School was both a blessing and a curse.

A blessing because it meant she and Adrien were in forced proximity and she could get to know him organically, but it also meant that she constantly had to tamp down her romantic feelings in his presence.

At first she wondered why Adrien never punned or flirted or acted suave and cool around the kids at school, but then she realized maybe it was because he was trained to put a face on in public.

She wasn't sure, but she threw herself into the task of finding out why.

This new focus helped her suppress her inebriating crush a little every day, until she was quite proud that she hardly ever stuttered or tripped around him (unless he caught her off guard).

In class he came to expect that she wouldn't look him directly in the eye.

But this didn't keep him from wishing she would.

She admired him greatly, but she also just really wanted to be close to him, as close as possible without her feelings getting in the way of their friendship.

Adrien, on the other hand, more than welcomed her friendliness and didn't seem to mind her hanging around him at any opportunity. In fact, he sought out her company just as much as she did.

They partnered up a lot at school.

"Remember to use the Buddy System at all times, otherwise you'll get stuck with me for a buddy!" Ms. Mendelieve reminded them before the class went into the zoo.

"Ready to go buddy?" Adrien sidled up next to Marinette just as she was getting her ticket.

His sudden close proximity caused her to jump and drop her ticket.

"Adrien! Don't sneak up on me like that!" Marinette pulled her sunglasses over her eyes from where they had been perched at the top of her head as Adrien bent down to pick up her ticket.

His hand went to the back of his neck, a gesture she was starting to understand.

"Sorry! I guess I'm just a little excited. I didn't expect my father to sign the permission slip for this."

Her fluttering nerves calmed and were replaced by a steady, warm rush of affection.

"It's ok, I'm pretty excited too. Now let's get in there before the others beat us at this scavenger hunt!"

His answering smile was everything to her.

He couldn't get enough of her competitiveness.

"Come on, we get bonus points for a picture of a dog, and I'm pretty sure I saw a lady with a teacup chihuahua in her purse over by the aquarium!"

"Did I ever tell you that you have a great eye?" Fighting the flush beneath her skin, she smirked and channeled her inner Ladybug.

"The aquarium is this way. And no you've never mentioned that. Anything else you'd like to share with the class?"

"Oh, fishing for compliments are we?" The pun was not lost on Marinette, although as far as Cat Noir's puns went, that had been pretty subtle.

Is this the first time he's punned as Adrien and not as Cat Noir?

Adrien must have also noticed his slip because she felt him suddenly stiffen.

Oh no, kitty, don't shut down one of the best parts of you…

"Hardly. Now focus, because we need to hightail it over to the fish tanks to find that dog, Model Boy. If you think your pretty little self is gonna get in the way of me and winning this scavenger hunt, you're barking up the wrong tree and I'd rather we get along swimmingly."

She knew it was a bit much to try and successfully pull off two whole puns, but she couldn't take them back.

Fortunately, she felt him relax and the slow grin that spread across his face was like watching the sun come up.

To her mortification, he stopped her with a light touch to her arm.

"Wait a second, did you just pun?"

Suddenly she wanted to smack the grin right off him for the blush she was fighting.

Still, she would do anything to make her kitty happy, so despite her flushed cheeks and nerves, she gently pulled away, turned in the direction of the aquarium so he couldn't see her face, and said:

"I'm paw-sitive I didn't."

She pushed her sunglasses further up the bridge of her nose, and continued walking without so much as a backward glance; the picture of confidence itself.

Adrien knew better. He knew she was flustered but that only made his heart swell with affection even more. She didn't see Adrien standing there, blatant happiness written across his face, before he snapped out of it and hurried after her.

She punned!

Study-hangs became a regular thing.

Apparently, Marinette's talent had been enough to convince Gabriel that she was a suitable friend for his son, for which Adrien was grateful.

Although things between him and Ladybug were basically back to normal, being around Marinette was also really comforting.

She was easing his heartbreak in a way, he reasoned with himself. Like chocolate and movies and ice cream after a break up.

"Do you have any pencil lead? I ran out." Marinette looked over at Adrien who was doing the assigned reading from the comfort of his bed.

"Don't think I don't know what you're doing Baker Girl. There's some on my desk, help yourself." Marinette pouted but stood up to retrieve it.

