Title: An Arrangement Between Friends

Author: Teri Leigh

Rating: R (erring on the side of caution. Maybe only PG13)

Disclaimers: If only they were mine. ::sigh:: I am in no way related or associated with DC Comics, the WB, or anyone else with any kind of power or authority over Smallville.

Authors Notes: This story would not be possible without Jade and her patience for hours worth of questions and pestering. You're the greatest. Seriously. Everyone read her fics.

Send feedback to me at: tbrinklow@cfl.rr.com or terileighb@yahoo.com

Chloe Sullivan found herself in a new and uncomfortable position. The quirky blonde reporter was known for her no holds barred, take no prisoners, act first ask questions later attitude. She was proud of the fact that she had once been accused of having "brass balls". Chloe's current discomfort was made more unsettling by that reputation. At this moment in time, the irrepressible Ms. Sullivan was…nervous? Anxious? She wasn't exactly sure what the feeling was, but she knew she didn't like it. Ceasing her pacing, she stood on tiptoe to peer through the window of the Torch office at the figure causing all this emotional upheaval.

Clark Kent sat at his desk, his head of thick, shining black hair bent down to study his keyboard. The expression he was wearing showed his level of deep concentration. His brow was creased in thought, making his eyes more piercing and intense. He was worrying his full, pink bottom lip between his teeth. Damn, Chloe wanted to nibble on that lip. The fact that her lips had been pressed to his and she had no recollection of it was a cruel twist of cosmic fate, or more accurately, Smallville weirdness. However, that was a situation she intended to rectify.

Stepping back away from the door, Chloe ran her hands through her short, flippy hair in an attempt to smooth any flyaway strands. She gave her skirt a little twist, ensuring it was straight. The black skirt was shorter than what she normally wore, barely reaching mid-thigh. She was wearing her brand new, knee high, black leather boots, which somehow made the skirt appear even shorter. Her long multi-colored jacket had a marabou collar that lightly caressed her cheeks when she moved her head. The long sleeved shirt she wore helped to protect her from the chilly Kansas afternoon. She should really be wearing pants on a day like today, but she had decided she could sacrifice comfort in favor of beauty for the day. Most definitely shallow, but, hey, she looked hot.

She took another quick peek into the office. Yep. He was still there. Big surprise, huh Chloe? Still sitting there oblivious to how drop dead gorgeous he was. Everything about Clark just worked so well together. The hair complemented the eyes, the straight nose lead right to the full, begging to be kissed lips. The only thing sexier than those lips pensive or pouty was when they smiled. Clark's smile was brighter than the sun and made her feel even warmer. If one let their eyes travel down below those lips, then they'd be setting their sights upon his luscious body. His body was so exquisite…Adonis himself had nothing on Clark. Just thinking about all that made-of-steel muscle covered by silky, smooth skin had Chloe's pulse racing.

She took a deep, calming breath, shutting her eyes against the view of the Torch office door, and more importantly what lay beyond it. This was silly. The Torch office was her turf. She had the home court advantage here. And Clark Kent was her best friend. Nothing to fear there, right? Right.

She lifted her hand to the doorknob and noticed the slight tremble.

"Nice, Chloe. Real nice," she chided herself. OK, time for a quick reassessment of the situation: her proposal was perfectly logical, her reasoning well thought out, she had the element of surprise, as well as the aforementioned home court advantage, on her side. Really, what was the worst thing that could happen? He could say no. He could say no while laughing in her face. He could say no while laughing in her face and then tell everyone they knew, so they could all laugh at her too. He could say no while laughing…and now she had moved on into being ridiculous. Clark wouldn't do any of those things and she knew it. That's one of the reasons she cared for him as much as she did, the fact that he'd never willingly hurt anyone. In reality, the worst that could happen would be a few days worth of awkwardness and when compared to what she'd get if he agreed…well, there was really no comparison.

With renewed confidence, she flung open the door and breezed into the room.

"Working hard?" she asked in greeting. Her words caused his dark head to jerk up, making her breath catch as his ocean blue eyes met hers. God, she'd known him for how many years and still he had this effect on her?

"Just putting up the final touches on an article my editor has been harassing me about finishing," he teased as his fingers continued to hunt and peck out the appropriate keys.

"Harassing you? This editor sounds like a hard-ass. Need me to take her out back? Rough her up a bit?" She came over to rest one hip on his desk, swinging her free leg back and forth just enough to cause her short-for-Chloe skirt to rise a tad bit more.

She saw Clark glance over at the exposed thigh before turning back to the screen. "I think I could manage any roughing up all by myself." Chloe saw a slight blush rise up on his cheeks as the impact of what he said hit him. "I doubt it will be necessary, though. She's just a tiny little thing."

"Small enough to man-handle, huh?"

He chuckled lightly. "Yeah, well, Mom feeds me well so even if she weren't, I could still handle it."

She caught him sneaking another glance at her thigh and Chloe smirked. Maybe this won't be so hard after all. There had been playful banter and a tiny bit of innuendo. It was just possible this would all work out as she had hoped.

"So do your plans for this Friday afternoon only include satisfying your editor?" And if those are your only plans there are other ways to satisfy her that could be much more enjoyable than turning in an article.

