Clark Kent remembers his relationship with Professor Milton Fine AKA Brainiac. Spoilers for most of season five. Alternate Universe and I have changed some of the details in order to fit the story. Slash story including Clark/Lex, Clark/Brainiac, and a possible mention of Clark/Pete relationship.

"I wish we could back
to the beginning
cause there's something missing from your eyes.
We lost a lifetime
when I disappeared,
now I am coming back to you," American Hi-Fi.

After Lex and I broke up, I didn't know what to think, how to act, or who I should turn to. I was a college freshman on the rebound, and an alien who had to use every once of strength to keep from tearing a lover in half. On the first day of school, I saw professor Fine, and immediately fell head over heals in love with him. Yes, he was older—even more so than Lex—and he wasn't as attractive, plus there was the whole teacher/student issue. Those are the main reasons I waited so long to approach him. I was scared of rejection, nervous about starting a new relationship with anybody, and had no idea how to talk to somebody I had such a huge crush on.

Pete and I had been best friends our whole lives, and that incident in his basement just sort of happened junior year (come to think of it, he may have moved with his mom more out of fear of what was happening between us than over the "stress of keeping my secret") and even with Lex, we sort of went from being friends to being more than that. However, I barely knew Fine, and so I wasn't sure how I was supposed to go about this sort of thing. We talked a few times, outside of class. He was funny, smart, and sweet, but I acted like a giggling school-girl, and I figured my chances of us being anything more were slim to none. Then Lex came barging into the classroom, and I was worried about both of them, so I stayed behind and watched the two of them arguing from the hall.

"Stay away from Clark Kent," Lex snapped, but his body language showed more fear than anger. It almost seemed as though he was worried about me. Too bad he's such a big, fat, lying jerk, I thought.

"I'm certain I have no idea what you are talking about, a rare situation for me, but if I did I would remind you that Clark is an adult. He's free to do whatever he chooses, live the "American Dream," so to speak. If he wanted to spend time with me, then that is up to him." I smiled and thought to myself, he loves! Then I sort of giggled. Fine's head turned to the door, like he actually heard me, but—no, I thought, that's impossible.

"So, the American dream is a romantic lesion between a university professor and his student? Most schools have rules about that sort of thing, don't they? Then again, maybe that's why you picked such a prestigious institution. I mean, Harvard, Yale, Central Kansas, I know it was one of my top choices when I applied for college. Even my father and I managed to agree on good ol' Central Kan." Professor fine laughed at Lex's remark, but in a mocking sort of way.

"Well, as much as I would hate to end this wonderfully entertaining conversation, I have a meeting with a student who is one more poor-scoring pop quiz score away from failing my course."

"From what I hear, that description could fit any of your students. You're what kids call "way harsh," aren't you?" Listening to Lex try and use slang was like listening to a cat trying to play the bagpipes.

"I'd say I'm more of the tough but fair type. Of course you could ask any one of my students, if you want a second opinion."

"And if I were to ask Clark what he thinks of you?"

"What is your fixation with this teenage farm boy? He certainly seems to mean a lot to you. Or, rather, who he spends is time with seems to be important to you."

"Clark's special, and I would hate to see someone like you take that away from him."

"Clark Kent is about as average as they come. Sure he has some potential for greatness, but so did you, once upon a time." That pretty much ended the conversation. Then, Lex went out the back entrance and Fine cleaned up a few things, before coming out of the classroom, and almost bumping into me. "I'm sorry, Clark. I didn't expect to see you there."

"I saw Lex come in, and the two of you were fighting. I guess I was worried, because he can be kind of a jerk. I wanted to make sure everything was okay. I can get out of here if you have to go to that conference."

"What conference? Oh you mean—you heard that? Through the mahogany doors? I'm impressed. You must have the ears like an elephant. What else did you hear?" he asked a moment later.

"Not much. The sound sort of came and went; I think you must have turned and your voice carried through the cracks between the door and the floor or something like that," I told him, stupidly.

"It must have been," Fine said, patting me on the shoulder.

"So I guess you're busy then, with your meeting then, with your other student," I said, as nervous as used to get back when I tried to talk to Lana in high school.

"Actually I made the whole thing up. I just wanted to get rid of Luthor."

"Oh, you wanna go and get a cup of coffee or something?" I tried to make myself sound casual, but failed. I think my voice may have even cracked.

