Disclaimer: Don't own and never will.

AN: Basically, this came up while I was discussing Chameleon and how to improve it. After seeing a brilliant author (RicardianScholar Clark-Weasley if you're interested. Check her out, she's brilliant) write a series of salty fics on the episode...well here we are.

AN2: I've used the Italian words for mother and father here, because as Lila is Italian, it strikes me as likely that she would probably use Italian at home and not French or English. I used a translation website, so my apologies if I get it wrong.

AN3: I've left the akuma fight unchanged as that doesn't need to be changed and some parts remain the same. But I hope the overall result is a better story.

AN4: I don't normally go for complete episode rewrites like this, but...well it IS Chameleon so...

With a slight frown, Lila finished putting the finishing touches on the note in front of her. Then she examined the note (and several more like it covering all sorts of pretend ailments.) and smiled. This should do nicely. Every possible situation she could think of covered.

"Lila dear, it's time for school," her mother said as she walked into the room, her eyes still upon her phone. In the blink of an eye, Lila quickly put the notes in her bag.

"Coming mamma," Lila said as she stood up, before pausing slightly.

"Any news from...padre?" she asked in a slightly hesitant voice, her expression hopeful and her mother shook her head.

"Oh sweetie…" she said sympathetically as she stepped forward to embrace her daughter.. "I'm sure he-"

"It doesn't matter mamma," Lila said with a smile she didn't really feel. "I'm sure he's just really busy and I'm sure I'll see him tonight. It's fine. It's really fine"

"Lila-"

"Anyway is that the time? I have to move or I'll be late to school! And I don't want to be late seeing all my new friends, that would be really bad. Bye mamma!"

"Lila-"

But it was too was already out of the apartment. But for a moment, Lila's mother could have sworn there were tears in her daughter's eyes.

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For Marinette, it was a very bad day.

She was late. Really late in fact. Somehow she had slept through her morning alarm and somehow managed to run into school almost an hour late.

Then when she arrived, she was greeted by a sight from her nightmares.

(Well one of her nightmares involving Adrien anyway. There were several that involved Adrien telling her that he loved Chloe or Kagami or that he thought she was pathetic or that he was getting married to another model or him telling her how pathetic he thought she was or Gabrielle Agreste telling her that she was no longer allowed to see him or-)

"Ah, Marinette. So glad you could join us," Miss Bustier said, interrupting Marinette's inner review of her nightmares.. "As you can see, Lila is back from her trip to Achu," she gestured to Lila, who was leaning towards Adrien. "Lila has hearing problems and needs to sit at the front. As you weren't here, I'm afraid you have to take the only place left at the back."

"But-"

"Do you have any trouble hearing or seeing Marinette?"

"Uh, I...I…"

"My eyesight and hearing are good. I'll sit in the back of the class and you two can sit up front. I don't mind," Adrien said swiftly, standing and reaching for his books.

"No!"

Both girls spoke as one, much to the amusement of their classmates. Both girls glared at one another and Lila spoke up once more.

"My return is causing so much trouble, maybe I should have just stayed on the other side of the world. If Marinette has an issue too, then I should be the one to go and sit in the back. It's okay."

"Then how would you hear in class? Your doctor's note is very clear about your burst eardrum," Miss Bustier asked with a frown. "I don't want you to end up behind because you can't hear."

"I don't actually have any trouble seeing or hearing. I mean…" Marinette said quickly before Lila could say anything.

"Good so there's no problem then. You sit here Lila, Adrien you stay where you are and Marinette you sit in the back row," Miss Bustier said and fuming, Marinette walked to the back of the class. Lila grinned.

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In a dark, familiar room with a circular window, Hawkmoth looked out upon the city of Paris.

"Ah Collège, the arena of teenage angst. Where emotions are so intense, the perfect stadium for my dearAkuma. Being separated from your friends, being isolated and alone," he cupped his hands around a butterfly and turned it black. "Just what devastating anger is made of. Fly away and evilize this angry high school girl."

