Chapter 1:

Marinette shook her head. As usual, Chat had swiftly descended through the window and perched on the bedpost, impossibly comfortable, both feet somehow occupying the few inches of space the small metal knob provided and elbows resting lazily on his knees.

"Chat, I'm not really in the mood," she sighed. She knew it was no use. He was here. He had taken up his spot. He wasn't going anywhere.

"Come now M'lady, you wouldn't kick this poor lonely alley cat out into the cold, cold night, would you?" His best attempt at sad eyes was given away by his signature half-grin. "Cats suck at puppy-dog eyes," she thought, smiling a little despite herself.

His grin gave way into a snicker, knowing he was victorious. He made a show of "settling in," hopping onto the bed on all fours and wiggling his shoulders a bit before flopping down lazily.

As annoying as Chat could be, his antics had already managed to lift some of the weight of the day from her shoulders. Somehow his visits always had a way of making her feel better. Ever since that day with Evillustrator, he would stop by from time to time. Initially just to "ensure she was OK," (she was pretty sure he was drawn to her fawning fan-girl act upon 'meeting him in real life, OMG!' … he was such a flirt!) but his flippant flirtations quickly evolved into a casual comraderie. The privacy provided by the mask helped them talk openly with one another about topics she wouldn't dare mention to anybody else… except maybe Tikki. He would lament over his unrequited love for a nameless, beautiful but unattainable girl (who she assumed to be Ladybug… poor kitty ) and she would lay bare her feelings for a nameless, kind but distant boy, …Adrien.

She collapsed backward on the bed with a heavy sigh, staring at the now-blank ceiling that had until recently been occupied by a particularly revealing poster of the blonde model.

"Adrien…" she thought, staring at the empty space. "Why did he have to be so perfect? So sweet and gentle, so caring, and so - so gorgeous! And so, so out of your league."

"What's on your mind, Purr-incess?" Chat prodded her teasingly, attempting to lighten the mood.

"I blew it, Chat."

This was the day. She had finally decided that she was done pining for Adrien Agreste. It had been two years, and they were barely even friends thanks to her insurmountable awkwardness. A hot blush filled her cheeks as she recalled the events of the day.

"It's now or never girl! Prom is TOMORROW, and soon after we're gone forever. If you're EVER gonna make a move on Adrien, you gotta do it now!" Alya had exclaimed, pushing her friend forward as the students milled out of the room, talking excitedly in hushed whispers about the up-coming dance.

Marinette dug her heels into the ground (literally; having figuratively done the same thing for years). "Sshh! He'll hear y—"

"ADRIEN! WAIT UP!" Alya yelled, waving her free hand like a lunatic from behind her effectively paralyzed friend.

Adrien had turned to face them just as Marinette's heels met the edge of the step-off between rows of desks that Alya had been insistently pushing her toward. A second too late to regain her footing, Marinette lurched away from her friend's grasp, tumbling over the small step and directly into Adrien's chest.

With surprisingly quick reflexes, he caught her by the shoulders, preventing them both from tumbling backward. A fierce crimson burned her face as she found herself accidentally nuzzling Adrien's shoulder.

"Mmm he smells so good… like cedar and honey and… fresh air?…"

"AHH-!" Marinette screamed, reeling backward and flailing her arms a bit."-AH! H-Hi Adrien!" Her recovery was terrible. She offered him a meek smile.

"So! All ready for the big dance tomorrow? You ARE going, right?" Alya prodded Adrien's shoulder playfully.

"Yeah dude!" Nino chimed in, bounding down the stairs toward them. "Alya and I are going, you should totally come!"

Adrien's mind raced. Chloe had been dropping less-than-subtle hints that she intended for them to be Prom Queen and King, going as far as to Photoshop his image onto her campaign posters and threatening the other girls against going to the dance with him. If he went, she wouldn't let him out of her sight all night, to be sure. He could think of nothing he wanted less than to spend an evening with Chloe. Besides, what if Chat Noir was needed? It would be almost impossible to escape the room undetected, with the teachers all paranoid about kids trying to sneak out. He had planned to make an excuse not to go.

"Ah, well…" He rubbed the back of his neck, looking for an excuse. "I don't have a date, due to Chloe's interference, and we're not supposed to go stag you know?" It was a sorry excuse, but it was an excuse. He knew his friends would not even entertain the idea of suggesting he go with Chloe.

"MARINETTE doesn't have a date!" Alya offered, a little too enthusiastically.

If Marinette's face could get redder, it would have.

