**Notes**

Just wanted to thank everyone who keeps up with this, I really enjoy writing this but sometimes life happens. On the bright side I am now a professionally paid actor so I got that going for me :) I Hope you enjoy some angst but things will turn out for these idiots I promise.

Marinette's feet ached but she kept running, her eyes burned, she kept running, the cool air stung her over worked lungs, she kept running.

He can't see me like this!

The distant cries of Adrien calling her name made her guts tighten as she fumbled into a dark alley.

He can't catch me!

She couldn't face him it would rip her apart; she struggled with the clasp of her purse with shaking hands and blurred vision. When it opened Tikki flew out with big sad blue eye that matched her charge.

"Tikki-" Marinette breathed heavily

"Marinette I'm so sorr-"

"Spots on!" She let out, and the apologetic sentiment was lost as she was bided to her duty.

Ladybug heard the approaching steps of Adrien as she shot into the sky, flying as fast as she could towards the safety of home.

"Marinette!" he shouted as he rounded the corner only to find an empty dark alley. He felt his heart sink even further and threw down his jacket in frustration

"Hey!" Plagg shouted as he zoomed out "Watch it!"

"I'm sorry Plagg." Adrien whimpered as he wiped at his bubbling tears. "It's just I have to find her. How am I supposed to just go home, alone, like always, knowing that I hurt her?"

"Kid…" Plagg sighed "I got a plan."

Adrien looked up at the god of chaos hopefully "but it's gonna cost you the secret cheese stick in your back pocket."

0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o00o0o0o0o0o0o0o0o0o0o0o0

Her cheeks tingled with numbness, the chill was almost unbearable

Stupid, Stupid, I'm so stupid…

Was the only thing she could think to herself as she flung quickly home. Her vision so blurred she missed the pillar she was aiming for and found herself falling towards a roof top, normally she would land with grace but as she attempted to catch herself her weak knees buckled and she landed harshly on her hip. The rush of pain only made her cry harder; shakily she attempted to sit up leaning on her elbows and knees as she tried to catch her hiccupping breath

Not here, not now, when you get home you can fall apart. Get home Ladybug.

With that she tried to slow her sobs taking slow deep breaths wiping her tears away

Only a few blocks now, you got his.

She rose to her feet taking one more calming breath before lunging back into the sky. As soon as her feet connected to the Balcony of the bakery she felt a strange sense of numbness envelope her. She looked up at the starless sky "Spots off" she whispered. At the sight of pink light washing over her heart skipped in a moment of fear, what if all my strength goes with my powers. The light faded and she was face to face with big blue eyes that seemed to reflect years of sorrows and a deep wisdom. There were no words of pity from the small god but a small nuzzle on the cheek, after the comforting gesture she floated down through the trapdoor.

She found herself alone, with only the sound of whistling wind blowing through her half fallen hair, she felt the pinching of heals on her toes, and was reminded of the whole night, she was so excited, so hopeful when she had put them on earlier in the day. A sudden burst of cold sent shivers through her body making her even more miserable. Only a few hours ago Adriens soft hands placed his warm coat on her, lingering, if just for a moment. As goose bumps rose on her bare arms, memories of the night came flooding back making her re-live the ending all over again. Finally the calm before the storm was ending and wave of sadness crashed over making her knees weak and the tears flow.

After all those years, I was stupid enough to believe he could love me, look where it got me.

0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o

When he was insight of the bakery the noise coming from the balcony was unmistakable. Unlike the joyous laughs he heard only a few months ago, this noise was broken and filled with unbridled sorrow. He knew that sound all too well; it was the sound that echoed off his wall in the months that followed his mother's disappearance. It was the desperate sobs of someone who felt that they were alone in the world; it was what a person sounded like when they felt they had lost someone they loved, and it shattered his heart.

Chat Noir looked across the buildings but there was not a light on where he knew the bakery would be on the skyline. She was crying, alone, in the dark and cold, all because of him. Somewhere in the back of his mind he knew if she didn't want to be around him he should leave her alone, but his heart called him to be by her side. He thought back to all those nights alone, crying in the dark and how often he wished someone, anyone was there. Besides she wouldn't know it was him, he could just be a friendly neighborhood superhero, he could just be that someone for her.

I have to make this right Chat thought before flying to her

0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o

She couldn't remember the last time she felt this horrible, she was freezing, she was so hurt, she didn't want to move, and she wanted to feel the pain.

I knew I was getting my hopes up, I knew he could never love me, but did I listen? No I decided to hope and dream. I've been acting on blind courage, this is my fault. Stupid, how could I have been so stupid?