"Actually," he paused and pressed a few more keys on the keyboard. "That finishes off yet another brilliant article by Clark Kent. And to answer your other question," he stood up, closing the top of the iMac, and turned to loom over her. "I'm all yours for the rest of the evening." He leaned over so he was just a few inches away from her. "That is, if you want me."

Chloe looked up at him completely shell-shocked. She was almost positive that her mouth was hanging open. There is no way her mild-mannered best friend had just said that. Of course, if he had, her evening's task had just become infinitely more easily realized.

The moment was shattered when he waggled his eyebrows at her comically before pulling back. Chloe forced herself to giggle in order to cover her embarrassment. She should have known better. Nothing in her life was ever that easy.

"Well, Mr. Kent, though it was made in jest," she teased, her eyes narrowing slightly, playfully, "I think I will take you up on your offer. Now of course, the question becomes, if you're all mine, whatever will I do with you?" She made sure her voice was light and easy. Chloe tapped at her chin in mock contemplation, making sure to appear as though she was looking anywhere other than at Clark.

After a drawn out moment, she broke her composure, laughing lightly. Her playful mood must have been contagious because she suddenly found herself up in the air, spinning in several circles in Clark's arms, before she again felt the ground under her feet. Looking up, she saw Clark grinning down at her, not even winded by his little stunt. He released her, picking up his bookbag and slinging it over his shoulder. "Lead on, Miss Sullivan."

Chloe shook her head, reaching over to pick up his laptop. "Can't imagine why his editor would be a hard-ass," she grumbled as she took the computer over to the Torch's lock-up area. Securing her messenger's bag over her shoulder, she walked over to the door Clark was holding open for her.

"Come on, Chlo. We're wasting perfectly good Friday here." And there was that smile she loved so much. The sudden weakness in her knees almost made her fall over.

Grumbling good naturedly, she headed for the door, mentally preparing her argument as she did. She stopped after walking through the door, fiddling with her bag and allowing Clark to get just a step or two ahead of her as they walked down the nearly deserted halls to their respective lockers. Chloe had learned long ago that if she fumbled a bit with whatever she was carrying, she was able to get a few steps behind Clark and a few steps behind Clark meant a fabulous view of his ass.

They stopped alongside Clark's locker, allowing him to empty his backpack of all his books. Not like he would be doing homework over the weekend. Chloe waited till his attention was slightly skewered to begin. "So, Clark, that kiss that you can remember and I can't…" He blushed lightly. Well there went the idea of divided attention.

"Umm…Yeah. What about it?"

Oh, so Clark was trying to play it cool. That worked for Chloe.

"Was I any good?"

And now, ladies and gentlemen, the silence begins.

The books come out of the bag, slide quietly into the locker, items get reshuffled, another item goes in….

"Clark?"

"Geez, Chloe, how would I know?" He sounded rather embarrassed as he continued. "I've kissed all of two people and both were under bizarre meteor, wall of weird, type experiences. How would I know if it was a good kiss or not?"

Can it get any easier? Chloe thought as Clark set her up perfectly for her argument. "And that is exactly my point. When it comes to the whole dating, relationship, sex thing, we both are complete and total failures. How are we supposed to find significant others, members of the opposite sex who actually want to be physical with us, with absolutely no idea how any of the physical stuff works?"

Chloe had begun walking towards her own locker and was now gesturing animatedly as she spoke. Upon reaching her locker, she turned her gaze on Clark. "I blame the media." She quickly threw up a hand before he could interrupt. "Don't get me wrong, I love the media and intend for my life's work to be intricately entwined within it, but it's a powerful thing. Maybe that's its appeal," she added as almost an aside. "The point is," she continued after shaking off the idea of power. "The media tells us that, as teens, we should know this stuff and makes us awkward if we don't. "

"Chlo, do you have a point? Cause so far you've just made me feel like an unwanted loser." There was a hint of laughter in his voice, but it was rather forced.

"Sorry," she said somewhat sheepishly, closing her now full locker. "I have a point, I swear. " The duo continued down the hallway, Chloe gathered her scattered thoughts as they did. "OK, so blaming it on the media or some other force, we can agree that the modern teen is supposed to have some sort of working knowledge of the whole kissing, groping, sex thing, right?"

"The kissing, groping, sex thing? Interpersonal relationships between two agreeing parties?" He was teasing her. Good. As long as he was still somewhat open to this conversation, there was still hope.

"And it's assumed that this knowledge is either magically known by the parties involved or that it is a terribly bumbling, uncomfortable, angst ridden experience? Are we still agreed?" She chanced a glance up at him, to see how well he was buying…er…absorbing all this carefully thought out reasoning.

"I can see where you're coming from, but I don't know if I agree." He replied, holding open the school's outer doors so they could exit the building. "I mean, isn't the whole point of a relationship to experience all those things with someone you care deeply for?" Aww…That was so very sweet and quaint. So very Smallville of him.

"It is," she conceded, letting him think that she agreed with his statement. "However, when the relationship one enters is with someone more experienced, say someone who has been dating the school's quarterback for longer than anyone can remember, then it's nice if both parties are playing with at least a basic knowledge of the rules."

