Cat Noir had pulled himself back up Ladybug's body to be face to face with her again. He slowly lowered back down to merge their lips together. She could taste herself on his lips and couldn't believe how much more turned on she was at the gesture. He pushed harder against her mouth while simultaneously pushing his hidden hard on against her moist and exposed core. He felt the wetness seeping through his own suit from the action. This drew out a moan from her as her hips rotated to his suited groin pressing up against her.

Her mind started racing at the thought that there was only a single layer of fabric that currently separated their sexes. She was now fully aware of his ever growing erection that she could only chaulk up to him having his way with her moments ago. The next thought that was running across her mind was now that she felt him on a personal level, she was marveling at how big it appeared to be cooped up. Was it going to be that large once released?

She pulled away as much as their close space would let them. "Hold on a sec." The breath had been sucked out of her from the moment her back hit the sand and she needed to remember how to inhale again.

He looked at her for a second, marveling at her gorgeous, flustered face. Her lips were swollen and shiny from his attack on them while her cheeks under the mask were painted a soft pink hue. Lord was he loving the effect on her right now. His normally confident, straight to the point, no nonsense, partner was absolutely beside herself and he was the sole reason for it. Once he noticed that she was trying to gather her thoughts, he shifted so all his weight was on his knees and he was no longer above her body. He was still giving her an out until there was absolutely no going back. If she still wanted to leave this situation then she was more than welcome to and wouldn't hold it against her. Albeit, he'd be a little disappointed and it would be a long night with him and his hand with possibly a very cold shower thrown in for good measure. Plagg would naturally be giving him such Hell for not just taking the opportunity as it was being presented but Adrien wasn't like that and he wasn't about to start now with Ladybug.

Ladybug had taken the chance to bring herself up to her elbows to look at him fully. He was so sexy looking kneeling between her legs. She marveled at the look on his face; he was flushed and a little bit frazzled looking. The hair pulling she did probably didn't help much with his appearance. She tried not going any further south for fear of making a complete fool of herself and then proceeding to bury herself in the sand they were currently resting on.

"I'm just worried." She finally admitted.

He raised his eyebrows at her confession but let her continue.

"I've heard it…hurts the first time and I just want to be prepared for…" She glanced down his pecs to his abs and finally rested on the object in question. Immediately regretting it when she felt the heat spread across her cheeks. Ladybug had never seen one up close and in person, only images which wouldn't give her a complete shock once Cat Noir handled his own suit. But she was still a virgin and a male's body was new territory for her.

Cat Noir had followed her gaze and gave a soft chuckle before braving an encouraging rub on her upper thigh, "I know. I don't want to hurt you." He realized that Ladybug was trying everything possible to not look at him in such an embarrassing moment. "M'Lady, please look at me."

She braved a glance at him to find him solemnly staring back at her. He wasn't being condescending or taking pity on her, but he looked genuinely concerned with her mental well being and making sure that this was truly what she wants and who she wants it to be with.

"I don't want to hurt you, ever. If there is ever a point in any of our times together, either like this or on patrols or fighting Monarch, I want you to let me know. Your comfort is my priority and I want you to always be able to trust me and never have to question that."

Her eyes swelled and she could feel the tears trying to form in them. Her Kitty was always there for her as he's proven time and time again. After losing all the miraculous, when it seemed like he was being put on the back burner with the new heroes, and even Master Fu was caught by Hawk Moth and it was all her fault. Not once has he made her question how he would treat her. Even after she's spent the last few years denying his advances to her for her love and affection. However, he never made her feel like she needed to feel the same way as him. Little did he know how much that feeling was changing in his direction.

"Cat, I can't see my first time being with anyone better than you." Ladybug had pulled herself up to a sitting position and brought his mouth to hers. She wanted to affirm what she had said to him.

Cat Noir was so happy to hear those words come from her mouth. Truth be told, he couldn't see himself doing this with anyone else either. Over the years they'd pretty much become best friends. They told each other almost everything except for the small details that could possibly expose the other's identities.

