So this is my first ever FanFiction so please read and I hope you like it

A couple things first if something is italics that means it's a flash back and if it is inside of that means it is internal monolog so hopefully that will clear up any confusion you may have had.

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Ladybug was leaning back against the top of the Eiffel Tower. She felt bad about what had happened earlier in the night. She just kept replaying the scene in her head and the hurt in his cat eyes. She had tears in her eyes from the pain she caused him.

"I'm sorry Chat. I can't return your feelings. If you knew who I was under the mask you would be disappointed. " As soon as those words left her lips she regretted it. She'd never seen that hurt in his eyes before. His shoulders slumped "I need to get going. See you around ladybug." As he turned Ladybug saw a tear fall down his cheek. He jumped of the over the railing and was gone.

"Wait, Chat Noir!" but, it was too late. As she got to the balcony and looked down she saw him spinning his baton over his head to slow his descent. She watched him land and then run full speed away from the Eiffel Tower, Away from her.

"Tikki." Ladybug said through her tears. "Spots off." this was accompanied by the familiar pink flash as she changed from Ladybug to Marinette. "Oh Marinette." The little Kwami hugged her tight.

"I don't know what to do, Tikki." She cried. "I hurt him so bad." She said through her body raking sobs. "Why does it hurt this bad." Tikki looked at her. She felt for her Miraculous Holder. She could feel all the pain from her connection to Marinette like shards of Glass physically piercing her body.

"I feel like my own heart is shattered, I don't love him, so why does it hurt so much?" she sobbed.

Tikki looked at her and with both love and mercy in her eyes. "Marinette, I think the reason that your hurting like this is because, you do love Chat Noir."

Marinette jerked away from Tikki like she had been burned. "No, I love Adrien!" she was shocked that Tikki would say something like that when she knows how long she has been in love with Adrien. "I care for Chat Noir as my partner, my comrade in arms and my friend, but, I don't love, love him."

The Kwami sighed. She realized that Marinette was not ready for this revelation. She would have to wait until Marinette discovered this for herself she just wished that there was something that she could do to help her right now. "Come on, Marinette lets go home and get something Sweet from your parents bakery."

Marinette knew that her friend was trying to cheer her up so she gave her as much of a smile as she could through her tears. "Ok, Tikki" she took a deep breath. "Spots on" she swung her yo-yo and wrapped it around the railing and repelled down the Eiffel Tower. She then took off running from the Eiffel Tower and the now horrible Memories that it reminded her of. She headed straight for her parents bakery. Swung up to her roof and turned to look back at the Eiffel Tower and saw the sun disappear behind it and she couldn't help but feel that this was an omen of her friendship with Chat Noir. A single tear escaped from her eye as she opened the trap door and climbed down into her room.

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Adrien finally had gotten control of his emotions. He just sat in his room in the dark trying to figure out what he did wrong and why she couldn't love him back they had fought together, side by side for over four years. They knew each other's minds and abilities to the point that it was second nature. They could work in concert without even talking. This was one of the reasons that he felt he could confess his love for her and that she would confess hers for him, but it didn't happen like that.

"I just wanted her to know how I felt about her." Adrien stated.

"Well you've done that idiot, now what." Quipped his Kwami that he couldn't see but, could hear as the creature gobbling down his Camembert cheese. "You're not helping Plagg" Adrien shouted as he threw a pillow in the direction of the sound. He heard a satisfactory "Umph" as the pillow struck the sarcastic cat.

That made him smile for a split second but, the satisfaction was soon gone.

"Ow, that was uncalled for." His Kwami Hissed. "I was only telling the truth."

"How is me baring my feeling to the woman I love being an idiot?" he couldn't understand what his Kwami was trying to say. "Tell me how I'm being and idiot so that I can fix this." He hoped that he could somehow get back to where he didn't feel like he was going to shatter into a million pieces.

He still couldn't see Plagg since he only had night vision when he was Chat Noir, so he missed the exasperated look on the Kwami's face. "Did you not hear what she told you when you confessed your love to her?"

"Yes, she said that she could not return my feelings." Adrien answered.

