"I'm sorry Chat, but I just don't feel that way towards you." Marinette had said those words as Ladybug to Chat Noir after he had confessed his feelings to her. It probably took everything he had just to get the words out and she had turned him down point blank.

That had been months ago, before she gave any thought to Chat aside from being her partner when she was Ladybug, it was before he started visiting her almost every night, confessing things back and forth to each other and becoming what she could only label as close friends. It was before she fell, hard and fast and completely in love with the silly cat.

She hadn't planned it that way, she wanted to keep her distance from him because if they had a relationship other than partners it could complicate things. She didn't want to put him in danger and she sure didn't want to hurt his feelings either. If only he hadn't confessed, she wouldn't have had to break his heart, they wouldn't have even began talking as just Chat Noir and Marinette.

She wouldn't have fallen in love with him.

Sure she had thought she was in love with Adrien Agreste, but as time past she realized that her love would never be returned, Adrien didn't seem to be interested in anyone unless it was in a friend sort of way. He also seemed like he was hiding his true feelings and thoughts, always so closed off around everyone, never really being anyone but the perfect boy everyone expected him to be.

Chat Noir was just so inviting, he was charming, in a terrible pun and comforting kind of way, he listened to her babble about school and fashion, about anything really, giving his opinion and advice here and there. He would talk about his own personal life without giving too much away and she would listen just like he did for her.

It was a comforting kind of relationship they had going on, and she didn't want to jeopardize that by telling him her feelings. She decided it would be better to keep them to herself and maybe over time they would lessen and disappear.

What she didn't know was that the silly pun loving cat had fallen for her too.

He wasn't planning on falling for her, one night after Ladybug had turned him down flat out by telling him she didn't feel that way about him he had been so upset he had left her. He didn't realize where he was going as he hopped from rooftop to rooftop until he landed on the familiar balcony of the bakery that Marinette's family owned.

He didn't realize what he was doing until after he had knocked on the trap door that led down to her bedroom until she had opened it and looked up at him with a mixture of shock and confusion with a hint of sadness. She had invited him inside and made him some hot chocolate, they had started talking about nothing really important until his green eyes suddenly filled with tears and he began to cry silent tears.

"I'm sorry Princess, it's just...Lady problems." He said quietly as he covered his face with his black gloved hands to try and hide his tears, she had made her way over to him and gently pulled him into a hug. "It's okay Chat if you need someone to talk to I'm always here to lend an ear." She said.

His body had frozen when her small arms wrapped around him and pulled him into her warmth, but at her words he unfroze and slowly wrapped his own arms around her, burying his face in her shoulder he continued to cry.

From there he had begun to visit her here and there until it turned into visiting her every night for no reason other than to see her and talk.

Months had passed and he realized he had fallen for his shy classmate who wasn't so shy when she was speaking to Chat Noir instead of Adrien. She was passionate, enthusiastic, caring, beautiful, intelligent, she was magnificent and he had fallen for her hard. Would she return his feelings the way his Lady hadn't? Or would he meet the same fate once again turned away by the person he cared deeply for?

Those were the things keeping him from telling her how he felt, his fear of rejection was something he had always hidden away but had now taken over.

Chat raced across the city of Paris until he landed on the familiar balcony of the bakery, he knocked lightly on the trapdoor that led down to Marinette's bedroom and waited for her to open it. She made her way up the stairs and slowly opened the door, already knowing who was visiting her at such an hour. It wasn't late but the sun had already almost set, leaving a reddish orange glow in the sky.

"Hello mon petite chaton." Marinette smiled brightly and let him inside, she made her way back towards her desk and sat down in her chair, turning her attention to the homework that lay sprawled out across the desk. "Hello Princess." Chat grinned, he walked up behind her and peeked over her shoulder at the work she was doing. "Homework?" He asked and she nodded.

They stayed like that for a couple of minutes until Marinette groaned and placed her head on the table, "I hate this, it's so hard and I don't even understand a single thing." She whined. Chat Noir chuckled, he placed on hand on her back and took one of the worksheets in his other hand, looking it over.

"This is actually pretty simple." He began explaining how to do the work and how to find the answer out, she leaned back in her chair and tilted her head back to look up at him. He glanced down at her and blushed. "U-Um so yeah..You can figure it out now right?" He asked, mentally cursing himself for stuttering.

"What?" She had gotten lost in her thoughts while staring at him and hadn't heard a word he said. He sighed, "Never mind I'll just show you okay?" He asked and picked up her pencil before writing some things down on the page. Marinette stood up from her seat and moved to the side slightly, she placed her hands on his shoulders and lightly pushed him into the seat, "You might as well sit down." She said, a light pink blush dusting her face.

"Okay...But what about you?" He asked, looking up at her, a grin began to form on his face as an idea popped into his head. "I can go sit o-" She began but was cut off with a squeak as Chat gently pulled her into his lap. "There now we both have a seat and this way you can see how to figure this out." He said before moving his head closer to her ear and whispering.

"Plus I like being close to you." He grinned and turned his attention to the worksheet. Marinette's face was as red as Nathanael's hair. "O-Okay." She stuttered and tried to focus on the work in front of her but couldn't seem to stop glancing at Chat.

Two can play at this game she thought. She shifted her body so that she was now straddling his hips, it was his turn to be surprised, his green eyes went wide as a dark blush covered his cheeks. "Marinette?" He asked, confused as to what had gotten into her.

"You're cute when you blush." She teased, tapping him on the nose and giggling. His blush deepened, he groaned and leaned his head back covering his face with one of his gloved hands. "You're going to be the death of me Princess." Chat said quietly, barely above a whisper.

"Oh am I? That's too bad." She continued to giggle, she leaned forwards a bit and placed a soft kiss just below his chin. Chat's eyes went wide, he raised his head to look at her, staring into her blue eyes as she stares back. "Marinette." He says, the way it comes out is torn between a hum and a growl.

"Yes?" She asks, faking innocence in her voice. "How do you feel about me?" He asks, sitting up a bit more so their chests are almost touching, she's so close and then urge to pull her even closer is excruciatingly tough to hold back. "That depends, how do you feel about me?" She asks, avoiding the question by throwing it back at him.

"I asked you first." He says with a small smirk as his green eyes light up with amusement. "Well I kind of might be in love with you?" She says, it's half a question and half an answer as she awaits his reply. Her blue eyes are locked on his as he takes in her words.

"You….You love me?" He asks, uncertain and a little frightened at the small possibility that this could all be some sick joke. Marinette doesn't joke around though, and she seriously hates liars. "I do." She says, "How do you feel about me?" She asks again, it's her turn to worry about rejection but would anyone be able to reject her?

"Marinette, you are so irresistible and I have fallen hopelessly and utterly in love with you." Chat says and Marinette's face lights up instantly. He gently wraps his arms around her and pulls her closer to his body so that they are mere centimeters apart. "Are you sure?" She asks him, nuzzling her face into his chest as she wraps her own arms around him.

"Paw-sitive." He says and she groans, "I might be in love with you but your puns are still purrty bad." She says with a small giggle at her own pun. "Did you just…?" He asks, as he looks at her in astonishment. "Gosh I love you." He says and pulls her into a hug as he begins to laugh.

"By the way my puns are great."