Marinette was in her own world, replaying the walk to school a thousand times in her head. The way he had held her hand... She smiled for the hundredth time, burying her face in her arms while the bell rang, signaling the end of their second class.

She picked up her head, finally free to read the message she had gotten from Adrien almost thirty minutes ago but couldn't look at because she had already been caught once by the teacher.

A- "I am so done with this book, I can't believe he fell for that stupid mirage thing. Murphy is way too cool to die why would he even buy that."

Marinette chuckled, recognizing the names and realizing he was probably just finishing the first book of the series.

M- "Oh you like it don't be dramatic."

She finished packing her stuff up and walked out with Alya into the hallway, moving towards their lockers to trade out some of their textbooks when she got a response.

A- "There you are! Class get busy or something?"

She was about to reply when she heard sharp laughter a little ways down the hall, her head immediately snapping up to see what was going on.

Chloe was standing with her crony around one of her quieter classmates Ivan, who had apparently tripped and dropped a majority of his things onto the ground. He was rushing to pick things up, Mylene running over to help but most of his books had already gotten at least somewhat wet from all the water tracked around by the shoes of students. Chloe had seen and wasted no time in making a spectacle of him, pointing and laughing and making no move to help.

"Shut up," Ivan was vehemently spitting at her, standing and trying to use his hulking frame to intimidate her into following his orders.

"So the gorilla does speak," Chloe laughed, reaching out to poke him in the chest. "I didn't know if you would have the brain cells to manage! When was the last time you did anything but brood in the back of class?"

"Stop it he-" Mylene tried to defend him, but Chloe used the girls timid nature against her and cut her off.

"Ooh the scaredy cat is trying to be brave? Why don't you leave that to wannabe heroes like Marinette?"

"Shut up!" Ivan shouted now, stepping in front of Mylene who had moved to cower behind him. "Just stop talking! Why can't you just be quiet for once?!"

"Don't worry I won't waste any more time trying to talk to an oaf and his coward of a crush. Bye bye!" Chloe gave another shrill, snotty laugh and stepped deliberately on the few papers of Ivan's left on the floor, striding off into the school with Sabrina on her heels. Chloe's bratty streak had been getting worse by the day, it was just a miracle that Marinette wasn't on the receiving end.

"Ivan are you oka-" Marinette tried to say as she approached him, but jumped back when his anger turned on her.

"Shut up! Just leave me alone, why doesn't anyone ever just BE QUIET!"

He slammed his locker shut and grabbed his things roughly, storming away through the small crowd that had formed. He didn't head towards his class, vanishing deeper into the school building, just getting angrier the more gossip he heard or the more people tried to speak to him. He wanted everyone to leave him alone, he wanted people to be QUIET.

"Ivan!" Marinette called one last time, but Mylene stopped her, shaking her head slowly.

"We should just leave him alone... he needs to be alone," was all she said, wringing her hands nervously before leaving for her class.

"Well if anyone would know what to do it would be her right?" Alya offered, not knowing what else to say. She sighed, clapping Marinette on the shoulder and steering her in the direction of their lockers once again, trying to forget about it for Ivan's sake.

Marinette couldn't shake the cold feeling though that had settled in her stomach, churning in discomfort at the way Ivan had looked before he disappeared. Chloe was just... she had been down right cruel all week now. She had to do something but she didn't know what.

Adrien frowned at his phone, sighing as Marinette relayed Chloe's newest outburst. He definitely should say something to her, this was becoming too much, but what could he say really to change anything. She had been like that since they were children, he had just learned to tolerate it.

He ran through a dozen potential conversations with Chloe in his head over the next thirty minutes since he didn't really having anything else to do to pass the time, that is, until an alert popped up on his phone.

The Ladyblog was live.

Adrien jumped up, forgoing his phone to see the stream on his computer monitors full screen, pulling it up and seeing Alya's face dominating the view.

"-ere on the scene live right now, once again on site before even our superhero duo as the latest akuma att-"

Alya's voice was cut off by screaming and the normally unshakeable reporter looked fearfully over her shoulder before angling the camera to try and show some of the chaos. It seemed like she was going to move out of cover when suddenly Marinette was there, pulling her back.

