"Oh, shit" The entire class heard the nearby explosion and didn't need to look to see what had caused it. Hawkmoth didn't waste time today, he never seemed to wait long when Lila was involved.

"Well that was quick, what do we do now?" Nino peaked out the window and saw the smoke erupt from the courtyard but Lila was nowhere to be found. Alya glanced at Marinette, she was in trouble if they didn't move now. It didn't take a genius to figure out who Lila was mad at and there was no telling what she would do with that anger.

"Marinette, Adrien, you guys have to leave now! You two are who she's the maddest at right now, especially you Marinette" Marinette and Adrien looked at their class who all looked equally as nervous, they were scared for their friends now more than ever.

"Ok, but how do we get out? Lila's at the gates right now"

BANG

The class collectively whiplashed their heads towards the other explosion. She was getting impatient and by the seems of it wanted them to come to her.

"Maybe we should wait for Ladybug and Cat Noir?" Nathaniel spoke up softly. The class started to agree with the idea unbeknownst that their hero's were right in front of them and were the exact targets of the vixen downstairs. But they couldn't really say that, could they?

"Guys that's a terrible idea" Chloe huffed and pointed between them and the door.

"If we wait and Lila decides not to, we are giving her the perfect hostages and we don't even know her powers yet. Considering the sound of mass destruction I doubt her power is simply illusions and being a super rip-off Rena Rouge" They sat in silence for a moment. Chloe, unfortunately, had a got point but they still didn't have a plan. That was until Alya finally came up with...some type of idea.

"Ok guys we don't have much of a choice then, our top priority is keeping Marinette and Adrien safe so we have to take some risks"

"What do you mean?"

"We" Alya pointed between everyone.

"Have to distract Lila long enough for wonder klutz and sunshine to escape and for Ladybug and Cat Noir to show up"

"How do you expect us to do that?!" Alya successfully stunned the entire class, along with Marinette and Adrien who were not very happy with her idea.

"Any way we can throw stuff, yell, scream, we just need to buy enough time besides don't we owe this to them," Everyone thought about what Alya was saying. She was right, they owed Marinette for months of neglect and years of companionship she gave them. And they owed Adrien just as much.

"Your right, we're in right?"

"Right!" Marinette and Adrien before they could say anything were quickly cut off by Alix.

"Don't even say a word, we know what you're going to say but don't worry we're not glass. Lila's not after us, she's after you now when we give the signal you get the hell out of here ok" they nodded reluctantly and listened to Alya plan and assign roles.

A moment or two later they put their makeshift plan into action starting with Kim and Ivan opening the door and running down the hall followed by the rest of the class. Not soon after Lila, who was currently what looked like an upgraded Volpina noticed their escape.

"Well hello everyone, I was wondering when you would come see me-" The girl was cut off by taking a rollerblade to the face, courtesy of Kim and Alix.

"Why you little-" They threw another one which Volpina blocked, their plan seemed to be working, but she was definitely distracted. The other classmates continued to throw whatever they could get their hands on fuelling Volpina's rage but what they didn't know was she had a new ace.

"Well I was hoping you would be a little kinder to me but Marinette had brainwashed you, I guess I can only trust my sweet new pet to say hello" From the shadows, Lila gestured over a large purple shadowy fox. It walked over to her and started circling her legs like a domesticated house cat.

"Isn't she lovely, at least I know she won't...betray me, though she's awfully protective. Go my darling get them" Everyone paled as she set the fox on them, for something that looked so cute it gave off such a terrifying and unsettling aura. Her first target was Kim who didn't have enough time to dodge.

But to everyone's surprise, the fox ran right through Kim leaving the boy standing there in confusion. He then laughed and threw a snide comment.

"Is that all you got!" Lila smirked and counted down with her fingers.

3

2

1

All of a sudden Kim started to turn transparent and slowly started to disappear. This sent the boy into a panic.

"What's happening? What's happening to me?" Volpina cackled and petted her pet as she ran back to her side.

"Good girl, oh don't worry it'll only take about 10 minutes and it'll be over"

"What do you mean?"

"You'll disappear just like an illusion, just like the illusions I make and the lovely world I created for myself...that was until that goody goody and rich boy ruined it...where are they?!" It was their turn to laugh.

"You were so distracted with our little stunt you didn't notice, good luck finding them now" Volpina screamed in frustration and sent her fox after everyone.

One by one the classmates were hit by her fox and started to gradually fade away until it was only Volpina versus Alya. Alya knew she stood no shot against Volpina without her miraculous but could only hope that her plan worked and that Marinette was safe.