"So, you think I'm too inexperienced for Lana?" Clark looked as though the idea had never crossed his mind. However, now that it had, he seemed quite disturbed by it. God, it's wonderful having friends who are so predictable.

"I'm not saying you're too inexperienced," Chloe reached up to rub his back with almost motherly concern. "I'm just saying that if you ever did get to be with Lana, it may be helpful for you to have a working knowledge of the whole…" she floundered for words.

"Kissing, groping, sex thing?" Clark supplied.

"Exactly," she smiled up at him as though he was Einstein relaying his theory on relativity for the first time. She watched as Clark nodded to himself, very deep in thought over all she had just said. It was obvious she had struck a chord; now she needed to tell him her solution to the whole situation. He just needed to ask the right question, and unless Chloe had misjudged herself, she had set him up perfectly.

"This is all well and good, but where am I supposed to acquire this…experience that you speak of? In case you hadn't noticed it's not as though I'm chasing away all the hoards of women that flock to me." Ah, sarcasm. Nice, Clark.

"Never fear, Clark. As your very best friend, I have a solution." Looping her arm through his, Chloe finally revealed her plan. " I propose, that, as your best friend, the one person you can trust above all others, the one girl who has stood by you through all of your youthful trials and tribulations to date, the person…"

Clark cut her off with a laugh. "I get the picture Chloe. Just tell me what this great solution is."

OK. This is it. This is the moment you've been leading up to, just don't screw it up. "It's more of a proposition than a solution." Is it possible for a person's head to turn so quickly that you actually hear the air move? Chloe thought to herself as she suddenly felt Clark's gaze upon her. "Before you say anything, hear me out."

"You're offering to have sex with me?" Clark asked in what began as almost a shout and ended as barely a whisper.

"What part of 'before you say anything' did you not get, Clark? I'm not proposing we have sex. No matter how jaded or cynical I may become, I still currently believe that sex is something you should share with somebody you love, especially your first time." Chloe could actually feel Clark's body relax beside her. Not the reaction I was really hoping for. I mean, is sex with me such a bad thing? "I just think that there's a lot of things that we could do together that don't involve sex, but that do involve… you can go up to bat and not hit a home run." Wow, lame sports analogy. That's wonderful.

"So you're suggesting we…cruise around the bases a little, so that we can learn the ins and outs of the kissing and groping, that way when we're ready for the sex, we'll know what we're doing?" He had stopped walking now and was gazing down at her. God, he was so tall. Would they even be able to work out the mechanics of tiny, little Chloe and big, huge Clark doing anything? Maybe she would invest in a stepladder if he agreed to this.

"It would be purely a learning experience. Not like we were dating or anything. To the rest of the world we would still be good ole Clark and Chloe, quirky best friends. But when we were alone, well then we could be good ole Clark and Chloe who practice their sexual techniques together. It's the perfect scenario because no one would ever even think it. Aside from Pete, who has way too active a social life to be involved in something like this," As her brain caught up with her mouth, Chloe quickly shot Clark an apologetic glance.

"No, no you're right. I think we've already established how much of a loser I am when it comes to my love life. Please, proceed with this warped little journey." He gestured to her with a little carry-on motion and a rather regal nod of his head. King Clark allowing the peasants to air out their thoughts among him.

Chloe began to pace under his unwavering gaze. "Aside from Pete, you're the only other male I know who's allowed to spend the night at my house. In my room no less. Our parents trust us. Even they would never suspect. And it wouldn't be like we're lying to them," she hastily added when she saw the frown on Clark's face at the mention of trust. He raised his brows at her, silently asked, "How's that?" It was weird that she could read him so well.

"Well, if it's a lie then it's just a lie of omission. Sometimes it's better not to share absolutely everything with parents. They don't like the idea of their babies growing up."

Clark was still looking at her rather dubiously. Chloe sighed. Damnit Chloe, why'd you have to bring up parents and trust? Not knowing exactly where she could go now, she chose honesty. "Alright so we wouldn't be completely honest with them, but the benefits of this scenario far outweigh the possible consequences."

Chloe barely contained a scream of frustration before coming to stand directly in front of him. "Clark aren't you sick and tired of being on the outside? It's like everyone has this knowledge, is part of this secret club and we just don't belong. I'm all about being different, but I don't want everything to be so difficult that I'll never have the opportunity to be with anyone. I don't want to be alone forever, Clark, and if I'm uncomfortable around men on top of being a social pariah then that becomes a real possibility. It's wonderful that we're both so unique, but I don't want that uniqueness to completely alienate us from our peers. I want a chance to…"

"Chloe," Clark tried to interrupt.

"…know what everyone means when they talk about…"

"Chloe," he tried again.

"…how great it feels to…"

"Chloe! Can you shut up for just a second, please?" She looked up at him as though she just realized that he had been speaking to her. Here it goes. Here's where he rejects me completely.

"I'll do it."

Or not. However, the words were said so quietly she wasn't sure if she'd heard them correctly. "Beg pardon?"

"I said, I'll do it." This time his response was louder and surer.

