*A/N I don't own these characters. Back at it again with the late night updates, sorry.

Marinette, much to her surprise, realized that the grin on her face had been sincere and very real. Adrien's genuine overjoyed expression over her ridiculously ambiguous answer had made her smile like this, and her fingers brushed at her cheeks as she took a side peek at Adrien. He offered her a side smile that made her stomach sink. Her heart was fluttering, but her stomach was twisting uncomfortably? What was this feeling? Marinette bit her lip and looked away from Adrien as she realized. Oh.

It was guilt.

She sighed internally, Chat.

Of course, she couldn't hang out with Adrien.

What would Chat Noir say?

Her fingers clutched at her bag straps as she hurried to class next to Adrien, that horrible sick feeling beginning to fill her up to the brim. She tried to remain friendly with Adrien throughout the day, so as not to hurt his feelings, but it was harder than she thought it would be. Every time she felt like smiling at him, Chat's face appeared in her mind. She knew they weren't even close to being together in that way, but… weren't they… special somehow?

Her life got especially hard once class was out. Marinette couldn't sneak out of school fast enough, and Alya caught up to her fast.

"He asked you out?"

"Oh, Nino told you?" Marinette muttered, blushing deeply. She spun around on the steps to look at Alya guiltily. She rubbed at her head, trying to seem innocent and cute, but she knew it didn't work when Alya grabbed her arm and tugged her to the side so they could speak more privately.

Alya scoffed, "Like I needed his help anyways. It was so obvious when I found you two just standing there so close chatting it up." Then, she focused again, "Did he really ask you out on a date?"

"To go out, Alya. There's… there's a difference!" Marinette argued pitifully.

"You can't go out with him," Alya said as she shook her head. "Marinette, he's going to just hurt you again."

"Adrien… isn't like that."

"Oh, trust me, girl. I know a whole lot about him that you…"

"I think I just flustered him before," Marinette interrupted, not wanting to hear any more of what Alya was telling her. "You know, when I sort of asked him out. He probably just didn't know how to answer me when I asked him, like, that suddenly!"

Alya let out a harsh laugh, "Marinette, I don't think…"

"Besides, I was planning on telling him we're just friends anyways, so there's really nothing for you to worry about, okay?" Marinette said, a bit too harshly. She was tired of Alya barging into her life like this. She knew Adrien hurt her. She knew that. She would never forget that.

The fact of the matter was that Marinette felt she had genuinely moved on. She really believed that she was over Adrien because she had chosen Chat. Whoever he was under that mask, she knew that she had a deeper bond with him than her and Adrien would ever have. Alya needed to understand that.

Her friend gave her a skeptical look. "So, you turned him down, then?"

"I… Not exactly…" Marinette mumbled into her shoulder, hoping Alya wouldn't hear.

"Marinette…"

"No, no, no! Because you see, I said maybe," Marinette answered happily. "Not yes!"

Alya looked at her, dully.

"And then I said I would text him."

There was a long pause, followed by Alya raising her hands up in questioning and asking, "Which means…?"

"I don't know how you want me to answer, Alya," Marinette groaned.

"What are you going to do? You didn't tell him no, and you didn't tell him yes."

"I just," Marinette struggled, then squeaked out anxiously, "won't ever text him."

"Marinette," Alya gasped, "that's awful."

"Well, what's your brilliant idea?!"

Her friend stayed quiet for a long moment.

Marinette watched her intensely.

Finally, Alya answered, "Not that."

"Great. Thanks."

"Marinette, don't… How about you… Why not just…"

Alya stopped talking after it was clear she had no other plans, and the two of them stood in silence. Marinette glared at her feet, digging her toes into the ground. Then, her eyes sneakily peeked over Alya's shoulder, at where Nino and Adrien were waving their goodbyes to each other. He didn't see her. She looked back down at her feet and clasped her hands in front of her.

"What if I hung out with him just once?" she whispered.

Alya's mouth dropped open. "Uh… how about you don't do that?!"

"Why not?" Marinette whined, looking up at Alya. "Then, I could just say, Oh, I love hanging out with friends. We're just friends. I love being friends. Friends, friends, friends! Right?! Brilliant plan!"

"Marinette, that's… it's not a brilliant plan. It's a… I don't know, a dangerous plan," her friend argued.

Marinette insisted, "It'd just be as friends!"