(A few minutes earlier)

"Ok so here's the plan, we will run out of the classroom and distract her but rather than Adrien and Marinette running after us they will stay here"

"Why? That sounds stupid! Aren't we trying to save them?" Chloe smirked as she realised what the bespectacled reporter was implying.

"We're the decoys, aren't we? We need to convince her that she missed them in the assault" she nodded.

"Exactly, she won't think to check the classroom, she's cunning but cocky, she'll be too angry to think straight"

"So when she's after us we just need to convince her that you guys ran off...good idea babe" Nino praised his girlfriend and got ready for their mad dash outside alongside the rest of the class. Meanwhile, Alya dragged Marinette to the side away from their classmates.

"Alya what are you doing? This is dangerous!"

"What about you, she's after you! And if she can do damage without a mask imagine what she has in store for you now. It's the only option" Marinette stared at her best friend and bit her lip, unable to argue against her. She was right and she hated it, that seemed to happen a lot lately.

"Fine..."Alya hugged her and whispered into her ear before joining the class near the door.

"Once you hear yelling run and find somewhere to transform, I trust Ladybug and Cat Noir to save us ok" Alya winked and ran off. Once she reached the door she started counting down loud enough for the class to hear her while Adrien and Marinette hid behind the desks. They were betting on Lila's arrogance and stupidity to save their asses, hopefully, the lucky Ladybugs were on their sides.

"Ok everyone

3

2

1

Run!" They slammed the door open and bolted out the door, leaving Marinette and Adrien behind.

"I hope they're ok"

"I'm sure Ladybug will show up soon"

"And Cat Noir of course" The teens sat and panicked as they thought of an excuse to leave. They couldn't transform now. That was probably the only good thing about the class leaving, it gave them time to run and transform. They only had to avoid each other now.

"Adrien I should run out"

"What!" Adrien almost yelled, managing to control his volume before he gave them away. Was Marinette crazy?!

"I'll run when she's distracted and hide in another class, not only will it buy more time for Ladybug and Cat Noir but if Lila does check she'll only find one of us and think that one of us did run" Adrien hated her plan, he hated that she was so willing to put herself in danger for him...especially after everything that had happened.

"Trust me, I'll be fine" Marinette smiled and crawled over to the door. Before she opened the door Adrien grabbed her hand and whispered one more thing.

"Be safe Marinette?" He noticed the girl blush and nod. She pulled her hand away and ran off, leaving Adrien and Plagg alone in the classroom. The kwami quickly flew out of his shirt.

"She'll be fine Adrien, she's a tough girl"

"She'll be fine once we defeat Lila, come on Plagg let's go. Claws out!"


"Goodbye Césaire" The girl braced herself for the impact of the phantom. But before the fox could make contact with her Alya was pulled away narrowly avoiding the fox's touch. She turned around and met the eyes of her saviour and sighed in relief.

"Ladybug!" She smiled and gave the girl a wink.

"That was too close wasn't it Ladyblogger" They both laughed nervously making sure they still stayed at the task on hand. It wasn't long before Ladybug's cat companion entered the ring at her side, glaring down at their newest challenger. The action was mirrored by Volpina and her fox who was growling at her side.

"Ladybug, Cat Noir, how lovely for you to have joined us. I must admit you are quite late so many people have already faded away waiting for you to save them...how tragic" The girl's voice was laced with malice and sadistic enjoyment of what she had done to her fellow classmates. It was unsettling. While most akumatized victims couldn't be blamed for their actions Lila was different when akumatized. She seemed conscious of her actions.

But they couldn't prove that of course.

Ladybug noticed Cat Noir's shaking form next to her and turned her head slightly to watch him more closely. He looked absolutely livid. She shook it off, they had to focus on getting Alya to safety and them cleansing the Akuma so they could talk later.

"Cat Noir I'm sorry but can you keep her busy? I need to get Alya away from here" Cat Noir nodded and jumped down.

"Alright, be fast M'lady I don't know how long I can take her" She nodded and thanked her partner before jumping onto the roof and running off. Surprisingly Volpina made no move or showed any intention of following her and only stood there watching Cat noir with the sickeningly sweet fake smile she would give him as Adrien.

"So what went and pissed you off today Lila, this is what? The third akumatization?" She smirked.

"Good job you can count want a sticker for that? Or maybe you want Ladybug's admiration?" Cat Noir retained his composure but Volpina noticed the minuscule change of expression and widened her smile even more.

"I'm not going to lie Cat Noir I'm not after you, I have other people on my hit list today so let's have a little chat before Ladybug gets back shall we?" The tension in the air thickened as the two stood there, Volpina drew back her fox and stood there waiting for Cat Noir's reaction. After a moment Cat Noir decided to humour her, not only would it buy time but he could gather important information for when Ladybug returned.