"You will?" It was bizarre. Like being told that you can take the car, or stay out till midnight. It's just what you wanted but you're surprised you'd actually be allowed to have.

"Unless you don't want to?" There was a teasing light in his eyes. As if she'd say no after spending all this time talking him into it. When she realized that he really was agreeing to this, a huge smile split her face and she jumped up, wrapping her arms around his neck. He lifted her up easily, laughing at her exuberance. He returned her to the ground, letting his hands fall to her waist and looking down into her eyes. "My house?" he asked softly.

Chloe couldn't form words, so she simply nodded her head at him. Smiling, he took her hand and pulled her along as they walked down the dusty road.

They weren't far away from the Kent Farm and now that Clark had agreed to her proposal, Chloe began to wonder exactly how this would work. Would they talk about it some more? Would they just dive into everything? Would Chloe have to be the one to initiate everything? Somehow she just couldn't see herself asking Clark if she was allowed to kiss him or if the time was right each time they were alone together.

The walk was quick, for which Chloe was grateful. Though it had been her choice to wear her short skirt in February in Kansas, she would be glad to get somewhere warm again. Marching quickly up the steps, Clark held open the kitchen door for Chloe, allowing her entrance into the warm house before shutting the door behind them.

"Chloe Sullivan you'll catch your death out there dressed like that!" Martha Kent walked over to the duo, pulling them both further inside the kitchen and sitting Chloe down next to the little electric space heater Martha had running to fight off the chill that swept through each time the door was opened. Chloe was immediately thankful for the warmth. She stopped thinking about her arrangement with Clark all together in favor of getting warm. She vaguely realized Clark and his mom were talking in the background, but she wasn't paying attention to what was being said. Her primary thought at that moment was "Mmm…Warm."

"Dinner will be ready in about half an hour. Maybe a bit longer. Are you staying Chloe?" Martha was standing over the stove, stirring something that smelled like heaven on earth. Chloe looked to Clark, trying to decide if she should stay or not.

"Hey, after dinner we could watch a movie. It'll be fun." Clark sounded enthusiastic about the idea of spending the evening together. Who was Chloe to say no to an enthusiastic Clark?

"Yeah. Sounds great. Let me just call my dad." Chloe smiled at the two of them and went out into the living room to use the phone. She called home quickly and told her dad the new plans. He, of course, had no problem with them, even going as far as saying that if it got too late or if the snow started up again she could stay over. How is it that she had never realized how trusting their parents were before? How many other parents of 16 year olds let their kids have members of the opposite sex spend the night? After telling her dad she loved him and goodbye, she hung up the phone.

Walking back to the kitchen, she greeted Mrs. Kent, but Clark was nowhere to be found. "I called Dad. He said dinner was fine," Chloe said to get Mrs. Kent's attention. "He also said to make sure I thanked you for having me and wanted to know it if it was alright if I stayed over if it got too late or started snowing again."

"Of course you can, sweetie. You know you're always welcome here." Martha reached over to cup Chloe's face in a motherly gesture. "Clark ran upstairs to pick up his bedroom so you wouldn't see his mess. I thought it would probably be best if you two went up there so I can continue to cook in relative peace." She smiled at Chloe before turning back to the stove.

As Chloe walked up the stairs to Clark's room, she again wondered about their parents. How many parents of 16 year olds encouraged two members of the opposite sex to be alone together in a room with a bed? Not that it bothered her. It actually worked very well with her plans. Just before she arrived at Clark's door, it swung open to reveal the smiling young Kent.

"Hey. I was just coming to find you," he said with a smile. Taking a step back, Clark let Chloe glide past him and into his room.

"How exactly are we going to do…" She heard the bedroom door click shut and when she turned in that direction she found Clark's lips pressed against hers.

For a moment, she was so stunned she didn't know how to respond. She had to tilt her head way back just to maintain contact. He was holding her by her shoulders, which had the effect of her not being able to move her arms. Just as she was beginning to overcome her initial shock, Clark pulled away from her. After blinking a few times to get her senses back, she gave a little laugh. "Well that kind of makes my 'How should we begin' question moot."

Clark chuckled, blushing slightly. "I was thinking about that, too. Figured it would be best to just…charge in. So, how was I?"

Wow. What a surreal moment. She never thought she'd hear those words from that mouth, ever. Wow. That mouth. That mouth that was just pressed to hers. Mmm.

"Let's try again, but this time maybe you could be a little…less forceful?" Chloe wasn't sure if he understood what she meant, but she wasn't sure how to say it and didn't want to hurt Clark's feelings or make him uncomfortable.

"Oh God, did I hurt you?" He was instantly contrite, gently taking hold of her arms and staring intently at her lips.

"No!" she quickly tried to reassure. "No, you didn't hurt me at all. It's just…well," searching for words to explain herself was becoming increasingly more difficult with Clark as close to her as he was. "You just didn't leave me with much to do. Maybe if you tried to coax me into participating a little more? I don't know exactly, but somehow it felt like all I could do was stand there and let you kiss me instead of us kissing each other." Shaking her head slightly, Chloe looked up at him. "Does that make any sense?"

