A/N: This fanfiction is a birthday gift for my wonderful internet friend, Ponnie! Ponnie, you are the Lex Luthor to my Clark Kent and a complete and utter joy to talk to. You were the first Smallville fan I chatted with online and I always loved reading all your headcanons, fanfictions and ideas on Clark and Lex scenes. You made me more obsessed with these wonderful boys than I already was and inspired me with ideas. I hope we are still chatting for years to come! I hope you enjoy this story!
This is my first attempt at writing fluff, and I had fun. It's nice exploring worlds that aren't filled with pain and angst for once!


On Top of the World

Clark Kent was excited for a fun day out with his friends. He had just arrived at the "Land of Wonder" amusement park a couple minutes shy of noon. The park was located a couple hours away from Smallville and had opened just a few weeks ago. Clark, Pete, Chloe and Lana had been planning on visiting Land of Wonder since it first opened, and they were finally able to visit today. Clark had invited Lex along as well, but doubted that the billionaire would have this day free. Not to mention Lex Luthor would probably never want to go to an amusement park anyway. Even though, the experience might have been even more fun for Clark if his billionaire best friend was there, he was sure that he would have a fantastic time without Lex.

After buying his one day pass and entering the park, he picked up a map and located the spot where he planned on meeting his friends. It wasn't too far from the entrance and not too hard to track down without the map. As Clark walked over to the meeting spot, he looked up at the shiny, new rides around the park. There were roller coasters that looked as if they touched the fluffy, white clouds and spinning rides that went around in fast circles. Everyone around the park looked to be having a great time and Clark knew he would soon be smiling and laughing along with everyone else.

He rushed towards the meeting spot, (which was outside of the large souvenir shop) upon seeing Lana and Chloe chatting there.

"Hey!" Clark said as he approached the girls.

"Hi Clark," Lana responded, flashing a smile that made Clark's insides melt. "You're right on time."

"Which means that Pete is late for our rendezvous time." Chloe pointed out.

"I'm sure he'll be here within a few minutes." Clark assured her.

His prediction was correct when Pete arrived just five minutes later. Chloe immediately teased him for being late while Lana and Clark greeted him happily. They all chatted for a moment, each clearly excited about the day ahead of them.

As they talked, Lana looked over to her right and her eyes widened. She tapped Chloe on the shoulder and pointed to a game, "Chloe look at how fun that looks!"

Chloe smiled. "Definitely, want to head over there boys?"

"Nah. You two can go and we'll meet back here in a few hours." Pete said.

Chloe and Lana exchanged happy glances and headed over to the game. Clark noted how satisfied the two girls seemed to be about spending some quality time together. He wondered for a moment what they talked about when they were alone.

"Clark, can I catch up with you later?" Pete asked.

"What?" The farmboy questioned, following where his friend was gazing. He sighed as he saw Pete staring at a very attractive girl from their school.

"That's Lauren Holt. I've talked to her a lot the past few days and asked her if she wanted to tag along. I had no idea she'd come." Pete explained. "Want to play wingman for me?"

Clark frowned. "I'll pass."

"What are you going to do, just stand here alone?" Pete asked, seeming hesitant to leave his friend alone.

"I guess I could go catch up with Chloe and Lana. Good luck."

"Thanks man."

With that, Pete rushed over to Lauren, leaving Clark all by himself. The farmboy sighed; this day wasn't turning out as he'd hoped it would. He didn't at all want to disrupt Chloe and Lana's time together, but seemed to be left with either that or being all alone. He took a couple steps towards the game the girls had headed off to.

"I never thought you'd be the one neglected in your group of friends, Clark." A familiar voice said from behind him.

A huge grin spread across Clark's face as he turned around. "I didn't think you were coming."

Lex smiled. "Are you kidding? I wouldn't miss it."

"I didn't know you liked amusement parks." Clark mentioned.

