Gazing at him watching the words leave his lips.

What did she want? Did she want to go further with him? Were they both ready for that? At this moment in time, the answer to the last two questions were obviously yes. Truth be told, Marinette has begun to realize that with the lack of other superheroes to preoccupy her daily duties, she has come to see Cat Noir for his true self.

Looking at him now, he was undeniably sexy. She knows his hormones have the reins right now but the way he was caressing her and physically showing his desire for her was hard to resist. Over the years, they had both gotten extremely fit with each fight. She had toned up and muscles had gotten leaner, but Cat Noir, he had bulked up. His muscles had doubled, slender waist was replaced with washboard abs and a very defined 'V' shape above his hips, pecs became firmer and broader. He was the picture perfect guy for an underwear model. In fact, she had even suggested that he try that for a job sometime and his response was to scoff at the remark. But, besides her being physically attracted to him she was also emotionally attracted to him.

After losing the miraculous, he practically dedicated every day to help her get them back. It was the lowest point she had reached in her whole life and even though she tried hiding it, the grief never got past him. Bottom line is he is the most loyal partner she could have and thanked her lucky stars that it was the blonde haired kid who was picked by Master Fu all those years ago to fight alongside her. And now that he's pretty much gotten away from his corny, punny side, she finds that he's so much easier to talk to. Maybe, even better than Alya sometimes.

He was staring at her, waiting to see if she would wise up and run or the very slim chance that maybe she felt the same as him in the moment. Of course, he wanted this; it was something he had only been dreaming about since her and him became partners.

Slowly Ladybug lowered her legs from around his waist to be able to stand on her own. As soon as he felt the movement he backed away from her anticipating what her answer was going to be.

"Cat Noir…" Ladybug had started and trailed off trying to gather her thoughts and words to answer his questions.

He had sighed and turned around so that she couldn't see the disappointment on his face. There was a part of him that had hoped she felt what he felt in their kisses but he knew he was asking too much this time. It took everything in him not to leap off that rooftop to run away from the next round of heartache that was slowly approaching.

"I-I've never been with someone…like that." She sheepishly admitted. "Have you?"

He was taken back. The last thing he thought she would do is tell him this. He turned back around to face her and found her cheeks to be almost matching the rest of her body suit.

"I haven't been with anyone like that either." He truthfully admitted. Nino and Alya had been active for a while now and he was always eager to let his best friend know about the little details. So, it almost seems like he has the experience just by listening to the footnotes. "To be honest, that was my first real make out session I've ever had." Now it was his turn to blush.

He had kissed Kagami before when they tried dating and then there was that one time with Marinette at the museum. But nothing that came close to what him and Ladybug had just done on top of the roof a few minutes ago.

"Really?" Ladybug seemed surprised at that response. "I wouldn't've ever known; you're a really good kisser."

He smirked as he started closing the distance between them again. "You think so? Well, you're not too bad yourself."

Suddenly Ladybug felt like her face was on fire about what she was going to say next. "Cat Noir." she whispered before braving her next words, "I want to keep going. If you want to."

He didn't know what happened but he gained the courage of scooping Ladybug up and bringing her to his chest in his arms. Ladybug let out a small yip at the sudden change but didn't protest. She recounted the last time she was like this in his arms, but it wasn't as Ladybug, but as Marinette. She almost let it slip about that event but then remembered how it wasn't in her disguise but rather her normal clumsy self. That was the first night she truly got to see the softer side of Cat Noir.

The black cat was leaping from rooftop to rooftop with Ladybug cradled in his arms. He was still waiting for her to protest his movements but until then he knew where to go. The rooftop where they were, wasn't exactly the best place to be comfortable and as soon as she had said she had never been with anyone else, it started running through his mind of where would be the perfect spot to take her to. The next problem on his list was their suits. He had an idea of how to handle the obstacle but won't know until he got to their destination.

Finally Cat Noir landed with a soft thud in white beach sand. Ladybug looked around and knew where they were at. In their vicinity was a miniaturized version of the Statue of Liberty. Above their heads was the cover of one of the bridges that connects the city together and currently, in the middle of the night, there wasn't a soul strolling across it.

He had set her down on the sand and then ran off to the nearby changing huts. Ladybug took the moment to gather herself wondering who was going to make the first move. She glanced up at the starry night not believing how these last couple days had gone. But for the moment, it was peaceful and she was going to let life happen.