"What's your point Model Boy? I am a very studious person who is completely dedicated to this Physics homework." She took her sweet time refilling her pencil, and Adrien finally put his book down, he couldn't resist the pout and pun combo she was dishing.

"Oh, really? I would be willing to bet three croissants that you haven't even finished two problems since you asked for water a few minutes ago." He said, but he couldn't even pretend to not be amused at her dislike for studying.

Usually he was the one trying to distract her from homework.

"You'll do anything to get more pastries. Besides, Marshmellow, if I smuggle you any more treats they'll start to notice you've been letting yourself go."

Their banter continued back and forth for a few minutes before a warm feeling spread in Adrien's chest and he couldn't stop himself from grinning.

Too late, he realized he had been staring right into Marinette's eyes as he smiled, and although she had held it for probably two full seconds (probably a record since she had confessed!), she suddenly stood up and started gathering her things.

She wasn't wearing her sunglasses, and she felt like the room had risen by several degrees.

"I should probably go. It's getting pretty late and my parents are probably wondering where I am and my room is an absolute mess right -"

"Wait!" Adrien scrambled to stand, and Marinette paused but refused to meet his eyes.

"Um, don't go. I just…" Although he could tell her own gaze was trained on the wall behind him, he couldn't look at her face either.

"It's just… I was just… Um, this is really nice." She's reaching for her stuff again, keep going idiot!

"I mean, joking around and hanging out and all of that. It feels nice. I'm really glad you're here, and I just… I was thinking about how I didn't have this before, but I have it now. And I...yeah." Did I just make her more nervous?

This time, he felt her gaze directly on him, and he was torn between looking up and seeing the expression on her face and avoiding her eyes if only to keep her with him a little longer.

Stay. He tried to push the idea into her mind from across the room.

She continued picking up the rest of her things and he kicked himself.

"I mean, I know you've probably got a million things to do at home, so I'll just see you tomorrow I guess?" I blew it…

"Move over." She said evenly, and instead of making for the door, she took her shoes off and set her backpack down next to his bed.

His shock had paralyzed him so he just stared at her.

"Your bed is much more comfortable than the couch, so if I'm staying then you gotta quit hogging this prime piece of real estate."

He was stunned. She wasn't leaving. She's staying!

His happiness got the best of him because he couldn't stop himself from teasing her.

"Oh, so you think my bed is prime real estate." He said, waggling his eyebrows.

Face red, she looked him dead in the eye.

"Agreste, shut your mouth before I shut it for you. Now help me with this physics witchcraft because it doesn't make any sense."

"Pfft. Ok. Witch problem can I help you with?" In response, she reached over to grab one of his pillows and proceeded to beat him on the head with it.

"I. WILL. MURDER. YOU!"

He couldn't stop laughing, and she eventually was laughing too hard to beat him with the pillow.

Somehow, they finished their homework before she had to go home.

Adrien felt happier than he had in a long time.

Adrien noticed that Marinette had changed.

Or at least, she was certainly acting differently.

She was of course, still kind and friendly and clumsy, but she also did a lot less stuttering and hiding.

The only times she seemed to get flustered were if he caught her off guard, but even then it only lasted for a minute or two before she relaxed.

He respectfully avoided looking at her directly when they were indoors (mostly because if he looked at her too much she eventually found some way to excuse herself, so avoiding her gaze gave them more time together… but mostly because it made her more comfortable - which is what he told himself was the reason).

However, outdoors she would don her sunglasses and he could practically feel her relaxing and getting more confident after she would put them on.

He liked when they could spend time outdoors.

Still, he wished they could look at each other more.

As friends, of course.

At school, Marinette's sunglasses had become one of her signature pieces, and other kids had started to wear them a lot too.

This morning was no exception, he had noticed several students walking towards the school with sunglasses despite the overcast day.

"You look terrible." Adrien said brightly, offering Marinette a thermos of coffee.

"You should see the other guy." Marinette muttered, taking the thermos of coffee gratefully (and grudgingly).

"I think the other guy is doing just fine." He chuckled, looking over Marinette's messy pigtails.

