A/N: Hello, I wrote this for Marichat May - 3AM talks, but it's very fluffy so I decided to post it here too. :)

Disclaimer: I don't own any of the characters of MLB!

Unable to cram any more physics equations into her head, Marinette climbed the familiar ladder up to her roof to cool off from her night of stress. The chilly Parisian air greeted her as she lifted the hatch door and let out a long slow breath. She would only be getting about five hours of sleep at this point and she knew she couldn't study any more or else her brain would become dysfunctional at the exam, so she did the only thing there was left for her to do: relax.

Settling next to her flowerbed and resting her elbows upon the railing, she watched Paris slowly fall asleep as the stars accompanied her.

Despite the peaceful glow of the city lights surrounding her, however, she felt a nagging feeling at the pit of her stomach. It was probably due to nerves and stress, but she just couldn't shake the fact that she was forgetting something…

"Fancy seeing you out here," a voice said from behind her, snapping her out of her reverie. Startled, she whipped around, nearly losing her balance as she did so and grabbing the railing to steady herself.

Reclining there beneath the roof's antenna with tousled hair and black ears flapping in the wind and a typical smirk lodged firmly in place was none other than Chat Noir.

"Oh, it's you," she said, heart rate slowing back down from the initial shock.

"Just, 'it's you'?" he said, disappointed. "After saving your life a few times, you're not even gonna swoon?"

"Oh please," she said with a hand on her waist and a smile playing upon her lips. She, Ladybug, needing to be saved? The idea made her laugh.

"What's a purr-incess like you doing out of bed at this hour?" he asked, his ridiculous tail of a belt swishing back and forth.

"Being pestered by a cat," she said, "or were you asking about ten minutes ago before you showed up?"

"Oh, don't pretend you don't enjoy this," he said, propping his head up with an elbow.

"Where's Ladybug?" she asked, turning away from him to hide her cheeky grin.

"I don't know, she must have forgotten we were going on a patrol today," he answered. Marinette froze. She pulled out her phone to check the calendar. He was right, they were on for today and the physics test had completely driven it out of her mind. That's what she had forgotten.

"Oh! Well—" she cast about for something reasonable to defend her own honor, "maybe she got sick."

"Maybe," he said, looking downcast. Marinette's stomach churned; even though she didn't like him that way, she had to admit it made her happy to think of Chat eagerly looking forward to seeing her like a lonely stray cat. It was endearing in a way only Chat could manage.

"I'm sure she didn't mean to flake on you," she said, doing her best to keep the guilt out of her voice.

"Yeah…I suppose," he said. Then, lifting his eyes back to her, his expression brightened again. "But since I happened to spot you while in the area, I decided to stop by and say hello, so perhaps you can be my Ladybug again tonight."

"Oh, my!" Marinette said, feigning surprise. "But without a magic yo-yo, I can't possibly be a suitable substitute."

"That's not the kind of company I was looking for today," he said, sitting up and eyeing her closely, "if you don't mind."

Marinette thought about her physics test the next day and contemplated telling Chat Noir that she was very sorry but she needed to go to bed if she wanted to stand a chance at getting a decent grade. But then she saw that his ears were drooping and his smile was not quite as genuine as it usually was. Her warm bed called out to her but she couldn't shut her partner out so heartlessly.

"Well, alright," she sighed. Holding up a finger to him, she added, "But if I fail my physics test tomorrow, it'll be on your silly cat head."

"Ah, if I had known, I would've come earlier to help you study," he winked. She rolled her eyes, but otherwise forgave his annoying bravado.

"So what kind of company were you looking for, then?" she asked.

"Just wanted to talk to a familiar face," he shrugged, jumping down and approaching her.

"I'm—uh—a familiar face, huh?"

"Is that a problem?" He put a clawed hand on her shoulder. She had to resist backing away from his touch.

"Not at all."

As the corners of his mouth twitched, the idea suddenly struck her that Chat Noir was lonely.

