Papillon watched the window close before him, and wondered how many times he had looked at a scene just like this one. Dozens, more than dozens. He had long ago lost track. The faint breeze trickling in through the aperture choked off, and a moment later, the shutter slid down over the glass. All was stale air and dark. Another failure, another waste of time, energy, and bitter feelings. And still no closer to reaching his goal.

"Nng." He felt the draining of energy suddenly. It had been five minutes since the akuma had been purified, after all. Nooroo peeled away from him along with the suit, along with all feelings of power and control.

"That one was especially poorly planned, Master," Nooroo rasped, settling on a railing behind him. "Are you running out of ideas, I wonder? This is honestly starting to get a little boring."

The man who had been Papillon scoffed. Nooroo had been insufferable at first, when they had first started doing this, always begging and pleading to not be forced to do evil. It had continued on and on for months. But slowly, as the weeks passed and they cycled through more and more akuma, Nooroo had begun to change. Now the kwami, who had before been so soft-spoken and gentle, had razored edges and nerves, all scornful looks and cutting remarks. The more dark energy Papillon passed through him, the more Nooroo's personality was slowly souring, changing the kwami against his will into someone much more bitter and vindictive. Unfortunately for Papillon, annoying pleading had just given way to annoying criticism.

"My plan was without error," the man standing in shadow said, running a hand through his hair slowly. "The failure came from the incompetence of others, both the host we used, and yours. I am the only one, it seems, who can do anything correct around here."

"Mine?" Nooroo asked, with frayed, indignant laughter. "My failure? How exactly did I fail? I did exactly what you told me to, Master, and no more."

"It's not in your actions, but your intrinsic properties," the man said, turning to face him in the darkened observatory. "It is no wonder we cannot win very easily, against two other kwamis, and better ones at that. Your powers are useful enough, but there are so many limitations."

"Is that really your problem?" Nooroo asked, angry now. "What limitations? Is there any form that you can't turn one of your victims into? I'd like to see the ladybug or cat kwamis do that!"

"'One' of my victims," the man repeated, shaking his head. "Just one at a time. Each one with weaknesses, each one with a vulnerable object, and each one so very, very stupid."

"Oh."

The man looked up. An uncharacteristic nasty tone had crept into the butterfly kwami's voice. He flittered up, looking down at the man, a baleful look in his eyes. "So that's it. You need more champions than just the one? A man such as you… Of course you'd be upset you weren't allowed to break all of the rules, as soon as they were laid out in front of you."

"Nooroo," the man warned, not liking his tone.

"What if I told you," Nooroo said, "that there is a way? A way to cheat, to create as many as you like? That is, assuming you were competent enough to pull it off. It's taboo, but someone like you, that would hardly matter, right?"

The man frowned. "Why is it taboo? And why haven't you told me before now?"

More ragged, unsteady laughter. "You can't do it on just normal power. You have to supplement it with some of your own life energy, to shorten your lifespan. But look at you, Master! You fail over and over again. You'll never get those miraculouses on your own, not if you try a thousand times. If you want to reach your goal, you're going to have to sacrifice a little, aren't you?"

The man was quiet for a moment. He glanced down at his miraculous, opened it to look at the portrait inside. Nooroo was beyond annoying. But, though he hated to admit it… The kwami was right, in this case. If he wanted to succeed, and he so very badly needed to succeed…

"No matter, then," the man said. "Tell me what I have to do."

.:|:.

As was so often the case, the problem had started with Chloe.

Marinette slid into her seat in class, confused. Despite leaving Chat Noir to finish cleaning up, she was beyond late, thanks to a three-story house fire all the way on the other side of the city. She had expected to run into the classroom, out of breath, and immediately be caught and chastised by Miss Bustier.

Instead, there was no Miss Bustier at the podium, or even a substitute teacher. The students were clustered into groups throughout the room, talking and playing on their phones, a few throwing paper planes. Juleka and Rose were slowly shifting toward the door, clearly about to make a break for it. She could hardly blame them. If her watch was right, class was already half-over.

"Where is the teacher?" she asked Alya, carefully putting her bag down so Tikki wouldn't be jostled inside. "Was class cancelled or something?" Nino sat in front of them as usual, but it looked like Adrien had already decided to go, not even a backpack left behind in his place.

"Psh, no, or believe me, I'd be gone," Alya said. She dramatically held up her cell phone, showing Marinette footage of the house fire that had happened while Alya had been stuck in class. On the small screen, Ladybug zipped by, inches from the camera, a distracted look on her face. "It might as well be, but with Ms. Bustier fired, I guess everyone in the office is too busy to bother letting us know if we can leave or not."

"Fired? Why?!"

"Shh," Alya said. She leaned in, lowering her voice. "Why else? Chloe failed that test from the other day, and tried to pressure her into changing the grade, apparently. Ms. Bustier wouldn't do it, Chloe told some obvious lies and got her father involved, and…" Alya waved her hand, a disgusted look on her face. "You know Mr. Damocles. Guy has the backbone of a mighty earthworm."