The butterfly flew away and Hawkmoth waited.

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At the back of the classroom, Marinette seethed with anger. Lila was lying about her hearing, she was sure of it! And the way she just leaned over Adrien and flirted...it made her so angry.

Oblivious to this, Miss Bustier began the class.

"Open your books to page 23," she said. Alya quickly turned and gave her friend a sympathetic smile and Marinette felt her anger fade away.

Nearby, a black butterfly hovered, confused as to where to go next.

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"Strange, I feel the fury dying down," Hawkmoth muttered in annoyance. "but the wheels are in motion. It's only a matter of time, be patient now my Akuma."

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Lila sat at her table as her new classmates gathered around her. Sabrina gave her some sweets, Max brought over her appetizer, Mylèneplaced a meal in front of her and Kim rushed to get her dessert.

"I'm sorry I can't carry my own tray. It's almost impossible with this sprained wrist," Lila said, pretending to wince as she lifted her arm. "It's just too painful."

"We just want you to feel welcome," Mylène said with a smile. "Do you like it here at Collège Françoise Dupont?"

"Yes, everyone's so welcoming and friendly!" Lila gushed as Sabrina gazed adoringly at her and Rose leaned forward.

Marinette glared at her as Kim leaned between her and Alya.

"Lila's totally lying, she made up that whole tinnitus story just so she could sit next to Adrien, and her sprained wrist's completely bogus, too," Marinette growled with some annoyance and Alya chuckled.

"Girl, where you been? We know she's lying," Alya said and Marinette stared in surprise.

"Wait, what!?" she exclaimed in surprise and Alya shook her head.

"Yeah, thought you knew dude," Nino added. Grabbing both her friends by the arm, she dragged them to the nearest table.

"Why didn't you say anything?" she demanded and Alya raised an eyebrow.

"Do you really think we're that gullible? She tells great stories, but you'd have to be really gullible to actually believe them," Alya said and Marinette stared. "What's the harm in enjoying them?"

"But-but-but what about the interview she gave you about her knowing Ladybug?" she asked and Alya looked away embarrassed.

"Well...she's really good at convincing people...it's like she can weave a spell that makes you want to believe her," Alya blushed and looked away and for a moment Marinette thought she had broken Alya.. "I can't believe I made a rookie mistake like that instead of checking her story. I thought I had learned not to rush like that after that Lady Wifi disaster."

"Yeah, apart from her tinnitus problems. Those are legit. She has a doctor's note for that," Nino paused and leaned back in his chair. "But she's great fun to listen to. Why don't you give it a try?"

Marinette heard mostly similar stories as she asked her friends.

"She's a budding writer, just testing out her stories," Rose said with a smile. "And she's really good at them!"

"Kim and I have a bet on how long it takes for her stories to contradict one another," Alix said when confronted. "Max is keeping score. Kim thinks she'll last the rest of the day. I don't."

"I'm learning how to act as well as she does," Mylène said and she sighed. "I'm in awe."

"How dare you accuse Lila of lying Marinette!" Sabrina snapped. "Just because you don't like her!"

Marinette walked into the girls toilet in something of a daze and sat down feeling slightly stunned. That was...very strange to say the least.

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"You don't like me, do you?" Lila demanded as Marinette washed her hands and Marinette jumped. "But I don't understand why. We hardly even know each other."

Marinette thought back to when she had shouted at Lila as Ladybug and she felt a wave of shame come over her.

"Don't tell me it's because of this new seating arrangement in class!" Lila said and Marinette glared. "It is! Of course, you're jealous because I'm sitting next to Adrien, because you would've given anything to sit there yourself. You know what? It's really not worth it fighting over a boy. You and I could be friends, and who knows, I might even be able to help you with Adrien."

I just don't like liars," Marinette growled and Lila chuckled.

"I only tell people what they want to hear," she said with a smile.

"It's still lying," Marinette said, continuing to glare at Lila. Lila simply smirked.