Nodding softly, he said, "I think I know what you're saying. Let me know if I'm doing something right." He gave her a little half smile and leaned down to her. His mouth touched hers lightly, rubbing delicately over her lips a few times before settling in with a gentle pressure. Chloe made a little noise in the back of her throat as her eyes fell shut. She returned the mild pressure, enjoying the feel of his lips against hers. They stayed that way a for a moment or two before Chloe felt Clark's mouth shift under hers, his lips opening and his tongue probing at her. Her mouth opened as she gasped and suddenly Clark's tongue was filling it. She quickly stepped back sputtering.

"Oh God," Chloe heard Clark say for a second time as she coughed lightly. "Was I not supposed to use my tongue?" Chloe had regained her composure and looked up to see Clark wearing a very concerned expression, right down to the furrowed brow.

"No, Clark, it's OK. I guess I just wasn't expecting it. I'm sorry. It's just one moment we were just kinda pressing lips together and the next I had a mouthful of tongue." She tried to keep her tone joking, but Clark still looked crestfallen.

"I'm sorry, Chloe. I'm just messing everything up. I can't seem to do anything right." He sighed, running a hand through his thick locks. Chloe felt really bad. Here she had spent all this time talking him into this and now she was making him feel inadequate. She wanted to fix it in some way. Walking over to where he stood, she placed a hand on his check and stood up on tiptoe to press her lips to his. He was slow to respond, afraid to do something else that may mess things up.

"It's OK, Clark," she said again before pressing another kiss to his lips. "We're supposed to be learning, right?" Her lips met his again and this time she felt him returning the pressure and suction. Smiling against him, she opened her mouth enough to suckle on his bottom lip. He made a little noise in the back of his throat that she assumed was a happy sound and wrapped his arms around her. The tip of her tongue slid along the seam of his lips and they parted slightly, allowing her to tickle his inner lips with her tongue. Hesitantly, his tongue slipped out to touch hers.

This is how it's supposed to be. She thought as the tip of his tongue lightly caressed hers. His arms tightened on her waist, pulling her closer to him. He pulled back with a soft smacking sound as their lips parted and Chloe's eyes flew open in confusion. "Put your arms around me," he whispered against her lips before returning to the kiss. Chloe didn't even realize that her arms had been sort of hanging limply at her sides until he said something. Reaching up, she twined her arms around his neck as he deepened the kiss, his tongue still gentle as he began to explore her mouth.

Chloe felt her feet leave the floor as Clark lifted her up against him. Her hands buried in his hair as he continued his slow exploration of her mouth. As much as she was enjoying this kiss, she simply was not getting enough air. She couldn't tell if she was lightheaded from his kiss or the lack of oxygen. Chloe pulled away and leaned her forehead against his, panting for breath.

She felt his lips go to her cheek and then down to her chin and neck. Chloe couldn't help but wonder why she was panting and Clark, who had not only been involved in the kiss, but was still holding her entire body weight, was unaffected. Slowly sliding down his body, she asked him about it.

"I guess I was just breathing through my nose," he told her, as if it were the most obvious thing in the world and in a way she guessed it was. When your mouth is busy breathe through your nose. Makes sense.

"But you were still holding me up. Didn't that make it harder?" She blushed at the unintentional double entendre, wondering if indeed having her pressed up against him made "it harder".

"Chloe, you weigh all of 100 pounds," he said rolling his eyes. He placed his hands under her arms and lifted her straight up over his head. She giggled at the exhilarating feeling, having not been lifted like that since she was a little kid and her dad used to toss her in the air. "Trust me," he said as he slowly lowered her, "holding you up is nothing."

She smiled at him again, ducking her head as she blushed lightly. She knew it wasn't exactly very 21st century of her, but she loved the big, strong, maleness of Clark. He made her feel all dainty and delicate.

"So, was that better?" He asked hopefully and it actually took Chloe a second to realize he was referring to the kiss. That phenomenal kiss. The kiss that actually made her debate which was more important, breathing or continuing to kiss Clark.

"It was amazing," she said simply.

"See? This boy can learn." She looked up at his goofy smile and couldn't help return it.

"What do you say we sit down? My neck is cramping here, " she teased.

"Well, if you weren't so short…" he said, crossing over to the bed.

"Clark, compared to you, everyone is short," she took a seat next to him on the bed, looking over at him, wondering what the next move was going to be.

Again, Clark took things into his own hands. Or more precisely his lips. He swooped down on her, his lips gliding against hers for a moment before parting to allow his tongue to massage her mouth. She let her lips fall open, reaching over awkwardly to wrap her arms around his neck. Her nails scraped up the back of his neck and he hissed before delivering another deep stroke of his tongue. Chloe kept her lips parted, letting Clark have complete access to mouth. After a few moments, Clark pulled away.

"Chloe," he said on an exhalation. "Can you…I mean, maybe you could…"

She realized he wanted to ask something of her, but he couldn't seem to get the words out. Part of her was stung by the fact that she wasn't doing something right, but the larger part of her just wanted to know what so she could please Clark. "It's alright, Clark," she soothed while running her hand through his hair. "I want you to be able to tell me what you want. How am I going to learn if you don't?"