"See that right there is why you're being an idiot." His kwami said with a disapproving look. "After, she said that she could not return your feelings. She said. 'If you knew who I was under the mask you would be disappointed.'" He paused. "That tells me, that she doesn't think much of herself outside the mask, and that she is afraid that she will lose anyone who found out she was Ladybug."

Adrien felt like he had been slapped. He went back to the painful memories from a few hours ago. He realized that Plagg was right. He was so focused on his own pain that he missed the pain flashing in her eyes when she talked about herself. He felt so stupid. "I. Am. An. Idiot." He looked up at Plagg who was giving him a 'duh' stare.

"How do I show her that she is amazing inside and outside of the mask?" he asked hoping that since his Kwami was being a sage like that maybe he would know how to help both of them. While he was feeling better he was still aching and he hoped that this would help that ache go away.

An Idea went off in Plagg's head. He turned around so that Adrien wouldn't see him thinking. He remembered all the times that he had felt Ladybug's Kwami Tikki close by to Adrian when he was in class. As well as those times that he saved that girl from his class What was her name? Marie? Mary? … Marinette that was It. he turned back around and gave Adrien and Apathetic look. "How should I know I'm not a woman?" he said with feeling.

"Then what do I do I don't have any friends that are girls, and the only advise my friend Nino give me is to take her to a hopping club with a good beat and wow her?" he ground his teeth in frustration.

Plagg offered "What about that girl from class that you have saved a few times she seems nice and run into on your patrol when she was out on her roof enjoying the night? She is always giving her friends encouragement and advice." He managed to keep any emotion from his voice.

"I can't talk to Marinette about this she is always so awkward around me. If I did ask for her advice I think I might hurt any progress I have made as a friend with her. The only time that she can talk to me normally is when there is when other people around." He sighed "I don't want everyone knowing that I'm having this issue and I don't want to accidently out myself." He flopped back on his bed.

Plagg played his trump card "she didn't seem to have any trouble talking to you when you're Chat Noir" this time Plagg couldn't keep the smile from his face.

Adrien's thought ground to a halt at Plagg's suggestion. He thought to himself Marinette was always open with him whenever I was around like she wasn't afraid to speak her mind with him just like my lady. He realized that Plagg was right. He could talk to her and hopefully she could give him some good advice.

"Plagg, you are a genius." Adrien shouted. He jumped up and off his bed. A split second later he was at the window. "Plagg, Claws out."

In the distance there was a faint purple glow that was heading straight towards Adrien's home. Adrien had no idea how close he had been to becoming Akumitized. Had Plagg not brought him out of his brooding he would have become an Akuma to be reckoned with. However the Akuma senses another sold that is giving off intense negative energy began to head off into the direction of the Tom & Sabine Boulangerie Patisserie.

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Chat Noir arrived at the rooftop across from Marinette's home. He saw the light in her room she was laying on her bed facing the wall. She is already in bed. I shouldn't bother her just because I'm having a bad day. But, for some reason he couldn't bring himself to leave just yet. It was still relatively early it wasn't even 10 p.m. yet and he knows that she has stayed up late studying. I'll talk to her tomorrow night. Maybe, sleeping on this will help tomorrow. he turned around to leave and caught a purple glow out of the corner of his eye.

He focused on the Akuma and sees that it is heading straight for Marinette. He looked back to marinette and realized that he can see that she is not sleeping that it looks like from this direction that she may be crying.

Chat sprang into action running across the roof and jumping off the edge. He lands onto Marinette's roof and unsure what to do because only ladybug is able to purify them. He sees a glass of water and an empty plate that were sitting on a small table. He grabbed the glass and threw out the water and grabbed the empty plate. He flipped through the air and caught the Akuma between the plate and glass.

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Marinette was lying on her bed crying herself sick. Why did I have to reject him like that? Why couldn't I have thought of something to say to him that wouldn't have hurt him like that? Why…? her mental flogging was interrupted by a thump on her roof.

She got up and climbed the steps to her roof and opened the trap door. She saw a back of a dark clad figure crouched on her roof. She was so surprised she let out a gasp.