He couldn't see her eyes because of the dark sunglasses, but he wondered how sleepy they looked since they had been texting one another very late the night before.

"It's not fair. You get charm, sweetness, good looks, brains, AND you're a morning person? Utterly ridiculous, Agreste. You disgust me."

"I think you like all of those things about me, otherwise you wouldn't still be wearing those sunglasses."

The words were out of his mouth before he had the chance to think, and he instantly regretted it. He looked at her, trying to gauge her reaction.

After a pause, however, Marinette continued walking as if nothing was out of the ordinary.

"Marinette, I'm so sorry, that was so arrogant of-" she cut him off mid apology,

"Get over yourself Agreste, today happens to be way too sunny for my mood. Here, I'll prove it."

She whipped around, removed the sunnies and looked him dead in the eye before approaching him slowly.

Adrien was frozen.

Once she was standing directly in front of him, she leaned forward and just when Adrien thought, and maybe hoped, she was going to kiss him, she hung the sunglasses from the collar of his shirt, and stepped away.

"Keep them." She said, and gave him a cheeky smile.

"As thanks for the coffee." She took another grateful sip, turned on her heel, and walked up the steps into school.

Adrien forgot how to breathe properly for a moment.

Apparently, she had gotten over her romantic feelings for him.

For a split second he pictured those feelings seeping from the sunglasses at his collar down into the depths of his own heart…

"I didn't think you'd be hanging up the sunglasses so soon." Tikki said as soon as they were alone in Marinette's room.

Marinette was silent as she unpacked her schoolwork from her bag.

She and Adrien usually hung out and did homework after school these days, but she had done such a good job of not avoiding eye contact (but also being very careful of not making too much eye contact with him) today that she had really needed some time away from those eyes.

"I'll be honest Tikki, I'm still as much in love with him as ever, maybe more so, but I'm through with using those sunglasses as a crutch. Besides, it's better if he thinks I'm over him. He won't have to worry about being sensitive to my romantic feelings."

"What if he tries to flirt with you like he would when he's Cat Noir?"

"Cat Noir's flirting has been pretty minimal lately, and besides, if I want to be the best possible friend to him, I need to let him go."

"Make that make sense to me."

"Look, Adrien is eventually going to have feelings for someone. If he thinks I'm still hung up on him he won't feel comfortable sharing that part of his life with me."

"You want him to share his romantic feelings for another girl with you?"

A painful beat later…

"I want him to feel comfortable sharing anything that's on his mind."

"Yes, but will this be enough for you?"

"It has to be enough for me."

She forced herself not to cry.

"He loves me, Tikki. Maybe not the way I love him, but it's enough."

Only the infinite patience that came from being a kwami kept Tikki from telling Marinette the whole truth.

If someone had told Adrien that Marinette would go from the nervous and tight-lipped (but still sweet) person to the bright, funny, easy conversationalist that he hung out with every day, he wouldn't have believed them. He was pleasantly surprised at just how big a part of his life she had become.

He hadn't known what he had been missing. Of course, she had been more herself when he had been around her as Cat Noir, but there was still the wall (or mask) that had been in the way of them ever getting really close.

He liked having her close. As a close friend, of course. Like she said that day.

He tried to ignore the tightness in his chest when he remembered that she no longer wore her sunglasses around him. He loved and hated that.

Marinette had become his best friend.

They had inside jokes, a secret handshake, nicknames, an impressive Snapstreak, study sessions, they hung out regularly, they texted all of the time, and yet… he couldn't get enough of her.

The realization of the depth of his feelings hit him hard.

What they had was everything to him… And yet, it wasn't enough.

He wanted more.

"Something on your mind, Kitty? Are you ok?" Ladybug put her hand on his arm before he could vault away now that their patrol was done.

Ever since their heart-to-heart about his identity, aside from him refraining from using "Bugaboo" and "Milady," things had pretty much gone back to normal, but although he had tried his best not to be distracted today, he couldn't really help it.

"I think I like someone." He blurted, quickly looking at her, not exactly sure what he would find in her expression, not really sure what it was he wanted to see there.

She paused, but then she had one hand cocked on her hip, her face teasing.

"I hope you're not planning on practicing your flirtatious puns on me kitty, because I'm afraid I've had my fill of your sense of humor for tonight."