"What are you doing?! Stay down!"

"Mari-!"

"No! Absolutely not, you are going to evacuate the school with everyone else NOW, this is way too dangerous he's- he's doing something to the students you have to get out!"

Alya was still faithfully streaming, but the camera view was shaking along with her hands, nervousness creeping into her voice. "The door is blocked we can't-"

"I will lead him away, EVERYONE listen up!"

Alya's camera shifted, showing wonky blurred footage of Marinette rising and addressing a full classroom of students.

"When the door is clear you RUN, okay? I will buy you time, get out of the school. Get ready to move!"

"Marinette!!"

Alya was screaming for her friend, but it was just visible in the eye of the camera that Marinette was running away from her, stooping down to pick up some long staff like object like a broom or something up from the ground before throwing the door open.

"Don't!" Another student was screaming, but Marinette was gone, sprinting into the hallway, only just audible as she shouted back to them.

"Don't wait for me, RUN!"

"MARINETTE!"

The name echoed out from the computer speakers into an empty room, the window open and a boy clad in black already sprinting across the rooftops of Paris. His hood clung tightly to him as he pushed himself faster than he had ever gone before, flying across the city and through the pounding rain.

He pounced, flying through the air and clawing up the side of a building, the school finally in sight. Students and teachers alike were running through the streets, their screams of terror mixing with the fierce drumming of the storm. He could hear some of them, spotting him and calling out to him but he didn't stop, running for the school.

More screams came from inside, but finally eight minutes after the broadcast had gone live he dropped in front of the main doors and threw them open with a resounding crash that echoed through the halls.

He was greeted with silence.

He was panting heavily from his exertion, the dull roar of the rain fading as he made his way into the school, but there came no other sounds besides the gentle padding of his feet.

He held his breath, cat ears swiveling, trying to hear past the rain for anything at all through the whole school but there was nothing. No screaming, no running. He opened his mouth, about to call out when he heard a tiny voice say quickly, "Don't."

He whipped around and saw a girl cowering in fear in a dark classroom with its door ajar just enough for him to see her. He recognized her as Mylene, and she was shaking in horror. He started to speak again and her eyes widened in fear, shaking her head quickly and motioning for him to be quiet.

'No sound' she mouthed to him, tears in her eyes. 'No sound.'

Cat Noir worked at his panting, trying desperately to reign in the harsh grating sound and stay as quiet as possible, knowing now that somehow sound was a threat to him.

His green eyes flashed to the door, regretting such a noisy entrance now but was thinking quickly to try and counter it, deciding that he just needed to move farther in to find out what was going on. He turned towards the classroom, motioning for Mylene to run for the street but she seemed too afraid to move and he repressed a sigh of frustration. The best he could do was just leave her near the entrance and hope that she found the courage to flee. He looked past her and saw a few other students he didn't know, all hiding fearfully beneath their desks and staring at him, praying he would do something.

Just what the hell was this villain doing? If it was stealth he needed, he was the man for the job, but he was distracted by his own fear.

Marinette had run off to face whatever it was alone, buying the others time when the attack first started. If the akuma had been doing something to students then he-

He swallowed against the building lump in his throat, shaking his head and moving silently forward into the school. She was going to be okay. He was going to make sure of it.

It was when he rounded the corner that he found the first statue.

It was a girl, Rose. She was his age, and in his class, looking like she was frozen in time and etched in stone. She was in motion when it happened, running for the doors, but something had attacked her.

Cat Noir reached out a hand, touching the girls arm and cringing at how solid it felt. It was like she had never even been alive, but instead carved out of rock and left on display.

When he looked past her his stomach dropped, restraining a shout of anger when he saw the crowd of statues further on. Each one looked afraid, some looking over their shoulders, some trying to hide, but all afraid.

It was so quiet...

Cat pulled out his baton, extending it into a staff and holding it at the ready as he wove his way through the maze of lifeless statues. He felt a chill of fear every time he recognized a face, but stopped dead before a boy that was pointing in fear at a threat that had long since kept moving.

