The afternoon sun baked Marinette's face as people, laughter, and carnival noise swirled around her. It was late August. School would be starting soon. It was the last day of the fair. And she still hadn't had the courage to ask Adrien to come with her. They'd agreed to come as a group today, but Adrien told them he wouldn't be there until a little later. She sighed as she stared at Nino and Alya. They walked a few feet in front of her, just barely far enough apart for their hands not to accidentally touch as they walked.

The fair was a spectacular thing this year. It had an international theme, and there were vendors with authentic food from dozens of countries. There were games from all over the world. (Don't get her started on all the beautiful international outfits.) There was even an American-style Tunnel of Love. She eyed Alya and Nino again. Maybe she could get them on it and make her escape. Not that she didn't like spending time with her friends, but she was starting to feel like a third wheel. They kept smiling at each other, and she was wondering if they wouldn't be having a better time on their own.

She sighed again. If Adrien were there, she could ask him to wander off with her to leave them alone. He'd agree for their friends' sakes, and she'd get some alone time with him, no elaborate setup or nerve-wracking planning necessary.

Alya stopped in front of a large poster. "This is what I meant," she said, pointing to it. Marinette had to peek over their shoulders. France's representation at the international fair had been a lot of celebrating Ladybug and Cat Noir. The poster was for a Ladybug look-alike contest. A second poster next to it advertised a separate Cat Noir contest. That would explain all the cosplay they'd been seeing.

"Let's go check it out!" Alya said.

"Aren't those things kind of boring?" Nino asked. "Oh." He glanced over his shoulder at Marinette. "You'd probably like the costumes. Right?"

"Forget the costumes," Alya said. "What if Ladybug's there?" She bounced on her toes.

"Why on earth would Ladybug really be there?" Marinette asked. "She doesn't need to prove that she looks like herself." Not to mention it would be a huge security risk, especially with Alya there.

"They have to register for those," Alya continued with the beginning of a crazed glint in her eye. "She'd have to put her name on the list. Then, I would steal the list and find the winner's name! Foolproof!"

"No, it's not," Marinette said. "Neither of them are stupid enough to enter."

"You should enter one of those sometime, Marinette," Nino said.

"Yeah, you'd totally win, girl. Are you coming?" She'd grabbed Nino's arm and looked ready to drag him away. He blushed slightly.

"I'm kind of hungry," she said. "I'm going to check out the Chinese food. I haven't gotten any yet. Meet you there later?"

Alya really did drag Nino away then, not that he protested. Marinette groaned. No Adrien. No friends. She didn't have much of an appetite either, but she started wandering over to the food vendors just the same.

Now that she thought about it, there really were a lot of people dressed up like her. There were several dressed as Cat Noir, too. She counted them as she strolled through the fair, but she lost count around two dozen. Most were ridiculous, with missing pieces or the wrong fabric. Someone used black sweatpants as part of his costume, and one Ladybug had a black-spotted red sweater as part of hers. Marinette felt hotter just thinking about it.

A high-quality costume caught her eye, though. The wearer was bouncing up and down, hands clasped under his chin in excitement as a vendor handed him a giant bag of blue cotton candy. That kid must have been a teenager. Why was he so excited about simple cotton candy?

He thanked the vendor and turned her way, eagerly ripping open the bag. Her gaze must have drawn his, because he looked up at her. Wild, blonde hair. A very familiar face. Bright green eyes, but with normal whites and pupils. They widened when he recognized her, and she sucked in a fearful breath.

That wasn't just a teenager in a costume.

He waved hesitantly at her, and she responded by launching herself in his direction, skirting around oblivious fairgoers to the front of the line.

"How are- Ah!"

She shushed him and yanked him around the corner of the food stand, practically dragging him to the gap between two tents. People walked past, but no one looked at them.

"Cat Noir, what do you think you're doing?"

He opened his mouth to respond, but apparently couldn't think of anything to say, so he let it hang open for several seconds. "Marinette?" he finally asked. "Uh, what are you doing here?"

"I asked first." She crossed her arms. Dressing up as himself in public!

He cleared throat. "I'm not-"

"Stop it, Cat. I know it's you."

He seemed confused. Had he really thought no one was going to recognize him? "Uh, right. So, I'm... just Cat Noir. Sure."

