Chapter 1

"I'm in love with someone else, Chat." Knowing the words were coming, knowing that they were the truth didn't stop the cold ache from spreading across his chest. Chat blinked slowly, using the motion to steel himself. When he opened his eyes, there was the faintest hint of a smile in the corners of his eyes, to reassure his partner that he would be okay. But grey sadness faded out the blue in Ladybug's eyes, and god it made it hard for Chat to breathe.

"I know, M'Lady. But does he?" Panic immediately spread across Ladybugs face, the likes of which he'd never seen, no matter the dire circumstances they'd faced.

"Tell him? I can't! There's no way he'd like me back..." Her entire demeanour changed, her voice fading as her shoulder slumped and she looked down miserably.

"Ladybug, you're the most amazing person I know. Anyone would be a fool to not be interested in you." Chat's words were quiet, but steady and sincere. There was no trace of bitterness as his eyes stayed trained -as always- on his lady.

"I'm not like…. this normally." She waved her hands at herself. "In and out of the mask I'm totally different. I'm klutzy and shy, I can't get two words out around him without stuttering. I'm not strong or confident. I lose everything the mask gives me." She rubbed her left arm with her right hand, staring at her feet. Chat stepped forward, closing the distance between them. He put his hand on her cheek, using the contact to focus her beyond her spiralling self doubt.

"I mean it, Ladybug. You are beautiful, strong, and kind. The mask neither gives nor takes that away. I think it gives the freedom to allow those qualities to flourish, but they are a part of you without the mask. Anyone would be lucky to have you; you being in my life is the greatest blessing I could have ever asked for. And if you truly love this man, tell him. You both deserve to be happy, and telling him is the only way to begin your life with him. My family can tell you all too well, that you never know when you'll lose someone.

"And if you get shy or scared? Think of me. "Chat gave her a cheeky grin, before allowing it to fade. "I need you to chase your happiness, for the sake of mine."

A million emotions passed through her pale blue eyes, enough that for a second he couldn't breathe, and was drowning in them. He blinked, taking a deep breath to steady himself, and pulled her head towards his. She was for once, too stunned to react and he laid his lips to her forehead in a gentle and chaste kiss.

"Love yourself as much as you love him… or at least as much as I love you." He let his hand slip from her face and reached back to grab his staff. Chat extended it, and flew through the night, even as his heart continued to drown in her overwhelmed and dazed eyes.

Marinette had climbed out of the shower, and with her hair wrapped up sat on her bed, staring blankly at the wall as she methodically applied lotion. She didn't and couldn't blame him for his continued attempts to win her heart. Sure, his constant flirting and attention was distracting and irritating, but there was something about his constant affection and compliments that left her feeling lighter as Marinette. A tiny part of her had to admit that she immediately brushed them off and did not consider them in terms of herself, because it might make her question her feelings. Marinette simply wasn't ready to consider that she might have feelings for her partner; so, for now, she focused on her love for Adrien. She admired that Chat had the strength to keep putting his heart on the line, knowing that she cared for someone else.

"What are you thinking about Marinette?" Tikki peered around the bottle of lotion humming happily at the scent.

"Chat. He worries me, I'm scared I'm going to break his heart. I try so hard to make sure I'm not leading him on, he's my best friend besides Alya. He deserves to have someone who loves him back with all their heart. I wish I could help with that." Her words were quiet, and thoughtful as Marinette smiled half-heartedly at her kwami.

"You do too, Marinette. And I think Chat's right about talking to Adrien. "

"I can't Tikki! I can finally actually talk to Adrien, at least a little! And he's learned what having friends is like, and if I tell him I like him, he'll say he doesn't like me back and it'll be so awkward in class and Chloe will find out and mock me in front of the whole class and it'll be so awkward for him, and he'll never talk to me again and it'll make it so I can't hang out with him, Nino and Alya, and I'll have to drop out of school and-"

"Marinette! You're spiraling!" Tikki admonished, crossing her arms as she frowned at her partner. Once Marinette collected herself, Tikki continued. "Chat Noir is right; you need to talk with Adrien. Adrien values your friendship way too much to let anything ruin it, you've seen how stressed out he is when you disappear during an akuma attack. You matter to him a lot." Marinette pulled her knees to her chest and rested her arms and head on top of her knees.

