door behind herself, the both of them took a few seconds to breath and stop thinking the things they were thinking. Marinette got changed quickly, and pulled down her hair, then replaced it into one semi-high ponytail.

When she finally stepped out of the bathroom, after a few more breaths and some water to her face to stop the blushing, Adrien was standing just outside holding his own set of nightclothes.

"Your turn," Marinette said, holding the door open for him.

He took almost as long as she did, and she was gratified to think that she wasn't the only one being an awkward mess. Regardless, she was going to have to be more careful about what she said and did– a few more weird implications and Adrien might never invite her back!

When he came out of the bathroom, Mari held up the slippers from her seat on his sofa, one set in each hand.

"Bunny or kitty?" She asked.

He laughed. "Do you really need to ask?"

She threw the kitty slippers to him, which he happily put on, and Mari put on the bunnies.

"Hier ist ein Kaninchen," Marinette said, leaning back and kicking up one leg to present the bunny slipper.

Adrien laughed. "I knew that phrase would come in handy. Okay then, I'm all pj'ed up, and my fuzzy slippers are on. I'm ready, where to we start?"

Marinette gestured to the table in front of her, "Wherever you want."

At 3:00, they were still very wide awake playing video games. They had already done the makeovers (Marinette got punk-rock while Adrien was dolled up in pastels), they'd watched several episodes of Sailor Moon ("Subbed not dubbed!" Adrien had demanded), they'd had a pillow fight and built a sheet fort (which then proceeded to another pillow fight to determine who had rightful claim to it), and they'd eaten a ton of popcorn and pastries and candy (which included much sliding on marble floors in their slippers as they went to the kitchen to pop the corn). So overall, the sleepover was going pretty well.

Currently, they were playing Mario Kart, because no matter which fighting game they played, Mari always seemed to win, and Adrien seemed to think that he could get the upper hand on her in a racing game.

"Did you just blue-shell me?!" Adrien accused while his Yoshi kart spun out and Mari's Bowser zipped past him into first.

"Nope, but I'm glad someone did!" she said, leaning forward in her seat and blepping her tongue in concentration.

Getting his controls back, Adrien struggled to try to catch up. He passed some of the NPCs that had overtaken him, but they were too close to the end, and Mari was too far ahead now.

A few seconds later, she sprung up. "First place!" she announced in a delighted squeal.

Adrien thought he was right behind her, but when he crossed the finish line, his screen read 'third'.

"Third? I came in behind an NPC? I didn't see them! Who else did I lose to?" he complained. The screen staked up the scores, and there in second place was— "Baby Peach," he muttered disbelievingly. "I lost to Baby Peach!"

"Aw, don't worry, I'm sure next time you'll beat the itty-bitty princess," Marinette teased.

"The only itty-bitty princess I see here is you, Princess," Adrien teased back.

Marinette huffed, feigning indignation, and said, "Then I take it back— next time, I'm sure the itty-bitty princess will kick your butt again."

Adrien laughed then said, "I actually think I know a game I can beat you at."

"That's what you said about Mario Kart."

"So you aren't afraid then?" he challenged.

"Ladybug fears nothing!" Marinette declared, standing for emphasis and striking a heroic pose.

Adrien smirked, confident that he would win this one, and gestured to the dance machine against his wall.

Marinette sighed and slumped forward. "Ladybug fears one thing," she admitted under her breath. She was certain she was going to fall flat on her butt if she tried to keep on Adrien's level. Last time she had played this game in an arcade with Alya, she slipped backwards trying to hit two arrows at once and ended up falling sideways and knocking over some poor kid whose skittles flew everywhere. Even after buying him more skittles, she still felt horrible.

Adrien went first. He picked a fast song and set it to a high level and Marinette groaned. His feet flew under him as she watched in equal parts horror and amazement. As he danced, Tikki floated over and sat on her one shoulder, and Plagg burrowed into the top of her ponytail.

"He's really good at that," Tikki commented lightly.

"He plays it all the time," Plagg whined. "Especially when he knows I'm trying to sleep!"