"Obviously." Her gaze flickered back to the people walking past their hiding spot. There were so many of them. What if someone saw him? "What are on earth are you doing here dressed up like that? What if someone recognizes you?"

He grinned at her, the death grip on his cotton candy slackening. "I was on my way to the Cat Noir look-alike contest," he said, leaning his face toward hers. "Want to come watch me win?"

"No," she said, eyes narrowing. Never mind. I'm not stupid enough to enter the contest.

"Aw, why not, Princess? Don't you think my costume's good enough?" He gave her a pitiful, pleading frown.

"Because it's dangerous!" She resisted the urge to compliment his costume. It was very convincing, but he didn't need more reason to compete. "You'll get your secret identity blown."

"Will not," he said.

"Don't enter it."

"Already did," he said. "Come on!"

He grabbed her hand and started leading her back into the crowd. She followed behind in shock. "You entered- You told the contest officials your name?!"

"Of course not!" He navigated their way around a spilled container of popcorn and back into the crowd. He let go of her hand and threw his arm over her shoulders instead. "I gave them a fake name. I value my life."

Marinette took a step closer so she could quietly hiss, "Good. I don't want to see akumas start attacking you in your sleep and coming after your family."

"Forget akumas," he whispered back. "I meant Ladybug would kill me."

Marinette considered. "Yeah, probably."

There were so many ways this could go badly. This fair was packed with people. What if someone realized he was the real deal and pickpocketed his ID? What if someone followed him home after he won?

"Want some cotton candy?" He straightened out and let go of her, apparently content that she was coming along for the ride. Oh, yes, she was coming along. The more time to convince him that this was a stupid, dangerous idea.

"What if you run into someone you know?" she asked while taking a piece of the candy from him. It was sticky and too sweet. "What if they recognize you?"

"Don't worry," he said, popping a piece of cotton candy into his mouth. He stopped walking. "This is so good!"

"Why shouldn't I worry?" she asked.

"Because I ran into a friend of mine already," he said. "She-"

"What? And she didn't-"

"Yup. A good friend of mine." His eyes softened and his lips quirked up into a smile. "One of my favorite classmates, actually."

Just a friend, huh? She didn't buy it. Not with the expression that he was making. She frowned, which only make Cat Noir's smile grow. "I thought I was caught for sure, but I talked to her for a while and she had no idea who I was. I think I'm safe." He grabbed another piece of the cotton candy. "I think I'm going to buy another one of these and stash it in my room. This is amazing."

Cat Noir: one.

Marinette: zero.

Logic wasn't going to work on him, apparently. Unsurprisingly. She'd have to try something else. They wandered through the crowd together while Marinette's mind raced. Could she convince him there was an akuma attack somewhere to distract him? No, he'd probably see through that. And anyway, she wasn't sure where they were headed, so she couldn't lead him in the wrong direction.

He ran his hand through his hair, carefully avoiding his authentic-looking cat ears. She finally glanced down at his costume. It was very detailed. His ring looked convincing, though it was probably a fake. Her earrings changed color when inhabited by Tikki, so she assumed that when he wasn't transformed, his ring wasn't black and green, like the one currently on his finger was. But a civilian shouldn't know that.

"Is that your miraculous?" she asked, pointing to it.

"Nope." He patted one of his front pockets.

"Did you make sure that pocket doesn't have a hole in it?"

He put a hand to his chest in mock offense. "Don't you trust me?"

She poked his shoulder. "Not in the slightest."

"Meow-ch. Let me assure you that there's no way I would let that ring get lost," he said. "What time is it?"

"Almost ten of," she responded, glancing at her phone.

"Ten minutes," he said. "We have to hurry."

Ten minutes. If she could just delay him long enough, he'd miss the beginning of the contest and disqualify himself. There was plenty here to draw his attention, but what would truly make him lose track of time?

Splashes of red and blue and white stars signaled that the aisle they turned down was the entrance to the American part of the fair. Music with lyrics she couldn't understand blared loudly. The smells of salt and grease hit her nose. Ah ha! Food would distract her cat. "Have you ever tried fried dough?" she asked.

"No. What's that?"