"You're kidding!" Marinette turned in her seat to glare down at Chloe. The blonde girl's nose was high in the air, a smug expression on her face. "That's going too far, even for her."

"Believe me, girl, I agree," Alya said. "I'm having a hard time thinking of something to do about it, though. There's no proof, and that girl has most of the school staff wrapped around her finger."

Marinette slumped in her chair. "We'll come up with something," she said, tired and beginning to feel the ache from the triple cartwheels she had pulled earlier. "We always do. And Miss Bustier is nice! She doesn't deserve that."

"Yeah," Alya said, leaning her chin on her hand with a sigh. "Very nice. She's got to be the only one in this room by now who hasn't been hit with an aku-"

The door slammed open. Marinette's heart leapt, thinking it might be Adrien. Before she could turn to see, though, three beams had already been fired. Screams, the sound of running and overturning books and bags.

Max, Kim, and Juleka had already begun to turn, dark energy overtaking their forms. Marinette watched as Rose was hit next, before Alya grabbed her and pulled them both under the desk. From two feet off the ground, they had a perfect viewpoint to watch Kim, hunched over, sprouting wings from his back with a pained groan. Behind him, Max looked just as pained, as his clothes shifted around his body and his glasses contorted into a butterfly shape.

Evil high-pitched laughter rose above the noise. "That's right, dear students, time for your review!" someone called. "Heed the call of Madame Refrain!"

"Miss Bustier?" Alya hissed. "I don't get it. What connection does that have to—"

"She's turning our classmates back into their akumatized forms," Marinette said, crouching low. "And we have a lot of classmates that have been akumatized before. We're going to have to figure out Miss Bustier's motivations later."

Alya blew out. "Can we run out the door, or…?"

"Blocked," Marinette said, looking around frantically from her limited viewpoint. And the sounds of screams and beams firing were getting closer, as though Ms. Bustier were systematically moving through the rows and picking students off. Similar to the Puppeteer's power, but with an unlimited number of dolls, or…? "It's going to have to be the window."

"Are you kidding?" Alya asked, nearly drowned out by the Bubbler's manic laughter mere feet away. "This isn't the ground floor! Maybe if we tackle her, or if Ladybug shows up like always..."

A pause in the beams, and the sound of high heels clacking on the floor, walking toward them. Ladybug wasn't going to come at all if they didn't get out of here fast. "Just trust me, Alya. Run!"

She darted out from under the desk, sprinting for the window and trying to stay low. A few colored blasts burst against backpacks and books as she skirted through the opposite row, reaching out for the window handle. So close—

A blast of colored light hit, directly to her face. She yelled and paused for a moment, looking down at herself in horror.

Nothing happened. "Oh, right. Haha, I've never been akumat—"

Alya screamed. Marinette whipped around and watched as black and white began to pour over her best friend.

"Marinette," Tikki called, warning. "If you want to save them, you've got to get out of here and transform!"

Tikki was right. Swallowing, Marinette made herself turn toward the window. Without Ladybug's innate superpowered reflexes, the movements were a lot less coordinated. But even clumsy Marinette could kick through a brittle window. She jumped, shouting "Transforme moi!" And immediately, she closed her eyes, hoping she could complete the transformation before she hit the ground.

Falling. Falling. Something hard and cold grabbed under her arm suddenly and shoved her back into a wall. She yelped.

After a moment, she dared to open an eye.

Green slitted eyes stared back at her, confused. "So… What? You were just going to let yourself hit the ground?"

"Ch-Chat Noir," she said, nerves frayed from the near miss. His pole was extended, and she was hanging from it, pinned to the brick maybe ten feet off the ground. "I was going to tuck and roll. It was going to be okay, you know!"

"Sure," he said, grinning. "Still, you're lucky I came along, Princess. It's cats that land on their feet, not ladybugs."

Ladybug exhaled, and let herself drop off into a crouch. "I had to make a fast exit. There's an akuma wreaking havoc up there. I-in that, uh, random classroom."

She pointed up at the broken window. Just as she did, all of the villains that were capable of flight began pouring out from it, looking around, presumably for Marinette.

"The Bubbler? Again?" Chat Noir asked, looking up. "And Heartbreaker, and-"

"And a lot of them," Ladybug said, with one final exhale. "It's the teacher, a Miss Bustier, I think. Somehow, she has the power to shoot beams that turn them all back into their akumatized forms. It doesn't work on us, though, or at least, it didn't on me."

"She managed to shoot you?" Chat Noir asked. "Ladybug! You should be more careful!"

"You're full of criticisms today," Ladybug noted, unhooking her yoyo from her waist. She sized up the distance, and sent it flying toward Heartbreaker's ankle.

"Can you blame me?" Chat Noir said. "I'm worried for you! Besides, if something were to happen to you, we would have as good as lost." He extended his pole suddenly, thwacking first Lady Wifi, then the Gamer, out of the sky.