The feeling of strong arms wrapping around her midsection startled her momentarily until she realized it was Cat Noir. He was so warm and welcoming. She felt absolutely safe from all harm in his arms.

He leaned over her and she felt his lips on her neck. The sensation building goosebumps on her skin and heating a fire in her that she didn't know she had. "Last chance, M'Lady," he breathed across her skin, "Are you sure this is what you want?"

She turned around in his arms, brought both her hands up to cup his face, and yanked him down to her lips. She didn't know how to verbally answer him but felt like this would be the answer he needed. He scooped her up once again and proceeded to walk in the direction he just came from. In the shadow of the bridge, under the full moon night, Cat Noir had found some soft fluffy towels and made a makeshift area for them to settle on.

He slowly kneeled down with her still encased by him. Then set her down carefully on the towels and proceeded to tower over her body. Ladybug brought his face back to hers to continue their battle of the tongues. He was being more forceful in his advances now that the green light was shining bright. She knew that he had been probably dreaming of this for years and was worried she was going to call off the whole thing, but in reality she needed this as much as he did. He pulled back from her mouth to continue his assault on her neck, liking the reaction he had gotten from her earlier.

Becoming braver, he let his left hand start to wander and explore her elegant body. He wanted to start slow, making sure that she could back out at any given moment under no pressure. Cat Noir would never make her feel that way and wanted to reassure her of that through this whole thing. His hand finally found the mound that was her right breast which released a low moan from her lips. This caused a smile to reach his own. It was so firm yet soft at the same time. The palm of his hand found her hardened nipple through her suit and began applying pressure to the bud. He was very mindful of her claws making sure to not harm her with them. He had never tried to see exactly what kind of damage they could do but he could only imagine since his cataclysm could take down whole buildings in a single touch. He suckled on the softness of her skin then decided to bare his teeth a little to give a love bite to the flesh. In the back of his mind, he didn't know what enticed it; maybe a small amount of animal instinct from Plagg's side of the miraculous. Whatever the reason, Ladybug loved it.

Once his hand had a fill of her breast it slowly ventured down south to cover new territory. He was taking in everything about her body wanting to remember it vividly. Her midsection was slender like a dancer's but well toned. All these years of fighting off villains sure had helped keep both of them in top condition. Hopefully, it was going to be enough for him to please her like he knew he wanted to.

He skimmed across her hip bone, before feeling the warmth from her core that was drawing him in. He took in a deep breath readying for her to completely fly out from under him at his next advance. Finally, his palm had reached her sex. She was radiating heat from their make out session earlier and he mentally noted that her suit was slightly damp. Similarly, his own suit began getting uncomfortable in the groin area. As soon as his hand applied slight pressure and started rubbing up her hidden folds, he heard her breath out the sexiest moan a person could emit.

It was game on and he knew it. He wanted her and she wanted him.

He found a rhythm of applying pressure while dragging his finger back up her covered groin. Cat Noir had never seen a girl's pussy in person or up close, but that doesn't mean that he didn't understand the female anatomy and where the specific points were that pleased the opposite sex. With each stroke, he could feel her clit beginning to swell under her red suit and knew that she was becoming extremely turned on. But not just that, it was also the fact that it was him that was causing it. He was the reason she was currently mewling against his lips on her throat.

Ladybug couldn't believe what was going on. Alone, she had pleased herself, even Alya had pointed out some tips to make things more enjoyable. Most of the time, Marinette had tried ignoring the stories of her and Nino's times together but is now silently thanking her best friend because maybe some of those footnotes could be used tonight. She let out a moan when his fingers began circling her hardened clit. A part of her couldn't believe that he knew what he was doing, especially since he said he'd never been with anyone else before like this. Beginner's luck, she internally chuckled. The bigger part of her also just couldn't fathom that the person giving her such amazing feelings was her black suited partner in crime. Never in her wildest dreams did she think he would be doing this to her. However, there wasn't a slice of her that wanted it to stop.

It was finally to the point where Ladybug's suit was becoming saturated from his stimulations. The problem that had now arisen were their magical suits. They had become an obstacle. Luckily, he had an idea of how to handle it. He maneuvered himself closer to her body and swung a leg over her own leg so now he was nestled between her thighs. He placed his right hand in the sand close to her side to balance his weight out then paused his rubbing.

"Ladybug," He pulled her from her pleasure back to the real world for a second. He was trying to figure out how to bring up the topic without making the situation more awkward. "If we're going to do this, then something needs to be done with our suits."

