A sudden noise startles Marinette awake, every muscle clenched tight in shock and fear. She sits frozen, trying to figure out what it was that had just woken her. The sound comes again along with a grumpy moan.

She looks down to find Adrien's head in her lap, his entire body curled around her in the chair with his knees behind her back. When had she fallen asleep? How had they ended up sleeping like this? What is that horrible noise?

With another groan, Adrien's eyes slowly flutter open. Wow is he beautiful when he's sleepy. His hair falls into his now flushed face, eyes the most amazing shade of green. He is so pretty it takes her hearing the noise again to realize that he is in her lap. She freezes up again, waiting for his reaction before she does anything.

He blinks slowly a few times before turning his head and nuzzling her thigh. And then he shoots straight up and stares at her in what almost looks like fear. He quickly pulls out his phone and groans before answering and begins to pace.

"Hello Nathalie… yes, I… would you just… YES! I have an explanation! We were studying and I guess we fell asleep… no, there was no… yes ma'am… but… did you… why?... yes, I understand. I'll just collect my things before I… no you don't need to… it's not that far a walk… yes but… no I… yes ma'am. I'll be ready in fifteen minutes. Thank you Nathalie." He mumbles finally.

Marinette watches Adrien stare out the window in silence. She wants to say something but doesn't know what. He is obviously in trouble and she wants to help but doesn't know how to fix this.

"Adrien-"

"Thank you Marinette." His words send a flutter through her, hearing him say her name is always so nice. But he sounds so sad now.

"For what?"

"For putting up with me today and talking to me. I know it can be hard sometimes but I was hoping to get to know you better. You've been so kind to me today, thank you."

His voice is too polite, too fake. She closes the distance between them, turning him around into a hug. "Of course Adrien. It's no problem, I'll talk to you anytime. I'm sorry I got you in trouble, I'll explain it to your dad. I'll take full responsibility. It's my fault you-"

"No, it's not your fault." He pulls back to look down at her, hands still on her lower back to maintain the hug. "I agreed to stay and I fell asleep. You didn't do anything. I'll be fine, my father will be mad but it won't be too bad. He'll probably just give me a lecture and be done."

She looks up at him and tears fill her eyes. He's getting into trouble because she had asked him to stay. He is going to be punished for her selfishness. It's not fair.

He pulls her close again, resting his cheek on her hair. They stay like this for a while. She can feel the tension rolling off of him in waves; he obviously thinks it'll be worse than a lecture. All she can do now is hold him, trying to give him the comfort she knows he needs.

"Will you text me when you get home?" she mumbles into his shoulder, straining to hear his erratic heartbeat.

"I guess… why?"

"Just so that I know you made it home safe."

He pulls back again to look down at her, searching her eyes for something. A silent message passes between them, him asking why she cares so much and her telling him that he is important to her. That he is one of the most important people in her life.

Smiling a shy, tentative smile he says "Sure, if that's what you want. I doubt you'll still be awake then. It is really late."

"I'll still be up; I can only sleep once I'm sure all of my friends are home safe."

His phone beeps and he begins to gather his things. Making their way downstairs, she notices him looking around her home again. He seems to be taking everything in, like he's committing it to memory.

And next thing she knows he is waving from the car, showing her a final large, strained smile. He is definitely in big trouble.

Back in her room, Marinette begins to tidy up and tiptoes through the house to take the dishes to the kitchen as quietly as possible. The next few minutes are spent anxiously waiting for his text, cleaning and moving things back to their proper place in an attempt to distract herself. She knows that it's ridiculous to worry about him, it's only about a five minute drive. But a lot of stuff can happen in five minutes

Her body sags in relief when she hears the tinkling bells of her text message ringtone.

A – Hey, I finally made it home. Sorry if I woke you.

M – You didn't, I just finished cleaning up. Have you spoken to your dad yet?

A – No, my father isn't home right now. Seriously, who's still working at 2 am?

Marinette stares at her phone for a moment. What? Why is he saying it like that? It's only… "Oh my god! It's seriously 2 am?! I thought it was like, midnight!" she squeals, louder than she probably should have.

"What's going on down there?" Tikki flitters down from Marinette's bed, confused and still sleepy.

"Oh my god, its 2 am and he just left… Alya is gonna freak. Ohhhh, I can't deal with this right now. I'm way too tired." Tikki continues to stare at her charge in confusion but doesn't ask anything else, apparently too sleepy to think completely straight.

M – Will you talk to him tomorrow?

A – Yeah. I'm scheduled to see him at 7 before I leave for a photoshoot

"Scheduled…?"

M – Well, let me know what he says? I can totally explain it to him. I will if you don't mind. It was just a mistake; he shouldn't punish you for falling asleep… L

A – You are not taking the fall for me! It was my fault for not paying attention to the time. And yes, I'll let you know as soon as I leave his office

A – Thank you, for caring. It means a lot. Good night Mari, I'll talk to you in the morning.