Chat heard a gasp come from behind him. He turned and saw Marinette's surprised face watching him through red puffy eyes. He quickly hid the Akuma behind his back as he turned around. "Pr-princess wh-what are you doing here?" he stuttered "you should be sleeping you have school tomorrow."

Marinette is stunned speechless that Chat was there let alone that he was asking her why she was there. She sighed and said "what am I doing here? I should be asking you what you're doing on my roof." Now that she was not so stunned she realized that he had something behind his back. "What are you hiding behind your back?" she climbed the rest of the way onto the roof. She began walking slowly towards him. That is until she slipped on the water that Chat has spilled earlier.

Chat reacted on instinct let go of the glass and plate and grabbed her before her hit the roof. He pulled her protectively to his chest. He was thankfully able to use his tail to catch and balance the glass and plate before it could hit the ground and let the Akuma escape.

Marinette was so surprised to be pulled into Chat Noir's protective embrace that it knocked the air from her lungs. Even though she knew the way Chat was holding her was because she had fallen but, after the night she had she just wanted to pretend that it was for comfort and closed her eyes.

"Are you alright Purr-incess?" Chat asked as he looked down and saw that her eyes were closed. She sighed and backed up from his embrace and sighed. She felt the loss of his warmth immediately. She realized that she wanted him to continue to hold her. Her face began to heat up and she knew she was blushing. Marinette looked around for something to distract herself her from that fact that she wanted to be held by Chat Noir the flirtatious Alley cat.

She looked behind Chat Noir and finally saw the Akuma being trapped under her now empty glass of water and empty cookie plate. For the second time on the roof she felt her breath knocked from her. Oh my god, Was it after me? Did Chat Save me from becoming Akumitized.

When she was able to finally intake some air she tried to ask "W-W-Was th-that a-a-after me-e?" Chat looked behind himself and saw the Akuma in the makeshift prison. he looked back at her. She had yet to pull her eyes from the Akuma. "Hey, Purr-incess." He said to get her attention. "How about we go inside and find a safer way to hold this little guy until Ladybug can purify it. Marinette could only nod as she led the way back into her home.

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Marinette started down the steps into her room and made eye contact with one of her many pictures of Adrien Agreste. She blushed crimson. She turned around to stop Chat Noir from following her. "C-can you give me a m-minutes to clean up." She stuttered. "I-I wasn't exp-pecting company." Without waiting for an answer she closed the trap door on Chat.

She looked around at all the pictures of Adrien. She started running around pulling them off the wall. Marinette quickly glanced at her desk where Tikki was sitting. She made a shooing motion at her and whispered "hide." She finished getting rid of all the embarrassing evidence of her crush on Adrien, once she satisfied with her work she went back to the trap door and let Chat Noir into her room.

She felt sick when she saw the glass holding the Akuma. She couldn't seem to look away from the thing. Chat notice that she was fixated on the Akuma in his hand. "Hey, Marinette do you have like a Mason Jar with a screw top lid or something that way we don't have to worry about it flying away?"

Marinette turned around and left her room. While she was gone Chat took this time to look around her room. The first thought that came to his mind was Its very pink. but that was something that he already knew about the owner of this room. He also noticed that it looked like several posters or pictures had been removed from the wall. He was taking in the rest of her room when she walked back in to the room with a Mason jar.

He looked at and said. "Ok, get ready." He said as he prepared to remove the glass. "And, now." He removed the glass and Marinette brought the Jar and Lid together. She screwed the lid on as quickly as she could. Then she couldn't get it far enough away from her she practically threw the jar at Chat. Marinette backed up from Chat and the Akuma. All this excitement was too much, she started Crying. This caused her become embarrassed so she knew she looked like a mess.

Chat heard Marinette crying this drew his attention from the Trapped Akuma. He saw the disheveled state she was in. She also looked like was about to hyperventilate. He set the Jar down on her desk and slowly walked over to the poor girl. He didn't know why but he hated seeing someone he knew who was such a happy person in this sometimes dismal world. He wrapped his arms around her and pulled her tight to his chest.

