A/N: Hello! I just started watching the show (I don't own it or the characters, obviously—I'm supposed to mention that somewhere, right?) and I haven't totally gotten caught up yet, so feel free to make suggestions if something seems weird or out of character or if I get the lingo wrong.

Here goes nothing. Hope you like it!

If he had turned around a fraction of a second later, he would have missed it—and he was still half-convinced he'd imagined the whole thing. She'd been all giggles and coy smiles up until that moment, looking at him with shining eyes like the Cat Noir fangirl everyone in school had pegged her as.

Then he'd glanced over his shoulder, trying to gauge her reaction after some flirtatious comment made to make her night, and caught her rolling her eyes.

It must have been a trick of the light. He turned again with a dramatic flourish, promising no harm would come to his princess and even throwing in a little flexing for good measure, then surreptitiously peeked over his shoulder—and saw her snapping her hand open and shut in the universal gesture for blah, blah, blah, utterly unimpressed.

He whirled around; she smiled blandly, the picture of admiration.

Now he was really confused. No one could resist Cat Noir—well, Ladybug, but he preferred not to think about that—and Marinette of all people should have been the easiest target in the world. Sure, he didn't know her too well, but everything he did know spoke of kindness and innocence. Whenever he saw her, she was either blushing, about to blush, or just recovering from one and still slightly pink. Besides, she was a fangirl—she had to be, the way she jumped to Cat Noir's defense in a heartbeat (even when he himself thought he didn't deserve it) and pointedly corrected anyone who called him a sidekick.

And maybe it had always made him feel a little warm inside, knowing he had such a loyal ally sitting in the desk right behind his.

But here she was, standing before her supposed idol—a not unattractive boy in a skintight cat suit who was shamelessly flirting with her—and rolling her eyes without a trace of a blush on her cheeks. And that sparkle in her eyes? Adoration? Yeah, right. She was totally laughing at him, and he had no idea what to make of it.

The biggest shock, though, came as he was leaping away with his usual catlike agility. He took a moment to glance back over one shoulder one last time and tripped over his own feet, nearly skidding off the edge of a roof.

She'd dropped the act completely and was doubled over, completely red-faced and shaking with mirth. The sight nearly made him fall flat on his face in shock. Sweet little Marinette Dupain-Cheng, the girl who was so shy she could barely string two words together without stammering, was laughing at him so hard she could barely breathe.

It's not like his pride was hurt or anything. He was just…curious.

She probably liked that boy who had been akumatized, he decided later, watching their evening pseudo-date from the shadows with more attentiveness than was really necessary—to make sure she was safe, like he promised. No other reason. She certainly seemed to be having a good time, and other guy was clearly head-over-heels for her.

It bothered him, for some reason. Wasn't she supposed to be his fan? Besides, he'd never noticed anything between her and that guy in class. Though, to be fair, it had never occurred to him to look. He'd always thought Marinette was bad with boys, seeing as she always got so nervous whenever Adrien gave her so much as a friendly greeting.

As it turned out, there were a lot of things he didn't know about Marinette. He hadn't known she was brave enough to spend the evening with an akuma, or resourceful enough to get them out of the Evillustrator's trap almost as fast as Ladybug would have. He wouldn't have thought that after a near-death experience like that, she'd still be hiding a snort at his attempts to impress her, quipping about doing his job for him when she thought he was too far away to hear.

But the next day in school, when he caught her at her locker and asked a few innocent questions about her night with Cat Noir, she seemed like same old Marinette: shy, stammering, her face going pinker by the second as a stream of high-speed word vomit poured from her lips.

But then what was with the other night? The eye-rolling? The laughter? What the heck was going on inside this girl's head?

Maybe he didn't know Marinette, but he was starting to think he wanted to.

Cat Noir peered out from his perch on a rooftop opposite a certain classmate's terrace, trying to fight the growing conviction that this had been a terrible idea.

He'd started to realize it as he'd bounded across the rooftops in the direction of her family's bakery, but then he'd been distracted by the sheer joy of soaring through the air, launching himself into the evening sky as if he were trying to pounce on the stars. He loved that. It felt like pure freedom, like flying, and god he loved it almost as much as he loved his lady.

But the sudden stillness and quiet as he sat outside Marinette's house had all of his doubts rushing back like a tidal wave. He'd come up with a story to justify his visit to her, and Plagg had been won over through cheesy bribery, but he still couldn't quite explain to himself just what the heck he thought he was doing. And he had no clue how he'd explain it if he ran into Ladybug.

He cringed. Crap, she'd skin him alive if she ever found out about this—this blatant misuse of superpowers. And if she murdered him now, he could kiss the dream of spending their post-superhero lives together goodbye: no dating through college, no house in the suburbs, and certainly no kids who were all every bit as beautiful as her but would never, ever, ever have to model—ever.

You're being stupid, Plagg whined, his voice seeing to echo in Cat's head and from his ring at the same time: annoyance in stereo sound. Go and embarrass yourself already so we can go home.

"I'm not going to embarrass myself," he mumbled. But it was less a statement of fact and more of a prayer.

Whatever. Quit stalling.

He was about to reply, but all of a sudden the light in Marinette's room flicked on and she strolled into the room. She paused only for a moment to sling her pink messenger bag over the back of her desk chair, then made a beeline for her terrace.

