Chloe dried her pouring eyes on her sleeve and leaned her head back on the head rest as she heaved a heavy sigh. She had been parked outside the Talon now for almost an hour but couldn't get up the nerve to go up to her apartment. What if Clark was there? It was late morning now so he would obviously be awake and looking for her. That innocent grin and those charming eyes were the last things she wanted to see right now when her mascara was smudged and her cheeks blotchy from sobbing. Besides, if she did meet him by chance and mentioned his little slip-up, he would pass it off as nothing and would make her feel bad for doubting his feelings for her, if there were any at all.

No, just for now she wanted to wallow in the dark, sinking abyss that was Clark's undying affection for Lana Lang. After all, what was she in comparison to the brunette stunner? Lana had all the modest pleasantness down to a tee and with a face as flawless and small-town sweet as hers, who needed brains. Of course, Lana had brains. After all, she did study at a French art school for a few months before a pesky miraculous tattoo had her running for the next plane home. Chloe Sullivan on the other hand was Metropolis-raw. She had that edgy, city quality and possessed all the streetwise savvy of Suicide Slums, so why would Clark find her at all interesting? She paled in comparison to Lana Lang, who had the tragic back-story that a writer would kill for.

For a moment, Chloe wondered why she was getting so worked up. After all, it wasn't like Clark had blurted out the wrong name during their fun and games last night. Not like Jimmy had done a few times. But she had forgiven Jimmy because he had talked himself out of trouble, or as best as an amateur photographer could when faced with a slick reporter like Chloe. But somehow Clark's betrayal stung more than any of Jimmy's indiscretions. Her feelings for the galactic refugee ran deeper than blood, and deeper than where air could penetrate. She often fancied that her heart was turning into one of those Valentine's Day cards, with the plump, shining designs and paint so crimson it was like blood. Every time Clark's handsome, smiling face crept to the forefront of her mind she couldn't help but tremble. All those years of unrequited love and finally she had won her prize, but then had found out that it was all a lie. Lana was still the embodiment of a Goddess and Clark still worshipped at the altar of her seduction. How could Chloe compete?

As she watched, the door to the Talon opened and Jimmy Olsen hurried out as if Hell and all its fury had just been unleashed on him. His 'phone was clutched tightly in his fist. Chloe heaved a sigh as she remembered that they were supposed to meet this morning. She was going to tell him that it was over but now she wasn't sure if it was. If Clark was still as besotted with Lana as she suspected, Chloe would be able to keep her little infidelity a secret and no one would know. After all, Clark was good at keeping secrets. He'd kept his alien heritage a secret for years so their passionate athletics was tiny in comparison. She could rely on him for that one favour.

Jimmy disappeared at a run down the street and Chloe finally took her courage out of her handbag. She climbed out of the car and took a deep breath, her eyes fixed on the Talon that was Lana's legacy to Smallville. But before she could put one foot before the other, a hand laid on her shoulder and she whirled around in shock.

"Sorry Chloe, I thought you'd heard me."

The last thing Chloe Sullivan had wanted to see was the brown-black hair and hazel eyes of Lana Lang, the curves that had Clark so blinded hugged nicely by a black Dolcé coat and Armani trousers. The strong scent of money lingered in the air between them but Lana didn't seem to notice the sudden change.

"Are you OK?" she asked with a frown as Chloe's unblinking stare continued, "you don't look too good."

Chloe snapped herself out of her inner screaming fit and shook her head, "no, everything's fine," she lied but Lana wasn't as stupid as people thought.

"I ran into Lois and heard that Clark wasn't himself last night. Is he alright?"

"Yeah, Clark's fantastic. In fact, he's just the way he always was," Chloe replied with venom dripping from her words, "just as secretive and just as in love with you as ever."

She made to pull away, fresh tears forming in her eyes, but Lana stopped her with a hand on her elbow, "Chloe, what's happened?" she asked, concern drawing lines across her face.

Chloe could barely look at the one person that was responsible for the destruction of her bliss. She knew that she was being unfair to Lana. After all, Lana hadn't exactly asked Clark to speak her name in his sleep, but Chloe needed someone to blame and awarding Lana the privilege was easier than laying it at her own feet.