"I know, Tikki. I know you're both right. I just don't know if I can handle it right now." Marinette gave a faint smile, and put her lotion on her bedside stand, and climbed under the covers. "Good Night, Tikki." Marinette pulled her lamp string, and had just laid her head down when she heard a faint knock on the roof door.

"Plagg, Claws In." Adrien dropped his transformation and collapsed face first onto his bed. He curled his arms under his head, and watched as Plagg immediately went to raid the small scent sealed (mostly) cupboard that hid a stash of camembert for the kwami.

"Plagg, what am I going to do?" He asked quietly.

"Eat Cheese?" The kwami's mouth was stuffed, but there was no mistaking the words that were semi-formed around the mouth full of cheese.

"Somehow, I doubt that eating cheese is going to help Ladybug find happiness." There was a dry note to Adrien's response, and his kwami shrugged.

"Cheese does make everything better, what's wrong with her?! But Ladybug was seriously hurting in self esteem today. It's like she idolizes her crush rather than see's him as a person, and makes herself incomparable. Tikki really needs to work on that girl. Ladybugs crush is nowhere near perfect."

"And just what would you know about that?" Adrien immediately sat up, staring at his kwami. Plagg glanced to the left oh so briefly, but then met Adrien's eyes.

"Kwami talk, and all Tikki talks about is plshhhg and the boy she's in love with."

"Who?"

"plshhhg. Part of kwami magic is that we cannot reveal our holders' names, not even to other holders. It's how Hawkmoth doesn't know who you are."

"Well, if cheese won't work, maybe I can help another way." Adrien watched his kwami finish chewing, and waited until Plagg went to dive into the cabinet for a second piece of camembert. "Claws out!"

Marinette shared a suspicious look with Tikki, slipping out of her covers, and pushed her door open as she climbed the ladder. She peered out onto her balcony, and gasped.

"Cat Noir? What are you doing here" Marinette reminded herself that in this moment, she was not his partner; simply a friend.

"Your light went out right after I knocked, were you going to sleep? Should I leave you be?" He asked. Marinette smiled- truly- and climbed up her ladder, shaking her head.

"It's okay. What's wrong?" She walked to the wall that he stood on, and she leaned against the edge. He settled onto the ledge, looking out at Paris with her.

"My friend Adrien said that you give really good advice, and well, I could use some."

"Hewhutnow-" the words, blurred together were a whisper, but of course Cat Noir heard them.

"It's true. He said whenever he doesn't know what to do, you and Nino are who he goes to. I don't know Nino very well, but you've always been kind and honest with me." She stared at the sky, vaguely amused at him.

"I didn't know I was held in such high esteem." She smiled, genuinely warmed at the thought of Adrien holding her advice in high enough regard to share it with a hero of the city. She winked at the lanky, cat perched on her wall, and bowed before leaning back against the wall. "Marinette Dupain-Cheng at your service, then. What's up?"

"One of my friends, she said something that worried me tonight. I want her to know how unbelievably important and precious she is, but she won't believe me when I tell her. I need another way to remind her how amazing she is, and I just don't know how."

"Is this Ladybug?" He nodded, ever so slightly. "Why don't you ask her friends and family to help you, surely they can help." His shoulders rose a little, and he looked down at the street below him.

"Ladybug and I keep each other safe by not sharing our identities. The more who know, the more danger for us and those around us." If she hadn't known him so well, she wouldn't hear the control in his voice to hide any emotions that could be used against him. Even knowing all sides of the story, she felt for him. She wasn't sure why he was so desperate to know who he was, but she couldn't really ask as Marinette.

"I see. What about the other heroes? Surely they can help. Any Parisian would, we all owe our lives to you and Ladybug. A Chance to express that gratitude, and help our heroes back? We'd all be happy to help." He tilted his head at her, the warm smile that he knew and was fond of, spreading across her face. This was why he'd come to Marinette. Even without all the contextual information, she was able to inspire him. Plus, he got to hear her thoughts differently than when she stuttered around him. Hearing her speak so warmly, it gave him a couple of places to get started.