Nino looked exactly the same as he always did, his hat and headphones now a permanent part of him as he was fused into a single piece of stone. He had been shouting at something, his arm extended as he called out the enemy. Part of him wondered if he was the first one to get hit.

Cat Noir bit back his rage, tearing his eyes away from his friend and forging on, moving in the direction he pointed in hopes that it might help him.

'I'll save you,' he chanted silently, 'you're gonna be okay Nino. I won't leave you like this, I will save you.'

As he moved forward he did his best to assess the situation. It was safe to assume that the Akuma could turn people to stone, and judging by the silence he probably found and petrified people if they were making noise. As he passed more and more classrooms he saw that not everyone had escaped, but were hiding and had just caught on that silence was the key to survival. Every time he passed another student that hadn't yet been captured they would point him in a direction and he followed their lead. He would smile in return for their help, sometimes earning an uneasy smile in return or a shy wave.

He could only hope that Ladybug would be as careful when she arrived, but if she didn't have a heads up she might come in guns blazing. There wasn't a way for him to contact her however, no silently anyways, so he just kept moving.

The first sound he heard besides his own steps was muffled arguing coming from a classroom he recognized as one of his own, as well as the one that the broadcast had originally started from. He ran to the door, sliding inside and shutting the door silently, finally turning around to see the remaining kids still frozen in fear, Alya among them.

They stopped arguing, staring at him wide eyed when he stalked up to the reporter, suddenly barely in control of his anger.

"Why are you here?!" he whispered as quietly as possible, slapping her stupid phone out of his face, "Marinette risked everything to give you a chance to run WHY ARE YOU HERE!?"

She couldn't reply at first, but when he saw the guilt and fear in her eyes he regretted his outburst.

"She drew him away but he was getting anyone who he found in the halls, we would have just been caught in the entrance with the others if we- I'm sorry- Cat Noir Marinette is out there somewhere please- you have to find her."

The hero ducked his head, finally pulling back his hood and taking a deep breath before putting a gloved hand on her shoulder.

"I'm going to find her, I won't leave without her okay? But you need to at least barricade the door. Once I leave make this room as safe as you can."

"Where is Ladybug?" another student whispered, peering at him from their hiding place.

"I don't know," he answered honestly, hating how afraid they all looked. "She might be somewhere else in the school but I have no idea. I can't wait for her though, I need to go after Marinette. What do you know about the akuma?"

Alya took over the description, saying he didn't have petrifying eyes or anything like that, but instead some kind of substance he would shoot from his palm like liquid cement. She said it would hit a student, and over a few seconds spread over their bodies and turn them to stone. She had a theory that the akuma had possessed her classmate Ivan, something Cat had already inferred.

Leave it to Chloe to make another problem for him, an extremely dangerous one at that.

"I'm going to go farther in, block the door and stay down. No more talking, no more noise."

The students nodded, shooting each other wary glances as they shrank back to their hiding places, watching as he disappeared, leaving them alone again.

He closed the door and started off, wondering if he should hope for sneaking up on the baddie or just make a ruckus to draw them out. Deciding the first one would be safer, at least until he had backup, he stayed quiet and found himself in the main courtyard before he heard another sound.

He turned quickly, expecting a threat, but instead his heart leaped in his chest and it took everything he had not to sigh aloud in relief.

Marinette was on the far side of the courtyard, ushering out a crowd of students who clung to her in desperate fear. She cringed at the noise one of the children had made but just tried to make them move faster. As soon as she had dodged the akuma possessed enemy she had run for cover in a classroom to try and transform, but had ended up stuck with a crowd of terrified students. They wouldn't leave her side, wordlessly being elected a leader since she was the only one not paralyzed by fear, and she had been trapped trying to protect them without her powers.

Only when the last student was out of the doors and running towards the freedom of the street did she acknowledge Cat Noir, turning towards him with a tentative smile and a small wave before she froze.

"CAT RUN!" she screamed, the sudden noise so loud and shocking in the silence that he jolted and failed to act quickly, whipping around to see that someone else had joined them in the yard.

He was huge, massive, and frightening to look at. He stood taller than him, and looked like he himself was made of living stone. His mouth was covered, sealed shut into silence by a smooth metal gag, his eyes glowing a cold blue as his golem like arms rose in front of him and faced his palms outward towards the shocked feline superhero.