"You haven't?" She put a hand over her mouth, trying to sound convincingly scandalized. "It's just the most amazing thing ever!" Okay, maybe she was overselling it, but he did seem interested. It was her turn to throw an arm around him and guide him through the crowd, but he stopped after a few steps. "It's deep fried." She tugged on his arm to get him to hurry up, but he didn't budge. "They cover it with powered sugar," she added when she realized he wasn't going to cooperate. "I know you want some."

"Are you trying to sabotage my chances of winning, Princess? I thought we were friends."

A voice crackled over the speakers, interrupting them. "The Cat Noir look-alike contest will begin in ten minutes. All who wish to compete, please report to the stage."
Cat Noir pointed ahead of them. "I'm going. You'll have to cat-ch up with me if you want to stop me!" She groaned, and he jumped away as she swiped out to grab him and missed.

Cat Noir: two.

Marinette: still zero.

He didn't run too far from her, content to wait a few feet away and mess up his hair again. "Why are you doing that?" she asked.

He shrugged. "I actually had to mess it up on purpose to get it to look this way. I'd look too recognizable with it the normal way."

Could she get him to a hair salon, then? No, that idea was stupid. She had to try something else.

"What if your mask falls off while you're on stage? What then?" Most of the masks she had seen were tied on, but not his. "How is that staying on your face, anyway?"

He took another bit of cotton candy and held the bag out to her. It was already half gone. "My magnetic personality."

"No, really. If it's not attached securely-"

"What? Don't you think I'm attractive?"

She stuck out her tongue at the pun. "If I say yes, will you forget the contest?"

"No way."

"Then no."

"Aw."

The next section they passed through was full of games. It wouldn't be as distracting as food, but she could make it work. "Look!" she said, pointing at the first booth she saw. "Look what you could win!" She stopped when she actually saw what the prizes were. It was all Ladybug and Cat Noir souvenirs. Hats, t-shits, and some giant stuffed dolls that were modeled after them.

She was suddenly sorry she'd pointed it out, but Cat Noir started laughing. "These are great. Oh, I should get some of these for My Lady."

She covered her mouth to keep in the words, "Please don't." But she'd accept whatever he gave her with grace if he stayed here for another – she checked the time – six minutes and won it for her instead of going to the contest. Her heart thumped uncomfortably for him. Just stay here and play the game, Kitty. Please.

"We should come back here to celebrate my big win. What do you say?"

Her heart sank.

Cat Noir: three.

Marinette: big, fat zero.

They were almost there, and Marinette's pulse was in her throat. He was going to get himself caught. He'd be exposed, and Hawk Moth would hear that the real Cat Noir was there, and he'd send an akuma to capture him, and the watching crowd would stop her from transforming to help. She had to keep him away from the contest.

Ahead of them, the flags changed from stars and stripes to bands of blue, white, and red. They were about to re-enter France's section of the fair. This was where she'd last seen Alya and Nino. Alya... was at the fair today. What if they ran into her? What if she discovered his secret identity and posted it on the blog?

"Almost there," he said. "That's where I registered." He pointed to a large stage at the end of the aisle. A stage hand was carrying a large cardboard cutout of Cat Noir, but Marinette's attention was on the Tunnel of Love to their right. Yes! Perfect!

"Cat Noir, look!"

"Marinette," he whined.

"No, really, look!"

His eyes followed her outstretched fingers. It was one of the only solid structures that had been erected for the fair, and it was painted different shades of pink and covered with hearts and arrows. The line was short and mostly made of couples holding hands and smiling at each other.

"Come on, you know you want to go with me!"

For one brief, hopeful second, she thought she had him. He glanced over at her, then back in the direction of the contest, then at the tunnel. He didn't look at her again.

"Thanks," he said, "but not right now."

Her stomach twisted with anxiety.

Cat Noir: Four.

Marinette: Seriously?

She tried to shush the tiny sting of rejectio- No. Disappointment. Wait, no! NO. Annoyance! Annoyance was what she was feeling, because her plan to protect him was failing, not because he didn't want to go though the stupid tunnel with her. She was doubly annoyed that he'd somehow got her thinking like this without even trying. She wanted to stomp her foot in frustration, but she had to focus on her mission. Distract him.