M – Of course Adrien. Sweet dreamsJ

Quickly changing into her pajamas, Marinette scrambles into bed. Did all of that just happen? It's like a dream come true, minus him getting in trouble. He had talked to her, joked with her… slept with his head in her lap. Remembering it makes her head spin, it's just too good to be true. All good feeling aside, she is very worried about him.

With those jumbled emotions swirling in her head, she falls asleep again. She dreams of green eyes, blond hair, and beautiful white butterflies slowly smothering her.

Adrien wakes slowly the next morning, the dim light of an early fall morning filtering through his window. Memories from the night before slowly scroll across his consciousness. The four of them laughing and joking. Marinette getting more and more comfortable around him, her tinkling laughter filling his head. Again he can't help but think that she reminds him of someone.

He rolls over, rubbing his face into his pillow. He is so tired; it had taken him forever to fall back asleep once he had gotten home. A groggy memory surfaces, another time he had nuzzled a pillow in sleepiness. A pink denim pillow.

Shooting out of bed like a rocket, he begins to frantically pace. Had he actually done that? With his head in Marinette's lap? It had to be a dream, or maybe something his exhausted mind had conjured. It's true, he had woken up with his head on her thighs, but there was no way…

"Why on earth are you pacing at 6 o'clock in the morning? SOME people are still trying to sleep." Plagg complains from his customary spot on the pillow.

"I can't believe all that actually happened. I mean sure, everything before we fell asleep obviously happened. But… did I really do that to her thighs? I mean, if I did then it would have been overly intimate. My face would have right by her…" he chokes a bit at the idea and immediately shoves the thought aside, heart pounding and warmth spreading through his lower stomach and upper thighs.

"No! No no no no no no! I need to stop thinking like that. We're just friends! Anyway, I love Ladybug. It… It's just normal, right? I'm a normal 16 year old guy. She's a pretty girl. Had I been like that with Alya or Chloe I'd be thinking the same way… right?" he stands, staring off into space trying to remember why he had gotten up so early. Well, he's trying to try to remember. Mostly he's freaking out about the events from a couple hours ago.

"You have a meeting with your father at 7." Plagg reads Adrien's mind, his voice lifting the fog of thoughts in Adrien's head.

With a small yelp, Adrien runs for the bathroom. He needs a shower before meeting with his father; he has to leave for the photo shoot soon after they talk.

The hot water does little to help dispel his drifting mind. He keeps playing the night over and over until he finds himself in front of his father's study door at 6:59, waiting to enter at exactly 7.

He steps into his father's private office, closing the door behind him before silently walking to the center of the room. There he waits for what feels like forever, knowing that he will have to wait for his father to finish what he is doing before it will be okay to speak.

Adrien focuses on the curtains on the back wall as Gabriel sets his paperwork aside. He watches his father in his periphery, trying to see any kind of facial expression on his father's passive face. He has always been like this, cold and unforgiving.

"Come, sit."

Adrien flashes his eyes to his father. He can't even remember the last time he had been invited to sit in his father's office. Walking quickly to one of the chairs opposite his father, Adrien tries to decipher the look he had seen on Gabriel's face. Overall his face had been blank, but his eyes had been drawn back and his mouth was taught. His posture had been rigid, hands clasped on the desk. Angry, definitely angry.

"Do you know why you are here?"

"Yes, sir."

"Why?"

Adrien stared down at his hands, folded gracefully in his lap to keep from fidgeting under his father's scrutiny. "I stayed out too late last night. I should have been home at a respectable hour. I apologize." He grips his right hand hard enough to turn his knuckles white, covering them with his left. It is unwise to show weakness to his father.

"Do you have any idea what the media backlash could have been if this had gotten out?" his calm voice is laced with barely contained rage.

"Media backlash? I'm sorry, I don't understand."

"Of course you don't, you've never had to deal with it before because you've never been so stupid. Honestly Adrien, you were alone with a girl doing god knows what and didn't leave until well after midnight. Do you know what I've been thinking? What the press would have thought? How did this happen? WHAT happened?" Gabriel stands and begins to pace, voice and face still cold and bored.

"I… we-we were studying as a group, our teacher assigned groups to study in for the test on Friday. We went to her house to study and it took longer than expected. I didn't mean to fall asleep…"

"Your driver didn't see anyone else leave with you. If you were in a group, where were your classmates?"

"They-uh-they had left earlier in the night…" Adrien's voice sounds so small, he hates it. This isn't that bad but he can't stand to see his father angry at him.

"So it was just the two of you? Did you two…" the question hangs in the air, not needing to be finished. Adrien feels his face go red, knowing exactly what his father thinks happened.

"No! No, we are just friends."