"Shouldn't you be in class right about now? Literature and composision101, right?" he asked, taking a step closer so that our legs were all but touching, and I could feel his breath (sweet and minty) on the nape of my neck. "I'd hate for you to miss out on your education."

"I switched so that I'm taking it on Monday along with my math class. That way I only have to come out here two days a week. My dad really needs my help, especially in the mornings. But, uh, I just called to check in and it's pretty slow at the farm right now. So, I'm completely free, if you wanna go somewhere, that is."

"Sure, I'd enjoy that." We went out for coffee; he paid. "You need to save your money for more important things, like tuition." We sat talking for more than three hours, his knees and hands kept crushing p against me, but I couldn't tell if he was doing it on purpose or not. Then he said he had to leave, squeezed my hand, smiled, and walked away. For the next couple of weeks (until I figured out he as from Krypton too) I didn't do try and move ahead. I just lay in bed at night, fantasizing, masturbating, wishing that I could control myself better. I had to be so careful with Lex, and once or twice I'd even hurt him, but luckily it wasn't too badly.

Fine seemed so nice, and funny, and I loved him. I wasn't going to risk tearing him in half, just because I lost control mid-orgasm. Then he told me the truth, and less than a day later, I showed up at his office, pushed him up against the desk, kissed him hard on the mouth, and ground my crotch against him, able to feel his hard on, even through his pants and mine. It practically jumped at me.

"I've wanted you since the day we first met," I moaned, but he remained calm, touching my face, here and there, looking into my eyes very carefully. "Please?" I begged.

"I just don't think we should do this sort of thing on campus. The school has no specific rules about teacher-student relationships, but he let his voice drift off, but leaned in to kiss me once before we raced off to his apartment.

It was a nice place, small, one bedroom, one bath, a kitchen and a room with a desk, chair and computer. The first thing I noticed about his apartment was the size. The second thing I noticed was the fact that he didn't own a TV. He laughed when I told him this, and asked why he would want to watch human beings pretending to act like more sophisticated creatures then they really are, when he could do the same thing anywhere on the planet. Then he kissed me again, his mouth lingering on mine as though this was a completely new experience.

"What should I call you?" I asked, running a hand over his short, soft hair. Fine only shrugged. "So it wouldn't be weird to you if I called out, "oh, Professor Fine," in the midst of lovemaking?"

"Only because that's not my real name."

"What is your real name?"

"My Kryptonian name roughly translates into Milt Fine in human English, which is the reason that chose this particular pseudonym."

"Milt Fine? You could pick anything you wanted in the universe, and you went with Milt Fine?"

"We can't all be blessed with something as beautiful as Clark Kent or Lana Lang," he said in the same, snotty, I know so much more than you tone. "To borrow a phrase from these humans, if I do everything right, you'll be left speechless." Fine smiled, picked me up and carried me back towards the bedroom. For the next fifteen or sixteen hours, we wrestled between the sheets, each of us took turns overpowering the other, and then fucking them seven ways from Sunday.

Unlike Lex, Fine was able to keep going again and again and again, all night long, and well into my first class the next morning. By the time I actually got home at about 11:00 PM, everyone was pissed at me. My dad was mad because he had to do all of my chores. My mom was angry because my dad having to do my chores was almost enough to kill him. Lana was pissed because we were supposed to have dinner. Lois and Chloe were mad at me for ditching Lana, even if we weren't dating anymore, and my other professors—well actually they didn't care but it sounds better to say, everyone was pissed at me, instead of everyone but my professors were pissed at me.

"Where on Earth were you?" my parents shouted, and it took several minutes of debating in my head before I decided what, if anything, I should tell them.

"You know how I'm taking world civilizations with Professor Milton Fine?" I asked, and before Dad could say, "What does that have to do with anything; I told them the rest of the story. "He's from Krypton…"

"What!?!" my father shouted.

"Clark are you—what your father is concerned about is—are you sure about this?"

"He knows everything there is to know about it. He can do everything that I can—he has all of my abilities, and—yeah, I'm pretty sure."

"Did he come out of that ship with those—others?" Mom asked, holding her arm out in front of dad's chest to keep him from jumping up and doing something irrational, and crazy.

"No. Milt says he's been here for years. He was on Earth when Krypton was destroyed. He thinks here's at least one more of us here, and I think he's looking for—the guy."

