Marinette didn't have a problem with spiders; in fact, she was her home's resident spider killer. She even killed them at school whenever someone in the girls locker room freaked out. Yeah, she had no issues with them; that is until she became Ladybug and until she fought a spider based akuma. Arachnia was her name. She wore a black suit with a red spider on her chest. Eight legs were protruding from her back and had a large spear that held webbing on one end and her paralyzing venom in the other.

"Will you be alright my Lady?"

Chat was aware of Ladybug's aversion to spiders and wasn't sure if she was going to be able to handle this one.

"I'm fine Chat. I will admit I am creeped out a bit but we have a job a to do. Let's get to it!"

"So, the ladybug comes willingly into the spiders den. My children will dine on ladybug tonight!"

The akuma unleashed a horde of spiders at the duo. It was straight out of a horror movie. Chat grabbed his Lady and pole vaulted to the nearest roof.

"Where's bug spray when you need it," he yelled. "Stay here, my Lady. I'll distract it while you look for its akuma."

Chat leapt down to fight the akuma. Ladybug's eyes darted over every detail; then she spotted a broach on the red spider. She summoned her Lucky Charm and it was a handkerchief. How was this supposed to help? She took her yo-yo and swung in.

"We need to get that broach," she said to Chat.

"Right, any ideas?"

"If you can keep her focus on you I can sneak around from behind."

"Got it! Hey! Spider-woman! Don't you know that cats love to play with spiders!"

"But this time the cat will be the one caught in a web," sneered Arachnia as she brought forth a huge spider. Both Chat and Ladybug gulped.

Before the spider akuma, Ladybug was weary of them but could still squish them but when you had to stare down a life-sized one with its multiple black eyes, fangs and eight spindly legs. Ladybug had to work fast; she would help Chat first and then get the broach before her transformation went out. She lassoed the spiders legs together causing it to fall over. She turned to Arachnia who was angered that her pet was defeated easily. Then she smirked sinisterly.

"If you thought that was a nightmare, enjoy your time in the box."

She created a clear box and threw it at Chat but Ladybug pushed him away and ended up in the box.

"Ladybug," cried Chat.

Ladybug was in trouble, she knew that. Her earnings had already beeped so she hoped Chat could get her out. She thought things couldn't get any worse; they did. Spiders appeared out of nowhere and began to crawl over Ladybug. She screamed and quickly covered her ears and squeezed her eyes shut. She felt the tears in her eyes and prayed that Chat would do something. He watched in horror as the spiders covered his Lady. He could hear her screams and her frightened expression would haunt him. He turned to Arachnia.

"You really make my skin crawl."

"Come on then, Kitty. Time to get tangled in my web."

She fired webs at him and he quickly dodged them. He grabbed her staff and used her webbing against her, trapping her within her own web. Chat grabbed the broach, activated his Cataclysm and destroyed the box where Ladybug was trapped. He destroyed the broach and hoped Ladybug was able to purify it. What he didn't expect was a a little red bug fly by and grab the butterfly. She glowed and the purple butterfly turned white and she released it.

"Bye bye little butterfly," she said sweetly. She looked over at Chat. "Hi Chat Noir, she's really shaken up right now."

"I wouldn't blame her. Where is she?"

"Follow me. I tried to hold out as long as I could, but once the box was gone and the transformation ended, she ran. You should calm her down enough to cast the Miraculous Cure."

Tikki led Chat Noir to an alley. He heard heavy breathing and quiet sobs. He hated that his Lady was feeling like this. He looked behind some boxes and saw something he never expected; his classmate, Marinette shaking like a leaf in fear and eyes red from crying. She was using the Lucky Charm handkerchief to dry her eyes. Chat's heart went out to her.

"Princess," he said quietly.

Mairnette's head jerked toward him with a terrified look on her face.

"Adrien," she whimpered.

He released his transformation and knelt down in front of Marinette. He held his arms out, open and waiting for her.

"Come here," he said softly.

She instantly grabbed him, burying her face into his chest while his arms encased her shaking body. Tikki managed to get the handkerchief out of Marinette's hands to cast the Miraculous Cure.

"It's alright, Princess. You're safe," he whispered. She calmed down a bit before he spoke again. "Hey, you want some ice cream? It's my treat."

Marinette just nodded and the two of them headed for a parlor nearby.

The next day at school, Marinette was feeling a little better but the images of being covered in the spiders still sent shivers down her spine. She even contemplated having arachnophobia now, but she wasn't sure. She was at her locker when she noticed a small spider lowering itself in front of her face. She shrieked and ran away leaving her locker open.

"Wow, she ran out faster than when she sees Adrien," smirked Alya to herself as she closed her friends locker for her.

That little scene gave someone a very cruel idea. Chloe bought a giant rubber spider attached to a string and sat behind Marinette to wait for her to return from lunch. Marinette and Alya walked in and noticed Chloe wasn't in her normal seat.

"What? Just trying a different viewpoint," she scoffed trying to act nonchalant.

Marinette and Alya just shrugged and sat down. Chloe waited until everyone wasn't paying attention when she pulled the fake spider out. She dangled it near Marinette's shoulder. It was this point in time Adrien and Nino walked in. Adrien looked up and saw what Chloe was doing.

"Mari," he began.

It was too late, Marinette turned her head to see what was on her shoulder and was face to face with the creature. She screamed and flailed and ran out as fast as she could. Sure it was embarrassing to react that way but fear was more powerful than embarrassment and she tried to get away. She didn't even hear the laughter and people shouting her name and she barely registered a hand grabbing her arm. It wasn't until she felt two strong arms wrap around her that she realized someone went after her.

"Mari, Mari, it's ok. It's ok," said a soft gentle voice.

Marinette latched on real quick and gripped a cotton shirt hard. She began to whimper.

"Shhh, shhh. It's alright. It's alright," the voice said again.

It sound like a guy's voice and it was familiar. She felt a petting sensation on her head. She began to calm down a bit.

"You're safe now, I've got you."

Once she relaxed and opened her eyes, she saw a familiar black shirt with green, purple and yellow stripes. She looked up to see concerned green eyes looking down at her fearful blue ones.

"Adrien," she whimpered.

"It's alright, Princess. It wasn't a real one, just a fake one."

"Why did she have to do that," she whined and buried her face into his chest.

"I don't know. But I am giving her a piece of my mind later."

"Unless Alya beats you to it," said Marinette with a chuckle.

"Yeah, emphasis on the beats," Adrien chuckled back. He pushed her head up and kissed her forehead. "Come on, lets get back to class ok? You want me to sit with you?"

Marinette nodded as Adrien lead her back into the classroom. They noticed that Chloe was back in her original seat and Nino occupied Marinette's seat next to Alya who kept giving Chloe a death glare. Adrien also sent a glare to Chloe as he took his spot with Marinette in Nino's. He wrapped his arm around her and pulled her close.

"How about some ice cream after school. My treat."

"Can I get triple chocolate?"

"I'd get you every flavor if it makes you feel better."

"Thanks, Kitty," she whispered leaning into him and he hugged her.