Marinette POV

How did I end up in this situation?

Marinette inwardly frowned to herself, laying with her back flat on the floor of her balcony, staring at the stars. Beside her was Chat Noir, absorbed in thought, the moonlight reflecting off his shiny black leather-clad body. His arms lay gently across his stomach and he gazed blankly at the sky as if it were something he had seen one too many times. She turned to look at him.

"So, why tell me all this, Chat?" she asked. After the incident with the spray bottle earlier, Chat had gotten a serious look on his face and very sheepishly asked if she would be willing to let him use her shoulder. She had nearly fallen off the roof.

When I said find yourself a friend, Chat, I didn't mean ME! I specifically said NOT ME. Well, not Ladybug at least. I guess that's what I get for opening my big mouth.

She couldn't just turn him away. Not with that dejected look in his too-green eyes that wouldn't meet hers until he heard an answer. She couldn't bear to hurt him twice. At least this way, he would be less likely to learn her identity as Ladybug.

She had agreed to hear what he had to say, offering for him to take a seat on the floor beside her. He accepted the offer and before long they were both laying on their backs, talking like long lost friends.

He had started by telling her that he had a terrible day, and without thinking his feet carried him to the top of this bakery. He admitted that he hadn't known that this was the home of "a princess" while waggling his eyebrows at her. He nearly got swatted in the head for that, but he managed to dodge. He felt like if he talked to his real-world friends about it, it would become a burden to them to listen.

"Chat, if they're really your friends, they'll gladly listen and offer any advice they can to you." She tried to argue, but he shook his head.

"They can't really know everything I'm feeling though, because they don't know that I'm Chat Noir." He sighed.

"So, this has something to do with your superhero alter ego?"

"Sort of. My problem is I just can't stand myself in real life. It just feels so fake – so plastic. Sometimes I wonder if my relationship with my friends is real. I wonder if my life is real or if I just imagined it. And then I become Chat Noir… and that's when I know I'm truly alive." He looked so inspired and confident in that moment. She waited for him to continue.

"I just want to be Chat Noir all the time. It's who I really am. My real self is my secret identity and I was Chat all along." He frowned. "But I can't. My Father has… let's call it high expectations of me. I have to make somebody of myself to please him."

Reminds me of someone else I know. She thought.

He went on, "When I'm Chat, I can leap and run and fly through Paris with My L- I mean with Ladybug. I can throw out my puns, which she hates as much as you do," he snickered, "and I get to spend my time with the most amazing girl I've ever met." At that statement, he got a lovestruck look on his face and she had to struggle not to blush in front of him. Marinette was thankful it was dark out.

"I just don't know what to do. I wish I could abandon my real life."

"Chat, have you ever thought about trying to strengthen your relationship with your friends in real life?"

He sat upright.

"I don't know how to do that!" he threw his hands in the air, frustrated. "I feel like I've hit a wall sometimes and I just can't get any further."

"Don't you think maybe you built that wall?"

He looked as if heart stopped. Chat turned to look at her, cat ears drooped.

"…I did?" his green eyes searched her blue depths for an explanation. She shrugged.

"From what it sounds like, you try so hard to push your relationship with Ladybug that it's all that you can think about. It's all you put effort into. If you toned that down a bit, and put more effort into your real-life friendships, maybe you could make progress and feel more like you have a reason to be your real self, without the mask."

Chat POV

There it is, that soul-searching gaze of hers. She knew everything. She had to. How else could she have shot an arrow through his heart like that? Was he really creating a barrier between himself and Nino? Between himself as Adrien and Marinette? Even Alya? Could having true friends in real life really be as great as being Chat Noir? Probably not.

"But… I still don't know how to do that." He looked down at his hands.

"Well, think about all the things you try to do to impress Ladybug, to sway her to be your friend and not just your partner, and put those tools to use with your friends in real life – minus all the flirting of course." she giggled.

He wished he could tell her. He wasn't sure what had come over him in that moment, but he wanted so badly to reveal himself to her as Adrien, so she could see how ironic it was that she was telling him to 'woo' her friendship. But he reminded himself that was a bad idea and would totally defeat the purpose of trying to open up to her and his other classmates as Adrien.

"So… I need to distance myself from Chat Noir, and focus on being myself through my real-life self?"

She sweat-dropped. "When you put it that way, you're making my super great advice sound like gibberish."

He put his head in his hands, "Ah, I'm sorry, Princess. It's just such a simple concept; I don't know why I couldn't have thought of it myself."

Cool fingers touched his hands through the gloves, pulling his fingers away from his face. When he opened his eyes, he saw she had righted herself, now seated across from him and searching his soul again with those deep ocean eyes.

His breath hitched, just now taking in just how beautiful her face was. The moonlight lit up her pale skin in the darkness, her cheeks slightly pink and her long lashes gazing at him. She looked at him with so much warmth that he could feel it tingling from his belly all the way to the back of his neck, where his hair stood on end. He knew if there was enough light she would see his ears reddening. He shook from his stupor when she spoke, releasing a breath he didn't know he was holding.