Humor. Humor is good. Right?

"Who are you kitten? You'll never have enough of me." She threw her head back and laughed.

"What am I going to do with you Cat Noir?"

"Love me, feed me, and never leave me." He said with a wink.

She chuckled, and then sighed.

"I'm happy for you, Cat Noir. Good luck and I'll be rooting for you." She said with a smile. She hadn't made much eye contact, but perhaps he was only reading things too deeply.

"Thanks, LB. It feels nice to share it with you." Had her smile faltered?

"Let's get home. This girl isn't going to like it if you've got bags under your eyes in the morning!"

She reached down for her yoyo.

"See you when I see you!" She winked, gave a little wave, and swung away.

Cat Noir let out a sigh of his own. Deep down, he knew there was a part of him that still hoped she would have seemed less okay with his declaration, but it had gone all too well.

Another, more noble, part of him knew it was selfish to ask for her interest when he was telling her he was interested in someone else.

The part of him he chose to focus on, however, was the part that made him smile. The part of him that recognized, with joy and a little bit of breathless excitement and nerves, that he was falling for Marinette Cupain-Cheng.

"Marinette, are you ok?" Tikki gratefully accepted the cookie Marinette was offering after their patrol.

"This is a good thing Tikki. I mean, Kagami is a great person and they complement each other so well, and I won't be hurting him anymore, and I'm also getting… over…"

Tikki recognized the hurt expression in Marinette's eyes.

She fought with herself over what to say, whether she should encourage Marinette to continue being his friend or facing the fact that her feelings hadn't moved an inch since she first started trying to move on.

She settled for a question.

"How do you know he's talking about Kagami?"

"She's the only girl he's ever mentioned on a few occasions. He obviously admires her a lot, and it seems like Kagami really likes Adrien too. They would be good together."

Marinette busied herself with her sketchbook, penciling in ideas for a couple of jackets she was making for herself and Adrien as part of a school project.

"You're a very good friend to them both, just don't forget to be a good friend to yourself."

Marinette didn't look up. For a few minutes the only sounds in the room were Tikki's munching and the scritch-scratch of Marinette's pencil on paper.

Finally, she spoke.

"I was making a fool of myself and hurting Cat Noir for a long time. Moving on is the right thing to do."

Tikki didn't want to pretend that Marinette was talking to her, when clearly she was still doing her best to encourage and convince only herself.

As soon as Adrien opened his eyes the next morning to the sound of his alarm, his first thought was of a pair of bluebell eyes that he was going to get to see that day.

"Adrien, why are we waking up this early in the morning?"Adrien didn't answer but continued humming.

"Trying to impress little miss Croissant today?" He said as Adrien took his time styling his hair.

"I'm not sure she's into that kind of hairstyle." If Plagg was losing sleep, he couldn't help messing with his kitten. Sure enough, Adrien's hands stilled.

"What do you mean?" Plagg let out a big yawn, enjoying Adrien's sudden rise in stress level.

He wasn't the kwami of chaos and destruction for nothing.

Serves Adrien right for destroying my perfectly peaceful sleep.

"Oh, I don't know. Maybe Baker Girls like hair that's a little darker… maybe with some blue highlights… If your eyes were blue instead of green I think that would give you some major points too." Plagg fought from smiling at the way Adrien bristled.

"Luka? Are you saying she's into Luka?"

"I'm not saying anything except that I think I did hear her compliment him once about it."

Nevermind that if I heard something like that, Adrien would obviously have heard it too.

The sudden doubt on Adrien's face was delicious.

"She did say that she liked you, though." He offered. After all, he didn't want his kid to completely bomb the whole venture.

Adrien ran a hand through his hair in frustration.

"Yeah, liked, past tense." His frustration was too pitiful.

"It's like I said. I've liked other cheeses before, but I always come back to my dear camembert!"

Adrien perked up at this a little. Kid, you are just too easy.

"You're right Plagg, if she liked me before, maybe she'll like me again."

"Assuming you're the camembert of course."

"Plagg, knock it off." Plagg only chuckled, looking forward to seeing Adrien woo the two pots on the stove (which was really only one pot).