"There's nothing you can do about it, anyway. People can't resist when they hear what they like to hear. If you don't want to be my friend, fine! But soon you won't have any friends left at all, and trust me, I'll make sure you never get close to Adrien in class or anywhere. You seem a little less dumb than the others so I'll give you one last chance. You're either with me or against me. You don't have to answer right away. I'll give you 'till the end of class today."

Lila turned and sauntered away, leaving Marinette standing there.

"Oh I HATE her!" Marinette snarled. "I thought Chloé was evil, but Lila really takes the whole cake. She's like a supervillain who doesn't even need a costume."

"You mustn't let her get to you, Marinette," Tikki said encouragingly. "You've still got Alya. And it's not like they don't know she's lying."

"You're right Tikki! I won't let her get me down! I'm proud, I'm confident, I'm Marinette!"

"That's the spirit Marinette!" Tikki said happily.

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Lila strode forcefully into the locker room, a smirk on her face.

"Hey, Lila."

Adrien's voice brought her attention to the situation at hand. She smiled.

"Adrien, we'll have to figure when you're gonna help me catch up on all the schoolwork I missed. I also heard you play piano, my uncle's the great pianist Chuch Boroughchuck. He wanted to teach me when I was little, but I had to stop playing because of arthritis. But when my wrist gets better, I'd love for you to give me some lessons and-"

"Lila, I'm perfectly happy being friends with you, and I'll gladly help you catch with your schoolwork, but please don't lie to me like you did last time with Ladybug," Adrien said, abruptly cutting her off. Lila frowned.

"Ladybug's the liar," she hissed and Adrien gently shook his head.

"I'm not judging you, Lila, but instead of making friends you're going to turn everyone against you. You can tell me if something's bothering you. I can help. But you need to be honest with me."

"Are you trying to be some superhero lecturing me just like Ladybug did? Well thanks, but no thanks," Lila snapped angrily before storming away. How DARE he lecture her!

"I'm still here if you need help catching up with your schoolwork," Adrien shouted hopefully after her, but she simply ignored him and continued to storm away.

As she continued to walk away, Lila spotted the black butterfly hovering there and smirked. This could be fun! Grabbing the flying insect, she put the akuma into her earring.

"Hawk Moth, I am Lila. I know you want to destroy Ladybug and so do I…"

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One difficult akuma battle later and Lila was once more spinning tall tales at Collège Françoise Dupont. And once more, Marinette found herself seething.

"Didn't your tinnitus give you vertigo when you went up the Eiffel Tower?" Max asked and Lila laughed.

"Oh no. Ladybug knows me so well that she brought me an earplug to stick in my right ear," she said and Max raised an eyebrow.

"Did you mean your left ear?" he asked. "This morning you said that the ringing was in your left after all."

"Yes, that's right. I'm always getting those two mixed up," Lila said with an awkward chuckle. In the background, Marinette saw Alix and Kim exchanging money. With an amused shake of her head, she felt her anger wash away. Her friends were ridiculous really, but why not let them have their fun?

The school bell rang and the students walked into class. However, as Lila entered the class, she tripped, sending the contents of her bag flying.

More importantly, it sent a doctors note landing at the feet of Miss Bustier.

She picked up the note and swiftly read it and Lila quickly replaced the look of horror on her face with a more neutral one.

"Oh dear," Miss Bustier said with a frown. She looked at Marinette.

"Marinette, would you mind going back to your old place please? And Nino, please return to yours," she asked, before looking with concern at Lila. "It appears your tinnitus has been replaced with ultra sensitive hearing and I don't want to make it any worse."

"But Miss Bustier-" Lila began before she was cut off.

""I can hardly be responsible for doing further damage to your hearing Lila," Miss Bustier said with a slight frown. Please, take a seat at the back."

"Yes Miss Bustier," Lila said and she moved her bags to the back of the class as Marinette and Nino moved theirs.

"Don't you dare think this is over," she hissed at Marinette as they passed one another. "You'll regret this!"

"Oh I don't think so," Marinette said with a smile.