"You're always trying to sleep, Plagg," Tikki teased.

"That's not true. I stay awake at meal times," he joked back.

Tikki and Marinette laughed, and Adrien's song came to an end.

"Think you can beat it?" he asked, jumping off the machine and glancing over his shoulder at the score that was flashing still on the screen.

"Absolutely not," Mari said, "but here's to trying."

She stepped on the machine and selected the same song and same level as Adrien. The song cued up, and she missed even the very first step. The rest of the song followed suit— Marinette flailed and flailed, but barely made any of the steps, and only got 'okay's and occasionally 'good's, but no 'great's or 'perfect's.

Adrien tried not to laugh from behind her, hoping not to embarrass or discourage her, though she really did resemble a baby deer on ice. He didn't want her to stop, though. It was funny, and he tried not to think about how it was cute.

Her turn ended with a pitifully low score.

"Points for effort?" Adrien offered.

Mari turned to him, and he was surprised to see the determined look in her eye. "Save it. I'm not done."

Adrien raised an eyebrow at her. If she had been faking being bad to look more impressive when she belted out her moves later, she had done a confusingly convincing job at it.

But he understood her plan a second before it went into action, because her eyes darted to Tikki, who was smiling back supportively and nodded.

With a grin, Mari called "Spots on" and restarted the song, daring to set the level even higher.

Though Marinette had flailed like a lost duckling, Ladybug flew like a swan. It seemed every step was met with a new 'perfect' gracing the screen, and no matter how fast the song went, she went faster. She was so light on her toes he could barely even hear her tapping the game pad under her.

It was over as soon as it began, and a congratulatory tune played as the screen announced that she had set a new high score.

Ladybug entered her initials as GUB, back flipped off the machine dramatically, poked Adrien in the chest, and challenged, "Beat that."

Adrien grinned. "Plagg," he called, ignoring his kwami disappointed groan. "Claws out."

Chat set the song to it's highest level now, and absolutely killed it. Ladybug watched on in amazement, and though half of her was impressed by his agility with the game, the other half was focused on something entirely different. Adrien's body presented itself very differently in a skintight catsuit than it did in his frumpy pajamas, and her eyes raked over him appreciatively a few times before she forced them to stop.

At the end of the song, Chat had blown Ladybug's high score out of the water. He put his name in as TAC, catching on to how she had spelled 'bug' backwards for hers, and turned around to face his Lady with a self satisfied smirk.

"What did you think of that?" he bragged.

Ladybug was not thinking about the game. "Amazing," she answered a little breathlessly, hoping she wasn't blushing— or if she was that he couldn't see it under her mask.

Chat grinned, oblivious to her tone, and let Plagg free.

"I'm glad my ancient and mighty power was helpful to you in your video game, Adrien," he griped as he flew away.

"Thank you!" Adrien called after him.

Mari detransformed next, and with a smile, Tikki flew off to find Plagg, probably to cuddle up and go to sleep.

Adrien yawned, and Marinette couldn't help but yawn after him.

"Pillow fort?" he offered.

Marinette nodded. Her mind was still half-gone, thinking about the way Adrien's muscles moved under his suit, but she managed to follow him into the fort, which had blankets and pillows strewn around the floor for comfort.

Adrien immediately flopped onto the floor to lie on his back, and Marinette had to fight back the urge to put her head on his chest and curl herself around him. Instead, she just lay down next to him, also on her back, and closed her eyes.

A few seconds later, she heard shuffling, and before she could even look over to check it out, Adrien's hand came to rest across her stomach, his forehead settled against the side of her shoulder, and his knee knocking into hers.

There was still a lot of empty space between them, but in the blanket fort in his room in the night with nobody else around, he felt very, very close.

Afraid that any movement would break the spell, all Marinette did was place one of her hands on his on her stomach reassuringly. In response, he sighed contently, and when Marinette cracked open her eyes to look at him, he seemed to all the world to be asleep.

She smiled and closed her eyes again, and despite her heart beating too fast in her chest, soon enough, she fell asleep too.