Ladybug crawled through his open window, blushing so much it seemed as though her red suit even covered her face. What the heck was she doing.

She was absolutely insane.

This was Adrien Agreste she was visiting and she was supposed to act like some cool super hero…

She breathed slowly, remembering that under her mask she could have as much confidence as she needed. He wouldn't know it was really Marinette under her mask. He'd never know that.

Plus, he had been so upset at school today, this was important to her to visit him. Very important.

She'd bumped into him at his window once before, and he'd told her to come visit whenever she wanted to. She'd been so flustered and had tried her best to hide it, but hadn't actually taken him up on his offer. But the pain she'd seen in him today had pushed her to visit him. She knew he was a Ladybug fan, something that had made her blush for nearly a week thinking about it, so she decided a visit from her would cheer him up.

….Even if it was nearly 1 in the morning because she'd debated it for nearly two hours before she forced herself to go.

Ladybug's feet landed softly on the carpet of his massive room. The room that was so full of fancy things, but it still felt incredibly empty. She crept over to his bed where she found him wrapped up tightly in his blankets, a distressed look on his sleeping face. He looked over heated, and his forehead glistened with sweat, and he pushed the side of his face deeper into his pillow, grunting a little, and she reached out a suit covered hand, touching the side of his face gently. He shuddered at her touch but then stopped moving, his expression melting into calm, and she couldn't help but stroke his cheek a little. He broke into a smile, and one of his hands closest to her wrapped around her wrist.

"Ladybug." he muttered, and her face went pink. How in the world did he know it was her?! She'd never touched his face with her suit on- or off for that matter. It couldn't have been from her touch…

She sat down in the little space in front of his stomach, letting him continue to hold onto her wrist.

She really had come here to talk to him, but now she didn't really want to wake him up. Ladybug waited for a few minutes before whispering quietly,

"Adrien? Are you doing okay?"

His face contorted again, and she grit her teeth as tears rolled down his cheeks, even in sleep.

"Adrien, don't cry! Wake up, will you? Everyone has been worried about you…" she said quietly, and his brow furrowed as she could feel him waking up.

Then finally his green eyes opened to see her, and they then widened.

"My l- ah- L- Ml- er- Ladybug!" he finally stumbled through, and she smiled sadly for a moment. Her insides were numb from being right there with him, but she still had a mission to find out what was wrong.

"What are you… uh…" he blushed at his hand holding her wrist and that she was sitting so close to him.

"I'm so sorry to bother you Adrien… I just came to see how you were. You know all the kids in your class are worried about you… and I am too. I don't want you to turn into an Akuma."

"How did you know…?" he muttered, trying to sit up, but looking emotionally exhausted, so he just tilted his head up a little against the bed's headboard.

"I told you once before, Marinette is my friend… she tells me about her classmates." Adrien was quiet for a moment, letting his head drop back onto his pillow. He thought for a moment, and then said softly,

"Marinette is so nice. I want to be her friend. She's pretty too."

"Ohhh… do you have a crush?" she teased, her heart thumping beyond belief, but her mask giving her enough courage to joke about it with him.

His eyes widened and he turned beet red, staring at her with a slightly open mouth.

"O-Oh! N-No- but- I mean- it's not like I wouldn't but- I- I kind of- really… like someone else." he whispered, and he twisted his blankets beneath his fingers.

He bit his lip as Ladybug's shoulders drooped and she looked down cast, frowning. She almost looked like she was going to cry.

"So… anyways… What's going on Adrien?"

—

Marinette had never talked to Adrien so well in her entire life. They were now sitting against his headboard on top of his pillows, knees pulled up to their chins as they just… talked.

The clock was nearing 2, but neither of them wanted to stop. Words flowed so easily late at night, in a space so private and close. Adrien told her all about his problems, about his father, his lack of self confidence and his overdose of self confidence at times, his fears- but not all of them. She knew he was holding back a lot, and she wanted to know what it was, but it seemed important. He was sharing incredibly important and private things with her, yet there was something else he wasn't telling her. But what could be more secret then your torn up feelings about your mother disappearing?

"Thank you for talking to me about all of this Ladybug… I don't ever tell people about this stuff… not even my friends at school." Adrien said quietly, looking at her with his intensely green eyes that almost glinted in the dark. She felt her stomach squirm. She was uncomfortable. She felt guilty, and bent her head so she wouldn't be looking at his eyes.

"What's wrong?" he asked her, sounding so genuine she couldn't keep it inside her anymore. She twisted her hands together and breathed very softly,

"S…Sorry… I just… I feel like I shouldn't have listened to it…" she looked up to meet his eyes which were confused and she admitted in a broken voice,

"I know you… in real life… and I…. I don't know if you'd ever feel comfortable enough to talk to me about this stuff… I feel like I'm using the mask to know you better… and I don't think it's right…" her hands stopped twisting as he put his around hers, and she looked back up to him finally. She wasn't expecting the look on his face. It was a look of complete admiration, and almost relief.