Gabriel gives his son a skeptical look but nods; Adrien has never lied to him before. Gabriel sits down again, staring his son down while he thinks.

"You plan to meet again as a group, right? Tell your friends that you will study here, where Nathalie can keep an eye on you. Consider yourself on probation." With that Gabriel ends the conversation, waving his hand at the door before returning to his work.

Adrien walked mechanically toward the exit and turns to watch his father for a moment before leaving. That went… better than expected. There hadn't been any yelling or grounding or real punishment. He had definitely been mad but he wasn't lashing out. Maybe his anger was about something at work.

Running to his room, Adrien grabs his backpack and still sleeping Plagg. After stopping in the kitchen to grab a croissant and an apple, he makes his way to the car to head to the photo shoot.

A – Are you awake yet?

M – Yeah, I've been up for a while now… how'd it go with your dad?

A – Not too bad, my father was definitely angry but he didn't really punish me. Apparently I'm on 'probation' lol

M - How long was the lecture?

A – Well, it felt like I was in there for hours. I was in and out in about 5 minutes though. He didn't really say much, just asked some questions and sent me on my way

M – Will you be able to study with us today? The test is tomorrow, I'm not sure if we'll be able to do this without you…

A – Don't be like that; I know you can do this. And yeah, but if we do study as a group it has to be at my house. Sorry…

M – So… I get to see your home?

A – Of course, as long as you don't mind studying in my room

M – I get to see your room too?!

A – Yeah, where else would we study?

"Mr. Agreste, we're here. They're waiting for you by the fountain." His driver tells him as he turns the car off.

Marinette rushes to school, hoping to catch Adrien before the first bell rings. They had texted throughout the morning, in between takes and she had been disappointed to find out that his breakfast consisted of mostly an apple. In an attempt to rectify this, she packed some breakfast sandwiches and fruits along with a small package of camembert for him.

For some reason he always had cheese with him. She has seen him throwing away different packaging on multiple occasions but had never actually seen him eat any… that doesn't matter though, he must eat it when she's not looking.

"Adrien!" she yells to get his attention. He turns and gives her a radiant smile, waving as he walks to meet her halfway at the bottom of the steps. She nearly trips when she reaches him, only saving his hot chocolate because he catches her on her way down.

"Hey, careful! Don't wanna spill your drink."

"Oh-um-its n-not my drink. It's for you. S-so is this. Um, you-uh-didn't really eat breakfast so-uh-so I brought this for you. I didn't know w-what you'd want to eat so I-um- I brought a f-few things… for you…" she feels her cheeks burn. Why does she have to stutter so much?

"Really? Thank you! That's so sweet!"

She looks up to see his now genuine smile. He takes a half step away and gently pulls the brown paper bag from her grasp to look inside, grinning ear to ear. He pulls out one of the five sandwiches, to which he laughs, and unwraps to take a bite.

"This is delicious! Is that… what is this?"

"Ummm… it might be rhubarb… I could really only tell if I tasted it." She tries to help but all of the croissants look the same.

"Here, don't let me hog it all. Take a bite. Have you eaten breakfast yet? I don't know if I can eat all this." He hands her the pastry before reaching back into the bag to pull out another.

She takes a bite and feels her face pinch. Definitely rhubarb, she never has been a big fan of particular type of sour flavor. "It's rhubarb. And –uh, no… I forgot to eat."

He blinks at her and lets out a joyous laugh. "Don't like it?"

She shakes her head as he hands her the pastry from the bag. "I prefer sweeter treats, like strawberry and blackberry. Not a big fan of sour stuff."

He nods as he inhales the pastry she had practically thrown back at him. Taking a bite of the one he had given her, raspberry, she watches him eat her parents food. He makes all kinds of funny faces when he eats something he enjoys. His small smile widens in delight at the flavor, making it hard to chew politely. His eyes scrunch at the corner, blinking slowly as he savors each bite. He even makes little humming noises when he bites into the chocolate one.

"These are delicious! Can I give the recipes to my chef at home? I'd try to make them myself but I'm not a very good cook… Is that a package of cheese?" he holds up the small wheel of cheese she had thrown in on a whim, eyebrows raised in confusion.

"I know it's not a traditional breakfast food but… well, I always see you throwing away cheese packages so I figured you must like cheese. I thought that if you didn't like the croissants than you would at least eat your favorite cheese. At least, I figure it's your favorite…" does he think it's weird that she knows so much about his massive cheese stash that he seems to go through every day?

"Oh… uh, yeah! I love cheese, can't get enough… of the uh… stuff… thank you, I didn't know that anyone had noticed. I'll save it for later; I'm a bit full from the other stuff you brought me."

She tries to hide her blush behind the cup, taking a dainty sip of the rich hot chocolate.