She finally glanced up at him realizing what he was saying. The only time the suits ever come off is when they detransform. But if they did that now, then they would know each other's identities. It's not like they had a full body zipper that was going to make things more accessible. Cat Noir's suit did have a zipper that ran from his neck to around his belly button, but she only had a zipper when she called out for her lucky charm and her attire would morph. They weren't exactly fighting any super villains right now so the charm wasn't needed and she was pretty sure whatever would manifest wouldn't be of use to them. So, how were they going to do this?

"How?" She worded, trying to come up with a solution. Was this just another thing that couldn't happen unless they knew who each other was in real life?

"I have an idea," he answered as he glanced up her body laid out before him, "but you're going to have to trust me, ok?"

She smiled at him. If her lying in the sand with him leaning over top of her with the thought of what they were currently on track to accomplish together didn't tell him how much she trusted him, then she didn't know how much clearer she could be. "I trust you one hundred percent, Cat Noir."

He took his hand from her core and slid it up towards her torso. He pried her suit away from her abdomen just enough so that his next move wasn't going to hurt her. Ladybug watched his every move trying to figure out what it was that he had in mind until one of his claws snagged in the fabric of her suit. Those aggressive claws had pierced her suit easily and he drug them back towards him, slicing the fabric along the way. They practically glided through the material and made sure to not once touch her perfect porcelain skin. It took a few swipes to get as much of the material cut away to give access to her. He relished in the picture before him of his Lady exposed and her outfit shredded. Soon it was going to have to be his turn on his own suit.

They had always wondered what happened to their everyday clothes when they transformed, but now it was apparent that when they gave the command to their Kwamis the clothes they wore melded with the magic of their miraculous and basically became naked under the suits.

He glanced up to her and found that her face was almost the same shade as her shell. She didn't say a word but he could tell that she was nervous about being so exposed to him.

"Are you ok?" He asked as he hovered himself over her frame. He was hoping that maybe if he briefly moved away from the area he just allowed full access to then she would be a little more comfortable.

"I am." She swallowed. "Like I said, I've never been with anyone like this before, so it's all new to me."

"Do you want me to stop?"

It took her a moment before answering. A breeze had brushed up against her exposed skin bringing to light what was happening. "No. I want you to continue." She then turned her head away from him before saying her next words because she knew there was no way to make eye contact with him after she spoke. "But you can kiss down there too if you want."

Cat Noir about choked on his tongue when he heard her say that. His half full erection twitched in his suit at that statement and he was pretty sure that he wasn't going to need his claws to set himself free if this was the direction they were taking it. "As you wish, M'Lady." He smirked before planting a kiss on her lips and proceeding to climb further down her body. She brought her knees up as he reached her core and watched him situate his upper body between her thighs.

Was this actually happening?

He was face to face with the most intimate part of her whole body and he took in everything about it. One thing he remarked was that it was absolutely perfect. Her clit was red and swollen already from his massaging and stood out like a neon sign right above the folds of her pussy. The smooth lips were shimmering from the natural juices coming from her entrance and he watched as a small bead of said liquid made it;s way down south.

Cat Noir was thoroughly going to enjoy this task and he could only hope that his first time doing it wasn't going to make a total fool of himself. He breathed in her scent and that about drove him over a wall. It was strong and sweet smelling, overpowering all of his other senses. He brought his mouth to her clit first to see what kind of noises he could get her to make. As soon as his mouth made contact she was already withering against his motions. He began with sucking on her pleasure button and when he thought he's tortured her enough with that he would flick his tongue against it a few times earning some loud moans from his Lady. Although, her body would really react when he would flatten his wet appendage against her clit and lick her up like he was licking up a swirl of ice cream before it could melt. Her body was reacting the way he would hope it would. Her abdomen would twitch with certain brushes while others brought all sorts of sounds from her.

She couldn't handle the random bursts of convulsions her body would react with as he was thoroughly pleasuring her. She could feel herself growing wetter with every passing moment and never in her wildest dreams did she think she could be so turned on by her Cat Noir. Occasionally, she would glance down to see the blonde strands of his hair between her thighs as he worked his magic. Randomly his ears would twitch around either listening to her as she was hardly able to contain what sounds came from her throat but also probably so he could listen for anyone who was randomly strolling by. She often wondered if his ears were able to feel anything or if they were basically ornaments on the top of his head to go with the theme of his costume.

