It was long after dark and Adrien had just finished his homework for the next day. But Marinette hadn't stopped haunting his thoughts. Every math problem, every sum and every number somehow led his mind to her.

He loved their talks, how real he could be with her and how honest everything between them was. With Chat Noir she was different, not shy or reserved, and even managed to make him stutter. He groaned at the memory and Plagg flew up to him, smirking.

"What?"

The smirk didn't falter from Plagg's face and his eyes glinted mischievously, "Oh nothing." He sat down on the desk and stared down at Adrien's workbook. He frowned, "You know you should really start with it. I can tell you want to."

"What are you talking about?" asked Adrien, "I already finished everything."

Plagg rolled his eyes and scoffed, "Not that! Those lovesick doodles are your girlfriends do. So go on," he waved his tiny paw at the paper, "Get it out of your system so you can stop forgetting to feed me. I'm starving."

Adrien slammed the book shut and placed it back in his bag. "Camembert, all this for camembert." he sighed.

Plagg grinned and flew up to Adrien's face, "Marinette, all this for Marinette."

He scowled, "You know it's not like that. She's a great friend; easy to talk to, easy to laugh with and she even comes up with the same cat puns as me."

"Yes," he deadpanned, "You're both equally horrid at the same unnecessary things. What more could you possibly want in a girl?"

Plagg voice trailed off when he saw the block of cheese in Adrien's hands and, like a magnet, was instantly drawn to it. He grabbed it and sniffed it, mumbling incoherently to himself and Adrien moved away.

He walked over to his window and stared out of it. Streetlamps decorated the sides of the street, enveloping it in a soft, warm and romantic sort of glow. Cold and vacant, it called to him.

Gabriel Agreste was busy with meetings regarding his latest fashion show and Natalie told him he'd only be available early the next morning. She'd made sure Adrien knew not to bother him, but he already knew. Business first. Family second. It never changed.

But there was someone else he thought of. Someone else he desperately wanted to see. And he couldn't find the patience to wait until school in the morning.

"Plagg –,"

"Hold it!" he snapped. Adrien turned back to the kwami and watched as he hurriedly swallowed the cheese whole. He belched loudly and sighed. "Okay," he flew up to Adrien, "Now you can say it."

Adrien chuckled lightly and raised his ring in the air. "Plagg, claws out!"

And in a flash of green light he was Chat Noir. He leapt out into the cold night, the cool wind biting into his skin. The temperature had dropped substantially in the last couple hours because of a predicted cold front heading their way. Not that Chat minded. He wouldn't be out in the cold for that long anyway.

He raced across the rooftops at an inhuman speed and landed quietly on Marinette's balcony. He shuffled shyly towards the trapdoor and hesitated. His palms felt sweaty and his heartbeat quickened at the thought of seeing her again, her smile and hearing her laugh.

He couldn't understand it. Maybe he was getting sick. And even if he was worried about her reaction to seeing him this late it wasn't something unusual for him. The night belonged to Chat Noir and if she was asleep he'd just return home. No harm done.

But he still couldn't find the strength to knock.

Chat raised his hand to his hair and hissed. What was wrong with him? Why was this so hard? Stealing his courage Chat firmly gripped the handle and thought back to the time Marinette had slammed it against his hand.

She'd been so flustered and clumsy. It brought a smile to his face and he wondered if his visits gave her the same reaction –If she was just as glad to see him.

He shook his head. Ladybug. Think of Ladybug. Think of Ladybug. He'd pledged his heart and sworn his loyalty to her. He belonged to her. He had to think of her. Besides, any mistake as Chat Noir wouldn't affect Marinette's view of Adrien. He had to remember that.

And, for some reason, it calmed him. With a deep breath, Chat knocked lightly against the trapdoor and waited.

He heard scuffling inside and Marinette's sweet voice as she mumbled and muttered to herself. He heard as she climbed the stairs of her bed and unlatched the hook of the trapdoor. She slowly opened it and Chat's eyes were immediately drawn to the dark rings beneath her eyes.

"Chat?" she rasped. He took a step back and bowed to her, grabbing her hand and pressing a chaste kiss against the back of it.

"A pleasure, I'm sure." he murmured. He did his best to look seductive, tracing his claws lightly against the skin of her wrist. But she wasn't falling for it.

Marinette pulled her hand away, rolling her eyes, and retreated back into her room. She left the trapdoor open for him and he effortlessly jumped inside, pulling the door shut behind him.

She walked back down the steps towards her desk beneath the raised platform of her bed and Chat leapt over the railing to join her. She sat herself in front of her computer screen and Chat peered over her shoulder at the papers.

She was busy working on the Ancient Egypt project for their history class. By the looks of it, she'd gotten through most of it, but her grammar and spelling were getting sloppy. Chat watched as she tiredly raised her pen, coping notes off her computer, and busied himself with looking around her room.

He noticed something swinging above his head and reached his hand up to touch it. He hooked his finger around the small ring and tugged it down, unraveling a large, color co-ordinated schedule beneath her bed.

There wasn't any way Marinette could be this busy. This schedule looked more like his, with something planned every single day. He squinted and tried to make out the names and words through her delicate, curvy handwriting.

"Chat, what are –," Her voice went shrill. "Don't look at that!"

Her weight slammed against him from behind and his hand slipped from the ring, sending the schedule rolling back up and out of sight. He huffed in annoyance and turned around from beneath her until he could clearly see her face. And it startled him.

