Disclaimer: Don't own

Little one-shot that popped into my head the other day and wouldn't leave!. :)

"Soooo," Chloe said, drawing out the word. "This is awkward hm?"

Clark glared at her from across the table. "Chloe, I don't think this is a time for joking."

Chloe rolled her eyes. "Please Clark, it's not like you haven't seen two people having sex before, give me a break!"

Clark blushed furiously. "Chloe-" he started loudly, before glancing at the bathroom. "Those people having sex weren't you and Oliver!" he hissed, his voice low.

'Like it's so much better when it's you and Lana,' Chloe thought laughing. 'Ick.'

"Clark," she whispered back, leaning close. "It's really unnecessary to whisper. I think that Oliver knows I'm having sex with him," she leaned back, grinning.

"How are you not-" he broke off, gesturing wildly with his hands, searching for the right word. "Concerned by this?" he gestured to the robe she had wrapped around herself when Clark burst through her door, catching her and Oliver.

She glanced briefly at the bathroom door, the shower still running behind it. Oliver had asked Chloe quietly so Clark wouldn't hear, if he should jump in the shower or not. She smiled at him, knowing he didn't want to leave her to deal with Clark by herself, but wanted to give her the option. So she smacked him on the behind and said to hop in, but hurry up.

It had only been about five minutes, and knowing Oliver, he had a fifteen minute max when it came to putting her in uncomfortable situations.

"Well it's been a few months Clark, I kind of had time to get used to the idea," she said standing up to get a cup of coffee.

"Months?" Clark asked incredulously.

"Yeah Clark," she said, speaking to him as if he were a child. "That's what I said."

"And you didn't tell me?" he asked, shocked, as he walked to the kitchen to stand near her.

She swung around quickly, catching him off guard. "Excuse me? And why the hell would I tell you anything, Clark?"

Clark reared back, as if she had physically hurt him. "I thought I was your best friend Chloe," he said his face scrunched with confusion.

Chloe couldn't help it. She threw her head back and laughed. Clark narrowed his eyes at her, obviously thinking she was out of her mind.

"How do I take my coffee?" she asked, holding up her cup.

"Chloe, what does this have to do with-"

"Humor me," she said. "How do I take my coffee?" she asked again.

Clark debated for a moment, scrutinising her with his eyes.

He sighed. "Two sugars and three creams."

"Wrong," she said, turning her back to him.

"I'm not wrong."

"Yes you are."

"Chloe, why are we doing this?"

"What's my fallback song?"

Clark groaned and grabbed Chloe's shoulder to turn her around. She resisted and stepped out of his reach.

"I don't know Chloe," he said softly.

"Favorite movie? Favorite outfit?"

Clark shook his head furiously, back and forth.

"What did I do for my last birthday?"

"Chloe, stop," he whispered.

"Hell, how many candles did I blow out, at my last birthday?"

"Chloe, stop," he repeated, pleading.

"What's Bart up to these days?" she asked, no mercy in her tone.

"Stop, stop, stop, stop," he chanted quietly, pressing his hands to his face.

"A.C.? Victor?"

"Stop it, please stop it," he continued whispering.

"How's LOIS, Clark?!" she finally screamed.

"STOP IT!" he roared, taking several quick steps closer to Chloe, getting within an inch of her face.

She stood her ground and looked him right in the eye.

"You don't know anything about me Clark," she said, her tone tight and controlled. "You don't know anything about any of us. And you know it's true."

Oliver chose that moment to make a noise in the bathroom. It sounded like he tripped, or dropped something. Whatever it was, it broke the stare down Clark was giving her.

"This is all his fault," Clark said darkly, staring at the bathroom door.

Chloe quickly stirred four sugars and one cream into her coffee. "Don't blame Oliver for you being a crappy person Clark," she said, not even looking at him.

Clark set his mouth into a fine line. "This conversation isn't over Chloe," he stated, before leaving with a gust of wind.

Chloe set her head down on the table, shutting her eyes with a sigh.

She didn't stir when she heard Oliver open the bathroom door, but glanced at him when he stood in the doorway in silence.

He stood clad in pajama pants and socks, looking at her softly.

She groaned. "How long were you listening?"

"You take your coffee with four sugars and one cream, but when you think no one is looking, you sneak more sugar into it," Oliver said walking over to her and rubbing the tip of his finger gently along the rim of her coffee cup. Chloe sat up, her eyes never leaving his.

"I don't know what the hell a fallback song is," he said chuckling. "But your favorite song is that new Train one, and you knew every word within a week of the song coming out."

He pulled a chair out next to her and sat down.

"Your favorite movie is Cellular, but when no one is around, you like watching 13 Going On 30 over and over again, even though you know all of the words," he reached out and cupped her cheek, brushing away the tears that fell.

"Your favorite outfit changes depending on your mood, and where you're going, but you're favorite pajama pants are the ones with those goofy ass monkey's on them, with their tongues sticking out," he said scooting his chair closer to hers, their knees brushing.

"Your last birthday we all went to see the play Oliver! and went to dinner afterwords. Bart ran all the way to Italy to get you an amazing cake, and John almost passed out trying to blow up all of the balloons we bought."

He took her hand in his free one tightly, lacing their fingers together. He looked at them for a long moment, before looking back into her eyes.

"I would say how many candles were on the cake, but it wouldn't be your real age, because Bart put a two candles on there, one shaped like a 5, and a candle shaped like an 8. So you're either 58 or 85," he laughed, and felt a warmth spread through him as Chloe smiled at him.

"Bart isn't allowed to be in charge of your next birthday," Oliver promised, leaning forward to touch his forehead to hers.

Chloe let out a laugh, that sounded more like a sob.

"We know exactly what Bart, and A.C., and Victor, and Dinah are up to," he whispered fiercely. "Because we knowthem. You were right, Clark doesn't know any of us, and he absolutely, positively, does not know you. And he never will if he doesn't grow up, because you," he leaned up to kiss her softly on the forehead. "Are a beautiful," he kissed her cheek. "Wonderful," he kissed the other cheek. "Sexy," he kissed the tip of her nose, and she smiled. "Woman who doesn't need some jackass like Clark Kent. He doesn't deserve you Chloe. Not you're friendship, not your pity, and certainly not your tears."

Chloe nodded, tears still falling softly down her cheeks. "You know how when you have a really annoying song in your head and you can't get it out?" she asked softly, looking into his eyes, begging him to understand.

He nodded, his brows furrowing in confusion.

"The song that you use to try and get it out. The one song that you think of immediately," she grinned. "That's a fallback song."

Understanding hit Oliver, and he smiled wide. "'If you're happy and you know it'?" he inquired, already knowing he was right.

She smiled wide. "I knew there was a reason I loved you," she said leaning up to kiss him.

Oliver kissed her softly. He stood them up, still kissing, to lead them to the bedroom.

Right before he shut the door, he pulled his hands from Chloe, and clapped twice.

------

If you're happy and you know it, and you really want to show it, if you're happy and you know it clap your hands

Clap Clap

------