Alya grunted, crossing her arms, "Ha. Yeah. For you."

"Why don't you believe me? I could hang out with Adrien as just friends! And you know, maybe I will. Even if it's only to make you believe me for once!" Marinette snapped, crossing her arms, too.

Both of them stayed in that angry stance, angrily staring over their shoulders in opposite directions, refusing to speak to one another.

Alya broke the silence. "I'm sorry."

"I am, too."

"You know," the girl started, "it's not you I have these trust issues with."

Marinette blushed, "It's fine."

Both remained silent for a moment before Alya stomped her foot suddenly, turning to where Adrien's car had been, "Aren't you just wondering… Never mind."

Marinette took a step around Alya so that she was in her friend's line of vision. "Do I wonder what?"

"Aren't you wondering why he asked you?" Alya asked, sounding regretful.

Marinette's eyes widened. "N-no."

She really didn't want to think about the fact that Adrien might have, probably had, a crush on her. If she did think that…

Oh, geez, now she was thinking about that.

"Are you thinking about it now, girl?" Alya sighed. "I shouldn't have said anything."

"No!" Marinette squealed. "Ha, ha. I'm not thinking about it!" She could smack herself over how bad of a liar she was.

"Good. Don't think about that," Alya muttered to herself. Then, she glanced up at Marinette with a half-smile. "Do you want to hang out tonight?"

"I've got a ton of homework," Marinette pouted, her hand gesturing to the heavy backpack on her shoulders.

Alya nodded reluctantly, "Okay. Just make sure you do your homework."

"I will?"

"I'll just see if Nino maybe wants to do something," Alya said, seeming to chill out a bit. She smiled largely.

"See you tomorrow."

"Bye."

As she watched Alya go, the girl bit at her fingernails anxiously. Marinette knew the real reason she had turned down Alya's offer to hang out, and she wasn't proud of it.

"A bit early in the night for a rendez-vous. Don't you think, Chat Noir?" Marinette smiled as she stepped up onto her terrace, crossing her arms across her body to hold in the warmth.

Marinette had been up there in a moment, which made Chat Noir wonder if she had been waiting at the window, watching for his silhouette to appear on the rooftops.

He held his breath, before whispering, "I couldn't wait any longer."

"What did you say?" she asked over the chilly wind, stepping closer to him.

Chat offered her a mischievous grin before hopping up on the railing, as if to leave. "I can come back later, if you'd like," he teased.

Marinette rushed up to him, setting a hand lightly on his boot, "No, no. It's fine. Just stay."

Chat looked over his shoulder at her with a smirk, "If you insist, princess."

She blushed and removed her hand, stepping back. The wind caught some of her loose hairs and brushed them into her face. Marinette pushed them back into place, her eyes sliding towards his every couple seconds, the blush on her cheeks only deepening with each secret glance.

Chat stayed crouched on the railing, peering at her intently. Did she remember that she had kissed him? And would it be okay to ask her? He needed to top staring at her. Maybe one second more. A shiver shook her body, and Marinette had tried to hide it. But he noticed. Only because he was being creepy and staring at her so intensely.

"Cold?" he asked, voice sounding strained. He was trying so hard to force himself to glance away, just for one minute. Her blue eyes had him hooked.

She looked up at him with a half-smile, "Want to go inside?"

"It is early," Chat stated, repeating her words from early. "Won't your parents…"

"It's fine," Marinette said. Her expression towards him was so beautiful, so pure, that Adrien began to feel guilty again for how he was acting. But Marinette was so alluring and perfect, that Adrien found his desire to be around her a stronger feeling than his conscience, a fact he knew he would regret later.

Marinette led him, as she had so many times before, into her room. She kept walking, settling down on the edge of her chaise. Chat stayed standing, glancing around her room, looking anywhere but at her, in order to restrain himself from wanting to kiss her again.

The question was on his lips, and he needed to ask it now before he lost his nerve or thought too hard about it. The question he wanted so desperately to know the answer to.

"Do you… like anyone?" he asked softly. His chin was set on his shoulder that was facing away from her.

He couldn't see her, but Marinette was scarily silent.

Chat glanced at her for a moment, just enough to see her shrug, and then he peered away, glaring hard at his shoes. A bit dissatisfied with the answer, he took one step towards her. He blew air into his cheeks and let it out loudly through his mouth.

"Hey, Chat."