"Ummm… I thought that was for me." He points at the cup, which is in fact for him. Blushing even harder, she quickly hands the cup over. "Sorry, I kind of forgot. I got distracted by all of that talk about pastries and your mouth." Wait, what? "I mean, there's a crumb on it! Not that I was distracted by it in general. That would be weird and if there's anything I'm not its weird!"

He laughs and leans down, silent signaling her to wipe away the crumb since his hands are full. Her heart is pounding in her ears as she reaches up to gently brush away the pastry remains on his lower lip. Their eyes meet and he gives her a dazzling smile.

Girl down, girl DOWN! She feels her knees buckle and down she goes, almost fainting. He catches her around the waist and pulls her tight against himself as he corrects their balance.

"Are you okay?! Does your head hurt? You're not sick are you? I saw that your cheeks are red but I thought it was just the cold." He looks down at her with concern in his eyes as the bell rings to tell them to get to class.

"I-I'm-I'm fine. My-uh-my knee just decided to stop-uh-working… I'm not sick, just-just clumsy." She beams up at him, trying to get the worried look off his face.

"Alright, if you're sure… let me help you to class then. We can head to the nurse at lunch." He switches his hold on her so that he only has one arm around her middle and starts to slowly walk her to class, not willing to take no for an answer.

Navigating the stairs will be difficult since her knees are still refusing to work properly, so he hands her his cup and sweeps her up in his arms, carrying her princess style up the stairs and into the classroom. He moves like she weighs nothing at all, she can feel the surprisingly strong muscles in his arms and chest move to keep her up. He sets her in her seat seconds before the final bells rings.

"Mr. Agreste, if I may, why were you carrying Ms. Dupain-Cheng?"

Marinette feels her body freeze up as the entire class turns to look at the two of them. Had her knees not betrayed her moments earlier, she would have had the inclination to run back home and stay there.

"Marinette was having trouble walking and the stairs seemed to be impossible for her to take so I figured I would just skip the middle man and carried her up. I'm sorry if I caused any concern." She watches him rub the back of his neck as he explains, turning to wink at her before returning his attention to the front.

She can practically feel Alya's mouth hanging open, though she is unwilling to turn and see it for sure. A murmur spreads through the classroom and Marinette sees Chloe shooting her dirty looks from across the room.

"Yes well, try not to make a habit of carrying classmates around. There's enough tomfoolery in this school as it is. Marinette, are you feeling okay dear?"

"Yes ma'am. My knees just don't seem to feel right. I'll be fine." She smiles reassuringly at her teacher.

The rest of the day passes slowly, she's too excited to visit Adrien's home and can't concentrate on anything else. She's sitting at her desk when the bell rings for lunch, too deep in a daydream to realize that everyone is leaving the room. When she finally comes to, she looks up to find a pair of spring green eyes gazing down at her.

"Can you stand now or do you need to see the nurse?"

"Uh… I can probably stand now. I'm willing to try anyway." She says breathlessly, watching as he smiles down at her and holds a hand out for her to take.

She takes his lead, hand shaking slightly, and stands with a bit of his help. She finds herself standing very close to him, chests almost touching. She looks up at him, realizing just how much taller he is than her. Her eyes would be level with his chin, though now he is looking down at her with an odd expression.

"What's wrong?"

"What? Nothing's wrong."

"Adrien, you've got a weird look on your face. What's wrong?"

"I… I was just remembering last night…" his cheeks turn pink and he takes a step back, looking down at her hand in his.

"Did your dad get mad? I know you said he didn't but…"

"No, I was thinking about when I was still at your house… I… I wanted to apologize for-for how I acted when I woke up. It was inappropriate."

"What are you talking about? I don't remember you doing anything inap-"

"But I did! I kind of… nuzzled your thigh… a bit…" he murmurs as he turns bright red and squeezes his eyes shut.

She feels her knees give out again. He did have his head in her lap but she doesn't remember that! How had she missed him doing that? No, she knows how. She didn't miss it, she just wrote it off as fantasy. Because that's not something that would happen in reality. Right? Wrong, apparently.

"Marinette? Are you okay?" his concerned voice calls to her through the storm of her thoughts.

"I-I'm fine. Just feeling a bit faint. Ummm… did that really happen? I don't remember anything like that."

"You… you don't? But I thought… maybe it was a dream."

She looks up at him, watching his eyes flicker and his hands wring as he tries to sort out his foggy memories from the night before. After a moment he sighs and looks at his hands. "I'm sorry if I've made you uncomfortable. Ummm… back to the matter at hand. Can you stand? I know you fell a second ago but I'm not sure if it was because of what I said or not…" he refuses to look at her, but holds out his hand all the same.

"I'm not sure either… I'll be fine, go eat lunch."

"Not until I'm sure you're okay. Come on; let's make our way downstairs together. That way we both win." He says as he catches her hand and pulls her to her feet.