"Sometimes we all need someone, Chat. We are social beings and can't always figure everything out by ourselves." Marinette took a soft breath, not releasing his hands or breaking her eye contact with him. "We need shoulders to cry on, faces to smile at, necks to hug," she looked down at her hands that were now cradling his, gently rubbing her thumbs in circles on the smooth leather of his clawed hands, "hands to hold."

Her last words were almost a whisper, and he looked down at their hands. When was the last time he had closeness with someone like this? It was nice, comforting, and for once it didn't feel awkward at all. Where was this Marinette at school? Is this why everyone – minus Chloe – likes her so much? He was starting to understand.

Suddenly she turned red and released his hands. "I'm sorry." She looked away and wrung her hands together. The loss of their warmth was disappointing.

"No, don't be." His voice came out hoarser than he thought it would. He cleared his throat. "I really appreciate your advice, Princess." He reached out to touch her chin, directing her to look back at him.

She had the beginnings of tears in her eyes. Panic rose in him, what happened?

"What's wrong?" He asked, startled. She quickly wiped away the droplets before they could fall.

"I'm sorry, Chat. Here we are supposed to be talking about you, and I'm thinking about myself and others…" she laughed, an empty one. "I guess I just can't help it."

"Well, you know this friendship thing goes both ways, Princess. You can talk to me about anything." He stared into her eyes with determination. She kept her word and heard all his complaints, all his insecurities. He could listen to hers.

"Really?" she sniffed. Wow, she was really upset about something.

He nodded, and indicated for her to sit next to him, as she had done for him earlier. She sat down and let out a sigh.

"I guess our talk just had me thinking about a friend of mine. Well, not really a friend. I consider him a friend, but he hardly knows I exist, I'm sure."

I seriously doubt that, Marinette. Who wouldn't notice someone like you?

"And who is this friend?" He could feel himself prickling at the thought of someone making Marinette feel so sad.

"Ah, his name is Adrien. He's in my class."

What?

He tried to keep a straight face, to not reveal the surprise he was feeling.

Me? What did I do?

"What did Adrien do to you?"

"Oh, it's nothing like that!" she waved her hand around furiously. "I'm just really worried about him. I don't want to give too many details – it's not my story to tell – but he's just going through some stuff and I feel like he could really use a talk like you and I are doing right now."

You have no idea.

"But why are you crying about it?" He was still confused.

"I just… I care a lot about my friends. Kind of like how I told you earlier to put effort into friendship and give it your all, to have a reason to like yourself? That's how I choose to live." She blushed a little, "For some reason or another, I just can't seem to talk to Adrien and open up to him like I can with everyone else. He's so good at hiding it but I can tell he really needs someone to be there for him. I can't blame him for declining my offer to be that person, since he doesn't really know me at all."

Oh, Marinette, that's not why. I just couldn't let you know my identity. I had no idea this had affected you so much.

"You're a good friend, Marinette. I'm sure he'll come around eventually. Until then, just don't give up on him, okay?" he pleaded, little did she know he was asking for his own second chance.

Determination flashed across her face and she turned to look at him, confidently. She clenched her fist and wiped away her remaining tears.

"Yeah, you're right, Chat. I won't give up on him." She smiled. "It's funny, my best friend Alya always tells me the same thing!" She let out a little laugh.

"Thanks for making me feel better, Chat."

"Are you Kitten me? I should be thanking you Purrincess!" he grinned. She swatted at his hair again, and again he dodged.

"Silly Kitty." She scrunched her nose again like she had earlier. "Well, I don't know about you, but I have school tomorrow and I was already up late last night, and late for class today." She rubbed the back of her head, embarrassed. "I think we should call it a night."

He stood up. "You are absolutely right. I had a late one last night too, but patrols with Ladybug are worth it!" he saluted to no one in particular. Her eyes rolled.

"Okay, get off my balcony, silly cat." She made shooing motions at him. Quickly, before she could protest, he grabbed her by the wrist and pulled her into a hug. One hand grabbed her upper back and pulled her close while the other clung to her uncharacteristically loose hair. She was so surprised, her arms were between his, pressed against his chest and her head turned to look to her right side.

"Thank you, Marinette. I don't know what I would have done if I didn't find myself up here tonight."

She responded with a muffled, "Probably something stupid – I can't breathe." She squeaked. He let go rapidly.

"Hehe, sorry. I just wanted you to know that I'm grateful."

"Of course, Chat. Any time. Let's do this again, okay? You're always welcome here." She smiled and began backing toward her trapdoor.

"Thank you Purrincess." He leapt up to the balcony railing, poised to jump off into the night. "See you again soon." He saluted her and descended from the rooftop, extending his baton and catapulting himself into town.

"I look forward to it." She smiled warmly, a flutter in her chest, as she closed her trap door and entered her bedroom.

As Chat made his way home, he decided that Marinette was right – he could give Adrien a chance to be the fun side of his life. He could give his friends a chance.

So sorry for the long wait! I'll try to do better! Hope you liked this chapter, R&R! Love you guys.