She was sitting on top of her skylight the thick glass cold on back of her thighs, she couldn't even move to the chair a foot away. The tears stung, they made it hard to breath and she knew he mascara was smeared everywhere by now, she didn't care. Another ache of sadness went through her as the thought of him flashed across her mind. She didn't want to be alone with the thoughts of him anymore, but who could she turn to?

Not Alya, she was asleep by now, not to mention would just yell and scream about how blind Adrien is and how he didn't deserve her. That kind of comfort was just not what she needed; she couldn't find it in her heart to be mad or angry at Adrien. Not Tiki she didn't want to listen to the "it will all be okay in the end" speech again, she wasn't feeling very optimistic at the moment.

Loneliness joined the storm of sadness inside and another wave of tears crashed through her body. She wanted to be sad, and for someone to understand that, and just be there. That is what Adrien would have done if he was here now. Even when he is the cause of all her pain, she wanted to be with him, be around him.

And now I have lost him forever…

"Stupid, stupid, stupid" She whimpered to herself

"Marinette?" A voice said.

A voice that for some reason, made her feel just a little bit okay. Her head shot up to look for the source and there he was, clad in black, green eyes glowing in the darkness, slipping over her balcony railing. She had felt so alone that his presence shocked her, but it soon faded and she became overwhelmed by relief that he was there.

"Chat!" she shouted, without even thinking about it she shot up and ran to him, tripping over her small table into him. She wrapped her arms around his waist and pulled him close burying her head into his chest, tears still falling but sobbing getting quieter. He was so warm despite the cold leather; she pulled him even closer treasuring his company.

Chat was surprised to say the least; he wasn't expecting to be welcomed so enthusiastically. He had a whole speech about how he was just wandering the city when he heard her and thought she might be in danger. Why would she be so excited to see him, he was basically a stranger to her, well Chat was anyway, so why was she so easy to run to him? He decided to dismiss the questions coming through his mind, she was so happy to see him after all, and he was right where he was needed. So he held her cradling her head as she let it out.

Marinette's mind finally caught up with her heart, as she realized what she was doing, not to mention what she must look like. She was used to being vulnerable around Chat, it sort of came with my life is in your hands territory. This was different, he wasn't used to seeing her like this, embarrassment in her actions flooded her body as she pushed herself away and pointlessly wiped at her eyes.

"Sorry… It's just…" she sighed deeply and felt a sob catch in her throat, she looked up stroking her arm for comfort.

"Bad night?" he asked cracking a sad smile at her.

She simply nodded puckering her upper lip in an attempt to hold back another sob but it escaped any way and she shook her head, still feeling lost in waves of sadness, he pulled her back to him holding her tight until she was breathing smoothly again.

"Sorr-ry I'm such a mess right now." She said sadly sniffling

"Don't be." He assured her while he took her by the shoulders and began to rub her arms to warm them. "Let's get you into something warmer" he said softly and sweetly "and a tissue before you start blowing snot bubbles" he chuckled

She felt a smile twitch on her lips as she shoved him playfully "gross." He reached for latch on her window and offered a hand downward. She took his hand holding her head high determined not to embarrass herself anymore then she had too. She made a decent landing despite the heals, she looked up to see his shifting eyes and twitching tail he looked like he didn't know what to do with himself.

"Stay right there, I will only be a second" she smiled and he seemed to relax nodding in gratitude.

Silly cat

Grabbing at the straps on her heals; she began to sift through her rollercoaster of emotions, happy and giddy about Chat and seeing this incredibly soft side, but beyond saddened by everything going on with Adrien. She tossed her heals down to the floor and climbed down the ladder to see Tiki fast asleep in her little nook by her sewing things. She slipped out of her blue dress and exchanged it for a big pink sweater and cotton bunny PJ bottoms. The warm clothes were already making her feel a little better; she dared to sneak into the downstairs bathroom hopefully not awaking her parents.

The florescent lights were unbearable on her already sore eyes. Looking at the girl in the mirror was very surreal, the girl staring back was sad, weak, and looked about 3 years younger. This was not the reflection of the super heroin of Paris, brave, kind, and unstoppable. This girl had stringy bits of hair flying out of half fallen up-do; she had a black smudge on her upper lip where a hand that was used to wipe mascara also wiped her nose. Her face was puffy and swollen and her eyes strained and red. This was a face of a heartbroken teenage girl.