Unfortunately, her knees once again refuse to stay under her. She stumbles forward into him, unable to stifle her yelp of surprise at the sudden close proximity. Before she can react further, he wraps an arm around her back and another behind her knees and whisks her off of her feet.

"Come along princess, we're off to the nurse. You need to get looked at before you get hurt." He smiles down at her, obviously trying to dispel the seriousness in the air between them. Grabbing her purse, he carries her off to see the nurse, despite her many protests.

"Put me down!"

"Only after you open the door." He gives her a stern look.

"I don't need to see the nurse! Put me down and I'll prove it. I'm sure I can walk on my own just fine." She lies.

"Marinette, just knock on the door. All you're doing right now is wasting time; I'm not putting you down until the nurse is ready to see you. Now, are you going to cooperate or do I have to do everything myself?"

The door swings open; a confused woman stands in the doorway and says "Mr. Agreste? Why are you holding Ms. Dupain-Cheng like that?"

Adrien beams at the nurse, "Marinette is having trouble standing so I brought her down to get checked out. May we come in?"

The nurse turns her attention to Marinette, silently asking if she does indeed need help. With a deep sigh, Marinette nods and the older woman motions them in behind her.

"You can put me down now." Marinette growls at the blond boy.

"Of course. I'll be just outside the door if you need me."

Once he is out of the room she feels herself relax. The nurse closes the door behind him before returning to the bed where Marinette is practically melting in relief.

"So, you're having trouble standing?"

"No. Well… yes, but I know the reason why."

"Is the reason currently sitting outside in the hall?"

"Would it make me seem pathetic to say yes?"

The woman laughs, patting Marinette on the back good naturedly. Shaking her head, she says "No, sweety, it makes you human. Honestly, if I had a man like that following me around like a lost puppy I'd probably be a puddle on the floor. Now, the question is, how do you want to play this off?"

Marinette ponders this for a moment. "Umm, I could say I'm tired. Exhaustion can make you weak, right?" he's not following her around like a lost puppy, is he? No, he's just being nice. Anyone would do this if they could. He's just being nice.

"I suppose we could say that… alright, I'll prescribe you some coffee and lunch and you can be on your way. Do you think you'll be able to walk on your own now?"

"Maybe, let me try." Marinette slides to the floor, testing her shaky legs. After a few rounds of the room she gets the thumbs up from the nurse, letting her know that she looks to be in full working order. Honestly, how does he make her knees so weak? All he has to do is look at her the right way and she's falling over. God forbid he ever try to flirt with her, she'd be a puddle on the floor.

"I think you're good to go, just get some food and coffee in you. Let me know if this happens again." The nurse says a bit too loud as she opens the door, winking at Marinette as she ushers her out of the room.

Adrien jumps up as she comes out, stepping toward her with a hand out but never reaching far enough to touch her. "What did she say? Is everything alright?"

"Everything's fine, I'm just a bit sleep deprived. Nothing to worry over. She just wants me to drink some coffee and eat something." She smiles at him as she slides past him, fully intending to actually get some coffee. After all, she did stay up late the night before.

"Cool, let's go get some lunch then." He beams as he skips to her side. He looks so happy she just can't say no. Nodding along, they walk out of the school together, ignoring the stares of their classmates.

As they make their way to the local café, she does a mental check of the money she has on her. Probably enough for a small coffee and a sandwich. Not enough to fill her but enough to tide her over until she gets home after school.

"Hello. I'll have a large coffee and… the soup special of the day. What do you want Marinette?" he turns to her with a polite smile.

"Umm, a small coffee and that sandwich." She points to the half ham and cheese under the glass.

"Mari, that's not enough to fill you up."

"It's kind of all I can afford right now…" she feels her face get hot again.

"Umm, I'm paying sooo…"

She looks up in surprise. "I can't let you do that!"

"I'm not giving you a choice." He turns to the cashier. "She'll have what I'm having, but make her coffee a café mocha." He says and holds out a card before even hearing a total.

"You can't pay for me! At least let me pay you back."

Shaking his head, he accepts the coffees and his card with a quiet thank you and walks to a vacant table. "Look, don't worry about it. It was just lunch, it's not like it cost me a fortune. Think of it as a gift, from one friend to another."

Sinking into the seat opposite him, she looks up at him through her lashes. "Thank you." She feels awkward, he is just too nice. She feels like she is taking advantage of him.

He coughs a bit and looks away. "It-it's nothing."

She watches his cheeks turn pink and wonders if he is feeling okay. He had been acting weird for the past day or so, maybe he's getting sick.

A call comes from the counter and Adrien jumps up to get their food. "This smells delicious! A good choice if I do say so myself."

Sipping her coffee, she asks "How did you know that I don't drink normal coffee?" she watches his hands hesitate while passing her food to her.