"Maybe if you were Ladybug, I'd go." He winked at her and started to walk away. She'd never really wanted to tell him her identity before, but she was fighting off the urge now. So he would listen to her, so she could protect him. Definitely not so they could be together in the Tunnel of Love. Absolutely not.

"You're a very frustrating person, Cat Noir," she said, stomping after him.

"I try."

"Believe me, you don't need to."

He only chuckled and offered her the last piece of cotton candy. She shook her head. Her appetite was completely gone.

Each additional step they took toward the contest was another nervous butterfly added to the collection in her stomach. Could she just grab him and drag him away? Would he let her? She tried keeping an eye on the crowd around them, but there was so many people. Marinette couldn't help but bump into several of them, and each time she did, they would glance their way. Every time someone looked at him, it increased the chance that he would be recognized. Think, Marinette. You're Ladybug. You can find a way to protect your partner... Right?

The stage ahead of them was already thronged with people. Three people with clipboards were standing on the stage; she assumed they were judges. The cardboard cutout she had seen earlier was propped up, and a second, featuring Ladybug and Cat Noir together, had been set up on the other end.

They reached the contest with only moments to spare, and the poor quality of the competitors started making her nervous. There was a lot of black, there were a lot of masks, but beyond the basics, people didn't get much right. Didn't these people look up any reference images when putting together their costumes? Really. Someone forgot the ears. Someone else forgot the tail. Another was wearing bright red sneakers. A fourth was about a foot too tall, though she supposed she couldn't hold that against him.

The real Cat Noir's costume was the best. It was perfect down to the most specific of details, from the piping, the claws on his fingertips, and even the shape of his mask.

"Aw!" he said, pointing to the stage. One of the boys pressed a button on his staff and it popped open, extending about a foot in length. "I wished this one actually worked." He reached around and tapped the baton stashed against his back. He walked toward the stairs leading up to the stage, pulling a piece of paper out of his pocket and pinning it to his chest. On it was a large ten, his registration number.

"Yours is the best costume," she said.

"Thanks," he said.

"No," she said, grabbing his arm. "I mean, you're going to win."

"Thanks?" he said again, slowly.

"Please, don't enter. Please." She was out of ideas, out of options, out of time. He stopped and turned to her, foot on the bottom step. "This isn't safe. I'm worried about you. Please, as a friend, I'm asking you not to do this. I don't want you to get hurt."

He held her gaze, frowning slightly. One of the officials jumped up onto the stage, calling for any last competitors to make their way to the front.

Cat Noir sighed. "All right."

She hadn't realized how tightly she was grabbing his arm until she let go in relief.

Cat Noir: Four.

Marinette: One, but it was the only one that mattered. He lifted his foot off the bottom step.

"Come on, you! Hurry up!" a woman said. She was tall and blond and carried a clipboard. A headband with black cat ears was perched on her head, and she grabbed Cat Noir and pulled him up the stairs with her. "We have to get started." She set him in the line and consulted the clipboard. "I think that's everyone," she said to one of the other judges.

Marinette's throat closed up in fear. Cat Noir was on stage. What if someone recognized him? There were plenty of people here. Someone watching was bound to know him as a civilian. The person next to her pulled out a camera and started snapping pictures. She wrapped her arms around herself, but it wasn't very comforting.

Cat Noir saw and shrugged his shoulders in apology, then gave her a thumbs up. That didn't make her feel any better either. There had to be something she could do to help. Hide the list of names? Interrupt the contest?

She jostled her way to the front of the stage. The woman who had dragged Cat Noir up with her started to announce the rules. There were three rounds. The first two would be up to the crowd, who'd eventually pick five finalists. The ultimate decision would be up to the judges. She pointed to four other people on the edge of the stage, the only ones up there not in costume. Marinette glared at them, willing them to pick anyone but her partner.

The crowd started shouting the numbers for the costume they thought were the best. Lots of people were shouting for number ten. Cat Noir laughed and waved every time he heard it. He didn't seem concerned. He also didn't hear her when she called out every number except for his.

People were sent off the stage one by one. Fewer than half of the contestants, only fifteen people, were left after just a few minutes. The real Cat Noir was one of them. Marinette started to wring her hands. Tikki was there with her, still hiding in her purse. Should she ask the kwami what she should do? No, someone would be sure to see.