Marinette knew that she shouldn't let him embraces her like this but it felt so good in his arms. She felt safe. She wrapped her arms around him like he was a life line for her. Chat began humming a soft tune while he held her and rocked her back and forth. She actually became lost in the motion of the rocking and the sweet tune that he was humming. Slowly her tears dried up and she began to relax into Chat's arms. Chat could tell when she began to calm because her breathing started to even out. She was no longer sobbing. He didn't know why but he seemed to be taking as much comfort from this as she was already what happened earlier this night didn't seem so bad when he was holding Marinette in his arms. He was loathed to stop holding her he needed to get her to bed their Final year classes would be starting tomorrow. They would both need their sleep. "Are you feeling better My Princess." He asked as he pulled away from their hug. She felt the absence of his warmth and protection like a physical blow to her body. She didn't trust her voice yet so she just nodded.

Chat didn't want to but he knew that his time was short so her coughed and said "Well, I better take this little guy so that I can get it to Ladybug so she can cleanse the Akuma." He started walking towards the stairs to leave but, was stopped when Marinette grabbed his arm. He looked down at her but couldn't see her face because she was looking at the floor. "What is it Princess?" she refused to look up at him. He gently took her chin in is thumb and forefinger and lifted her face so that he could look in her eyes.

She couldn't look him in the eyes because of what she was about to ask. Her she was sure that her face was a red as her suit is. "C-c-could you st-stay the night-t w-with me-e? I-I d-don't fe-feel safe." Chat was sure that his eyebrows had disappeared into his hairline from the surprise he was feeling from her request. He knew that she didn't want him to stay because of inappropriate reasons, she was scared and he made her feel safe. He put a hand to her cheek. This succeeded in bringing her eyes back to his.

"Alright My Princess I will stay the night and watch over you. And you don't have to worry my claws and tail will behave themselves." This caused another crimson blush to cascade over his face. He couldn't help but smile she looked so cute when she got flustered. "There is one thing that I will need from you though." he paused. "Do you have any Camembert cheese?"

This request surprised her out of her embarrassment "How can you stand to eat that smelly stuff?" he couldn't agree more with what she was asking. So he explained "It's not for me, it's for my Kwami." She gave him a confused look. He guessed that she wouldn't know what a Kwami was so he clarified. "I guess you wouldn't know what a Kwami is. A Kwami is a powerful creature that gives me the power to change into Chat Noir, and mine will only eat Camembert cheese." The look of confusion left her face.

"Oh, ok is that why you and Ladybug don't stick around after you get rid of an Akuma?" Marinette asked because she had to play dumb so he wouldn't realize that she was in fact Ladybug. Chat nodded "exactly. They have to recharge. They can last longer if we don't use our special abilities so if I could get some of that nasty smelling cheese to recharge my Kwami. I should be able to stay and protect you all night."

Marinette turned around and left her room again. Once she was out of the room. Chat shoulders sagged. This is going to be a long night. but, if it makes her feel better then she won't be a victim of the Hawkmoth. So he squared his shoulders to the task. She came back with a plate full of the offensive cheese. "W-will this work?" She asked.

"Yes that's Purr-fect." He even added and actual purr his pun. Marinette blushed. "may I use your bathroom to detransform and let my Kwami recharge?" Chat asked. "Y-yeah." Was the only word that she could get out. I'm going to have a boy in my bathroom. her blush deepened. "well." He coughed. "I uh… had better get to it." He brushed past her. It wasn't until he was in the bathroom that he realized that he had forgotten the plate. Chat heard Marinette on the other side of the door giggling. His face flamed, as he opened the door to the giggling girl holding the plate of cheese. "I guess I need this don't I? heh." He grabbed the plate and quickly closed the door.

"Plagg, claws in." Once he was Adrien again he sat down on the closed toilet seat. "Well, it seems like you're getting over your broken heart. You sure were cuddling up to Marinette." Adrien glared at his Kwami. "Plagg if you don't shut it you don't get to have any of this cheese." He pointed to the plate of Camembert. Plagg's eyes became so large that Adrian was afraid that they would pop out of his head. "Sweet Miraculous is that Camembert?"