"Well… you and Alya always bring three cups and mix them together in the morning. I know that she brings coffee, so I figured… what else do you mix with coffee other than hot chocolate?"

"Hmmm… I had no idea you were so observant."

"Yeah, it's kind of a new thing. To be honest, I've wanted to talk to you for a while now. You're always so uncomfortable around me though… I want to be your friend, but that's hard when you run away so often. I was trying to find some way to talk to you when we got grouped together to study. I guess I got lucky." He smiles down at his soup, seemingly unwilling to look at her.

"You don't make me uncomfortable, just nervous. I mean, you're Adrien Agreste! You're famous and smart and beautiful and just so amazing, it's kind of intimidating. I've wanted to be friends for a while too but I get nervous around you… I like you and I guess it makes me clumsy." She confesses.

"But why do you only get like that around me? You seem to like everyone, what's different about me?" he asks in an almost pleading tone.

He seriously doesn't get that she just confessed her feelings for him? For an observant guy he's pretty blind. Shaking her head, she watches him as she thinks. There is no way she's saying it again.

"I guess I'll have to work on that. Maybe being together like this will help me get over this." She gestures between them, talking about her crush while knowing he would assume she meant the nervousness.

Silence falls between them as they eat and she obsesses over her feelings of guilt for letting him pay. Maybe she can make him something to repay this debt. She grins, wiggling in her seat at the thought of making him something that he can wear around people. Something that people will ask about and he will tell them proudly that she made it. Ideas flood her mind as she begins to plan out what she wants to make him.

"What are you so excited about?"

"Oh, nothing. Just thought of a new project I'm going to start soon…" a nice scarf set. The weather is turning cold and he never seems to have any adequate winter gear so she decides to make him a scarf with matching hat and gloves.

"Project? What are you going to make?"

"Ahhhh… a gift for a friend of mine. You'll see."

Sipping her coffee, she studies him. What color would fit him best? Black, she decides, black with green accents. The black will compliment anything he wears and the green will match his eyes and make everything pop.

"Come on, now I'm curious. Who's it for?"

"I'm not telling! If I tell you it'll make it back to him and then it won't be a surprise anymore."

After repeated attempts to get it out of her he gives up, sighing heavily when he realizes that she has no intention of telling him anything.

Marinette slowly steers the conversation to the weather, wanting to find out what fabrics and styles he prefers. As it turns out, they both love fall, though Marinette has had some issues of late with the cold. Turns out ladybugs don't like winter much and the traits are being passed to her through Tikki.

As they talk Marinette asks innocent questions about his preferences with winter gear. He answers all of her questions with raised eyebrows but doesn't question her. He probably just thinks that it's her inner fashion designer coming out. Which she supposes it is, though she isn't just asking to ask. She's going to use all the information he gave her to make him the perfect scarf set.

Before they know it, they've talked through their lunch hour and have to rush back to school to keep from being late to class. She has what she needs and as soon as she gets to her seat she begins to sketch out her plans for his gift, making notes about length and material. It's going to be beautiful.

Adrien makes his way to his room after school, excited for the arrival of his friends in just under an hour. He rushes around his room, cleaning and adjusting things around the room and making sure everything is presentable.

A quiet knock comes from his door, someone must be early. Rushing to open it, he finds himself face-to-face with his father. "Oh, father. What can I help you with?"

"I received a call from your school today. Apparently you caused a scene in class. A scene that upset a few of your classmates, care to explain yourself?" Gabriel asks coldly, his smooth tone laced with malice.

"Yes sir. A friend of mine was hurt so I helped… them… to class. I did not intend to cause a scene." Adrien chooses his words carefully, knowing his father is angry. He only ever talks to Adrien directly now when he's angry.

"I see. Does this friend happen to Ms. Dupain-Cheng?" Gabriel asks as he steps toward his son, forcing him back into the room and closing the door behind them.

"Ye-yes sir. It was…" Adrien shrinks into himself, fear filling his chest. His father is very intimidating up close like this.

"Is something going on between the two of you?"

"No sir, we are only friends."

"DON'T lie to me! Your actions betray you." His father yells, raising a fist and speaking through clenched teeth.

Adrien flinches away, as if his father had finished the strike. He had never been physically abusive, but looking back now Adrien has to admit that it wouldn't be a stretch for his father. He has always been a cold man.

Before either of them can speak again, Nathalie's voice blares from the intercom on the wall "your friends are at the gate Adrien."

Gabriel lowers his hand and takes a deep breath before pressing the button on the box "thank you Nathalie." His voice bored and emotionless again, he says "we will talk about this later."

As fast as he arrived, Gabriel is gone again.

Adrien takes a shaky breath and slides down the wall as his knees give out. "I thought he was gonna…" unable to finish his thought, he feels his kwami squirm out of his pocket.