What did he have to lose?

"Alright, what did you want to talk about?" Volpina grinned and examined her hand as if to contemplate what to say. Her eyes sharpened and she spoke up.

"I want to know how you are kitty" Cat Noir cringed at the nickname, it just sounded so wrong coming from her mouth he could practically feel his skin crawling.

"Well for one, never call me that again and two what do you mean? How am I?"

"I couldn't help but notice you and Ladybug, you seem estranged lately...has the lady forgotten her stray?" Volpina even as Lila was a professional liar and an even better manipulator. She made a point to pay attention to everyone, what made people tick. People's triggers and dreams. She made a point to know these things so she could either twirl them around her finger or crush them under her heel.

But unlike most people Cat Noir was fully aware of her true nature. He wouldn't let himself be manipulated by her. By anyone.

"I wouldn't say that, she's been busy and I can't blame her for that. I'm not a child and need constant attention...what about you? You seem to thrive off attention" Her eye twitched. She wasn't expecting that type of reaction, Cat Noir wasn't meant to react so calmly.

"What can I say I love the spotlight"

"At the expense of pushing someone off stage" She had done this more times than he could count and he was only referring to the instances he knew about. Chloe, Ladybug, Kagami, Marinette, they had all been people pushed off her theoretical stage so she could take the spotlight. But they wouldn't let that happen anymore.

"I'm done talking Lila, you can't use your over-inflated ego as an excuse for your actions and I'm not letting you try to manipulate me" He watched her eyes widen, surprised at his revaluation. She was so used to people blindly listening to her that when people called her out she almost didn't know how to react,

Almost.

"Too bad, you seem to be smarter than I thought I guess there's no peaceful way of settling this...get him" The fox lunged no more than a second later badly giving Cat Noir enough time to react. Before the fox reached him he extended his baton and when swiped it only for the baton to phase right through it.

He had forgotten it was basically an illusion and thankfully he had enough time to jump away from it before it could touch him. All he had to do was buy time for Ladybug to arrive and keep her busy. At least she only seemed interested in staying at the school...hopefully she wouldn't find Marinette.

"Hurry Ladybug, hurry"


"Alya are you ok? What happened?" Ladybug had made it safely away from Volpina and Cat Noir seemed to be doing a good job keeping her off their backs. She could fight easier now that Alya was safe but she still had no idea what they were facing.

"Yeah I'm fine, shook but fine but good Volpina is stronger than before"

"What do you mean?"

"She had help? I think it's a sentimonster, it's a fox spirit creature? Whatever you do, don't let it touch you!" Ladybug frowned.

"Why?" While she had been there through the entire beginning of the fight she didn't have enough time to observe the situation. She had barely enough time to get there and save Alya. Ladybug was thanking her lucky stars that Cat Noir had shown up at the same time as her.

"If the fox touches you or runs through you you'll have mere minutes before you begin to...fade?"

"Fade?"

"Remember Time Breaker, it's a similar power but Volpina to my knowledge gets nothing out of it" Ladybug stood still for a moment trying to hide her concern. Usually, Volpina was enough of a threat when akumatized, she was cunning and malicious without a mask. Powers only amplified that. But now she had even more power and they didn't know how to counter it yet...

"Oh no! Cat Noir!" The superhero was about to launch herself onto the nearest building in an attempt to reach the school as fast as she could, Cat Noir was in danger. But before she could Alya caught her by the wrist.

"Girl, calm down"

"How can I calm down? Cat Noir doesn't know what he's facing" Alya sighed and pulled her friend down so she was making eye contact.

"Girl, you can't fight if you're this freaked out. Let me help you" She shook her head.

"Hawkmoth knows who you are it's too dangerous"

"There are going to be times when you need help all I need is for you to let me," Ladybug thought about it. Alya was right, she would need help. Alya would make good backup and with her powers, she could act as their spy and informant. But there was the issue of her identity...

"Ok Alya I'll think about it but I don't have enough time right now" Ladybug glanced back once more before she took off and smiled at her best friend.

"Thanks, Alya" Alya returned the smile and gave her a thumbs up as she took off.

"Always girl"


Once Ladybug reached the school she quickly surveyed the area before acting on anything. She glanced down from the roof to see Cat Noir both attacking and avoiding being attacked by Volpina and her sentimonster. He was doing pretty well for a two-on-one fight but even she could see from the freaking roof that he was losing stamina.

Just as that thought flashed through her mind Cat Noir seemed to have tripped on air...or got his tailed pulled. She couldn't tell. But Volpina took this as the perfect opportunity and targeted Cat Noir.