He broke their passionate kiss so he could collect himself before what he was about to do next. "Lay back down."

She obeyed the command as Cat Noir got ready to take care of the last piece of fabric separating two virgins from handing in their "V" cards. Honestly, he was just as nervous as she was. He didn't know how she was going to handle his manhood once he released it. The only thing that made him feel a little more comfortable was the thought that Ladybug had no one else to compare him to. He always thought of himself more on the above average side when it came to his size but he guessed that only her body was going to be able to tell him that. He flashed back to remembering the squeezing pressure around his single finger of her vaginal walls. He thought about how snug that fit was; he couldn't imagine how it was going to be with his cock in her.

As she lowered her upper half back down to the towel, he grabbed the fabric from just below his sack and pulled it away from the skin so as to not accidentally catch anything delicate in his claws. When he felt the sharp hooks pierce the suit he steadied his breath before pulling up towards his belly button. Suddenly he felt the pressure being taken off his groin the further he pulled up. The rips opened up enough that his erection fell out of the suit and presented itself completely to her. It bounced a couple times before holding tight, ready to enter her body.

Ladybug was watching the entire time as Cat Noir seductively traced up his suit with his claws much like he did with her's. When he reached about the belly button was when she saw exactly how turned on he was. She didn't know why but, for whatever reason, she couldn't stop staring as his hard on was practically rejoicing at being released from the confines of the black cat suit. She could only imagine how uncomfortable it had been recently while growing under the fabric. If he had ever gotten turned on while they were out on patrols or anywhere else while dressed up then she definitely never noticed. Afterall, it was hard to miss that.

He lowered back down over her body and captured her lips. His kisses this time were more passionate and much less desire. She felt his weight shift slightly as he moved his right hand closer to her hip rather than be at the side of her shoulder like the other one was. The shift had caused his lower body to come closer to hers and suddenly she felt the tip of his manhood brush up against her clit. This enticed a moan from her and Cat smiled. He then took this response to further the action by taking his full length and rubbing it completely across her sensitive clit while simultaneously collecting juices along the way..

"Oh, Cat…" She breathed finally able to pull away from him.

"Tell me to stop if you need to, ok?" He ordered as he rubbed back down.

She nodded at him prepared for what was about to come. Still on cloud nine about what they were doing, she just prepared for each second as it came.

He took his head and slid it between her wet folds positioning to push forward. In case it did hurt, he decided to capture her lips with his again so she wouldn't cry out to the night sky and alert anyone within earshot of what was happening with Paris' favorite people.

Finally, he moved his hips forward and began entering her. His head was barely encased and he could already feel the overwhelming grip of her pussy. It was so tight and he could feel every stretch as he slowly inched forward. As soon as his head broke through, he heard a whimper escape her lips which caused him to pause and break the kiss.

"Are you all right?" He asked, trying his hardest to steady himself. Every fiber of him was screaming to complete the join and fully submerge himself in her. But he wanted to wait for her to signal the go ahead.

She nodded with tight closed eyes. It was painful, no doubt, but it was a different kind of pain. It pinched but was bearable. She had to bite her bottom lip knowing that he wasn't even all the way in yet and that there was more to come. Silently, she was thanking him for merging their lips before he did enter her because she would have screeched at the foreign intrusion of her body.

Cat Noir took a second to glance around their surroundings to see that they were still completely alone. A swivel of his ears also cleared any suspicion of eavesdroppers.

"Ok, M'Lady, I want you to cover your mouth please." He requested.

She seemed perplexed at the command but after looking deeply into his gaze, decided to oblige.

Once her mouth was covered, Cat situated his knees a little farther apart and wrinkled up the towel as he dug into the sand a bit more. He made sure to keep her gaze with his next motion wanting to savor the look on her face as he joined their bodies in the most intimate of ways. In one swift move he thrust forward completely driving into her heated core. Under her hands she let out a soft cry and clamped her eyes shut. It hurt so much but she didn't want to make a big deal about the pain. Afterall, it was something that was unavoidable. The first time was going to hurt since her body isn't used to a feeling like this. No amount of self pleasure with her fingers could prepare for him to enter her body.