"Adrien… are you okay?" Plagg asks, his large green eyes shining up at Adrien.

"Plagg, I thought he… I never thought he could… why am I shaking so much?"

Plagg flies up to rub their cheeks together. "It's because you're afraid. Your father is kind of scary."

"Why would I be scared? I've been hit plenty of times as chat noir."

"It's different when you're Adrien, especially when it's someone you're close to. I'm sorry." He curls up against Adrien's neck and begins to purr, doing his best to comfort his chosen.

"But…"

A knock at his door interrupts him. A second later Nino sticks his head in the room, eyes finally finding his best friend on the floor against the nearby wall.

"Dude, are you okay?" he comes to kneel by Adrien.

"I'm fine; my dad just came in to talk to me a minute ago. He heard about me helping Marinette today and didn't like it, he's a bit upset."

"What did he do?" Nino asks, his face turning dark as he studies his obviously upset friend.

"He yelled at me… nothing too bad. Um, are the girls here yet? He stands up, feeling Plagg climb down his back to keep from being seen.

"Alya texted me a few minutes ago, they should be here any time now." Nino still looks concerned but refrains from asking further questions.

"Uh, make yourself comfortable. I'll put on some music." Anything to fill the silence between them. He moves around his room, shifting things around and acting busy to give himself time to get control of his swirling emotions.

"Knock knock! The party is here." Alya calls from the open door. "You have a crazy big house! Even your room is huge. Oh my god, is that a TV? Marinette, look at how big his TV is! That thing is bigger than me!" she pulls her best friend into the room behind her.

"Wow… everything is so big." Marinette looks around his room, eyes sliding across everything until they finally settle on him. He smiles at her as she grins shyly back, pink rising in her cheeks.

Seeing she helps him pull himself together, it's bad enough that Nino saw him falling to pieces. No way is he going to make her worry too.

"Let's do this! Imam just claim the rest of this couch." Alya smirks at Nino as she drops her stuff on the couch and sits beside him, effectively forcing Marinette to sit by Adrien.

"Can I get you anything? Snacks, drinks?" Adrien jumps to grab a water from the mini fridge by his desk. "I've got water, Gatorade, and protein shakes."

"Gatorade." Alya and Nino say in unison, smiling at each other.

"Um, water please." Marinette requests quietly.

Grabbing their drinks, Adrien swiftly takes Plagg from his shirt and drops him in the drawer of cheese hidden in the bottom of the fridge. Losing the stockpile of cheese is a small price to pay to keep the ancient, cheese obsessed god quiet.

Plagg has been very vocal about his feeling for Marinette of late. She had been thoughtful to bring him cheese, although unknowingly, and had won his affection ever since. He had stated squirming and mewing softly the moment she had walked in, he maintains the idea that Adrien likes her as more than a friend.

The small cat snickers, knowing what Adrien is thinking. He gives a small wave and Cheshire grin as Adrien closes the door. Sighing to himself, Adrien makes his way back over to his friends and takes a seat by Marinette.

"Uhhh… let's get to work. We-we have a lot of stuff to cover before the-uh-test tomorrow." Marinette says, looking at each of them before turning to pull her notes out and get set up.

The night goes on much like the one before, some joking and talking distracting them from studying. Marinette keeps having to bring them back to the matter at hand.

At 6 o'clock on the dot a knock comes from the door seconds before a chef wheels in a tray full of dishes. Quickly unloading their dinner, the chef quietly arranges condiments and a small ice bucket at the very end of the coffee table.

"Thank you" Marinette says with a quiet smile directed at the man.

"Oh! You're very welcome my dear." He replies, clearly surprised to receive the sentiment. Perhaps Adrien should show his appreciation to the staff more often. The chef looks so happy after a simple thank you.

"Please enjoy." The man smiles as he makes his way out of the room.

Adrien watches Marinette carefully lift the lid off of the closest tray, revealing four hamburgers. How can she be so kind and yet so shy? Maybe she is really only shy with him, a strange and puzzling thought.

"Ooh, hamburgers! What's in the other one? I hope its fries! Or onion rings." Alya bounces to the end of the couch, shoving her stuff out of the way. Lifting the lid to reveal French fries, she squirms happily in place before popping a fry in her mouth.

"How about we watch a movie while we eat? I'd rather not risk dropping food on my notes." Adrien suggests as he stands, looking for the remote.

"Sounds good man! Alya, help me pick out a movie." Nino grabs the girl's hand, dragging her off to the expansive DVD selection on the wall across the room.

"Mari, do you mind getting up for a second? I'm gonna move the couch a bit so that we can all so."

She jumps up, throwing a fry in her mouth as she steps out of the way. It's still a bit awkward between them, he thought he had made progress with her earlier but she is still stammering and unwilling to look at him. Well, he can't really expect to fix it in only a day.