He said nothing, he never spoke or made any noise at all. He seemed intent to make the same true of all others as well, and with no warning or evil speeches he fired two large sprays of liquid cement like substance at Cat Noir, but they never hit their target, instead colliding with the only one who had been fast enough to move.

The force of the blow through Marinette backwards into the boy she had been trying to protect, causing him to fall, and he screamed in horror as she fell harshly to the ground. Her skin started to stone over right in front of him, and his heart stopped when he heard her gasp in pain.

"...M-marinette?" he spoke in a quiet strangled voice, the villain pausing for a moment in cruel curiosity as he witnessed the cat's sudden fear and pain, clutching the girl close to him.

There was no time for words of comfort, her lungs starting to cease their steady movements as they too turned to rock, so she did the only thing she could. Marinette used her last few seconds to grab her purse from her side, and sling it over Cat Noir's shoulder, gasping out one last sentiment before she was completely overtaken.

"I'm counting on you- my prince."

She even had the courage to wink. Like she wasn't scared at all.

"MARINETTE!!"

His scream tore at his throat as he saw all life vanish from her eyes, instead replaced by a smooth stone imitation. It was a thing of nightmares, watching her become so terrifyingly still, all because she had been trying to save him. She threw herself in front of him- why? Damnit, god Damnit

"I'll save you, I-" he swallowed at the almost overwhelming fear and anger building inside of him. "GIVE HER BACK" he screamed, turning to the villain who finally seemed to grow tired of all the racket, his cruel entertainment with the pain overwritten by his need for silence.

Cat was on his feet, his teeth bared and his staff in front of him gripped so hard that his knuckles turned white beneath his gloves. His eyes darted over his opponent, searching for an item that could have been possessed and only seeing a pair of fingerless gloves with holes in the center trimmed with stone. There was no playfulness or jokes, not when Marinette lay at his feet, not breathing, her playful wink frozen on her face. He could see students out of the corner of his eye, peering from windows and hiding places, staring fearfully at their classmate entombed in stone, and at the hero engulfed with rage standing over her.

"GIVE HER BACK, NOW!" he screamed again, his ferocity shocking all on lookers.

Ivan did not speak, instead he was answered by a ghostly purple outline forming in front of the akuma's face.

"Take his Miraculous, GO!"

Ivan moved again, raising his palm, but recoiled sharply when Cat Noir flew across the courtyard, his staff slamming into his arm hard enough to push him back.

Adrien grit his teeth in pain at the recoil, his weapon nearly shaking free of his hold. Fighting rock with metal was going to hurt him a lot more than the enemy, and he had no guarantee that cracking the stone wouldn't hurt his innocent classmate, but he had no other game plans. What could he do, use cataclysm? If he missed the gloves Ivan might get turned to dust, he couldn't take a stupid risk like that.

Ivan reeled back, slamming a heavy palm into Cat's defensive stance and sending him flying, nearly cracking his ribs when his own arms crashed back into his chest from the force. He gasped in pain but kept his eyes on the danger, his keen eyes taking in the sharp look of distaste that crossed Ivan's face when stone collided with metal again.

'I've gotta make some noise, maybe I can down him long enough to get to the gloves. But even if I do I can't purify anything without Ladybug. Marinette- and Nino! I can't save anyone without her cure spell WHERE IS SHE.'

He steeled himself for another attack as Ivan barreled towards him again, pivoting his hips and noting for the first time the clutch over his shoulder, provided by Marinette in her last moment.

Why would she give it to him? To protect it from the stone? Why?

His speculation was forced to a halt as he dodged, rolling across the ground and narrowly avoiding crushing the purse beneath him.

He was going to damage it at this rate, but he couldn't worry about it. He needed to save Marinette herself not worry about her bag. Her words echoed in his mind, filling him with warmth and determination.

I'm counting on you, my prince.

'You're going to be okay Princess, I won't let anything get to you. Thank you... for saving me.'