The feeling caused him to in turn close his eyes and grind his teeth together. The pressure was so immense that there was no way to compare it to his hand. Her inner walls were practically strangling his erection and he noted that while he was fully sheathed he could reach her cervix and was just hoping that he didn't cause her more unnecessary pain when he hit it with the tip. This also confirmed his thought of if he was going to be big enough to satisfy her. Well, at least he knew the length was enough, but would the rest of him be able to do the job properly?

He glanced down at her to see that she was gazing up at him with her hands still on her mouth. When he looked at her she lowered them and revealed that she had her bottom lip pinned under her top teeth, most likely ready to hold back whatever sound would be released next.

He took the moment to glance down their bodies to see the best image he could ever think of. Both of them with exposed skin on their lower regions, framed by shredded and tattered magical suits, completely braced against each other. Her thighs parted around his hips to allow him to have access to the most sensitive area she had to offer. He couldn't see himself seated in her but that hardly meant that he couldn't feel himself in her. Her walls were trying everything they could to evict the inner space intruder. Her pearlescent skin was so beautiful and he had noticed a small scar against her right hip bone that he would have to ask how she got later. Because right now, there was only one thing on his mind, and the instinct was slowly starting to eat away at him and would totally consume him if he didn't start moving soon.

"Let me know when you're ok." He told her as he basked in this intimate place they were both currently in.

She nodded, "I'm all right now." It was still a little sore and she guessed it was going to be like that for a while but mentally, she was ready for him to continue.

He retreated from her partially before slowly diving back in. Her walls constricting around him keeping him from both entering and exiting. The subtle sound of skin hitting skin echoed in his ears keeping him on alert but also relishing in the action. The juices from her body were starting to multiply again causing his sack to become wet with each contact.

Ladybug began realizing that her body was morphing around his cock with each thrust and what was once pain was being replaced with pleasure. Blissful pleasure. He was hitting all the right spots inside her and was noting how well her body was responding to him diving in and out of her. She could feel him slowly pushing her thighs wider with each thrust as he was trying to gain as deep of a lunge into her as possible. Out of everything though, his girth was probably what she was enjoying most. The base was obviously thicker and narrowed closer to the tip, but not by much. She couldn't believe how much she could spread around him as he entered her again and again.

His right hand that had been clawing at the sand by her hip had migrated to her upper thigh and was grasping it firmly almost like he was trying to use it for leverage. She could only imagine what his instincts were telling him to do that he was ignoring out of her safety and comfort. Slowly, she raised her legs so that they were wrapped around his hips which in turn made his thrusts deeper if that was even possible. Her hands found themselves running up the flat muscular planes of his sculpted back. With each movement they flexed under his suit and she marveled at how well built he was. For years she had always thought of Cat Noir as this goofy, self pompous, guy that just kept fawning over her even though she didn't return the same feelings. Never in any of those years did she think she'd be losing her virginity to him on the sandy beach.

Cat Noir began picking up the pace while thoroughly enjoying himself gliding in and out of her body. When she raised her legs up it gave a whole new angle that allowed him to push further and deeper into her wet pussy. He loved that she was taking the chance to explore his body with her hands which made him happy. Her ribbed walls slowly and agonizingly started closing harder around him causing low throaty growls to vibrate from him. The added pressure was causing his sack to tighten and he knew it wasn't going to be long until he would dive over the edge chasing his own orgasm. Beads of sweat began forming on his body causing the hair across his forehead to become dampened.

Ladybug couldn't believe how she was feeling; both emotionally and physically. He was reaching places she didn't even know she had. Every time his hips thrust forward his lower body would smack against her still overly sensitive clit but she could also feel the build up internally from his thrusts. Suddenly, Cat Noir had taken her left leg, hooked it in his elbow and raised it up until it was practically kissing her chest. She whimpered at the new position and that first thrust in from his hard cock about made her scream with orgasm. Biting it back with her lip was the only thing that saved them from drawing attention.

