AN: I'm not going to say much in this note. Instead, I'm going to let the chapter say everything. It's a long one with a lot of LadyNoir and a little bit of Adrienette. Hope you all like it!

Chapter 12: Asking Marinette

Over the months, Adrien felt that his friendly relationship with Marinette had strengthened. He continued to make an effort to get to know her better and had learned a lot about her that he had never known before. In return, he shared some things about himself with Marinette that no one else even knew, including his father and Nathalie!

With each passing day, Adrien reaffirmed his feelings for Marinette. He hated to think that she was his "second choice", but Adrien knew that his heart would always belong to Ladybug. As Adrien continued to grow closer to Marinette, he worried that, maybe, he should tell her about his feelings for Ladybug. It was only fair that she knew. However, every time that Adrien thought he had worked up the confidence to tell Marinette, he always stopped himself. The nervousness that Adrien felt every time came when he did not know how Marinette would react if she knew. She was an amazing girl and probably would not appreciate knowing that she was a "rebound" for Adrien. No, Adrien always decided, it was better just to live in the moment and enjoy the relationship that he was cultivating with Marinette.

Although, Adrien realized one afternoon on his way home from school, I should probably thank Ladybug. If she would not have suggested so strongly that I move on from her, I would never have gotten to know Marinette like this. Tonight he would see Ladybug. They were scheduled to meet up with each other after dark. That would be a great time to let her know. She would probably be happy for him.

Adrien could hardly concentrate on his homework that night. There were just so many things that he was looking forward to and those were what occupied his mind. The first of those things was his upcoming meeting with Ladybug in just a few hours. The time was ticking closer, but ever so slowly. Did the hands on the clock always move that sluggishly?

Finally, Adrien gave up and retreated to his bed. Time might move faster if he took a nap and he was feeling a bit tired. The stress from his normally busy schedule was starting to catch up to him.

He shut his eyes for what felt like mere seconds before he heard the ringing of the alarm that he had set. Adrien knew that he could not necessarily rely on Plagg to wake him up in time and he did not want to keep Ladybug waiting for him.

Transforming into Cat Noir, Adrien sped out of his bedroom window and tore off through the night, heading to the spot where he had already arranged to meet Ladybug. By the time that Cat Noir arrived, Ladybug was already there. Crap! Was he late? He could have sworn that he had set his alarm early enough to give him plenty of time to get here! Usually it was Cat Noir that would arrive first. Now he was worried.

Regardless, Cat Noir figured that if he was late then he needed to own up to it. This was his mistake! "M'lady, he greeted Ladybug, "I'm sorry that I'm late."

Ladybug turned back to acknowledge her partner. He saw her give him a soft smile. "You're not late, Cat Noir. I'm just early tonight."

Cat Noir had not expected this answer and it took a moment for his mind to catch up and process what he had heard. When he recovered, though, Cat Noir gave Ladybug a small smirk. "You just couldn't wait to see me, is that it?"

He laughed as Ladybug rolled her eyes. "As if! I just wanted to get this over with so I can go home!" Cat Noir could see that she was joking because her beautiful blue eyes sparkled with admiration and her lips twisted upwards in a confident smirk.

Cat Noir walked over to sit beside Ladybug. "Paris is so calm tonight, peaceful."

Ladybug leaned into Cat Noir a little, probably for warmth, he figured. Even though the days were getting warmer, the nights could still hold a bit of a chill to them once the sun would disappear beneath the horizon. She nodded in response to the statement from Cat Noir. "I like nights like this. It's nice to just sit and talk together without worrying about akumas."

Cat Noir looked out over the city. Briefly his thoughts turned back to Marinette. He wondered what she was doing right now. Maybe she was safe in the warm comfort of her home. Perhaps, Cat Noir thought, I could take the scenic route home tonight, past her house and check on her? Later, he would worry about that. For now, though, he wanted to tell Ladybug about his new feelings before their time together tonight ended. "Ladybug," he started, waiting for her response.

Ladybug looked to Cat Noir and he could see the surprise in her eyes. She had noticed recently that he tended to limit the uses of his affectionate nicknames for her. Awhile back she had even called him out on it, back when Adrien had experimented with dating Kagami Tsurugi. Cat Noir had to resist the urge to shudder at that memory. That had been one of his worst past choices that he had ever made! Things would definitely be different—much better!—with Marinette...if she accepted him, that is!