She broke the eye contact with herself and turned to wash away the burning of her cheeks with some cool water. When her face was fresh and clear she stood a little taller and saw a semblance of that strong women peeking through. She tried to smile, but it just didn't feel right, not with the tingling of his touch still lingering. How was she supposed to get over him, when he had been all she could think about for so many years?

O0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o00o0o0o0o0o0o0o0o0o0o0o0o0o00o0o0o0o0o0o0o0o000

It didn't take long before he heard the clicking of the window and turned to see Marinette already looking better. He scurried to help her up, when she back on the balcony he pulled his hand away, her grip tightened, he looked at her curiously. She was looking at ground shuffling in her fuzzy black socks, and then Chat remembered their previous conversation that day about Chat and Ladybug.

Marinette has a crush on me He recalled all of me.

When she looked up at him there was a slight plea in her eyes, don't let go, so he didn't. He saw the sadness that still remained in those big beautiful blues, he opened his mouth to talk but she beat him to it.

"I know this is all kind of weird, I know you probably showed up here just to make sure I was okay, but…" She seemed so scared looking anywhere but him "Would you stay? I just don't want to be alone right now." She whispered daring to meet his eyes.

"Of course I'll stay!" he almost shouted, her eyes flew open in surprise "what kind of knight would I be if I left my princess to cry alone in her castle?" He said laughing off his over egger response hoping she hadn't noticed.

"I'm not your…" she looked him up and down and let out a flustered huff "Whatever, you coming in or what alley cat?"She said jumping back in the window.

"Inside?" he asked feeling his throat dry up, he had never been in a girls bedroom, alone, at night.

"Um yeah, I've been in the cold all night I want to get out of this damn wind, unless you want me to catch a cold." She shouted up to him from her bed.

"No, yeah, o-okay, sure." he agreed following her onto her squishy blankets and pillows.

They sat there in the soft lighting of lamps around the room, exchanging awkward glances. He moved first scooting next her, wrapping his arm around her shoulder pulling her close. She responded almost instantly leaning into the crook of his neck, he smelled so familiar, for some reason the sent brought fresh tears to her dry eyes.

"So… do you want to talk about it?" he asked hoping to help.

"… I don't know, it's dumb, I'm just being dumb." She mumbled dejectedly

"Hey." He said pulling away "Your feelings are valid, I'm sure that whatever made you upset is anything but dumb."

She laughed bitterly and he gave her a very stern gaze in return, she had no idea how much he knew that her feelings were valid, how could she?

None the less the serious expression on one so jovial surprised her "it's about a boy "she sighed leaning back into him. When met with silence she continued on "I feel like, maybe I said something that ended everything."

"What makes you say that?" He asked, though he desperately wanted to convince her otherwise.

"I finally got comfortable with him, and then…" her cheeks were wet again "I messed it all up thinking someone like him would want to be with someone like me." She didn't dare speak any more fearing her voice would betray her.

"What did you say, to mess it all up?" He asked choosing not to address the second part of the question just yet.

"I told him how I felt." She mumbled almost sounding angry.

"Did he not take it well?"

"It's not that."

"Then what?"

"Its me! I'm mad at myself, I waited too long, and someone else won his heart first."

"oh…"

"I was just so madly in love with him, I couldn't even talk to him, I was such a coward, and because I decided to be so recklessly brave I have lost him."

A silence enveloped them; she turned to see his eyes were wide open and his ears we flat in shock.

"What?" she asked defensively

"Yo-u-u said i-it was just a crush." He whispered not hearing the potentially identity revealing statement leaving his lips

"No I didn't" a look of confusion flashed across her face.

Yes you did. He defended luckily to himself this time.

"Besides if it was just a crush do you really think I would be reacting like this?"

He shook his head, his hair falling in his eyes "yeah you're right, I'm sorry I just assumed, silly me."

He wasn't able to processes all the thoughts flying through his head. She loves him, not a crush; she was wildly in love with him. Marinette loved him, and he broke her and pushed her away.

"Why are you looking at me like that?" Her tone shifting from confused to suspicious.

"Huh?" when he snapped out of it he realized he was staring "oh uh, sorry, you just know how to make a man jealous, seems some handsome prince has grabbed my princesses attention." He said with a cheesy grin.

"Oh my god, shut up" she said rolling her eyes

"But enough about me, I'm here for you." He said raising his arms in surrender "and I think what you did is amazing, and you defiantly shouldn't be beating yourself about being honest."

"I should, if it lost me the best thing that ever happened to me."