"I don't think all of Paris should know that she's struggling a bit right now, but I trust you. I have a couple of ideas now though, thank you." She gave him a bright smile, eyes closed and cheeks high.

"Glad I could help, even if I don't know how!" He chuckled and rolled off the wall. He stepped forward and gave her a side hug. He'd always wanted to give one to Marinette, but she was so skittish, and he didn't want to scare her. Even with his friends, being Cat Noir gave Adrien so much freedom.

"Adrien was right. You really do give good advice. Thank you, Marinette." He extended his staff and vaulted into the night. She watched as he disappeared into the night. She stayed in the cool spring air for a couple more minutes, staring into the night before going back into her room. Marinette found Tikki curled up on her pillow, half asleep.

"What did Cat Noir want?" Tikki mumbled, one eye open as she snuggled deeper into her pillow to escape the cool air that came in with Marinette.

"To make Ladybug believe in herself... because she doesn't believe him."

"So, he came to you for advice about you?"

"Yeah. That was a bit weird, but seeing him say it without the flirting, or the cool cat facade... It does make me believe him, kind of." She laid her head down for a second time and couldn't help but smile at the dark room. He might be in love with her, but even knowing she was in love with someone else, his priority was to help her, not try and steal her love away. And while she'd never admit it even to Tikki, that softened her, and made her wish that she could kiss his cheek without leading him on.

Plagg didn't bother to scold Adrien, as the boy collapsed onto his bed for the little sleep he would get tonight. What he did tonight could probably be considered an abuse of power, but his kitten got so little free time or decisions for himself, and Plagg didn't want to make Adrien feel like he had even less. Besides, his heart was in the right place- in so many ways-. Plagg and Tikki rarely got the chance to talk, but in most lives, the holders of the Cat and Ladybug miraculous were destined for each other. There were exceptions, usually if one there was an age difference, or some other facet of who the holders were that made them incompatible. This was obviously not one of those cases.

Experience had told him that it would be someone close to Adrien that held Tikki, and he'd recognize those grey earrings in Marinette's ears as quickly as he'd recognized his ring. That combined with Ladybug's self descriptions and Marinette's desperate love of Adrien had easily led him to Ladybug. Plus, he hadn't -quite- lied to Adrien. Tikki had told him of Marinette's love of his kitten. They tried to confirm if this was a paired life as early on in their holder's experience as possible, and one look at Tikki had told him.

Adrien's belief and acceptance of people as they are was one of the reasons that Master Fu had picked him. His open heart and kindness were readily apparent, and one of the most important aspects of a holder. He always gave that to his partner, in spades, but seeing him grow and place his Ladybug's self esteem in such a coveted place, and that he was willing to lose sleep and work to improve it... This was one of the reasons that Plagg loved him. Adrien was fast asleep on his bed, half covered in blankets and snoring ever so slightly. Plagg gently hugged his wielders head, and then set to work on the tugging of blankets over Adrien's shoulders. Plagg curled up on his spot on the bed, on a smaller pillow between the headboard and Adrien's pillow. He could sleep until just before Adrien left, without Nathalie or his bodyguard seeing him. One day, they would figure out they were head over heels in love with each other. In the meantime, Plagg intended to dream of glorious aged camembert.

"Jeeze that one was hard!" Rena was still ecstatic to be transformed, but more than a little irritated with the akuma they'd just faced.

"You're not kidding, I haven't used my shield that much in ages." Carapace agreed and stood awkwardly. Ladybug and Chat could see that he wanted to go put his arms around Rena, but was moderating himself to preserve his identity. A ring out of beeps, as the respective countdowns began.

"M'lady, you don't have much time. Why don't I collect the miraculous?" Cat Noir offered with a friendly smile, and Ladybug nodded.

"Thanks Chat. Bug Out!" a whip of her yoyo, and a tug had her flying through the night.

Chat led Rena and Carapace to a secluded alley, where the pair transformed and handed back their miraculous. When the pair turned to leave, Cat Noir hesitated.

