A/N: Alright so this oneshot is a direct "sequel" to Holding Out for a Hero. However, I've decided that I will be working on a full length sequel to Holding Out for a Hero at some point soon. If you're interested in more details please consider following me on tumblr! I'm sure I'll be giving updates as I get further along with it! A little bit of angst but quite a bit of humor as well. At least I hope. I spent way to much time searching for cat puns… Anywho, straight up Ladynoir and Chat Noir being a nitwit.

It was simple logic. Chat Noir felt horrible. The look on Marinette's face after he'd told her that he liked someone else still haunted his every thought. Her pain and hurt still hit him like a sucker punch to the gut. Two days after letting Marinette down and a little less than a week after the Wavemaster incident, he still couldn't look her in the eye at school. All he really wanted to do was talk to Ladybug about it. She, he was nearly certain, would've told him that what he'd done was right. That he'd made a good decision to tell Marinette outright that he wasn't interested in being anything more than friends. Ladybug, of all people, would understand how important it was to be honest with people. It had been what she'd done with him after all.

The problem was that Chat Noir couldn't talk to Ladybug about what he was feeling because she was clearly upset about something.

"Ladybug?" Chat Noir said quietly. She just kept staring absently at the same nondescript spot in the distance. He stretched out his arm, hand wavering over her shoulder. "Um, Ladybug?" he tried again as he laid his hand on her shoulder.

"Ahh!" shrieked Ladybug. She jumped sideways and threw her arms out wildly. Chat Noir drew back with wide eyes, scuttling backwards. "Chat! Don't do that!" she half whined, half hissed.

"My lady," Chat Noir started, "I've been sitting next to you the entire time we've been on this roof."

Ladybug's shoulders slumped forward. "I'm sorry Chat. I guess I'm just out of it."

"I've noticed," he said. "What's wrong?"

"Nothing!" Her answer came quickly. Too quickly and it sounded a little too forced to his ears.

"You're my best friend this side of the mask. I know you just as well as you know me. There's something bothering you. Has been for the last couple of days… ever since the Wavemaster thing."

Chat Noir's voice dropped off and he slowly crossed his arms over his chest. Ladybug twisted around. Her eyes were huge and wet around the corners as she looked at him. "I… I don't want to talk about it!" she told him abruptly, twisting back to face her nondescript spot in the distance again.

"Does it have anything to do with why you were held up and couldn't answer my calls about Marinette being kidnapped?" he asked.

"I said I don't want to talk about it." she said. Her voice was clipped and terse. Chat Noir watched as she curled her fingers tightly underneath the edge of the roof. She pressed her eyes shut and cast her face down. Like she was trying to keep herself from crying.

A cold feeling curled into Chat Noir's stomach. He hated that look. Seeing it on Marinette was horrible. There wasn't anything he could do to ease Marinette's pain without hurting her further. Seeing the same broken and hurt expression on his lady's face was even worst. Chat Noir hadn't thought that was even possible! He would throw himself off the roof though before he let Ladybug continue to look that way.

"That's fine," he told her, choosing his words very carefully. "You don't have to talk about anything you don't want to."

"Thank you Chat Noir." whispered Ladybug. She sounded absolutely relieved.

"No problem." he shrugged. He leaned backwards, propping himself up on his elbows, and cleared his throat. "So, I'm thinking about getting another cat." he announced

"Oh really?" sighed Ladybug. She opened her eyes and cast a sideways glance at him.

"Yeah I'm just having a little trouble with names though. I'm torn between Alouge and Amaran."

Ladybug's eyebrow shot up. "What kind of names are those?"

"Well they'll both go really well with my other cats Erpillar and Astrophe."

"Again, what kind of names are those?"

"Those are their last names. Their first names are all cat." he explained smoothly.

A look passed over Ladybug's face. It completely annihilated the tears from her eyes. "Wait a minute… Did you just…"

"Did I just what my lady?" he asked innocently, batting his eyelashes at her oh so sweetly.

"You did!" she snapped. Ladybug groaned and buried her face in her hands. "Really Chat Noir I think that was your worst cat joke yet! Caterpillar? Catalogue? Catamaran?"

"Don't forget poor Catastrophe! He'd be heartbroken if he knew you'd left him out." Chat Noir tacked on urgently. "Or maybe I should say paw Catastrophe."

"Don't!" Ladybug warned him. She even jabbed her finger menacingly at him. He sat up and raised his hands into the air placatingly.

"I'm just trying to get your honest opinion here." he said. "Then again, Catastrophe is getting so old that I might as well just call him Grandpaw."

"Chat!" Ladybug moaned. "You don't even own a cat do you?"

He gasped, scandalized, "Of course I do! We watch TV together all the time. They love to watch the evening mews and see their number one human saving Paris! It's the highlight of their day!"

"You're terrible! I know you're lying." she insisted. However, Ladybug was biting her lip and shaking.

"I don't know why you don't believe me. They especially love when the reporters interview me because I'm always prepared with a press kit."

Ladybug pressed her hand to her face. Her cheeks were almost as red as her costume and her shoulders were shaking even harder. It looked like she'd completely given up on talking. That was fine. He wasn't trying to get her to talk. Chat Noir leaned in close to her, a mischievous feeling flowing through him. Ladybug shied away from him and purposefully didn't look him in the face. "Oh don't be such a sourpuss. I didn't mean to put you in such a bad mewd!" he told her.

She lost it. Ladybug's laughter burst through the night air. She fell backwards on to the roof, clutching her middle and rolling over away from him. "You are absolutely the worst Chat Noir. The absolute worst!" she managed to choke out in between her gasps for air.

Chat Noir smiled. Ladybug pulled herself back into a sitting position. There were tears streaming down her cheeks. However they definitely weren't because she was upset about something. These were tears he would be alright with. Ladybug scrubbed at her cheek with the back of her hand. "Chat…" she started. There was a watery smile on her face.

"Yeah?"

She scooted closer to him. Chat Noir's heart nearly stopped when Ladybug wrapped her hand around his and laid her head against his shoulder. "Thank you. I needed to laugh tonight." she murmured in his ear.

A smile crept on to his lips. Mission accomplished. He still felt awful about hurting Marinette. He still desperately wanted to talk to Ladybug about it. For the moment though, this was enough. Chat Noir rested his head down over top of hers. "Any time my lady. Any time."