Marinette burst into class, late as usual, sliding in on her black ballerina flats. Panting, she ungracefully lugged her backpack up over her shoulder, and tried unsuccessfully to inch her way into her seat. The jarring screech of the chair's legs protesting as she drew it back made everyone in class cringe, and Ms. Bustier stiffen at the board and turn around slowly.

"Marinette," her teacher lifted her voice in a defeated fashion.

"I'm sorry mame, I was just..." Marinette apologized, looking much for frazzled than usual, and baring heavy dark lines under her eyes that no concealer could...well...conceal.

Ms. Bustier held up her hand to stop the excuse she knew was coming in it's tracks, and walked over to her. "Marinette, I know getting here late has become fairly consistent...but..." The teacher's blue eyes narrowed, and then focused on her student before her. Her gaze softened, and she leaned in closer to Marinette's desk."...are you quite alright? I can give you another moment to get settled...or if you need to talk?" Ms. Bustier watched Marinette's eyes widen, and then search for something else in the class to focus on. The class had stilled, and it was almost as if they held their collective breath waiting for her answer. Even Chloe's mouth hung open, utterly speechless (likely because she was absolutely appalled beyond measure at the state of Marinette's frazzled hair and the onslaught of possible insults overwhelmed her, leaving her sputtering).

Ms. Bustier's eyes flickered over to Alya instead, and then turned smoothly on her heel with her book in hand. "Alya, can you drop this book off at Mr. Damocles office for me? He mentioned that he needed it right away, and here I had completely forgotten! You don't mind do you?"

"No problem miss," Alya replied shooting Marinette a concerned look, and went to retrieve the book. Ms. Bustier went back to writing on her board, and commented without looking back, "...and Marinette, would you mind going with Alya? The two of you can bring him the attendance list as well." She waved to the roll-call sheet on the edge of her desk on a clipboard, and without another word to them, started instructing the rest of the class who shuffled into action to turn to page 36.

Marinette, slung her purse across her shoulder, and trotted down the stairs to retrieve the clipboard, and join Alya at the doorway. It was a hasty escape, but silently Marinette thanked her teacher for giving her an exit without needing a reason. She still wasn't truly ready to start the day, and Madame had no idea that Alya was the perfect person to talk to in more ways than one. It was in the last glance back to the class, that she noticed the the one person her eyes normally sought out right away...the one who whose eyes always made her legs feel like jelly...her one and only, Adrien...wasn't there.

Walking into the hall with Alya, Marinette looked up at the top of the roll-call list, and saw that 'Agreste, Adrien' was marked as absent.

"Adrien's absent?" Marinette asked Alya, who had the book clasped in front of her chest, looking at Marinette closely.

"His father's assistant called in, and said he wasn't feeling up to coming to school today," Alya responded, as any good reporter would, while still waiting for Marinette to spill whatever was truly on her mind.

"But Adrien never, I mean, barely ever misses school. He must be really, really sick!" Marinette bit her lip, transforming her sleep deprived self into problem-solving mode. "We'll have to get everyone to sign a card, maybe I can talk to Alex about getting another set of his notes, maybe a gift basket, what if we..."

"Are you gonna tell me what this is all about?" Alya stepped in front of Marinette, stopping her in her tracks and look up startled.

"What are you talking about! It is about making sure Adrien is okay!" Marinette responded blankly.

"A second ago you didn't even know Adrien was sick from school...there was something else bothering you this morning...or last night, judging by all of this," Alya pressed.

"All of what?" Marinette asked.

"All of this," Alya waved her hands in front of Marinette's face. "You are always pretty flustered in the mornings, but today you even shocked the Queen of Mean into silence!"

"Oh, my dear Chloe! I did miss our daily exchange of pleasantries!" Marinette fluttered her voice sarcastically, with a masked smile trying to evade her friend's keen ability to seek out the truth.

"Seriously girl, this is me you're talking to," Alya said quietly without backing down. "Is it about you...or the other you?"

"It isn't about me at all!" Marinette welled up with a break in her voice, "It's about...about...my cat."

"Your cat," Alya repeated.

"My cat," Marinette emphasized, with a warning look.

"What has he done?" Alya crossed her arms defensively.

"Not a thing! I needed him, and I didn't let him know I needed him. I took him for granted, even after he was the best friend and partner...er...cat a girl could ask for and now he's missing!" Marinette blurted out.

"He's missing?" Alya repeated.

"That's what I'm telling you! He's missing!" Marinette said with widened eyes that only emphasized the trace amounts of sleep she can been able to piece together between tossing and turning all night.