The second round started; this one was based off of the crowd's applause and boos.

"Let's start at the end of the line!" the woman shouted over the audience. "Who thinks number twenty-nine deserves to be in the finals?"

Marinette cheered loudly, but she was drowned out by the boos.

"How about number twenty-six?"

They went up the line. She kept her eyes on Cat Noir, who seemed perfectly calm. He clapped politely for all his opponents, one of the only contestants who did so.

"Number ten?"

Her heart thrummed loudly in her ears, but not loudly enough to drown out the thunderous applause he got. "Boo!" Marinette shouted, a solo voice. Cat Noir managed to her and frowned, wiping away a fake tear. She mouthed "sorry" at him, and he smiled and waved her apology off.

In the end, he made it to the final round with only four other contestants. The judges weaved through the contestants, sizing them all up, pointing and sometimes prodding. Was it her imagination, or were they paying special attention to Cat Noir? Did they suspect something? She pulled on her pigtails out of anxiety.

The other costumes were good, but his was the only one that was great. He was going to win. Oh no, he was going to win! And there was nothing she could do to stop it. She balled her hands into fists to keep them from shaking. She bounced on the balls of her feet. She toyed with the idea of running up onto the stage and just snatching him off. Would that make it obvious who he was?

Maybe no one would realize he was the real deal, she reasoned. Lots of boys were blond. He was just another kid who looked like Cat Noir... suspiciously like Cat Noir. She just prayed Alya wouldn't show up.

The judges had finished their individual assessments and were huddled together. Marinette sucked in a breath when they broke apart to reveal the final decision. Cat Noir looked fine. Not nervous in the slightest. How could he be so calm about this?

Cheers arose from the crowd as one of the judges - a short, balding man with glasses too big for his face - stepped forward and held up his clipboard. "We have a winner!" he announced. The line of five Cat Noirs leaned in as one, ready to hear the proclamation. "Everyone had great costumes, and the crowd made it hard for us." He gestured out to the audience, and they all cheered even more loudly. All except for Marinette. She closed her eyes in defeat. "The winner of the Cat Noir look-alike contest is... Number Thirteen!"

"What?!" Marinette shrieked, eyes snapping open. "Are you serious!" Were the judges blind?! The crowd cheered, and she saw the real Cat Noir laugh and shake the hand of the contestant next to him, the really tall boy she had seen earlier. His costume was okay, but the fabric was all wrong, and his details were definitely lacking. How on earth had he won?

It took her a few seconds to realize her hands were shaking. It took her a few seconds longer to realize it was from relief. Cat Noir hadn't won. Even if someone learned his civilian name now, he'd have an easy time convincing them he wasn't secretly a superhero. He didn't look enough like Cat Noir to win a simple contest. He was safe from prying eyes and his own stupidity.

As the crowd started to disperse, she pushed her way onto the stage. Cat Noir grabbed her as soon as she was close enough and wrapped her in a crushing hug. She didn't resist. "And you were so worried," he said. His breath tickled her ear. "See? Nothing happened."

"You were really lucky," she mumbled into his shoulder. "Don't do that again."

He gave her a quick squeeze. "I won't," he said, then held her out at arm's length, clawed hands resting lightly on her shoulders. "Thank you for worrying about me, Princess."

"You know, I'm really surprised no one recognized you for who you are."

"I can't believe you did so easily," he shot back.

She glanced around at the contestants surrounding them. Now that the contest was over, the crowd was dispersing, ready to go onto the next fun thing. No one looked their way.

No one had recognized him. No one had recognized him! It was a great relief, but also surprising. The tall winner was laughing at something one of the judges had said.

"I can't believe I lost," Cat Noir said, following her gaze. "He doesn't look much like me."

"The details on his suit aren't as good as yours, either." She flicked his bell, grinning at the ring that she got in return. "I think you're the only one that got the exact shape of your collar right."

"Oh, you're an expert on the finer points of my suit, are you?" He bumped her shoulder. "You must spend a lot of free time staring at pictures of me." He wiggled his eyebrows at her.

"No!" she said quickly. "Uh, Alya. I help her with the Ladyblog, and there are lots of pictures."