He gave her a smile, leaning his head into her touch. Closing his eyes for a moment, he seemed to compose his thoughts before opening his eyes to hold her gaze. "Remember before when you said you wanted me to be a little less forceful?" He waited for her nod and then continued. "Well, could you maybe be a little more forceful? It's just, I feel…like I'm doing things to you and you're just accepting that, but not returning it. It makes me think it's stuff you don't want."

Chloe looked up at him, puzzled. He thought she didn't want any of the wonderful things he was doing to her? That was certainly something she needed to fix. "What exactly do you want me to do?"

"I want…" he paused again. This time appeared more to gather courage than to search for words. "I want you to…I want your tongue in my mouth, not just the other way around," he said in a rush.

Chloe simply looked at him. Wow. She honestly hadn't thought that. Something about the whole tongue in the mouth thing seemed so masculine. This man part invading your body. Like sex. She never even stopped to think that if it felt good to her, it would probably feel good to him too.

She assumed her silent thought lasted too long because suddenly Clark was talking again, apologizing for having said anything. Reaching over, she placed her fingers on his lips. "Don't ever apologize to me for asking for something you want." Her manner was quite serious and she looked at him with her best "don't make me tell you again" face. Then, she pulled her fingers away from his lips, cupped his face in her hands and leaned forward.

It was different. Not bad different, unusual different. It wasn't so much the feel of her tongue caressing inside Clark's mouth as the feel of sticking her tongue out. Something she'd have to get used to. When Clark moaned as her tongue flicked over the roof of his mouth, she realized that she would happily adjust to this if it would keep Clark making those sounds. His tongue joined hers, causing her to make a similar happy noise. The only way she could enjoy this more was if her back weren't turned so awkwardly in order to keep contact with Clark.

Chloe tried to adjust her position without moving away from Clark's lips, twisting her lower body a bit to match more closely to her torso. However, it also caused her knee to smash into Clark's thigh. He grunted a bit, but didn't break the kiss. The next thing Chloe knew, she had been lifted up and deposited on Clark's lap. She was now sitting across his thighs, in a much better spot to maintain her lip lock. It also permitted her to feel the effect this little session was having on Clark. There was a hardness under her bottom that was not his thighs.

Instead of upsetting her, or freaking her out, it made Chloe proud. Proud that she could have that affect on him. She wiggled slightly on his lap and his hands quickly came down on her hips holding her still as he pulled away from her lips.

"Chlo, you really can't move like that," he said through gritted teeth. For a moment she was afraid she had hurt him. The look on his face was more of a wince than any expression caused by pleasure. She was instantly contrite, raising both hands up to cover her mouth. Before the first "I'm sorry" could get past her lips though, Clark had leaned in and kissed her briefly. Giving her a sheepish grin, he explained that her movement had been a small overload to his system.

Leaning into him so that her face was buried in his neck and her arms were tangled around him, she began to giggle. She couldn't help it. She felt good. Really good and she just had to giggle. The fact that Clark started to chuckle along with her, one arm wrapping around her back in a hug, the other reaching up to twine in her hair, didn't help her contain her mirth. Soon, they were in an all out laughing fit, but it felt really good.

They were laughing so hard that Chloe didn't hear Mrs. Kent call up that it was dinner-time. Clark must have dog ears to have heard that. After shouting down that they were coming, talk about double entendre, Clark lifted Chloe off his lap and onto her feet. He ran his fingers through her hair, making it again look presentable. Then he reached out to straighten her skirt, which had twisted when he had put her on his lap. She shivered when she felt his hands against her thighs as he righted her clothing. His finished his task by wiping away the lipstick that had been smeared by their kisses.

Chloe quickly returned the favor, fixing his hair and wiping away the lipstick that clung to his face. When she finished her task, she gave him a smile and he leaned down to give her a quick peck on the lips. Rolling her eyes, and trying to force the grin off her face, Chloe turned to the door and the two hurried down to dinner.

***

"Well, kids, I think we're off to bed," Martha Kent announced as she stood up from her place on the couch. Jonathon got up behind her, crossed the room, and ruffled Clark's hair as he made his way to the stairs. He said a quick "goodnight" before heading up. Martha stretched tiredly before walking over to Clark and bending down to kiss his forehead. "Don't stay up too late. I'll set up the air mattress in your room, Clark. That way Dad and I won't wake you two up tomorrow morning when we get up to start our day. There's still cookies in the kitchen if you get hungry." Her words were cut off as she yawned. "I'll see you both in the morning." Martha smiled at the two best friends and headed upstairs.

"Goodnight, Mrs. Kent," Chloe called after her.

"Night Mom," added Clark.

As soon as Martha was out of sight, Chloe popped up from where she was laying on the floor. "I'm getting those cookies," she announced to Clark. "Why don't you put in the movie?" With that she turned and walked into the kitchen.