"I've never been to one. I thought this was a good opportunity to go for the first time." Lex said. The fact that Lex had never been to an amusement park didn't surprise Clark. The farmboy couldn't exactly imagine Lionel taking Lex to a place like this when he was younger. Nor could he imagine Lex coming on his own terms since it seemed he never had anyone to go with until now.

"So you weren't busy today?" Clark asked.

"Actually, I postponed a very important business meeting to come here." Lex answered. "I found the idea of visiting an amusement park with my best friend a lot more appealing for today."

"I didn't think you'd even be interested in coming."

"I do find this whole thing a bit ridiculous. I'm not exactly sure if I'll enjoy any of these roller coasters, and don't even want to ride them very much. But you told me these places were fun, so I took your word for it."

"I hope I don't disappoint you then."

The two of them started to walk around the area, their steps unintentionally in synch. They started chatting about random subjects, and quickly started to enjoy themselves. However, for a while, neither of them even suggested going on a ride. Both stared at different rides with interest, but kept quiet as they passed by. After walking around most of the park, they finally both gazed at a ride at the same time. It wasn't the biggest roller coaster, or the smallest. It had a sleek green track, a couple loops and a decently high hill. The line was shorter than most of the other rides as well.

"I assume we aren't going to just walk around all day." Lex said.

Clark nodded and the two of them headed into the line for the roller coaster. It wasn't too long before they were at the front of the line and buckling into their seats. They were seated at the very back, which would supposedly give them the most thrilling experience. Clark had insisted on it, but started to regret the decision as the workers checked to make sure they were secured in their seats. Although he was opened to going on roller coasters, he still had a fear of heights that would likely get worse the higher up the hill they went. But before he could do anything else, the ride lurched forward and made its way up the hill.

When they were near the top, Lex glanced over at Clark. "I'm not sure if this will be too thrilling. I didn't build up much anticipation as we-"

Lex was stopped when the ride sped down the first hill at top speed. Most of the riders let out loud screams of fear, delight and thrill as they raced downwards. When reaching the bottom of the hill the coaster went right back up and into a loop. The ride went by pretty quickly in an exciting mixture of pretty high hills and large loops. The coaster was going at a speed faster than Lex must have ever driven in his fancy cars. Halfway through the ride, the billionaire and farmboy locked eyes with each other and grinned. Clark was rather scared, but it was all a part of the thrill of riding a roller coaster. By the third and final loop, both Clark and Lex were screaming along with the rest of the riders.

Both acted generally calm when they got off the ride and started walking around the area again.

"How'd you like the roller coaster?" Clark prompted.

"I have to give you credit Clark, you were right." Lex admitted, giving his friend a smile. "That was more fun than I'd ever expected it to be."

"Don't worry Lex, I won't tell anyone you love riding roller coasters." Clark teased, grinning.

Lex rolled his eyes, but the smile didn't leave his face as they continued on.

The two of them continued to walk around the park and headed on the majority of the rides. They rode the biggest roller coaster in the park that had a hill that went so high Clark felt like he could almost touch the clouds. It then dropped down the extremely steep hill at an incredibly fast speed. They rode many other roller coasters as well, enjoying each and every one of them. They made sure to also go down the drop tower, which went at a height higher than most of the roller coasters in the park. Clark's fear of heights made him quite scared once they were at the top overlooking the whole park. Lex had glanced over at him after looking at the view for a moment and grinned. When Clark was about to smile back, the ride dropped them down and both boys let out loud screams. The spinning rides were a great fun for the duo as well. They enjoyed rotating in fast circles at speeds that were far too fast for some. After one especially accelerated ride, one of the riders threw up because of dizziness. Clark and Lex however, barely felt any difference in their step as they ran off, scouting out more rides. They had planned early on to have a break to eat, but didn't end up actually doing it until much later in the day.