"So you don't stare at pictures of me because Alya's blog has a lot of pictures of me. That's not exactly a convincing counterargument." He reached over to grab her hand, but she snatched it away, searching for a better explanation.

"There!" She pointed at the cut-out of him. "You're the best comparison. Obviously. That's how I know."

He didn't bother to look at it, instead leaning forward with a smirk. "Changing your story is a clear indication of lying."

She was saved from having to splutter out a response by the judge with the large glasses, who walked over just in time. "You have a fantastic costume, my boy," he said, shaking Cat Noir's hand enthusiastically. "Easily the best one."

"So why didn't he win then?" Marinette asked, focusing all her attention on him and trying to will the pink to leave her cheeks.

"Oh, so now you wanted me to win?" Cat Noir asked.

"No way."

The judge chuckled at them. "It wasn't totally based on the costume." He let them glance over his clipboard, which had columns for different criteria. "The clothing was only one piece. Physical characteristics played a large role, as well. You just aren't tall enough to pull off a convincing Cat Noir." He shook their hands one last time and headed toward the stairs.

Cat Noir huffed. "Not tall enough? I look taller in all the pictures because I stand next to Ladybug. I can't help it if she's a midget."

"Uh, yup," Marinette said, clenching her hands with the effort to not defend herself. "She's... pretty short."

He offered her his arm and guided her away from the stage. Was it just her imagination, or did the fair suddenly seem a lot less claustrophobic? The atmosphere was calm and relaxing, though still loud. People laughed and children shrieked with delight. She took a deep breath, letting the relief wash through her. Everything was fine. It was going to be okay.

"I do want to try some of that fried dough," Cat Noir finally said. "And I should pick something up for Plagg. He's probably hungry."

"Plagg?" she asked. "Is that your kwami? What does he eat?"

"He loves cheese," he replied.

"Cheese?" Marinette made a mental note to start packing it in her purse along with Tikki's emergency cookies.

"Yeah. His favorite is Cam...em.." Cat Noir's voice trailed off, and he stop walking in the middle of the lane. The crowd parted and flowed around them.

"What's wrong?" she asked. He simply stared ahead of them, face blank. She gripped his arm tighter. "Kitty?"

"Marinette," he finally said without looking at her. "How do you know what a kwami is?"

"What? I don't-" Her eyes widened when she realized what she'd said. "Uh, I, heard it... she... I-" He turned to her, and she watched nervously as his gaze roamed over her face, taking in her hair, her height, her freckles, her eye color. He stopped there, eyes locked with hers. He'd recognized her. She could see it in the small smile that was starting to creep across his face.

She was sputtering unintelligible explanations as panicked thoughts bubbled to the surface, boiling and spilling over. All that, all that worrying that he was going to expose himself. All those failed plans to keep him safe. What would happen now? Had she put him in danger? Were they both in danger? How would this change their partnership? She was still making incoherent noise, and she buried her face in her palms to try to stop it.

"Hey," Cat Noir said. She felt a warm hand on her shoulder. "Hey, it's okay." He pried her fingers away from her face and leaned in close enough to nearly brush his nose against hers. "Everything's fine, Marinette. Don't worry. Your secret is safe with me."

He smiled at her reassuringly, and the vice around her heart loosened very slightly. "Thanks." Her voice was shaky, but she gave his fingers a quick squeeze of thanks. "I know. I know it is. It's just-"

"I promise I won't tell Ladybug that you're secretly Hawk Moth."

The rest of her sentence died on her tongue, and she stood there with her mouth hanging open until he winked at her.

"Oh, ha ha. You're hilarious."

"Thanks," he said.

She still felt unsettled and a bit exposed, but he'd effectively cut off her panic attack. As she took his offered arm, she was reminded that this was her partner. They could get through anything together. Her grip on him tightened.

"Now, I think I promised to win you some carnival prizes, My Lady."

Author's note: I'm back! I am publicly announcing now that I'll have a new story up in two weeks, because apparently the only way I get things done is if I have external deadlines. :D

Shout out to the wonderful Mia (triscuit-cafe . tumblr . com), who gave me permission to use her Marichat picture as the thumbnail for this story! Thanks!