"Like us…does that mean you told this—person—about your secret?" my father asked, ignoring the relax and we'll figure this out look my mom was giving him. "Clark, you know how dangerous that is! Why would you do something so—careless?" I could tell her really wanted to say "why would you do something so stupid," but restrained himself.

"No, I didn't have to. He already figured it out on his own."

"Every time we've had to deal with someone from that god-forsaken planet, it has turned our lives upside down."

"You feel that way about me too?" I asked.

"Clark, how could you say something like that?" Mom cried, but I was mad at her for not asking my father the same question. He was the one being a jerk here, not me. "We love you more than anything else in the universe, which is why we worry."

"Fine and I talked a lot. He knows about my biological father, and all the bad things Jor-El did on Krypton. Milt told me he was banished to Earth about ten years before the first meteor shower, for standing up to my dad." This seemed to be enough to keep them fro hating my boyfriend. I brought him home for dinner a few days later and my parent's eyebrows almost hit the ceiling when we hugged. Still they gave him a chance and over the next few sys they started to accept our relationship. Soon they were even happy about us. I loved him; he loved me, and everything was perfect…right up until we were standing in the Fortress of Solitude, him egging me on, as U slid a gigantic, black crystal into the control panel and everything went nuts.

"You lied to me!" I shouted. "All those things you told me about my father, they were lies, weren't they?" Fine didn't say a word. "How could you do this to me? I loved you!"

"Love—what a pathetic concept." He smiled, coldly, as ice and crystal collapsed all around us. "You are a beautiful creature Kal-El, but you are young, naive, and have allowed humans to influence your emotions. They've made you weak, which is why it was so easy for me to do this."

"If you really think I'm that beautiful—if you do care for me, then why are you trying to destroy everything that matters to me? Why make my life miserable?" I sobbed.

"Now there you go again. These humans are pathetic, but you don't have to fall with them. Join us, and General Zod will take you in as his son. You and he would rule together, become gods to these people, and you and I could remain lovers. Everything would be perfect. Come, Kal-El. Join us."

I never admitted this to anybody else, but I actually did consider it for a moment. I don't know if it was shock, fear, love, or if I really wanted to be like them, but whatever the reason, I didn't say no right away. I hesitated, showed weakness, and Fine came after me. Then Chloe rushed in and saved the day. As usual, I felt incredibly stupid, and as much as I hated Brainiac for what he did, part of me still cared. I tried to tell myself it was just the sex at least a million times, but it never worked. I loved being able to be open and honest with somebody, even if he did betray me in the end. I never had to hold back with him, didn't have to worry about hurting him. After the incident in the fortress, I began to track Fine, chasing him all across the globe, and the whole time I was trying to convince myself that I was just trying to destroy a monster.

The whole Zod inside of Lex, me in the Phantom Zone thing, and the Raya/ escaped phantom situation, I was completely devastated, but I also learned something. Even after all the things he had done wrong, all the pain and suffering he caused, even though I had grown up so much over the last year, even though we had ended our relationship, and even though we'd been acting like each other's worst enemies for a really long time, I was—I am—still very much in love with Lex Luthor.

Being with Milt seemed so perfect, so wonderful, but he lied to me, about everything. He's not even a real Kryptonian, just some robot who can absorb knowledge like water going into a sponge. He did to me what I had done to the rest of the world. I finally figured out how it felt to date myself, and I hated it. I never meant to be like that, but I guess I just—didn't know any better, and I was afraid of what people would think of me—what they might do. I used to have these reoccurring nightmares were I was on this silver table in a science lab, lying face up, and the room had this horrible stink, formaldehyde… Then the door would open and all these people would come into the room, but I only recognized a couple of them. Usually Lana was there, Chloe, Lex, Lionel, sometimes my mom and dad even showed up. Some of the people were wearing lab coats and they would walk right up the table, with Kryptonite knives and forceps and stuff. A couple of them would hold me down, even though I couldn't move anyway, while one guy started to cut me open like he was dissecting a frog.