Ladybug swung her yoyo, sending Heartbreaker crashing into the bubble that the Bubbler was using to fly. She stepped out of the way before they could fall on her, yanking on the string to soften the angle of their fall. "Nothing will! I'm okay. This current situation is… confusing, but we can wrap it up quickly. We just need to find Miss Bu—um, Madame Refrain, and then they'll all change back. It must be a Puppeteer situation."

Chat Noir shook his head. "I still think—hey." The Bubbler has been lifting his wand, about to hit him with a burst of bubbles. Chat Noir extended his pole backwards instead, knocking it out of the villain's hands. The pole pushed it to the ground… And it shattered.

Together, Ladybug and Chat Noir watched a black butterfly flap upwards from the broken gun.

"I thought you said the teacher was the one with the akuma," Chat Noir said.

"I did," Ladybug replied. Frantically, she began tugging on her yoyo, trying to get it untangled from the villains before the butterfly could escape. "Or at least, I thought it was. This isn't supposed to be one of the Bubbler's powers!"

"Maybe he's upgraded," Chat Noir said. "Or maybe…" He struck out suddenly, and Heartbreaker roared in rage as the pendant that had spawned on his chest cracked. Another black butterfly fluttered out.

"You're kidding me," Ladybug said. "They ALL have akumas?!"

Chat Noir leaped into the air, clapping his claws over the first akuma. He tightened his grip on it, while Ladybug flicked her yoyo toward the other. "Can you purify two at once?" he asked.

"I don't think so," she said. "As long as I don't use Lucky Charm, I probably won't have to change back soon, but I'm going to have to purify these one by one."

Chat Noir sighed, looking down at his clasped hands. "We're in for a busy day, then."

"Just wait until we start in on the others," Ladybug said, beginning to spin the yoyo. "We were barely able to stop some of them the first time. And since Madame Refrain can spread into Paris and create them faster than we can un-create them…"

"I don't understand it," Chat Noir said, watching the small bursts of dark light between his fingers as the akuma tried to escape. "It goes against everything we thought we knew about the rules. Only Papillon should be able to create akumas. And even he hasn't ever been able to make more than one at a time before."

"Hey. Chin up, kitty." Ladybug flung the yoyo up into the air, releasing a pure white butterfly. "We'll get through this. We always do, right? You just hold these ones down-" She gestured at the groaning, stunned villains all around them- "while I work through the akumas one by one. It just takes teamwork." A small, uncertain laugh. "So you can't get possessed this time, or it'll be really bad for us, okay?"

Chat Noir hesitated. Ladybug was waiting for him to release his hold on Nino's akuma. The others would be coming around soon, and he really should help her keep them under control. But… "Ladybug. You were saying, before, that the new one- Madame Refrain, right?- was causing all of this."

"I thought she was," she said, puzzled. "It looked like she was. But if they all have their own akumas, then even if we stop Madame Refrain…"

"I was just thinking," he said, "about how much easier it would have been, if we could have ignored these ones for a little while and gone straight after the source. But… Actually, we still can, I think." He lifted his hands, and the akuma caged inside. "Papillon. No matter how he's doing this now, he's the true source. We stop him, and we stop every akuma, all at once."

"But… But we don't even know where he is!"

"This akuma does," he said, shaking his hands. Dark energy pulsed out indignantly from between his fingers, and he felt the weird tingling sensation, of Plagg fending off the akuma's advances. "If I release it, it will fly straight back to Papillon, I bet."

"Probably, but…"

"I have a good feeling about this," he said. "Wouldn't it be nice to stop Papillon once and for all? Let me try it! The worst that could happen is that it doesn't fly back, I'll catch it again, and I'll bring it back to you."

Ladybug exhaled, then slowly smiled. "Well… You have a point. Just be careful!" She drew her yoyo back sharply. The Gamer had been coming around, until the yoyo smacked between his eyes and knocked him out cold. His glasses shattered from the impact, and she snatched up the akuma the moment it appeared. "I'll try to finish up here, to make sure they don't hurt anyone. Let me know as soon as you find Papillon."

"As you wish, my lady," he said, smugly bowing. He opened his hands, and the akuma fluttered out as quickly as its little wings would allow. He slowly counted to three before pushing his pole into the ground, springing upwards, and beginning the chase.

Normally he loved the thrill of jumping between rooftops, tireless and acrobatic. This time, he managed to remain serious and focused, eyes constantly targeted on the black wings above. The butterfly didn't lead him on too difficult of a path, mostly sticking to familiar streets that Adrien had walked or been driven through hundreds of times before.

He began to feel uneasy once they entered a certain neighborhood, one so public and aristocratic, it didn't make any sense that a supervillain would be hiding there.

When they reached the mansion, his heart sank.

He perched on an overhang, watching the akuma zip into one of the open windows. For a moment, it felt as though he couldn't breathe, his chest tight, his limbs shaking.

Finally, he got a grip on himself, and lifted his staff. Ladybug wasn't answering her phone, no doubt fighting akumas. But he could leave a message, at least.

"Found him. Agreste Mansion. Don't come. I'm sorry, Ladybug. I'm going to look into this one on my own first."