LOIS POV

"I love you, Lois Lane". The look on his face was so open and loving that Lois for a second believed she could see the manifestation of that love on his face. "I have loved you for such a long time and didn't want to go another minute without telling you," he continued as he sat there holding her hands with a big smile on his face.

Slowly the smile on his face dimmed a little when there was no response from Lois. In all his imagining he hadn't thought that she would say nothing, Lois was never quiet, and the look on her face could almost be called distress.

"Clark, I don't know what to say,"

"You don't have to say anything, I just wanted you to know. I am not expecting anything I just wanted to be honest with you and my feelings towards you."

She sat there looking at her best friend and wondered 'why would he do this, why does he want to ruin our friendship, we are friends, but Clark and I romantically, that will never happen. I want Superman, Clark knows that, why is he saying this, Hell, Clark why are you ruining our friendship, I need to be honest with him and its going to break his heart, Clark why are you doing this?'

Taking a deep breath Lois replied "Clark, I love you but as a friend nothing more," and watched as his face started to close from her. Holding his hands she leant forward to give emphasis to her words and in a gentle voice said "Clark, we are the best of friends but I think I love Superman and want to see if I can have a chance with him. He makes me feel something I have never felt before and I want to know if it can go somewhere."

"Superman? You don't even know Superman how can you want him?"

"Clark, my feelings for Superman, or you, are what they are, I can't change them."

She watched as he stood up and went to look out the window. For the first time since she met him she saw his shoulders slump and his presence didn't seem so big. He put his hands into his pockets and without saying anything gently head butted the window a couple of times. He turned to face her and from across the room she noticed his eyes had the sheen of tears and her heart ached. "Lois, I'm sorry, I shouldn't have said anything, pretend I never said anything."

"Clark . . . "

"God how embarrassing, I am so sorry," he said before he quickly walked to the door and let himself out of her apartment. By the time Lois got to the door of her apartment, Clark had disappeared from the hallway. Looking up and down the hallway Lois couldn't help but think 'Why does he do that, just run off like that. Clark why did you have to go and ruin our friendship, whatever gave you the idea that I loved you like that? Good one girl you have really hurt your best friend and you threw in another man in the mix as well, you are a piece of work. Clark will be ok, he will roll with it and tomorrow it will be like this never happened. I don't know about that I have never seen him so small. No Clark will be there if nothing else he is dependable.'

Walking to her balcony she opened the door and stepped out into the cool night air. Looking up into the night sky she said, "Superman, I need to talk to you, no hurry just when you can."

Walking back towards her apartment she was stopped in her tracks as the familiar deep voice said "Good Evening Miss Lane." Spinning on her heels she smiled at him and walked towards him.

"Hello you beautiful man, where have you been?" she flirted as she walked up to the balcony's edge. He floated back away from the balcony keeping his face in the shadows of the night. "Aren't you going to come inside?" she asked a bit perplexed at his unusual behavior.

"No, not tonight. You said you wanted to talk to me?" he enquired a little abruptly.

"Yes, I did but that can wait, what's wrong?"

"Nothing is wrong Miss Lane."

"Superman I know you so well and I know when something is wrong. Please share it with me, I am a good listener," she said as she smiled at him. 'What is wrong with him, he is never like this with me, is he sick, what's going on.'

"Miss Lane, what did you want to talk to me about?"

"Superman, can't you come over here, so we can talk. I don't want to ask you with you 10 feet away."

Quietly he floated closer and landed on the other side of the balcony. She smiled and walked towards him but stopped when he seemed unapproachable. He had on his Superman mask, his arms were folded in front of him and he was looking directly at her with his deep dark blue eyes. She had never seen him look like this when they were alone and she was concerned 'what is wrong with him, what is going on, he seems so different,' she wondered before saying "Superman would you like to have dinner with me tomorrow night?"

He seemed to uncoil a little before snapping back into his persona and replied with an answer that she literally was never expecting "why?"

"Why? You do eat don't you?" she smiled but continued when the only change on his face was a small lift of his lips to even acknowledge her joke, "because I would like to get to know you better over dinner."

He looked at her for a long time, he was very still and just when she thought he was never going to answer he replied, "Why did Clark Kent leave here crying?"

She was stunned.