"As long you behave you can have it all." Adrien offered. "We need to stay with Marinette tonight she is scared of another Akuma coming after her. So please try to keep your comments to a minimum and hurry up and eat the cheese so I can change back." Plagg was just staring at the plate as if it was master piece. "Plagg!" The little cat looked back to Adrien. "Right, right." He starts going to town on the plate of smelly cheese.

Once Plagg had finished gobbling up the Camembert Adrien yelled. "Plagg, claws out!" after the first green flash that she saw underneath her bathroom door, she waited for about 5 minutes before she heard a shoot and another green flash. Thank god my parents are catering an event from most of the night. Or they would run up her wondering why I had a boy in my room..

Chat Noir walked out of the bathroom and bragged. "Alright Purr-incess, I'm back to my claw-some self." She rolled her eyes. "Really two puns in one sentence?" Chat just smiles, wags his eyebrows and says. "I'm nothing if not an overachiever Purr-incess." Marinette fought with herself not to crack and smile. She ultimately last and started giggling and smiling.

God she's Beautiful. Her eyes sparkle like sapphires when she laughs. Her laugh sounds like bells. He was so stunned that he just stood there looking at her.

Marinette realized that Chat's posture had changed. She looked up into his eyes and realized that he was staring at her. Why is he staring at me?. She started to get nervous. "I-I need to get ready for b-bed." Marinette practically ran into her bathroom.

He saw her quick exit and realized that he may have been staring at her for too long. Great I'm supposed to be protecting her and making her feel better and I freak her out by staring at her..

Marinette leaned up against the bathroom door. Why was he staring at me like that? I have only seen him look at me like that when I'm Ladybug. Why is he so drawn to me? she realized that she had been there for several minutes. Ok. I'll get ready and get this over with. she sighed and pushed herself off the door. She proceeded to get ready for bed.

Chat looked up from the spot on the floor where he was sitting. Marinette was now wearing a pink polka dotted matching top and bottom. Chat's mouth quirked to one side she looks like a pink ladybug. "Good night Princess. I will watch over you while you sleep." She slowly walked over to her bed and got under the covers. Marinette looks over at him and askes "do you want me to leave the light on for you?" Chat just smiles and answered. "No Princess. I can see in the dark so turn off the light and your faithful knight will watch over you." She giggled turned off her lamp and rolled over.

Chat just sat in the dark watching her. He couldn't get the image of how she looked when she was so full of life.

Sleep kept eluding Marinette. She kept tossing and turning. why can't I get to sleep he is in the room watching over me I should feel safe., so why don't I feel as safe as I did when he was holding me? she couldn't believe that she was about to ask Chat what see did. Without rolling over and looking at the cat because if she was looking at him she would never be able to get it out. "Chat?" He answered immediately "Yes Princess?"

"Can you hold me like you did before?" Chat could hear the tears in her voice. He got up and walked over to her bed and laid down next to her and wrapped her up in his arms and held her against him. "As you wish, Princess." He started rocking her like before and started to hum the same soft tune as before.

He could feel her relaxing in his arms. "Chat, what is that tune that you're humming?" he smiled before answering "It's called Return to Pooh Corner. It was a song that my mom would sing to me if I ever had a bad dream, or I couldn't sleep." The fact that he shared something so intimate with her made Marinette feel so special. She rolled over and wrapped her arms around him and sighed in contentment "She sounds wonderful."

"Yeah she was great." The memories almost caused him start crying, but he refused to let them break him right now when he was holding someone that needed his strength. "Don't worry about anything Marinette. I will protect you from everything." He took a deep breath. "Now, it's time for you to sleep." He started rocking and humming to her again. Before long both superheroes of Paris were asleep in each other's arms.

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Like I said at the top this is my first FanFiction. Please read and enjoy. Please once you're done please review it so that I can know how I am doing. Also I do have a story plot that I am going to follow. If you have an idea of something you would like me to write into the story I will see if I can make it Happen.