"I'm sorry Ladybug wasn't able to patrol with you tonight," she said. "I'm sure she feels sorry, too."

"Ah, well, she never wants to talk about personal matters anyway," he said, releasing his grip on her shoulder and leaning an elbow on the railing. "It's always business as usual."

Marinette felt her ears burn with shame. Normally, she would tell Chat exactly why they needed to take their patrols seriously, but the fact that she completely forgot about it tonight stripped her of the privilege to say anything on the matter. And besides, if Chat had so many thoughts on his mind and nobody to talk about it with, she supposed she ought to oblige him every once in a while.

"Well, I'm here," she offered. "I may not be Ladybug but…I'm me."

"You'll do fine," he said, smiling at her. Then, turning his head away from her to look over the city, he rested his chin on his arms. Marinette followed suit, both of them staring out over a peaceful Paris.

"So…what's up?" she asked tentatively. Although it was strange to be having a conversation like this with Chat Noir as Marinette, she was surprised to find how comfortable and familiar it all felt at the same time.

"Nothing," he said gloomily. "Just had a little spat with my Father earlier today, that's all."

"Oh, I'm—er—sorry to hear that."

She shifted uncomfortably next to him, wondering what sort of life her partner had at home and feeling slightly guilty that she had no idea about any of it. But it wasn't her fault—they couldn't know each other's identities.

Despite all that, her curiosity got the better of her.

"Does that happen frequently?" she asked.

"Aside from the fact that talks with my Father in and of themselves don't happen frequently at all, I'd say it happens every once in a while," he said.

Marinette bit her lip, unsure what to say. She was afraid to inquire any further because she didn't want any more clues as to who Chat's civilian self was, and even if she wanted to, she had no idea what to say.

"I'm sure he loves you," she finally said, laying a hand on his arm.

"It's okay, it doesn't really matter right now," he shrugged. "Patrols are a nice distraction."

"If you can call this a patrol," she said with an eyebrow raised.

"Hey, it's a civilian flag down," he protested.

"I never flagged you down," she laughed. "But I suppose you can stay."

They lapsed into a comfortable silence, each simply enjoying the view. Marinette felt the ball of stress in her chest unravel as she stood there with Chat Noir gazing calmly by her side. It was times like these that made her think that if it weren't for Adrien, she'd see Chat a little differently. Even though she didn't know who Chat was, she couldn't quite explain the pleasant ease and familiarity she often felt around him regardless of whether she was with him as Ladybug or not. But then again, it was hard for anything to compare to how she felt when she was around Adrien. Adrien meant butterflies and happy thoughts and long sighs of delight.

Adrien…

"Hey, Chat," she asked. "Have you ever thought about what it'd be like if the person you liked liked you back?"

"All the time," he answered. "Who doesn't?"

"Well, I guess if you were confident in yourself, you wouldn't need to wonder," she said. "You'd just know or you'd make something happen."

"But I do know," he said, looking up at the stars. "I know she doesn't like me."

"You don't actually have a crush on Ladybug, do you?" She hoped dearly that he wasn't talking about her, because despite thinking him overly flirtatious and showy, she never wanted to hurt his feelings.

"I don't," he said, and she let out a sigh of relief.

"I love her," he smiled.

Her stomach tightened uncomfortably. He couldn't mean that.

"Ah, well," she said airily, "but you don't know who she really is, right?"

"Doesn't matter," he said. "I see the person inside shining out of her. Regardless of who she is under that mask, I have no doubt that I love her."

Even though she felt conflicted on the inside upon hearing those words, she couldn't help feeling a giddy warmth spreading inside from her heart and reaching her fingertips. Whatever she thought or felt about Chat, to hear something so beautiful being said about her touched her deeply.

"You are a hopeless kitty, you know that?"

He turned to look at her, grinning from ear to ear, and her breath hitched in her throat.

"Yes, I'm fully aware of it."