Clark sat on one of the large rocks on the edge of the sidewalks. The smile on Lex and his faces had remained there all day. Lex was clearly having a great time and Clark was incredibly happy he had invited the billionaire along. Clark was currently waiting on Lex, who had told the farmboy to stay by the rocks for a few minutes. As he waited, he noticed two girls walking along the sidewalk happily.

"Lana! Chloe!" Clark called.

The girls looked over to his voice and headed over to where he was sitting. Clark stood up and smiled at his friends. They both had stuffed animal that they were cradling in their arms which they had obviously won at one of the games.

"Hey Clark, where's Pete?" Chloe asked.

"He ditched me to go hang out with a girl from school right after you two left." Clark answered.

Lana frowned. "He did? Does that mean you've been alone Clark? I'm so sorry we just left you like that."

"Don't worry; I'm having lots of fun. I've ridden a lot of thrilling rides and just had some great pizza a while ago." Clark assured her.

"That doesn't sound fun to do by yourself." Chloe mentioned.

"I never said I was by myself."

Looks of confusion crossed the girls' faces for a moment. Before they could ask anything else, Clark glanced to his right and his smile grew. He rushed over to where Lex was holding two cones of cotton candy. The billionaire handed Clark one of them and the farmboy immediately ate a large chunk of the fluffy treat.

"Good afternoon." Lex said to the girls, who were at their side a moment later.

"Hey Lex, we didn't know you were coming." Lana greeted, smiling politely.

"Clark invited me along. Although he didn't predict that I would actually come." Lex said.

"That answers the question of who Clark's been spending his day with." Chloe commented. She noted how happy Clark and Lex looked at that moment and smiled.

The four of them chatted for a few minutes about the best rides and how they were feeling before splitting up again. Lex and Clark referred back to their map and started tracking down the best looking rides they hadn't been on yet, while Chloe and Lana continued to walk around for a while.

"Did you see how happy those two looked back there?" Chloe questioned.

"They both looked like they were having the time of their lives." Lana answered. "Did you see the way they were smiling at each other?"

"Yeah, and the way Clark rushed over when Lex returned with cotton candy."

"Their interactions seemed so… brotherly. I also don't think I've seen Clark that relaxed in a long time. I've never seen Lex that relaxed at all."

"Well there's nothing like amusement parks to make you feel content and grow closer to your friends. I should write an exposé on the effects."
The girls grinned and continued to chat.

"Let's ride this one!" Clark exclaimed meanwhile, with a boyish enthusiasm. He pointed to a ride off to the other side of the park they hadn't ridden yet.

"Sure Clark, but we're riding this one after it." Lex said, pointing to a different ride.

"Okay!" Clark agreed, taking the map and shoving it back in his pocket.

The two of them headed off, eating the last of their cotton candy as they walked.

-SMALLVILLE-

Clark and Lex's faces hurt from all the smiling and laughter from their day at Land of Wonder. They had ridden every ride in the park they wished to go on. They even went back for seconds on a couple of them. The lines on the rides hadn't been too long that day, but even when Clark and Lex had to wait, they didn't mind. They were enjoying the time they were having together and they certainly had plenty to talk about. They stayed at the park right up until its closing time and wished they could have stayed longer.

Clark yawned for the first time that day when he entered the Kent family farm. He realized as he made his way up to the loft that he was tired. He hadn't noticed the feeling earlier due to the exhilaration he had been felt at the amusement park. Clark immediately collapsed on the couch when he reached the loft. Lex, who Clark had invited to come to the farm for a bit, sat down right next to him. The billionaire yawned and rubbed his eyes, clearly tired as well.

"That was the most fun that I've ever had." Lex admitted. "I think I'll take your word for it next time you invite me somewhere and say that it will be fun."

"I'm glad you enjoyed yourself Lex." Clark said, smiling.

They continued to chat with each other until they were so tired their sentences went incomplete and replies became as short as a single word. Soon Clark's head was slumped on Lex's shoulder and the two were fast asleep.