His eyes shot up to her. She had sat back farther on the chaise, curled up on herself, staring at him with wide blue eyes.

"Oh, you looked at me!" she pointed at him with a grin. Then, her face dropped a bit, "Is something wrong?"

Chat immediately looked away but continued to walk closer before he knelt on the ground next to her, his gloved hands feeling the edge of the chaise nervously.

"Hey," Marinette whispered, starting to get worried. Her fingers itched when she saw how close his hand was. Would it be wrong to grab it? She blinked hard before looking at him again. "Chat, hey, what's wrong?"

"Do you like someone?"

So that had been what he had asked before. She thought she had misheard. What a question for him to be asking her right now. With a long groan, Marinette slammed her head into the back of the chaise. It hit the wooden part of the furniture, and she released a yelp of pain, half grunt and half gasp, and grabbed at her head.

Chat's lip twitched a bit in amusement, but he barely met her eye and seemed to really want an answer.

Marinette grumbled for a moment before admitting, "I'm so confused, Chat."

"How so?"

"You remember…" she trailed off.

"Adrien," he answered for her when her silence when on for a moment too long.

"I was in love with him," Marinette admitted. She rolled herself into a tight ball, peering at him from over her knees. Embarrassed; she felt embarrassed.

Chat didn't respond. Marinette felt her heart tighten. Her and Chat had avoided these talks for so long. Why did he bring it up? Why did she let him? Why did she just admit that to him?

Her nervousness and embarrassment caused her to keep talking. "I was so in love with him, and he turned me down, and I was fine."

Chat seemed to perk up a bit, only a bit. His voice was still soft as he asked, "And?"

"He… kind of asked me out today," Marinette muttered, sinking lower into the chaise, rubbing at her arms. Her eyes focused on the view outside her window, barely noticing Chat moving a bit closer to her.

"You said yes?"

"I don't know!" she cried, frustrated and even more embarrassed over herself and her actions. Her hands covered her eyes. "I… I didn't give an answer."

"Why not? This is the boy you loved? Don't you still want him at all?" Chat's voice was so gentle and quiet that Marinette had to strain to hear his words.

Her hands flopped down on either side of the chaise, and she exhaled, "N-no. I mean, I don't know. I don't know what I want anymore." Marinette rolled over so that her face was stuck in the cushions. She mumbled, muffled by the cushions, "I shouldn't be even considering Adrien as an option because of what he did to me in the past, but… I don't know, he… he seemed so happy today when he saw me."

Sensing Chat growing ever closer to her, she dared to peek her head out again. Chat Noir had straightened up, now towering over her though he was only kneeling. Marinette felt small as she twisted onto her side, gazing back up at him.

"I just don't want to be confused anymore, you know?" she whispered, setting her fingers close to his.

"I know," he murmured.

Quickly, impulsively, Marinette sat up, still a bit hunched over, but now closer to him. She leaned forward a bit, hitting her shoulder against his jokingly. Their eyes met, but neither said a word. Then, her eyes darted down to watch as Chat intertwined his fingers with her, but she could feel his gaze never leaving her face. Lifting her eyes back up to his, she turned her face a little. As if knowing she would do that, Chat bent forward to brush his lips against her cheek.

Marinette froze.

Chat pulled away, looking so calm, though Marinette could feel his fingers tighten over hers.

He looked like he loved her, but that thought scared her.

Her eyes darted over his expression twice more before they landed on his lips, and she felt dizzy. Her breathing picked up as she felt him lean slightly towards her. His lips parted. Was he going to say something or was he going to kiss her? Marinette didn't know. She didn't know what was happening. Her heart pounded, and she squeezed his fingers hard, causing Chat to stop where he was. He frowned slightly before he twisted himself around her to kiss her cheek again. Not a slight brush of the lips this time. A real kiss.

Chat Noir leaned away, though he was still close enough that the air from his nose lightly hit her cheek where he had just kissed her. Marinette did not move her from her position, her chin almost resting on his shoulder. Then, Chat set his forehead against her cheek, sitting still for a moment before lifting away from her.

Her hand suddenly shot up to her cheek, accidentally swatting Chat's still-close face as her fingers frantically reached up to skim over her burning skin. Chat grabbed her shoulders and gently pushed Marinette away from him, his own cheeks burning and his eyes wide as he searched her face for some sort of reaction. Marinette's gaze fell from his as her mouth fell open.