"Clark wasn't exactly himself last night. He was infected with some love potion or whatever that a woman was selling at the party last night and he came on to me. Let's just say I wasn't complaining when he dragged me out to the alley."

"Wow," Lana said with the tiniest hint of jealousy, "so you two?"

"Yes, we had sex," Chloe announced, the tears finally allowed to fall as she admitted that last night had actually happened to someone besides herself, "and it wasn't just one time either. We had the most mind-blowing sex considering he hasn't exactly had many women and I honestly thought that we had crossed a bridge. Crazy what you can fool yourself into believing isn't it?"

"What do you mean?"

"I've waited so long to hear Clark say that he loves me and when he did I thought that you were completely out of his head but I was wrong. Just when I thought that I had beaten the perfect Lana Lang to something, I realise that I can never really win. Clark loves you, no matter what he tells everyone else. Saying your name in his sleep kind of proves it."

Lana was stunned into silence. She couldn't deny that her feelings for Clark would never change. She had always loved him on some level but his secretive ways were too much. She knew that her biggest mistake with Clark was trying to convince him that he could open up to her. Perhaps if she had backed off a little and been more understanding then he would have been able to talk to her honestly. A huge part of her had always been jealous of Chloe because she didn't need to be an investigative reporter to know that Chloe knew more about Clark than she often let on. Lana would kill to finally know the truth about Clark Kent.

"Chloe, I'm sorry," Lana said in as sincere a tone as she could, "but I'm marrying Lex. I love Lex, not Clark."

"Don't lie, Lana," Chloe barked angrily, "you'll always love Clark and evidently the same is true in reverse."

"Whatever I feel for Clark, I know that if he told you that he loved you, he wasn't lying. The one thing I know about him is that he may withhold the truth, but he never completely lies. Clark must feel very close to you."

"You don't have to do this," Chloe said, wiping her swollen eyes on the back of her sleeve, "you don't always have to jump to his defence. I know how he feels and I can't change that no matter how much I want to."

"Have you even tried to talk to him? Have you given him the chance to explain?" Lana asked.

"Why bother? He'd probably come up with a rave excuse like he always does."

"Maybe you should give him the chance instead of running. Clark has opened up to you in ways that he never could to me. That has to mean something. Chloe, I can't deny that I would kill to be in your position, knowing everything about him. I've tried to get Clark to open up to me hundreds of times but he could never trust me as much as he does you. You've been best friends for years; maybe he's decided that he wants something more. Don't pass up the opportunity to be happy with the person that you love."

"Shouldn't you be taking your own advice?" Chloe asked.

Lana shrugged, "my feelings for Lex will never be what they are for Clark, but I can't stand being kept in the dark. I know Lex like I never knew Clark. He trusts me with the darkest sides of his nature, no matter how ugly. Clark could never bear for me to see him so naked. If he's trusted you so completely, you can't run out on that because if you do then you've already lost."

Chloe thought for a moment, hating how much sense her rival was making. Living with Lex Luthor had not been the brightest move she had ever made, but it had taught her a lot about people, and who knew Clark's relationship side better than Lana Lang?

"Why do you have to make so much sense when all I want to do is hate you?" Chloe asked with a small laugh.

Lana smiled, "you can still hate me if you want, I don't mind. Most people around here aren't particularly pleased with the engagement."

"I still don't understand why you're with Lex."

"You can't help who you fall for, Chloe. You should have learned that by now. Lex is kind and sweet and protects me, even though he has this inner darkness. I know that he loves me more than anything in his life. Clark is strong and sturdy but I could never depend on him. You understand him. Don't throw someone so special to one side too soon. Keep trying. Give him the chance to prove how he feels about the relationship and you'll see where you stand."

Chloe frowned, "aren't you supposed to be in the part of the wicked witch who is supposed to try and convince me not to marry Prince Charming?"

Lana laughed, "I know you'd love me to try and step in to steal Clark away from you and walk off into the sunset, but I have my Prince. Now it's time to go after yours."

"Chloe!"

The sound of Clark's voice startled her and she turned slowly. Their eyes met for only a moment, but in that moment she knew everything she needed to know.