"Game over kitty cat" The leather cad hero braced himself for the impact but much like Alya, the fox didn't have the chance because Cat Noir was pulled away full force landing not so gracefully on the roof. Ladybug in her panic didn't have time or the concentration to even attempt catching her partner, much to his delight...

"Are you ok Cat Noir? Sorry about the landing" Cat Noir winced as he got up and quacking shook his head in dismissal.

"Nah I'm fine, I've had rougher landings..." As if Cat Noir was having war flashbacks his face paled and his usual cocky smile was replaced by a nervous broken smile. Much like the smiles, she put on when attempting to make last-minute lies to save her secret identity. Now that Ladybug thought about it, Cat Noir often was being tossed across Paris like a rag doll wasn't he?

"What are you are rag doll?" Cat Noir's usual grin reappeared as he leaned on his baton leaning in closer to her.

"Nice pun there M'lady but I'm more of a domestic short hair" The girl fort back the temptation to facepalm and settled for the mental action. She really walked into that one, didn't she? God! He was rubbing off on her. But now wasn't the time, Volpina was still just standing below them waiting for their next move. As if she had been reading their minds she commanded her fox to charge them, surprising both of the heroes with how agile it was. It managed to jump to stories in a single leap!

"Today's been great but I have other matters it attends, I'll be back for you though! Bye Ladybug, Bye Cat Noir~" Volpina reached out and played in infamous tune through her flute. Before anyone had a chance to react she threw a golden orb of light at her feet, materialising a dozen more copies of herself, all leaping off into other directions, her fox following in tow.

There was no telling which was the real Volpina and it would be too risky to split up, especially when she had an unlimited amount of illusions up her sleeve. There was no telling what she could do if she noticed they slit up, but if the situation called for it...they might not have a choice.

"Ok, now what? We can't follow them all!"

"I know but at least we know who she's after" Cat Noir cut her off.

"We are not using Marinette as bait or Adrien" Cat Noir quickly added his own name, they couldn't really use him as bait if she still need Cat Noir. And he didn't want Ladybug to know he had any personal connection to Marinette, she would have his neck for hanging out with civilians while being a magical cat boy. She knew there was a risk in what he was currently doing but he was always careful...plus he only started visiting her to make sure she wasn't akumatized. Cat looked back at his partner who was shaking her head profusely.

"I would never use either of them as bait, especially when facing Lila, can you imagine how that could end...but who said we can't use them as a distraction" He blinked and tilted his head. He really did act like a cat didn't he?

"We should fight fire with fire or..."

"Illusions!"

"Exactly but we need to make sure they're safe to begin the plan, I know Marinette's safe I managed to...get her to safety before saving Alya but I don't know where Adrien is?" While she had a vague idea where he was there was a good chance he had run away after she left him or during Cat Noir's fight with Volpina.

"Oh don't worry, I got Adrien to safety too, he's hidden and safe" Cat Noir internally laughed at how much of a lie he just said. It was so ironic. Was he hidden? No. Was he safe? Was he ever? Not when dressed in leather and cat ears. But it was the price to pay for freedom and time with his lady so he would gladly put himself in a little bit of danger from time to time.

"Ok, M'lady what's the plan?" Ladybug grinned and brought out the fox miraculous from her yoyo.

"We can lure her out with illusions on Marinette, that way we can ensure the real Volpina will appear and when she's distracted we grab her necklace and release the Akuma"

"What do we do about the sentimonster?" That fox was their biggest threat, eliminating the fox would ensure their victory or at the very least their safety.

"We need to destroy her flute, that's what I'm guessing the amuk is in, did you see her holding anything else while I was gone?" Cat Noir tried to think back to his earlier fight with her. While most of it was spent talking he hadn't noticed her having anything else aside from her flute of pendant on her.

"I think you're right, so what are we going to do with the fox miraculous? Unification or another holder?"

"I'm going to need Alya's help one more time, then I will make sure that Hawkmoth understands they will never get their miraculous back again, we can't risk putting them in danger" Cat Noir nodded and waited for Ladybug to complete explaining her plan. Once she had finished Cat Noir leapt off ahead to their meeting spot to wait for Ladybug to put her plan into action. Maybe he could draw Volpina out early?

He would be damaged control, how ironic for the hero of destruction.


Lol in my haste to finally update I forgot to add my comment. Sorry this chapter took so long and sorry that it's more of a slow chapter, it's necessary for plot purposes. I also like the idea that Lila can be very threatening when akumatized, more so than in the show.

Look forward to the next chapter and thanks for reading!

~Luna