"Oh Chat… I like someone else."

The words echoed around them into the stagnant night air. Chat could simultaneously feel a rock plummet into his stomach and a tight ball form around his throat. No- he was not going to cry- he was not going to lose it here. So his Lady liked someone else; it's not the end of the world. He wasn't entitled to her feeling the same way about him- it just hurt.

Pushing away the hallow feeling in his chest, Chat made his best effort to reform the grimace on his face into a passable smile. He had the experience from modeling that almost made it seem like he was okay. Ladybug was giving him that look though- that softening in her eyes as she looked steadily back at him. He knew that she would be resolute in what she had just murmured, but that look in her eyes told him that she didn't mean to hurt him… and it made the ball around his vocal cords tighten just a little more.

"Oh," he finally managed to croak out, "That's- it's alright m'lady. I just wanted you to know- I mean, I couldn't keep my feelings to myself any longer. I- I'm glad that you know a-and that I know now too." His composure was slipping; the hallow feeling in his chest was becoming more prominent and more painful. Looking at her standing across from him, her silhouette back lit by the moon, Paris spread out around them… it was too much from him to see her now and to yearn for her the way that he did.

Chat knew that he needed to get away quickly- he didn't want her to see how much this affected him- he didn't want her to ever know how much his heart ached from her. "You'll" the words stuck in his throat, "you'll still be my friend, won't you m'lady? I-I don't want this to change anything between us…"

"Of course, you silly cat. You're one of my best friends." Her low murmured words were enough to pull a small, tired smile onto his lips. "I don't want to ever lose you, Chat."

He was able to pull together whatever composure he had left and bowed charmingly. "Then you never shall." The words rang true in his own mind- he would never be able to leave his Lady; she was one of his best, and only, friends. If that was all she would ever want from him, he would gladly stay and be her friend. "I fear I must take my leave for the night. My kwami must be hungry a-and I should go find him something to e-eat."

At her hesitant nod, they both said farewell and Chat took off. He wasn't sure where he was going- the ache in his chest was getting worse and the tight ball in his throat was beginning to grow once more. His mind was blissfully blank as he pounced and leaped himself across the city. It wasn't until his vision began to blur that the young super hero dropped gracefully from the sky into an empty alley way.

His steps were slow- his hand ghosting across the wall of the building next to him in case his legs gave way- he made it to the other side of the large, green dumpster before leaning his back against the wall and sliding down. His shoulders caved in around him as he buried his head into his two clawed hands resting between his bent knees.

And he cried. Chat heaved air around the ball rising ever higher in his throat. Great sobs wracked through his body and escaped past his trembling mouth. He felt the pain now. The pain that he knew was possible- the pain that he had feared.

As he cried and let the pain have him, just for the moment- he thought about all of the plans that he had made. Tonight was the night that Chat had been working up to for months now. He knew that he liked his Lady from the very beginning, but slowly he came to really love her- and tonight had been his night to tell her.

"Oh Chat… I like someone else."

He knew it was an option. He knew that she had a life outside of their partnership. He knew that she was amazing and that surely he wasn't the only one to see that. But- he had hoped. Hoped that she had felt the same way- or that she could feel the same way. It was the hope that hurt the worst. The buildup of so many "maybes" and "what ifs" that found him alone in an alleyway feeling as though his chest were torn open.

He couldn't resent her for it though; he'd never resent her for telling him the truth. He just- he just needed time to feel the hurt and then he could work on moving past it. He just needed a few moments to mourn what he had been hoping for.

Thoughts chased themselves around his mind like a cat and mouse. He was stuck on a loop of heartbreak and pain. It wasn't until a loud gasp cut through the night that he even remembered that other people existed.

"C-Chat Noir?" His heart plummeted as his head snapped up to meet the intense bluebell eyes of his classmate, Marinette. Of course, she didn't know that they were classmates- no, to her he was just a super hero who saved Paris.

"P-princess?" The word escaped half choked out and broken as his eyes welled with tears once more. "What- what are you doing out this late? Y-you should be home." It was hard to force the sentence out- he sounded pathetic to his own ears, so he could only imagine what he must look like to Marinette. Sweet Marinette, one of his only true friends at school even if she had a hard time talking to him- he may be in pain right now, but he had to make sure she got home.

The girl in question made now reply as she slowly made her way over to the blonde boy. Her eyes were filled with worry as she kneeled in front of him and gently brushed the bangs from in front of his eyes. "Oh Kitty, I am home- you're outside of my parents bakery- I heard a noise down here a-and I wanted to make sure everything- that no one was-" Her words broke off as tears welled up in her own eyes; lunging forward, the bluenette wrapped her arms around him and brought his head to her chest.

Chat stiffened for a few moments- he wasn't used to being this physically close to anyone- but as soon as the shock wore off, his arms snaked their way out around her back, clutching her back just as fiercely as she was holding him, and then he cried.

He cried harder than he had when he had been alone. Something about the soft, caring reassurances that Marinette was murmuring against his hair, about how it would be alright, broke him to a point that he'd never been before. He couldn't even remember being this upset when his mom had disappeared.