Her breathing was ragged, her eyes wide and her skin flushed, going the darkest shade of red he'd ever seen on her before. "Did you see anything." she squeaked, "What did you see? Please tell me you didn't read it, Chat?"

Chat placed his hands on her shoulder and smiled, "Nothing. I didn't see anything." Marinette sighed in relief and slouched over him. "Good," she swallowed, "I wouldn't have survived that."

That got his attention. He tilted his head to the side and chuckled, "Don't worry, Purrincess. I wouldn't tell anyone." Marinette's eyes fluttered shut then. She yawned softly and laid her head against his chest. Her flamed skin had died back to its pale shade, but Chat was sure that beneath the suit his skin had darkened to match her pink walls.

Her petite body was pressed against him with her head just beneath his chin and he was keenly aware of every move she made. He stilled and kept his eyes warily trained on her, but the more he watched, the less inclined he felt to move her.

"What was on there anyway?" he asked.

She mumbled into his chest, but his cat ears picked it up. "My crush's..." her voice trailed off into a tried sigh and Chat frowned. She had a crush? His mind raced to place a face to the man she admired, but no one came to mind.

She shifted against him, laying his arms against his shoulders and moving her leg over his own. Her sweet scent encased him and he breathed it in eagerly. Her soft hair brushed against his exposed skin and an unusual heat expanded in his chest. But it wasn't bad. It felt quite nice.

He didn't want to move, but he knew she'd probably throw him out the next day if she caught him beneath her. Still, he couldn't find the heart to wake her.

Chat gently pushed her away from him on the floor and hooked his arms around her, one beneath her knees and the other supporting her lower back. He raised her off the ground and pressed her back against his chest, with her head resting right beneath his chin.

"Now, you really are a princess, Mari." he whispered. He carried her up the stairs as gently as possible and set her down on her bed. He draped the pink blankets over her body, pulling them until her shoulders and tucked her in.

And he couldn't look away. She was beautiful, absolutely gorgeous and any boy would be lucky to have her in his life. Chat's heart clenched at the thought, but even he knew it was a selfish desire.

His feelings for Marinette had undoubtedly grown since his visits, but he knew in his heart that she'd always be second to Ladybug. And that wasn't fair. A girl like Marinette deserved so much more than being second best and he couldn't give her that.

She mumbled again, saying things even he couldn't understand, and Chat jumped back over the railing of her bedside to her desk. He shifted her papers into a neat pile beside her keyboard and shut off the screen with her work still on display. It would still be there when she woke up, but at least this way the room would be dark enough for her to rest easy.

It was the least he could do.

He stood up then, but his hand knocked over her drawings pencils and they each fell to the floor. Chat winced at the sound and groaned. Of course. It just had to happen to him.

Chat leaned down to pick them up, but noticed one of her drawers weren't completely closed. He didn't mean to see it, but when he'd reached down for another pencil his night vision revealed an image of him inside. He knew it was wrong to go through her things, but the curiosity was killing him.

Why would she have a picture of him in her drawer? What was she using it for?

Hesitantly, and against his better judgement, Chat pulled the drawer open and peered inside. There were a dozen pictures of him inside, modelling his father's clothing in different poses and areas. Some were torn and others were cut, but there was no mistaking it.

His vibrant eyes trailed back to her pink walls and the markings on them. It all made sense now. He stepped closer, silently imagining where each picture had been. She'd probably used them for inspiration, seeing as his father was her favorite designer.

But why take them down? Was she done with them? Chat glanced back down at the photos and cringed. He didn't blame her. Half of them weren't very good and he didn't even want to think of what went through her mind when she cut these out.

The thought of Marinette searching through his father's catalogs and seeing his face made him feel strangely self –conscious, something he'd only felt when he just started modelling. And he didn't like it at all.

Or maybe she really liked the way he looked. Maybe she was a fan. Was that why she couldn't talk to him?

Chat put back the clippings and jumped up to Marinette's bed. He peered down at her sleeping figure and pursed his lips. Her short dark hair was loose and tangled, falling gently over her face, and her light freckles were darker at night. He hated to admit it, but even with the dark rings beneath her eyes, Marinette was still beautiful.

No. Marinette wasn't like the others –like Chloe or any of his other fans. She was sweet and good. She wouldn't use him like that. They were friends and friends looked out for one another.

He leaned over her and gently waved his hand through her hair. Her scent overwhelmed him and Chat was struck with physical pain. He wanted so badly to feel her hair against his bare fingers and to see if her scent would still linger in the morning.

But it was selfish, even for him. He couldn't have her, so he did the only thing he could.

He titled his head down and pressed his lips to her cheek, savoring the first and last kiss he'd ever give her. His guilty pleasure.

"A kiss for the sleeping beauty." he whispered. He pulled away then, switching off the lights in her room and made his way towards her other window. He opened it and slipped outside, careful to push it closed behind him.

His breath was shaky and visible in the cold, but he didn't care. All he could think of was getting to see his princess tomorrow. Maybe she wouldn't stutter around him then. Maybe they could finally have a normal conversation.

And maybe, just maybe, they'd finally start moving forward.

I totally love this AMV ^ I feel like it matches this chapter perfectly. I've had a bit of an obsession with Miraculous Ladybug MEPs lately XD hope you guys enjoy it while it lasts.

Please don't forget to vote or comment if you enjoyed this chapter. I personally think it's one of the sweetest ones so far.