"Wait. I have a favour to ask you, from one hero to another." there was surprise in their faces, as they turned to face chat.

"Whatever you need my dude, we got your back." Nino easily answered, and it made Chat smile to see the exact same response that he'd have gotten if he'd asked as Adrien.

"Could I swing by once I'm recharge and visit you guys? This requires a bit of explaining." A smirk crossed Alya's face, and Chat was immediately filled with dread.

"Is this because you're in love with ladybug? Cuz I think we could help with that."

"We could try. I mean, we still haven't gotten Adrien and Marinette together." Alya turned to her boyfriend, a pained look on her face.

"That's because Marinette's brain short circuits at the mention of him, and your boy is dense as fuck." A million thoughts were flooding his head, and all Chat Noir could do was back up, hands held as a braver between the couple.

"You're not wrong, but I'm just saying we don't have any success in that department yet." A beep of Cat Noir's ring jolted them back to reality.

"It's' not about that. But its just as important. Does 10 work?" The couple glanced at each other.

"Yeah, we'll be at Alya's. It's movie night."

"Perfect. I'll cat-cha there." He winked, and vaulted over a couple blocks, into another familiar alley. Plagg tumbled out of his ring, and Adrien caught him, already pulling out a cheese slice for his kwami.

"If we're going out again tonight, I deserve extra Camembert!" Adrien gave a knowing eye roll. He'd fully expected this demand and had planted some extra in the tin he kept inside his jacket.

"We still have to get home, it's still a couple hours until I'm meeting them. They've already given me plenty to think about, though."

"Remember when I called you guys lovebirds when you first met? And you told me that she was just a friend?" There was a mocking tone in every one of Plagg's words.

"Shut up Plagg." Adrien leaned against the wall, one foot braced against it and his arms crossed as he watched his kwami swallow a piece of cheese literally the size of Plagg's head. His brows furrowed. Alya and Nino had been trying to set him and Marinette up? For how long? Did that mean that she liked him? Adrien felt a smile curl from his lips. It'd be a while before he was ready to do anything with that idea, but it was something to think on. For now, he had a couple hours that he needed to spend studying. Adrien could imagine the shit fit his father would have if his grades fell.

Chat climbed in the open living room window into Alya's home, unsurprised to see them curled up on the couch, Alya tucked under her boyfriend's arm. They both sat up when they saw the lithe figure step into the room.

"Spill the beans Cat Noir!" Alya was more irritated that he'd predicted she would be and looked ready to pounce on him and shake him senseless. Before Chat could open his mouth, Alya began slamming him with questions. "Are you in love with Ladybug? Do you need help showing her that? Ugh you can't just say something like that and then not tell me anything for four hours!" Cat Noir blinked at her, and those fiery brown eyes, and waited to see if she was going to add more questions.

"That's not what I'm here about. Can we sit, or are you going to yank on my tail?" Alya narrowed her eyes at him, before spinning and plopping onto the couch. Nino stretched out in a corner but tucked an arm behind Alya. Adrien sat on a single seat beside the table and took a breath.

"I guess I kind of have to answer your questions to explain what I need. Yes, I'm in love with Ladybug." Alya fist pumped into the air, and her excitement left his chest feeling hollow. "She means everything to me, and there's nothing I would not do for her... Including letting her go." He hung his head, unable to meet his friend's eyes. "She loves someone else. And that love is what matters. When she describes him, she loses the confidence she should have in herself and can't believe that she's worthy. I've never seen her be so hard on herself, not even when we started, and she thought she couldn't handle being Ladybug." His green eyes flashed with determination. "There is no one in this world that she is unworthy of. But she won't believe it when I say it, and that's where I need your help. I need her to be happy, so we need to convince her she's amazing so she can tell the guy she loves." He looked up at his friends, and the sadness on each of their faces. "Will you help me?" Nino withdrew from Alya, and stood, reaching his hand out to Cat Noir. When Adrien put his hand in Nino's, he was pulled into a hug.

"With you all the way bro. We've got your back, just like you've got hers. Now, how do you want to do this?" Cat Noir smiled. grateful for the support he had in Nino in and out of the mask.

"Well…"