Chat focused on the beating of Marinette's heart- he could hear its steady rhythm pulsing beneath the sound of his own wails- it was soothing. So were her hands. One was on the back of his head, petting the hair down as she continued her murmurs. The other was gripping behind his shoulder, strong and sturdy and unmoving- it grounded him. He realized how tightly he was gripping around her back and how she was on her knees in front of him with his head still resting on her chest, listening to her heartbeat and the soft tones of her voice. Idly, he wondered if she was uncomfortable; being on your knees in an alley way couldn't be the most luxurious position- even his butt was beginning to feel the cold, rocky surface.

His grip loosened. How long had he been here? How long ago had Marinette come upon him? Chat had no idea. A small bubble of shame was beginning to work its way next to the hollow, empty feeling in his chest. He shouldn't have been so careless with where he had ended up- he should have found somewhere that a civilian wouldn't have found him. He shouldn't have been caught crying- no one was supposed to see a hero like that.

"I'm sorry Princess," his words were heavy with despair, "I've kept you out long enough. Thank you for your kindness to this lowly alley chat." It couldn't hurt to throw in some word play- maybe if he did, she wouldn't look at him with eyes full of pity when she pulled away.

Her small chuckle was enough for him to lean back from her grasp. Those beautiful blue eyes were now dry and held only a lingering hint of worry- no pity to be found. He should have known, really, Marinette was far too caring for pity; she had been ever since he had first met her.

"You're more of a tom cat with the way your strut around, Chat," she declared with a playful glint in her eye. "And as I told you before, I'm home now- no need to worry about keeping me out late. Although, my parents may be asleep by this time- do you mind depositing me on the terrace? I'd hate to interrupt what little sleep they manage before waking up to get the bakery ready."

He was already nodding along to her request- how could he not? She'd spent so much time just being there for him… how does one really show their appreciation for that? No really; what was he supposed to do now? Now that he had calmed down, the pain in his chest was a dull ache- no one had ever comforted him the way that she had, and Chat didn't know what to say to her.

Silently, he stepped forward and scooped her into his arms. She was heavier than he anticipated, but he was still able to easily jump onto the dumpster and, upon spotting it, up to her flower filled balcony. Placing her gently upon her feet once more, he stood in silence, averting his eyes.

"Kitty," Her voice was laced with concern, "I-if you ever need to talk to someone, I mean, if you wanted to- I'm sure you have plenty of people to talk to… but if you need one more-," he felt her small hand under his chin as she directed him to look at her, "I'm here."

The sincerity in her gaze was enough to make his heart skip. It wasn't like the thuds against his rib cage that his Lady was able to produce, but this kind, caring girl in front of him had always been able to catch him off guard. Chat stared in wonder at her a few seconds more before lightly smiling. He knew Marinette was a good friend, he just hadn't been able to witness it as clearly while he was just Adrian. Perhaps, this was an opportunity for him to really get to know her better without all of the stutters and awkwardness.

"You're kindness astounds me Princess; you are true royalty through and through. How can I paw-sibly pass up on an open invitation to chat with someone as wonderful as thee?" He swelled with pride as she rolled her eyes towards his puns, not because she was unamused, but because Chat could see the small, flustered blush spread across her cheekbones.

It was at that moment, that his miraculous beeped signaling a tired out Plagg; underneath the mask, Adrian couldn't blame him- the exhaustion of such an emotionally wracked day was enough to leave him dead on his feet.

"Ah, I must be off before I litter-ally let the cat out of the bag." He pulled up enough of his Chat-like charm to grab her hand and place a soft kiss against her knuckles before backing his way up to the edge of her balcony. He saw her small wave, heard her "until next time Char Noir", and offered up his own small smile and "goodnight Princess", before once more heading out into the night.

The trip home was tiring- he was already so tired that each leap felt one hundred times harder. It was with great relief that Chat arrived at his open window, climbed silently into his room, and released his transformation.

He was already holding up a slice of Plagg's favorite cheese before the small cat kwami could open his mouth. His small partner's eyes gazed at him unsteadily as the two climbed into bed.

"How are you feeling, kid?" He murmured softly looking down from his position on Adrian's chest.

"Hurt- just… hurt." He felt so small in that moment- the room was too big, the house was too big, and his feelings were too big. "I think I just need some time though. I knew there was a possibility that she didn't feel the same- I had just been hoping…"

"It will be alright, Adrian; I know it hurts now, but at least you have good friends to help you out." His littlest friend nuzzled into the crook of his neck and Adrian could smell the pungent odor of the cheese, but right now it was more of a comfort and less of an annoyance.

"You're right Plagg, thank you for being here for me." He felt Plagg's nod as the two of them fell into silence. Sighing, Adrian thought of Marinette and how much of a comfort her embrace had been as well. Maybe he should get her a gift to thank her. Maybe he'd swing by tomorrow evening after school. Maybe he'd try and see if he could talk to her tomorrow in school without bringing out her stammers.

Thinking about her kind eyes and soft features, Adrian thought that maybe being turned down by his Lady wasn't the worst thing- maybe it could be the start of something new.