If the public found out that Cat Noir and Ladybug, Paris' top superheroes, were sleeping together it would make the rounds for weeks. Invites for interviews would pile up for everyone to know exactly what direction the couple were taking their relationship.

However, right now being a couple was the farthest thing from Ladybug's mind. She had an itch that needed to be scratched and Cat Noir was doing a helluva job at it. A feeling of tightening brought her from her thoughts. She recognized the feeling from when she was close to orgasming on her own. Clit would go into overdrive with every sensitive touch and she could feel the ache of needing to find release gripping her. This time was different. Everything was stronger and she knew it wasn't going to be much longer until she tumbled over from Cat Noir absolutely devouring her.

He had realized with the different reactions coming from Ladybug that she must be getting closer to the finish line. With her moving around so much, he had wrapped his strong arms under her legs and pinned her down at her hips to try and keep her as steady as she would allow. With their miraculous on they were stronger even in their civilian forms, but that strength was amplified as soon as the suits spread across their skins. With her getting closer though, he braved taking one of his hands away from acting as an anchor and took the very tip of his index claw to tease her entrance with. Paying extra attention to not accidentally cut her. He would hate for this to be such an intimate and passionate moment ruined by something like his instincts getting the better of him and hurting her. Her clit had swelled up enough that made it easy to suckle on. He glanced up at her from under his blonde hair to see her physically trying to steady herself from his actions. She was biting her lip and could see that one of her hands had made its way to her breast where she was playing with the nipple under the red costume. Making sure that she was wet enough, he stopped circling the slit and braved entering the digit into her canal. His eye's never looked away as he wanted to watch her reaction to having a foreign object enter her body.

It did not disappoint.

Her eyebrows crinkled hard together and she took in the sexiest breath as her muscles parted slightly to allow his new form of torture. He still kept up his slurping against her pleasure button and curled his inserted finger against, what he could only imagine was the soft area of her g-spot.

Instinctively, her hands grasped Cat's blonde hair between his ears forcing him harder against her extremely wet pussy. She didn't want him to stop and was currently pleading with him, over and over again. Cat Noir obliged her request and decided that it was time to send his Lady right over the edge and see how hard she crashed from her high. At this point, he completely encased her clit with his lips but continued to massage the nub with his tongue while his finger slowly traced inside her vaginal walls.

"Please, Cat, whatever you do…don't stop." She was breathless as she whispered her plea to him. Her orgasm was right there and she could tell that it was going to crash hard. She'd never had any of these feelings before when it was just herself but she wasn't about to go back now. Her gut was tightening and she could feel her walls clenching which meant that she was far past holding back now.

"Kitty! I'm going to-" She moaned and then let out a closed lipped screech that she tried hiding under her hands. Her body tensed up so hard she thought for sure she'd get a muscle cramp somewhere. The juices started flowing so much that she could feel them gliding down towards the ground.

Cat Noir was not disappointed in her climax. Once it hit he could feel the tight convulsions around his wet finger and her body went rigid as it rode out wave after wave of her explosive orgasm. Even better was when he watched her trying so hard to keep from screaming. Once her hands flew to her mouth he knew full well that he was one hundred percent turned on and couldn't wait to tear apart his groin area and sheath himself in her. She gave him a little preview when her inner muscles were trying to draw his finger in more towards her core as she climaxed. It drove him nuts knowing that that draw was about to be around his erection. Pulling him in as she rode out her high.

He began to feel her winding down and retreated from inside her then proceeded to intimately kiss her overly sensitive clit and then sliding down for one last lick up her slit to completely taste her juices. It was still hard to believe that her responses were because of him. She found release because of him. His finger was currently covered in the reaction of his caresses on her. He glanced up to her and watched her chest rise and fall rapidly, something he normally caught her doing after a difficult fight with a super villain. It was unusual to see her so vulnerable but he was beside himself to know that she was allowed to be this way with him.


4,149 words

My longest chapter yet and I hope you weren't disappointed. I loved that the beach where the mini statue of liberty is has basically become like the "it" place for our two lovebirds. So, why not make it the place in my story for them to be one with each other.

Now, I tried thinking forever on how to get around the suits to be able to access each other and the best (and honestly sexiest) answer was for Cat Noir to use those claws of his and make a way to get a better show of skin.

I also may have drawn a couple of fan art pics from this story...because I can, and if you guys would like to see it, let me know and I'll send you guys to them.

As always, reviews fuel my inspiration!

Kisses! 3