"Well common' then!" Alya grabbed her friend's arm, "let's go find him!"

"It's not that simple," Marinette dragged Alya back.

"You're right. If we get all of the team, we can cover more ground! Want me to spring the turtle out of class? I might be able to swing it if you pull out the waterworks."

"No, we won't be able to find him, because he's already been replaced!" Marinette dragged her heels back, against her friend's determined grip.

Alya dropped her arm, and her mouth hit the floor. "You replaced Chat...your cat! Just like that! Already?!"

"No, not just like that," Marinette stuttered.

"How long would you wait to find another foxy friend like me if I up and disappeared?!" Alya rapidly fumed. "He loved you!"

"and I think I love him too!" Marinette exploded.

Alya stared at her with wide eyes, and she looked over at Mr. D'Agencourt, the gym teacher, who had looked up startled by the teen's outburst in the hallway. "She just lost her cat," Alya summarized to the coach, and quickly pulled Marinette around the corner.

Mr. D'Argencourt nodded sagely to himself, "Ah yes, I once had a cat that got lost. The plucky little fellow, Gaston Ailbert was his name. Sad. Very sad indeed to loose the cat one loves. A young person should have a cat...teaches responsibility and the like..." and off down the hall he went.

"This is HUGE!" Alya screeched, trying to quiet her own voice. "This is like seriously, monumentally HUGE!"

"Shut up, shut up, now you're freaking me out even more," Marinette grabbed Alya's hands. "But now I can't even tell him...or decide if I should tell him...or if we could ever be...because I am...and he is...and if you know who, ever found out...then it would all..." *Marinette mimed the explosion of the earth dramatically before Alya's dumbstruck face.

"Okay, I'm in the know...but you still totally lost me there...how exactly do you know he's missing in the first place?" Alya raised an eyebrow.

"I told you, he was replaced!" Marinette said.

"You replaced him?" Alya said even more confused, "But I thought you just said..."

"No, he replaced, him!" Marinette said through gritted teeth.

"Huh?!" Alya screwed up her face.

"He replaced himself with someone else. And now I can't find MY cat, cuz my cat isn't a cat anymore...he's turned into some boy, who I'll never be able to find..." Marinette started to feel her voice start to rise again, and she stopped herself and cleared her throat. "Alya, you've got to help me find the boy, and convince him to turn back into a cat!"

"Hun, this conversation is getting really weird," Alya said, putting her arm around her friend. "If I know your 'cat,' he's probably still keeping an eye on things, even if he is on the sideline for now. He wouldn't have just entrusted everything, and especially you, to someone he didn't know."

"That's right! He's the most protective cat in the world! That Shadowcat is the key!" Marinette straightened with renewed determination. "I just have to pin down Shadowcat, and get him to lead me to Chat Noir!"

"Shhh...you mean, your kitty," Alya shushed her, looking around to make sure no one heard.

"Yeah..." Marinette sighed, "My Kitty."

"So...um...what are you gonna do about the other boy?" Alya asked.

"Huh?" Marinette blinked.

"The other boy you're crazy about?"

"I am not! That cat weilder, Shadowcat is an alley cat next to Chat Noir! I would never in a million years..." Marinette scoffed indignantly.

"No...wait what?!..No! Obviously I mean Adrien!" Alya waved her hands.

"Of course I love Adrien still," Marinette replied as if Alya had just declared that water was wet.

"Soo?" Alya prompted.

"We both know that I'm not the right girl for him," Marinette shrugged sadly. "I think there is no way for me to stop my heart from loving him, but I can't think about what I want anymore. If it is all one sided, it will never work. I should be happy I can at least have a friend as amazing as him. "

"What are you talking about! You two were made for each other! I mean you've both totally clueless...perfect match!" Alya said in shock.

"He see's me as a friend. How many times do I have to come up with some convoluted plan to win him over, when I already have heard his answer again and again?"

"No, no, no...the 'Just Friends' line cannot be contagious!" Alya facepalmed herself.

"Alya, it's okay...really. I think I just need to focus on being a better friend to each of them, and maybe then I'll have time to sort this messed up heart of mine out. Right now they each need me...and I need them in my life...that is all I can think about right now, or I am going to drive myself totally crazy!"

"Alright then girl, you know I'm with you!" Alya hugged Marinette on her side. "Search and Rescue mission! Where do we start?"

Marinette looked thoughtful, and then her eyes locked onto the book that Alya had been given to deliver to Mr. Damocles...it was just a standard coil bound journal... "I think I might have a plan..."

"You always do..." Alya winked.