The whole time he was picking up and removing my organs, he was telling everybody how I was so different from them, reminding the people watching that this was okay. "He's not human. Do you allow his appearance to fool you," he'd say. There were lots of people taking pictures and when the guy finished looking around inside my body, he and al lot of the others would leave the room, but Lana, Chloe, Lex, and anyone else who knew me would stay behind. They all walked up to me, one at a time, and told me how much they hated me. Some of the time one or more of them would spit on me. Then they left and I was all alone in the science lab, still cut open with all my organs laid out on the counter beside me. I couldn't move; everything hurt, and I was really scared, but I wasn't able to move or scream. I had to just lie there, bleeding to death. When I woke up…

"I know it's not an excuse. I shouldn't have lied to my friends, especially somebody I really, really cared about. It was wrong, and I'm sorry. What I did to you was stupid, and immature, and if I could go back in time, and change things, I would. I guess we can't do that though, can we?"

"No, we can't," Lex said quietly, emotionless. I watched him for a while, like a staring contest. We were trying to see who would give in and take the blame this time, and as much as I wanted it to be me, I was still pissed. His face was soft and smooth, the slight pucker of his lips, the look he gives me when I call him on something, those almost angelic blue-gray eyes, the way he smiled and pressed his face into my shoulder when we hugged, that half sad, half amazed expression of contentedness Lex gets when I say, "I love you." This was the man I wanted to spend the rest of my life with, not some artificial creature made from God only knows exactly what.

"Well at least now that I've told you about everything I ever tried to hide or keep secret, I haven't got anything left to lie about…and even if I did learn about something new, more abilities or whatever, I'd really like to be able to share it with you." He sort of shook his head, and shrugged. "That's not even close to enough, is it?" I didn't expect an answer, and yet I was still surprised when Lex didn't say a word. "I am sorry. Come on Lex, I'm doing the best I can. Look, just say something so I know that you're not planning to kill me," I begged, actually getting down on my knees in front of him, and licking my lips in an attempt to look seductive.

"Murdering you would be slight over kill. I mean, you lied to me, but I don't know…''m not sure how to fix that. If I was, my father and I wouldn't have nearly as many problems."

"What if I spend the rest of my life making it up to you, or at least trying to make it up to you?" I asked, touching my hand to his knee, then rubbing the inside of his thigh, with my fingers.

"That has got to be the most pathetic thing I have ever heard." I looked away, but saw Lex smile, from the corner of my eye, as he reached out to touch my face. "Maybe—but, uh maybe it's not completely idiotic. I might even, sort of, like it. You must not like me very much, do you?"

"Of course I like you." I wrapped my arms around him, tightly, and Lex did that thing where he pressed his chin into my shoulder, his lips spreading into a smile, eyes twinkling, sweet hot breath on my neck. "I always loved you. Even when we were fighting all the time—even when I was with Milt, I'd find myself thinking about you. I tried to convince myself that I was comparing to lovers, and used his strength to make myself believe he was better, but the truth is, it was never even close. I saw you once in Honduras, and—you know, we could make up, but I thought you hated me. I was so scared of—I don't know what, but uh, the point is, I never stopped loving you. I never will."

"You wanna go upstairs? Maybe we can start working on making up for hurting each other," Lex suggested, and even though he wasn't great at coyness (or slang) I really couldn't have cared less. He's perfect just the way he is. As we headed towards his bedroom, I thought about the TV commercial where the guy is screaming "I love this woman!" Then he proposes, they hug and she whispers, "I love this man!" I realized that we could be that couple, someday, maybe. Our relationship needed a lot of work, but we had started to trust each other.

Together Lex and I got past the hardest part, opening up and allowing ourselves to be venerable. "Now all we have to do is stay together and try not to lie to each other for the rest of our lives," Lex said, when we talked about it later, his body dotted here and there with beads of sweat, a silky, lilac colored sheet twisted on the bed, laying gently over the lower half of our bodies. He leaned in to kiss me, and left his head on my chest. "I forgot how good you smell."

"It's weird, with everyone else I've ever been with, Lana, Fine, and Pete—we only actually did anything this one time when we were all alone at his place. Plus we were so scared and confused I'm not sure it really counts as sex—but what I was trying to say was, with everyone else I've ever been with, I found myself thinking about other things, when we were together. I was distracted, unhappy; I was always unhappy, somehow, but not with you, never with you. Ever since you and I started—ever since the first time we made love, all I can think about, is you. I love you Lex, and I want us to be together forever," I told him, and for the first time in a long time, I actually believed it was possible.