"I… I'm sorry," Chat hissed. "I didn't mean to… frighten you! It's just…"

Marinette finally let her hand drop from her cheek.

"We already kissed, so I thought you…"

Her mouth snapped shut, and her eyes found his instantly.

"I thought you would let me kiss you again."

Marinette struggled to focus her thoughts on any one thing. The tingling in her cheek, his hand back on top of hers, his eyes searching her face so intently.

Who is he? she thought.

The suddenness of the question shocked her.

Chat's shoulders drooped forward, as he sighed out brokenly, "You… you don't remember, do you?"

"We… didn't," Marinette stammered out weakly. "We didn't kiss…"

"No," he argued. "No, we did. Please, don't try and say we didn't. It's okay for you not to remember, but I know we did."

She couldn't respond. How could she? What would be the right thing to say?

Chat scooted back from the chaise, lifting his hand off of hers. "Are you angry with me?"

Her fingers rubbed over her cheek once more, her body trembling against her will. Was she? Too many thoughts were running through her head for her to know if she was angry with him or not, though, she doubted she was. She missed the presence of his hand on hers. His lips had been so soft. His chest was rising and falling fast, as if he was as breathless as she was. Was she angry? "Uh…"

"I'm sorry. I'll… I should leave again, shouldn't I?"

Marinette stood up suddenly, "I don't think… I'm not angry with you."

Chat followed suit, standing up and leaning over her, his eyes gazing into her so deeply that it made Marinette want to collapse against him. His arms were just barely lifted off of his sides; she could easily slide her arms under his and hug him right now, if she wanted to. Her cheek was still burning. She really wanted to.

She remembered Adrien's smile.

"I'm really confused right now," she whispered. Her body was starting to lean towards him. Not good.

Chat smiled kindly. "And I'm not helping anything. I understand."

"No, Chat, wait…"

"I'll see you soon, Marinette," he told her, beginning to walk away.

She spun fast, arms outreached for him, "Just one minute!"

He was up the ladder and gone in a second. He wasn't angry, that much Marinette could tell. At least, he wasn't angry with her. He seemed upset in a different way.

It was only after a couple minutes of quiet that Tikki spoke, breaking Marinette from her staring match with the terrace door.

"Marinette."

"I know what you're going to say, Tikki," the girl sighed, eyes glued to that dumb door. Chat wasn't coming back. Not tonight. She turned around and sat on one of the rungs of the ladder that led up to her bed. "But I can't tell him that I remember that kiss."

Tikki hovered in front of her with crossed arms and a pout on her face.

"I can't start anything right now. Not with whatever is going on with Adrien…"

"I thought you had moved on from Adrien," her kwami pointed out.

Too many words filled Marinette's mouth at once, and she couldn't form a sentence, only managing to say, "Yes, but…"

"But… you haven't?"

"No! I… I have! It's just… I don't even know if Chat likes me like that!"

"Oh, Marinette," Tikki groaned into her hands.

The girl held out her hands for the kwami to nestle into. As Tikki settled into the palm of her hand, Marinette muttered, "I don't want more things to go wrong. I already messed up so much by accidentally kissing him that night."

"Why not just tell Chat how you feel? I'm sure he'd understand. Maybe he could help you sort through all of this," Tikki offered, hugging Marinette's thumb.

"I can't! Adrien asked me out, sort of, and I… I can't just…"

"Enough excuses, Marinette! You need to take action. Things will only get more confusing if you let this continue on!" Tikki argued, shaking Marinette's thumb a bit in frustration.

"Take action," Marinette thought aloud.

"Yes!" Tikki smiled.

"Just… make a move?"

"Yes, Marinette!"

Marinette held her breath for a long time before crying out, "I can't, Tikki! I don't want to get turned down again. Especially not from someone like Chat."

The kwami frowned.

Marinette looked up with a half-smile, "Can you blame me for wanting to be careful?"

Tikki rushed up to Marinette's cheek and set her hands on it, "I'm sorry, Marinette." Marinette took the kwami in her hands and kissed her head. After a short giggle, Tikki said, "Maybe you should get some rest for tonight. It might help you clear your head, feel better, and…"

Marinette laughed, cutting off the kwami, "I'd love to do that Tikki, but…" With a forlorn look, Marinette sadly looked at her large stack of unfinished homework sitting on her desk.