Cat had hoisted her left leg higher and gave one hard thrust back into her not realizing what the angle did to her core. His instincts were beginning to be too much to handle and he gave the steering wheel over to his hormones. His thrusts developed into hard slaps against her skin as he tried getting as deep to her cervix as possible. The pressure in his sack was starting to develop ten fold and he could feel himself stiffening in her.

Ladybug could feel him getting harder inside her and it was putting more pressure against her G-Spot to the point she could feel her stomach tightening. However, instead of trying to hold it back she wanted to release while he was inside her. She looked up at him to see that he was gazing back at her. Their eyes locked and she braved taking her right hand up to cup his face. He closed his eyes and leaned into her touch.

This felt so right and he loved how natural and easy it was coming to the both of them. But also, just like in battle sometimes, he loved how they could wordlessly share stuff and be on the same page. Cat opened his eyes when he started feeling her becoming extremely tight around his dick and her hand suddenly went from a caress to a firm grasp around the back of his neck. She was close and he knew it. He went from fast thrusts to long drawn out thrusts making sure that she felt every inch of him as he retreated and plunged back.

She groaned "Cat…I'm about to cum." Every word came out as a breath. "Please don't sto-"

Her walls clamped down and drew him in completely. Her right leg had wrapped further around his ass, aiding with driving him into the hilt. His balls were now painfully clenched and he was seeking his own release. It only took two more thrusts before his hip slammed against her thighs and he began throbbing inside her as he found climax. Her walls were still on the edge of their own orgasm and were milking his extremely hard cock. The convulsions started in his stomach and ran all the way down to his toes. Never, had he had such a climax like this one.

As soon as Ladybug realized that he had come she started feeling the extra warmth pooling in her. Hot semen was coating her insides as he reached his high. She could feel his pulsing at her entrance and relished in the thought that he was inside her and in such an invulnerable position currently. Her position wasn't any different as he was sheathed inside of her pumping his seed internally and mixing both of their juices together.

Cat was spent and he could feel himself becoming softer after such a hard orgasm. He began pulling out of her as he also lowered her leg back to the ground. With a wet 'pop' he reluctantly separated their bodies. His head was still so sensitive that the light breeze that came up and brushed against it caused his body to convulse. He was still panting trying to catch his breath. He glanced down at his Lady to see her forehead also slicked over with sweat, her cheeks flustered from their activities, and her once neat ponytail a mess. But to him, she's never looked so beautiful. He leaned back down to her, placing a soft kiss against her lips.

"Thank you." He smiled at her. "That was absolutely amazing."

Her smile reached her eyes, "It really was, wasn't it."

Cat lifted himself back up to his knees and relished in the sight before him. Ladybug laid out on a disheveled towel in the sand, her lower costume shredded with bare skin exposed, and herself exposed to him. As he looked closer he could see his semen beginning to drip out from her filled pussy to the towel below and smirked. He didn't believe that something like this could give him such a feeling of fulfillment. All his life, he'd never felt like he ventured out of the box and his daily schedule consisted of that, a boring schedule. Doing something like this was absolutely out of character for him. His dad and friends all thought of him as being prim and proper and sex was the farthest thing from his mind. But after today's fight and that dream, all those expectations got shoved down the second Ladybug kissed him.


Thank you everyone who has saved this story! I love knowing that people are liking it!

This chapter was fun to write, to say the least. I'm trying to find a happy medium with balancing both view points of Ladybug/Marinette and Cat Noir/Adrien so if it seems kind of all over the place, please let me know. I have a kind of story line that will go with this and I'd like to try to keep updating this weekly if my schedule allows.

As always, reviews fuel my inspiration! Also, if you'd like to see some of the artwork tied with this story go find me on Insta and under