Panic gripped him. In just a second she would see him sitting there and waiting like some kind of creep and this really had been a stupid idea and maybe if he hurried he could leave before—

"Cat Noir?"

Well, so much for that.

Reluctantly, he leapt and landed with graceful precision on the railing of her terrace—thank god for small miracles—and flashed her a smirk, which she did not return. She seemed almost frozen, knuckles white on the handle of the watering can she was clutching: she'd come up to water her plants, it seemed.

"Wha—" she began, then swallowed hard. "What are you doing here?"

"Just checking up on you, Princess," he purred. "After that nasty business with the akuma the other day, I mean." He could feel the tension in his shoulders ease as he spoke, slipping back into a more carefree, Cat-like mindset with each word. Adrien would still have been an awkward mess, but Cat Noir always had something to say. That was why he loved being him so much—well, that and the rooftop travel. And the do-gooding, obviously. And Ladybug.

Marinette seemed to relax slightly at his words. She set the watering can down and folded her arms, leaning against the railing behind her. "That's so thoughtful, Cat Noir!" she said, the cheer in her voice totally at odds with her still-wary expression. "Did you really make a special trip just to see me? Or are you patrolling?" Her tone shifted suddenly, becoming more pointed. "Where's Ladybug? I wouldn't want you to keep her waiting."

He squirmed. "Nah, Princess, it's a solo paw-trol tonight."

He could have sworn he saw her wince. "Nice pun," she told him, forcing out a giggle.

He pretended to puff up at the praise, which brought a small, real smile to her face. Was that why she was pretending? Was she just too polite to tell him what she was actually thinking? But that wouldn't really explain how she'd acted during the Evillustator incident, and she'd never had a problem telling off Chloe in school.

"So, anyway," he said, "I was just passing by and I thought you might want to talk about the whole akuma date with someone. Must have been weird for you."

"Nah, I'm fine," she replied, her answer coming just a little too quickly to sound natural.

"Are you sure?" He studied her carefully. It wasn't that he doubted her toughness—she'd definitely proven herself in that respect—but still…. "You don't have to hide it. I mean, you've probably never had to deal with that kind of thing before, and it was pretty dangerous, so it'd be totally understandable if—"

Marinette let out a loud snort and hastily clapped a hand over her mouth. It couldn't quite hide her grin, though, nor did it completely muffle her giggles.

"Uh, Princess?" he asked. He went over his words again in his head, trying to tease out whatever hidden joke she'd heard. Had he made an accidental pun or something?

"Sorry," Marinette said finally, hooking both thumbs in her pants pockets with a smile still playing around her lips. "But honestly, I'm fine. It wasn't really that weird for me." She stiffened. "I mean, because it was my classmate! I knew he wasn't really evil, and he didn't seem like he wanted to hurt me anyway, so yeah. It wasn't so bad."

"Glad to hear it." And he was, even if she'd effectively destroyed his reason for being there. He racked his brain for something else to discuss. "Is… do you know how Na- the kid from that day is doing?"

She nodded, smiling again. ""He's okay. We've been talking more since then, and I think he's handling things pretty well, considering he got turned into a supervillain for a while."

"Really? That's, uh, good." He shouldn't be so surprised. There might be a lot of things he didn't know about this girl, but one thing he knew for sure was that she was incredibly, ridiculously nice.

"Is that all?" Marinette asked, and he jumped. He still hadn't learned anything about her or why she seemed to have so many different personalities, and she was already shooing him away? This was not going the way he'd thought it would.

Plagg was laughing at him in his head, but he tried his best to tune that out, eyes searching the stars above their heads for something to say. All he came up with was, "Uh."

"What? Cat got your tongue?"

His head snapped back down; her eyes widened as she realized what she'd just said.

"Something like that, Princess," he purred, a smug smile spreading across his face. She coughed and hastily bent down to snatch up her watering can again.

"Anyway! Um. I've got some, uh, plant stuff to do, and—math! Right. There's this math homework I have to finish, so…."

He knew for a fact she'd finished that night's assignment during the class—had heard her announcing it to Alya loud and clear. She sat right behind him, after all.

"I might be able to help you with that," he offered. "I'm pretty sharp." He held up and clawed hand and winked. She cringed, chuckling weakly.

"I wouldn't want to trouble you," she mumbled.

"No trouble," he replied smoothly, watching in delight as she grew visibly flustered. He was about to insist again just to see if he could make her come clean about the fib, but Plagg chose that moment to butt in.

Time to go, kid. You're supposed to be up early for that tutoring thing tomorrow, and I am not dragging your butt out of bed when you sleep through the alarm.

He checked his ring and frowned; the kwami was right, even if his timing sucked. He'd been so close to getting somewhere with this girl, too.

"Well, I better get going. Duty calls, and all that," he said with a wink.

Marinette's shoulders sagged. "Oh! I mean, that's too bad," she said, not even bothering to act upset. Me-ouch. "See you around, Cat Noir!"

"Yeah." His expression, dangerously close to slipping into a pout, suddenly brightened with wicked intent. "I'll see you around… Purr-incess," he said, smirking as her expression went from confusion to comprehension to horror. With one powerful leap he sprang into motion, speeding away across the rooftops before she could say anything in reply.

When he looked back this time, her hand was pressed against her forehead, face almost pained. With his exceptional hearing, he was almost certain he caught a low groan.

He laughed, already wondering how soon he could find enough time (and cheese) to drop by Marinette's terrace again.