"Oh, no Alya, th-that's OK," she stuttered, waving her hands in front of her face. Alya drove an elbow into her ribs. "Ah-unless you want to be my date, Adrien?!" She nearly choked on the words. "I mean, not date me, but just the one time—date to the dance, unless you wanted to go out again? B-but not to the dance again, of course!" She clamped her mouth shut.

"How pathetic!" her inner voice berated her. "You just asked Adrien Agreste, gorgeous model and literal nightly erotic fantasy Adrien-freaking-Agreste, to prom! If he wanted to go with you, he would have asked YOU! STUPID!"

Adrien's mind tripped over itself. Marinette? To prom? She wasn't going with Nathaniel? Then what was all that nighttime talk to Chat Noir of her dreamy, artistically talented, friendly but sometimes lonely-seeming boy about? Could he seriously be that oblivious?

Suddenly his mind conjured an image of himself and Marinette together, hands clasped and fingers intertwined as they gently swayed to silent music, standing so close their chests touched, her hot breath on his neck. In his imagination, he leaned down and caught her earlobe in his teeth, nipping it gently in a very Chat-like move. Her eyes fluttered shut as a soft sigh escaped her barely-parted lips. He felt goosebumps prick up on his skin, groaning inwardly as tension built in his groin. "No! Stop!" He shook his head, chastising himself and trying to clear the image from his mind before his train of thought became all-too-obvious to the group. "Why must you think of that sweet girl like that! She's your friend! She's never been anything but kind to you, and all you can think of is—"

"Oh I gotta go anyway bye!" Marinette's voice, strangely rushed and a little clipped, broke him out of his daydream. He blinked to see her dash out of the room, Alya rushing to catch up with her.

Nino punched him in the arm.

"DUDE! You didn't have to just dismiss her like that!" he exclaimed.

"What? I- I didn't…what?"

Tears welled in her eyes again as she related the whole episode to Chat.

"He just shook his head." She began to shake slightly, the pain of the memory bubbling to the surface, as she drew her knees into her chest and wrapped her arms around herself. "He couldn't even- just say no. God I'm an idiot …" The tears began to fall.

In an instant, he had her in his arms, trying his best to comfort her as he processed the situation. First that brain-dead dolt Nathaniel doesn't ask her to prom, and then she thinks her group/friend/ back-up date rejected her?! He wrapped his arms more tightly around her, pulling her into him, attempting to make up for the hurt he had caused.

She wrapped her arms around his neck and sighed into him. He fought back tears that threatened to sting his own eyes, furious with himself and that clueless idiot boy who doesn't know how lucky he is for causing his Princess so much anguish. He had the opportunity of a lifetime today, his Marinette was willing to be his 'date' to prom, and he blew it! How could you be so stupid! He hoped it wasn't too late to remedy the situation.

He felt her pull away and he released her, immediately feeling the weight of her absence.

She reached up to wipe the tears away with the back of her hand just as he had reached up to do the same. Their eyes met and locked as he placed a clawed hand ever-so-softly against her damp cheek.

"I'm so sorry," he whispered, without a trace of his usual joking lilt.

Her heavy heart fluttered to life like a cleansed akuma-turned-butterfly.

She found herself staring at Chat Noir as if seeing her partner for the first time. Her partner, who was always there for her, both as Marinette and as Ladybug, literally risking his life to protect hers (her heart throbbed again as her memory flashed to an image of him, crouched in a protective hug, fading into non-existence after jumping in the way of an attack from Timebreaker meant for Ladybug)… making silly jokes to see her smile, listening for hours as she poured her soul out over a silly crush, was… beautiful. His eyes, so green behind the mask, seemed to engulf her. Her gaze trailed over his muscular chest and shoulders, beautifully defined by taught black leather. The flirtatious, pun-happy jokester way gone, replaced by-

"Chat…"

In an instant they were on each other. Neither certain who moved first, her lips crashed into his as he brought his other hand to cup her face. Hungry for her, he flicked his tongue across her lips, begging for entry. She accepted with fervor, wrapping her tongue around his before playfully biting his bottom lip.

"Marinette…" He gasped her name, and she felt her heart explode.

Her hands threaded through his silken hair as he dove for her neck, planting several kisses there before gently nibbling her earlobe. She felt his lips, now pressing kisses into her jawline, pull into a playful smile as he lifted her into his lap so that she was straddling him. Heat erupted from her groin as it came into contact with his, reflexively thrusting forward as her heat came into contact with his undeniable desire for her, straining against the soft leather of his suit. Her fingers tightened in his hair as she pulled his head into her neck, a passionate moan erupting from her chest.

"Ah-Adrien!"

Chat froze instantly.