"I… know you in real life?" he breathed, and she turned redder, nodding. "W…Well I know- er….. hmmm…." he tried to form his next sentence, but ended up biting his lip in almost frustration. Then he finally looked up at her with a sad smile, still holding onto her hands as he said,

"Ladybug, you are still you with or without your mask on. And if I'm more comfortable talking to Ladybug then I am with whoever else you may be, then that's alright. Because you're still real, and you're still my friend. I just haven't gotten to know the other you yet I guess…"

She smiled, burying her face into his shoulder because she didn't know what to say and she couldn't stand to look at him anymore. She felt him shake a little, and he added quietly,

"Would you do the same for me? What if… I had another side too… I mean…. I…"

"…I'm not quite sure I know what you mean… but… I'd be your friend no matter what else you're hiding from me. I know you're holding back something… something important." Marinette said, still feeling confused by his words.

"Yeah… I guess there are some things I'm not allowed to talk about to anyone… but I promise someday I'll tell you… I swear…" he muttered, leaning his head against hers.

That made her feel warm inside, and she breathed a little easier, nestled under his head.

"I guess you should probably leave… I can't keep you here to myself all night." he laughed quietly, and she blushed, pressing her face further into him.

"Thanks for talking to me…"

"You're welcome… it was so nice…" she breathed, turning her head to look where he was looking. It was straight out to his window, where the eiffel tower was so close, gleaming gold with it's lights against the dark night, and filling his room with the soft light.

"Paris is so beautiful." he said after a few minutes, his voice sounding more and more tired. She was tired too. They'd slipped down so low against the headboard the were practically no longer sitting.

"It is beautiful. It's so fun to swing out around town this time of night… and go visit the tower… I do it sometimes.."

"Me too…"

She frowned a little, but decided she was too tired to think straight anymore.

"Thanks for coming to visit… you should do it again."

"I'll come every night…" she muttered and he made a content sound, turning his head and giving her a kiss on the forehead. It sent electricity shooting through her, but she was numb with exhaustion. She turned her head just as he had bent his head over to give her another kiss, and this one landed on her nose. She giggled a little, her eyes closed as she told herself to get up and leave now.

Right after this.

"I keep missing." he whispered, and she pulled herself up a few inches, finally meeting his lips. She melted against them, and he did too, sinking down into his pillow and pulling away after a few seconds, or minutes, time stopped working this late at night.

"I love you." he said quietly, and her heart shuddered. She replied with the same message and with closed eyes she moved closer to him, her head dipping in and out of sleep. Had she just kissed him? No, that was her fantasy. Was she even there right then? No she was definitely in her own room.

"I'm… gonna leave now." she announced, fully meaning to get up and leave.

"Okay." he said quietly, curling up around her even more.

Marinette you're falling asleep, come on, get up!

"Goodnight Tikki." she said quietly before she pushed her face against his chest where it was safe and warm.

—-

"This is a disaster.'

"I'll say, I had to give up sleeping time just to find food for you."

"Plagg, don't make light of the situation."

"I wouldn't be this grumpy if you'd just accepted my gift of cheese."

"I'd throw up before I got that down. Now where are the cookies?"

—-

Adrien woke up, smiling because of how nice his dream had been. He'd kissed Ladybug… he'd actually kissed her… and she'd told him that she loved him and… oh it was so great… He pulled her closer her him, enveloping her into him for her warmth. She was so small… Her hair was so soft and he'd somehow managed to pull it out of her pigtails-

Adrien opened his eyes as his heart nearly stopped. He looked down to see a girl who was definitely not in her Ladybug uniform, curled up against him in light pink pajamas. Her hair was loose and covered half of her face, but his breath caught when he saw her bare nose, with tiny light freckles he could barely make out.

"Don't look Adrien! It's a secret!" Plagg's teasing voice interrupted his thoughts, and Adrien once again panicked.

"Plagg, what am I supposed to do?! Oh my gosh- ah-"

"Don't worry Adrien, I'll get her home… You two were such zombies from talking too late you fell asleep we couldn't wake you up, and I can't hold a transformation forever…" came a tiny voice as a little red Kwami came into his view, which was looking strictly away from his demasked Ladybug.

"You're so cute…" he breathed, looking at the sweet face and big blue eyes, just like his Lady. She giggled and bopped him on the nose, also like his Lady, and-

"W-Wait- Plagg and- AH! Don't tell her I'm Chat I-"

"Adrien, I've known you were Chat for a long time now. It's been incredibly frustrating to watch you two interact but I've managed to hold in the information, trust me. Now will you wake her up for me?"

Adrien was blushing out of control, and he nudged her, saying with a weak voice,

"Ladybug… wake up, you… overslept."

"Oohh… I'm gonna be late for school again!" she whined, and it was the most adorable thing he'd ever heard in his life.

"Not if you get home fast enough." he added, and there was a long silence. He felt her moving her head, but he was looking away so he wouldn't see her face. He was also trying to stop himself from remembering where he knew that whine.

"Oh my gosh I am so sorry." she breathed, her voice so low he barely heard it.

"It's okay. I didn't look." he squeaked, rolling away onto his face. He felt her sit up and scramble awkwardly off of his bed.

He wanted to die.

"I'm so sorry Adrien. I am so- okay- goodbye-" he heard her run into things in his room, knocking over stuff and yelping, and he would have laughed if he didn't feel so embarrassed himself.

Then Plagg came and nudged him in the head and told him she was gone.

And the rest of the day he spent wondering if he'd really kissed her the night before or not, because his dreams and reality had mixed too closely.

Marinette never got to school that morning, she was 'emotionally compromised' according to a confused Alya.