"Don't forget the milk!" she heard Clark call behind her, causing her to shake her head at him. It was so weird to hear such innocent, little boy, comments coming from her six foot four best friend. Best friend who kisses me breathless. A huge smile spread across her face as she thought back to all that had happened earlier today. She, Chloe Sullivan, had kissed Clark Kent. Several times. They had made a…well not a sex pact cause there wasn't going to be any sex involved. More like a make-out pact. Foreplay pact? Not that it had gotten that far yet, but she didn't want to rule out the possibility. She pulled down two glasses and grabbed the milk from the fridge.

Chloe was beginning to think that this pact really would work out. Not that she didn't earlier, but she had some worries about how well they would be able to hide the fact that they now had intimate knowledge of the inner workings of each others mouths. There was a definite possibility for awkwardness between them, but if tonight were an example of how they were going to handle themselves, then her worries were unfounded. The tension that could have been present throughout dinner was simply not there. They joked, talked, and interacted just like they always had.

After dinner, the entire Kent family, plus Chloe, had driven into town to the local video store. They rented a few movies before heading back to the house. It started to snow again just as Mrs. Kent turned her car up the Kent driveway. It was quickly decided that Chloe would indeed be spending the night at the Kent house, and, when they got inside, she was given clothes to change into for the night.

Now the elder Kents had gone to bed, leaving Chloe and Clark alone with a plate of cookies, two glasses of milk, and American Pie 2 on the VCR. They had to fight to get the movie approved, but, in the end, Martha had just rolled her eyes and accepted the movie. Chloe went back into the living room, her arms full of snacks, and found Clark sprawled out on the couch. She set down the treats on the coffee table before pushing at Clark's legs to make room for her on the couch.

Clark sat up to grab some cookies, making room for Chloe to sit. Chloe pulled her sweatpant-covered legs up under her and leaned against the arm of the couch. The pants she had on were Clark's. Actually, they had been Clark's when he was 12. Now they had been adopted as Chloe's since they fit her and not him. She also had on one of his flannel shirts and a pair of Martha's socks. Clark's socks had simply been too big. He had really large feet. That thought led Chloe's mind to other, less pure, thoughts. Maybe someday she'd find out if that rumor about the size of a guy's feet was true or not. From what she had felt pressed against her earlier tonight, she thought that it just might be.

They watched the movie in comfortable silence, laughing at all the funny parts, but not commenting too much on it otherwise. At least not until about halfway through when Jim and Michelle made their little agreement to practice Jim's sexual techniques so he could win another girl. Hit a bit close to home with that one. Clark looked over at Chloe and raised an eyebrow at her, at which point they both burst out laughing.

"Get over here," Clark said as he noticed Chloe's cramped, curled up position on her end of the couch. As she started to unfold herself, in an attempt to get up, Clark reached over and lifted her up, pulling her down onto his chest before lying back on the couch. The length of her body was pressed against his, her legs straddling one of his. One of his arms went around her waist, while he tucked the other under his head. She felt his hand rubbing circles in the small of her back and she squirmed a bit as she settled down on him.

"Comfortable?" He asked teasingly.

Chloe took advantage of the opportunity presented to her by his words and wiggled a bit more. She arranged herself so she was laying half on him and half off; part of her back pressed against the couch. Then she shifted to her side and rested her hand against his strong chest. Her leg was slung over both of his. "I think I'm good."

"I think you're good, too," he joked. "I also think that you've squirmed around quite enough, little miss."

Chloe tried to hide her smile, knowing she had been caught in her unnecessary gyrations. She felt Clark squeeze her gently and knew that her motions in no way upset him. In fact, it seemed like he had enjoyed it, or at least she assumed he did by the bulge she felt pressing against her inner thigh. It wasn't until Clark spoke again that she realized she hadn't been paying attention to the movie.

"When do we get to do that?" he asked, his voice full of mirth.

She looked up to see Jim squishing Michelle's breasts together in an attempt to fondle them.

"Umm, never." She felt Clark stiffen beneath her and rushed to reassure him. "Caressing my breasts is one thing, but never will you be allowed to…honk them like a horn. We're supposed to be learning how to do things the right way."

"So, it's not the breast touching you have issues with, just the honking motion. Duly noted." His hand was still stroking her back; slipping down to the small patch of flesh that was exposed as her shirt rose up. It was somewhat distracting in the most pleasant possible way. She slowly rubbed her leg against him, her hand sneaking down his chest in order to slide back up underneath his shirt. His skin was so warm and firm beneath her hand, his muscles stretched taut by the arm behind his head. Her fingers continued to explore, nails lightly raking over him. He sucked in a breath; his hand flexing against her back before she felt his blunt nails return the caress.

Chloe continued her slow exploration of his chest, sometimes adding the pressure of her nails, sometimes just skimming across the surface of his skin. Her fingers found one of his nipples, causing him to groan, and Chloe marveled at the difference in texture between the puckered skin of his nipple and the silky skin on his chest. She made one long sweep from his belly button to his nipple with her hand and was surprised when he chuckled.

"What?" she asked, propping herself up on his chest to look into his eyes.

"You must have some fascination with my chest. You did that same thing when Kyle made you kiss me." The arm that had been supporting his head came down to stroke the side of her face as he spoke and she unconsciously leaned into it.