"Best thing?" He asked doubtfully

"You don't understand! I have never met someone so kind, genuine, and good, not to mention he is super dorky and funny. It's not only him but it's what we had, we could talk and joke around it all felt so special and I messed it up."

"But what if you didn't?!" he asked loudly

"SHHH" she hissed back covering his mouth "I still have parents downstairs, dummy"

"Sorry" He whispered sheepishly through her fingers

"It's okay…"

"Why don't you talk to him, maybe nothing has to change?"

"If I could barely talk to him before how am supposed to do it now? I can't even think about him without wanting to cry my eyes out how could I face him? I can't it's out of the question."

He could hear the steely determination in her voice, he also saw the broken look in her eyes and he knew she wasn't ready. It might be a long time before she could be around him again without his mask. "That's okay, these things take time, and maybe you can be friends again when you feel like you can talk to him on your own time."

"You make it sound so easy." She said lying down, her loose black hair fanning out on her pillow.

"I don't mean to, I'm sure it won't be." He said leaning on his elbow next to her.

"Well maybe you're right; maybe, just maybe I didn't ruin everything." She said hopefully with a small smile. She turned on her side to face him, tucking the hair that fell behind her freckled ear "Hey" she whispered quietly looking into his glowing green eyes.

He realized their proximity and the intimate silence that had filled air, and not for the first time that night he found guilt rising in his chest. He felt like a spy, how he could do this listen and advise, when he was directly involved. Everything he was doing felt wrong, how could he betray her like this hearing her innermost thoughts about him felt like he was invading her privacy.

"Thank you." She whispered still staring intently

"Huh?" he asked tearing himself away from his remorseful thoughts

"Thank you, really I mean it, I really needed someone tonight and…" she tucked her chin into the crook of her elbow bashfully "and I'm glad it was you."

"Anything for you princess." He said but it was more than a statement it was a promise.

She smiled and her eyes began to droop "I'm not your princess" she mumbled as she started to drift into deep well deserved sleep.

She was finally so peaceful and the swelling had begun to fade from her eyes, but that only made the ache in his chest worsen. If it wasn't for him she wouldn't have to feel all this. He kept thinking back to all the times Nino and Alya had shared looks of exasperation towards him and a new pain sank into his chest. For so long he had been so blind, blind to her feelings, to her beauty, to the girl that was really there and so distracted by someone who he didn't really know.

Ladybug… he didn't even know her real name, what her favorite color was, her likes and dislikes. How could he be so in love with someone he didn't know and so blind to someone he did? Leaning in close he placed a small pure kiss on her cheek "I promise I will make this right Marinette."

He sighed and slowly lifted himself up and was preparing to leave when he felt her movement next to him. She reached for his gloved hand and kissed it lightly "merci mon chaton" she whispered sleepily and let go of his hand turning over and burying herself in blankets. He smiled sadly and felt tears tease in his eyes he shook his head knowing if they started now they wouldn't stop.

Leaping into the night he felt hollow as he flew to his nearby mansion, the wind seam to blow right through him. He landed in his room without a flourish and detransformed, green light glowed faintly as Plagg appeared.

"I'm sorry kid, I know that was rough."

Adrien nodded somberly and tossed a cheese stick towards Plagg who ate it one gulp. He numbly went through his nightly routine of brushing his teeth and getting dressed for bed but when it came time to go to sleep it wouldn't come to him. So he sat on his bed knees pulled up to his chest and his eyebrows furrowed in thought.

He didn't even notice the tears falling down his cheeks as he silently cried for her. For her courage and her bravery, he cried for the rainy afternoons they will no longer have together, he cried because they lost what they had and it hurt. He wasn't sure what they had but he knew it was one of the best things to happen to him since… since Ladybug.

He wiped at his eyes as thoughts of her warm confidant smile flashed into his mind. A familiar warmth grew in his chest as he thought of her and all their recent interactions. He did love her, and even though he put himself and unfortunately Marinette through all this pain, if it meant that he could be with ladybug would it be worth it? There was only one way to find out, he must be brave like Marinette, he has to let her know.

"I waited too long, and someone else won his heart first" her words echoed in his mind.

I wonder if I wait any longer she will be won over by someone else… what if she is already with someone else?! He panicked for a moment as he thought about how he put Marinette through so much, for the prospect of a relationship with a woman who might already be in love with someone else. He couldn't allow that.

This is how I will fix it Marinette, I will tell Ladybug how I feel, do whatever I can to show you the kindness and patience you showed me, and to make things better between us not matter what.

"I promise princess" he mumbled before his tired eyes shut and sleep over took him.