Turning the couch as much as he can in the limited space, Adrien shifts everything around so that both couches touch and face the TV. Though the couch he and Marinette claimed is facing it at an odd angle.

Alya and Nino skip back over, handing Adrien a copy of Shrek 2. One of his personal favorites. "You guys get comfortable and ill pop it in."

Marinette excuses herself to the bathroom as his two other friends get comfortable. Making himself a plate, Adrien sits by the arm of the couch and cues up the movie.

Closing the door behind her and turning off the lights, Marinette quickly makes herself a plate and sits by Adrien. However, once the movie starts she scoots closer to him. He decided after a moment that she can't see properly, the angle must be too much for her.

Having already inhaled his food, he puts his plate down and throws his arm across the back of the couch to be out of her way. "Hey Marinette! Scoot closer, so that you can see." He whispers to her, waving her over with his free hand.

After a moment's thought, she slowly scoots closer to him. She stops just before their thighs touch and gives him a shy smile. They both ignore the snickers coming from the other couch, focusing instead on the movie. Well, she does anyway. Adrien is only half watching; most of his attention is focused on the heat of her thigh seeping into his.

It takes all he has to keep from touching her, even though he can't for the life of him figure out why he has the inclination. Maybe it's just he's chat coming out; cats crave attention from people… don't they?

As the movie progresses, he finds himself focusing on the thin ribbons holding her hair up. He slowly begins to pull one, trying not to let her know what he's doing.

To distract her from the slow loss of her ribbons, he begins to quote puss in boots. He knows all of his lines by heart, he is Adrien favorite character.

Every once in a while she will glance at him, to which he responds by leaning closer to her and whispering quotes at her with a perfect accent.

By the end of the movie she is relaxed against him, leaning into his side and constantly pushing her hair behind her ear. He holds both of her ribbon in his palm, successful in his attempts to steal the only things keeping her hair in place.

Jumping up to turn on the lights, he laughs to himself as Marinette looks around to try to find her hair ties. He smirks down at the stolen ribbons, tucking them safely in his pocket. He plans to give them back tomorrow. Well, maybe Monday.

"You look good with your hair down." He tells her as he leans across the back of the couch over her as she digs between the couch cushions to find her lost ribbons.

She slowly looks up at him, their noses almost touching. Rolling to the side to lay under him, having apparently given up the search, she turns an attractive shade of red. "Do you think so?" she catches a strand of long black hair, twirling it around her finger.

"You should wear it down more often." He murmurs as he leans down toward her. Something about her like this is irresistible, laying under him with her dark hair down and pink cheeks.

"You know there are other people in the room… right?"

Alya's voice shocks him out of his hazy thoughts. He j8umps away from the couch, realizing what he had been about to do. He really needs to get a hold of himself. Why is he acting like this so much lately? It's not like he likes Marinette like that. She just makes him forget for a while what his life is like, being around her makes it feel like all the other stuff doesn't matter as much. She makes him feel better.

Earlier, her arrival made him forget the fear left behind after all that stuff that happened with his father. She makes it easier to handle being this version of himself. Do all friends do that?

"Ummm… anyway, wanna start studying again?" Nino asks no one in particular.

The awkwardness slowly leaves the room as they go back to studying, though Marinette starts stuttering again whenever he catches her eye. He messed up and made her feel uncomfortable. Again.

At ten till 10 precisely, Nathalie's voice rings across the room. "Adrien, your father has asked me to remind you that the car will be ready at 10 o'clock to take your friends home.

Looking at his phone, Nino sighs. "I guess we should pack up."

Everyone nods along as they begin cleaning up. Papers shuffle and plates clink as they are stacked; soon everyone is ready to go.

"Well, I'll see you tomorrow." Alya mutters on her way out the door.

Nino waves goodbye and leaves Adrien and Marinette alone.

"Ummm… I guess I-I'll see you in the morning." She says, looking anywhere but at him. She quickly wraps her arms around him before stepping away. "Good night." She smiles at him before slipping from the room.

He watches his friends pile into the car from his window as Plagg floats up to rest on his shoulder. "You smell like embarrassment and vanilla. What did you do?'

"Something stupid." He replies, looking down at the ribbons in his hand. "I'm in trouble Plagg."

"That's an understatement. What in particular are you talking about though? This list is getting pretty long."

"I keep getting… distracted by her. I can't figure out why."

"You like her. And why wouldn't you? She's amazing."

"Shut up, you just like her because she brought you cheese."

"So?"

"I love ladybug! And I like Marinette as a friend… if I can't control myself better people will think I have feeling feelings for her. I don't want to cause her trouble."

"Then maybe you should stay away from her."

"Yeah… I can do that… ill distance myself." He says, mostly to himself, as he lays down on his bed. Plagg floats away to turn off the lights as Adrien plays with the ribbons, lost in thought. "I just have to stay away."