"Well, it's a good chest," she said simply. There was that smile again. They had both been grinning like idiots all night. Clark tilted his head down for a kiss and Chloe happily met him halfway. It started off gently. Their lips pressed together and merely lingered there. It didn't take long before Chloe was pressing herself upwards, Clark helping her by dragging her up his body. Mouths opened, tongues met hungrily, and what started out as relatively innocent touching quickly escalated.

Chloe had one leg trapped between Clark and the sofa; the other was bent up beside her so she was practically straddling Clark. The hand that had been under Clark's shirt remained there, continuing it's exploration of his chest and side, while the other made it's way into his hair, holding him close to her. Clark's hands had also begun to roam. One found it's way to her backside, pressing her into him, while the other appeared to be trying to get to her breast. He still seemed hesitant about it, though, and ended up with his hand on her rib cage, his fingers lightly touching the underside of her breast.

Chloe shifted her weight towards his hand and they both moaned as he finally cupped her chest. He kneaded her breast gently, allowing the size of it to fill his hand before circling his fingers around her nipple. Squeezing gently, he felt her nipple tighten under his caress and he pinched it carefully. Chloe felt pleasure shoot from her chest down between her thighs and she rocked against Clark, feeling the full length of his erection against her. She quickly yanked her hand out from under his shirt and began undoing his buttons. She had only gotten two of them opened when she bent down to press warm, wet, open-mouthed kisses on his neck. She moved quickly, giving his collarbone the same attention as her fingers managed to undo a third button. Spreading his shirt, her mouth latched onto a nipple and she sucked deeply.

She heard Clark moan and felt his hips thrust up against her and then suddenly everything was spinning. A moment later, she was on her back, Clark above her, his mouth attacking hers with ferocity he hadn't shown before. His hand was still on her breast, and he was using the other to support his weight so he wouldn't crush her. Chloe wrapped her arms around him, holding him tightly against her. He began rocking his body into her in a consist rhythm. The length of his erection sliding between her thighs made Chloe gasp for air, one of her legs wrapping around his hips as she rocked up to meet him. His lips slid away from her mouth, down her chin, along her jaw line and over to a sensitive patch of skin beneath her ear. Chloe made a noise that she was sure she had never made before and she could swear she felt Clark smile against her skin.

Some of the urgency in their kisses had died away, though the steady thrust of their bodies continued against one another. Clark moved his lips further down her neck, sucking strongly on her skin and making more of those noises escape her lips. His mouth worked its way down to the top of her breast before he looked up at her. They were both panting heavily, and when their eyes met, Clark groaned. Chloe unwrapped her arms from around him and reached down to cup his face in her hands. She pulled herself up slightly and let her lips meet his in a soft kiss as she lowered her leg from around his hips.

"Clark," his name was barely a whisper on her lips.

She felt Clark lean his forehead against hers and then felt warm breath caress her lips as he exhaled. "Sorry," he said quietly. "I guess I got a little carried away."

Chloe nodded imperceptibly, before adding, "We both got a little carried away." She sighed, hesitant to stop, but knowing they should. Clark shifted, turning so his back was pressed against the back of the couch, lying on his side. Chloe leaned her cheek against his chest and listened to the beating of his heart. She took several deep breaths, closing her eyes and trying to calm her over-excited body.

"It's all your fault, you know," Clark whispered. She could feel his lips grazing the outer shell of her ear and she shivered.

"My fault?" she asked. She tried to sound indignant, but she had a feeling it just came across as breathless.

"Yep. You're just too darn cute." He grabbed the remote and flicked off the TV that they had stopped watching a while ago.

"Hmm. There's that Kent charm again. It's unnecessary, you know. You only have to be charming until you get the girl to agree to make out with you," she teased.

"True," he replied. He put his free arm around her, snuggling down onto the couch until his head rested beside hers. He leaned over so his lips were once again grazing her ear. "But since there's still so much I haven't done to you, I figured it wouldn't hurt." He tugged her earlobe between his teeth just once before he settled back down beside her.

Chloe's entire body was thrumming with lust, and she was trying her hardest to fight it down. She kept trying to remind herself that this was not a relationship, just an arrangement between friends. An arrangement who's whole purpose was to get another girl to want him. Thoughts of Lana Lang helped cool her off more effectively than a bucket of ice water. She suddenly realized that she was extremely tired once she got past her thoughts of being extremely horny. She felt her eyes drooping and managed to mutter something about them going upstairs. She tried to get up off of the couch, but only managed a slight half turn of her body before giving up. Her head rested against his chest and she thought it was odd how she could hear his voice echo as he murmured a sleepy reply.

As Chloe tumbled off into dreamland, her last coherent thought was that they should really be heading upstairs to bed.

***

Chloe could vaguely recall some sense of being shifted and moved in her sleep, dim light creeping under her lids and seeing Clark smiling down at her before she snuggled back into the warmth of blankets and Clark's arms. When she finally woke up, Clark's huge frame was surrounding her, snuggling against her from behind. A quick glance around told her that she was in Clark's room, and she guessed that had been what had jostled her sleep earlier. She couldn't help but smile as his arms tightened around her. Chloe closed her eyes to enjoy the moment just a bit longer.