He poured strength into his legs and jumped high, extending his staff and using Ivan's back like a springboard to jump onto the second floor of the courtyard. It was eerie and frightening how deafening all of the silence was when one of the two participating in the battle weren't making noise for a moment. It engulfed everything, like all of Paris was silent.

'Ladybug please,' he prayed internally, sprinting along the landing to avoid the stone goop, 'I need you. Please, you have to show up you always show up I NEED YOU.'

But as the battle went on and the blows traded became more intense she never came. He started to get desperate, shouting for her but getting no answer.

He couldn't cleanse this on his own, he didn't have the power. Even if he stopped the villain the students wouldn't be saved. Marinette wouldn't-

"LADY PLEASE" he screamed out loud, his eyes misting as he took another fierce blow that deadened his left arm, "I CAN'T SAVE HER WITHOUT YOU!"

'The purse,' Plagg spoke into his mind, his voice panting and tired. 'She can help you. We can work together, just open it!'

"I- what!?" he exclaimed, dodging another attack and grunting from the pain in his legs.

'Do it now! Don't let the akuma see!'

Cat Noir groaned in frustration, but was desperate for aide. With one final tortured look at Marinette's still body he ran, fleeing down the corridors to try and create some space.

He was faster than the hulking stone monster, jumping over desks and through windows to move through hallways until he found an empty classroom.

He held his breath, trying to contain his heavy breathing and ignore the pain in his arm as he followed Plagg's instruction, opening Marinette's purse.

He froze, only able to take in the small red creature with large pleading eyes for a second before it vanished, pulling itself forward and towards his hand without an introduction. He tried to speak, but his words were cut off by a sharp gasp, and he watched in amazement as the creature forced its way into his ring, and Plagg was forced out into the open, replacing the red creature in the purse at Cat's hip.

The change was instantaneous, and he felt something like a sharp discomfort deep in his bones, gasping aloud in something that was almost pain.

'We have to move now I can't stay here for long! I swear to you I will explain but we need to save everyone. I can teach you the cure spell!"

He didn't know the voice, he was confused and in pain, his suit feeling wrong and constricting. It looked much the same, but there were spider web cracks of red shooting all through the arms and presumably the rest of the material.

Plagg, exhausted though he was, looked up at his boy from the clutch, speaking seriously.

"You have to trust us! Just go!"

Adrien's breathing was erratic and harsh, but he forced himself to his feet and out the door, knowing that obeying them was his only hope.

He started to back track, slamming his staff against anything that could make a noise as he ran, letting the pain push him.

"Who are you!?" he gasped out, focusing on making as much noise as he could.

'I am to Ladybug what Plagg is to you. I can help you.'

"You're a kwami!? Wha-"

'I'll explain later, please! Get the gloves and do everything I say!'

Cat Noir whirled around, his eyes wild and desperate as Ivan finally appeared who wasted no time in charging him. Cat brought his staff out in front, spinning it quickly and batting away the first few sprays of cement, rushing the akuma.

He threw his staff, clicking it to extend just before it left his hand. One end grew and met the floor, and he trapped it in place with his foot as his stride continued. The other end collided with the golem's chest slamming him into the wall and temporarily throwing his hands to the side.

'Get the gloves! Do it now!'

He lunged, clawing roughly to tear the fabric and ripped them apart straight from the stone with a shout of pain, the wrong kwami in the wrong stone finally turning the discomfort to pain.

'Just crush the akuma in your claws! It's the best we can do we can't keep it alive, then say 'Miraculous Cure!''

He lunged, his vision starting to go dark, and he crushed the vile black creature in his hands.

He did as he was told, barely aware of words passing his lips but hoping that it would be enough. He was so confused, he didn't understand. He just wanted her safe.

He saw a flash of bright red light, washing over everything and flowing through the school in a wave of cleansing magic, but it was all he could do to stumble into an unlocked closet, his forced transformation fading around him as he started to black out, collapsing against the wall. The red kwami flew out of his ring, hitting the floor roughly and seeming to be in pain herself. She cracked open a large blue eye to watch as Adrien passed out.

The last thought that formed before his consciousness faded completely was an overwhelming revelation, the only explanation.

It's her... my lady... it's been her... the whole...time.