"I took your advice," Cat Noir told Ladybug, looking away. "You said to move on and find another girl to love."

"Cat Noir, that's great!" Ladybug praised instantly. "So you have a girlfriend?"

"N-Not yet," Cat Noir answered, "but I am planning to ask this girl that I like. I'm going to ask her tomorrow." He pictured the conversation in his mind. It would need to be perfect, only the best for an amazing girl like Marinette! "We've been friends for a while now, but I guess I'm still a little nervous that she might not see me the same way that I see her." Cat Noir really did not know what brought himself to say all of this to Ladybug. Maybe he was just worried that Marinette would be just like Ladybug, and that his feelings for her would not be returned either. As he thought this over, Cat Noir felt Ladybug's gloved hand slip into his own and she gave him a tight squeeze.

"I'm sure that everything will work out fine, Cat Noir."

Cat Noir smiled. Ladybug's comfort always had that effect on him. "Yeah, you're probably right, like always."

For the rest of the night, Cat Noir was distracted, thinking about tomorrow's important conversation with Marinette. In his mind, he envisioned where they should meet, how he should introduce the topic, and, of course, what he should say. This was way more important than the last time he had committed to dating a girl!

However, with Ladybug's reassurance, Cat Noir felt more confident. He could do this! Everything would work out just fine!

...

Somehow, overnight, his confidence seemed to disappear. When Adrien woke up the next morning and remembered what he planned to do, he worried again. Sure, Ladybug had been so sure that everything would work out just fine, but she didn't know Marinette like Adrien did!

Adrien dragged himself through the process of getting changed and brushing his teeth. He was moving so sluggishly that Nathalie had to knock on his bedroom door and remind him that the limo was waiting to take him to the school.

When Adrien arrived at the school, he did not see Marinette, but that did not worry him. Like any other day, she would probably arrive right before the morning roll call or shortly after the beginning of class. Besides, Adrien did not want to ask Marinette out before school. He decided that he would, instead, do it at the end of the day. That way, he'd figured, if Marinette turned him down, then he could just go home brokenhearted rather than spend all day in school thinking about the rejection.

The school day moved much too quickly for Adrien's liking. He spent much of the time rehearsing, in his head, the words for his declaration of love that he would say to Marinette.

Then, before he could even fully realize what time it was, the final bell rang, announcing the end of the school day. Adrien shoved his materials into his bag. He could not avoid to take his time or else he might not catch Marinette on her way out of the school.

Like most days, Marinette and Alya walked out of the classroom together. Adrien followed behind, catching up to them easily.

"Hey, Marinette," Adrien greeted his friend, "can I talk to you?"

Marinette and Alya stopped walking and turned back to face Adrien. He waited as Marinette gave her best friend a quick glance. Adrien also did not miss the slight nudge that Alya delivered to Marinette's ribs.

"Uh, yeah, sure, Adrien," Marinette answered.

Alya caught Adrien's eyes and he watched as she smirked. "Have fun, you two. I'll catch up with you later, Marinette."

Adrien knew that his bodyguard was waiting for him outside the school and that he would probably be getting a phone call from him (not that his bodyguard would ever really say anything; he'd just grunt in disapproval) soon, but Adrien also knew that he would probably never ask out Marinette if he didn't do it now. He led the way to the place he had picked out last night.

Marinette followed behind Adrien without a word. She was so quiet that Adrien had to resist the urge to turn around make sure that she was still there. She wouldn't just randomly abandon him, right? No, Marinette was too nice to do that! Adrien just had to trust that she would still be there.

Finally they reached the courtyard that he had chosen as the place where he would ask Marinette. Adrien took a seat on a bench and looked to Marinette, silently inviting her to join him.

Marinette took a seat beside Adrien. He could feel his heart beat pick up speed knowing that she was sitting so close to him.

"So, what did you want to talk about, Adrien?"

Adrien took a deep breath. It was now or never! He opened his mouth and began to say the words that he had been mentally practicing all day. Through his words, he relayed to Marinette how he felt toward her and their friendship that had grown so much closer, more so than he ever could've imagined, over the last several months.

Finally, after giving his full declaration of love to Marinette, he asked her the question that he had been fretting about all day. Looking deep into Marinette's eyes, Adrien asked her, "Marinette Dupain-Cheng, would you be my girlfriend?"

I know…evil cliffhanger! I'm going to make it even more evil. Next chapter goes back to the present-day timeline! See you all then!