Summary: A different outcome to Chloe's threats to Lex. Her conversation with him at the mansion is what spurred the Lexana relationship is Seasons 5 and 6—but it didn't have to turn out that way.

Disclaimer: Recognizable characters and settings from "Smallville" aren't mine. If any of it was I wouldn't be here writing what if s and AUs.

Warrning: Pre-FemSlash Spoilers for Season 5

Title: "Looking At Her" Author: Amber Esme Hermione

"Lex, I know you're used to getting everything you want without any consequences, but if you hurt Lana there will be one, and you're looking at her."

"Chloe, I think I'm beginning to understand why you never had a boyfriend."

Chloe Sullivan sat at her desk in the Daily Planet office, but her mind was elsewhere—at the dorm-room she shared with Lana Lang. She couldn't shake the image of the brunette across a two-foot space from the younger Luthor. He would be the one to swoop in when her friend, FRIEND, was vulnerable. She had to remind herself that that was all she would be—Chloe Sullivan—the best friend.

"Chloe!" A hand on her shoulder made Chloe look up in surprise. Her eyes met those expressive chocolate orbs. "Sorry, I've been trying to get your attention for five minutes."

"No, Lana, it's fine." One: let's be friends Chloe smile. Two: casual toss of golden tresses. Three: distracted glance at work she doesn't really see.

"Lex called." The frown to cinnamon lips and cross of arms over the v-neck blouse dash all hope that Lana's fooled. This, whatever it is matters, and Chloe can't find an answer.

"Oh?"

Lana drops her voice, "Chloe, why didn't you come to me with this? I spent half an hour apologizing for something that wasn't there—"

The blonds' eyebrows furrow and she shakes her head, "The tension I saw in that room was there."

"That's because you came in early." Lana grabs a chair—the chair Clark usually occupies—and drags it over. "We were talking about you."

Chloe huffs and turns back to her desk. "I'm flattered that Clark isn't the only topic of discussion, but I really need to get back to work." She riffles through her papers to dam up the waves of betrayal that threaten to spill over. She knew that it would be hard once Clark ended it with Lana, but not this hard. How could she compete with Clark and Lex?

"Chloe, it was about us, you and me." The demure brunette waits; the sounds of the busy office loud around them—phones and people, type, shuffle, talk, scan. The only sign that the reporter heard her was Chloe's frozen position, but that might mean she couldn't focus on anything. Lana grasps knit-encased shoulder, and turns the blonde to face her. Then she licks her glossed lips and leans in to press them to Chloe's for a second. Then she stands and walks away from the desk.

"Lana?" Chloe's voice trembles from shock. "What did Lex tell you?"

Two dark brows lift and falls he before speaks. "Love isn't about playing it safe—it's about risk—and I needed to make a move." Then Lana smiles and adjustes her purse. "We'll talk when you get back to our room. It will just be us."

A/N: What do you think? Should I continue? I have Dreamcreator to thank for the title, and some ideas if people want more.