(Roll over baby

The time has come

To make a little more room)

Lana made her way up the stairs of the loft, Clark greeting her cheerfully. She still wore her formal attire from Lex's reharsal wedding, Clark donned the complete opposite.

"Sit," she ordered, joking.

"Want me to play dead too?" he rebounded, planting a soft kiss on her cheek. They sat on that couch, Clark's clingy-ness constrasting majorly with Lana's distant apperance.

"Clark.. listen.. we need to.."

"Talk."

"Is it that obvious?"

(I've hung around you

It's getting tough

I think I'm gonna break down soon)

He said nothing, just looking at her. Taking every aspect of Lana Lang in, waiting for her to speak. She felt.. worshiped. Like some sort of untouchable goddess. The way he was so careful with her, so afraid she'd break..

"I'm starting to think.. us.. was a mistake," she said in one breath.

(Cuz I remember

Crying in the park

It was getting dark

Suddenly I looked up

You were my sky )

"Shh," he leaned into her, speaking softly, "It's not. I care about you Lana.."

I know," she inched away, "But It's not fair for you.." "What are you talking about?" he looked puzzled.

(So go on

And sleep darlin

Why don't you pretend we were just a dream

It's cool, baby

It doesn't matter anyway

Well I'm so sorry

Got to the station a little too late

Such a shame

Just missed the train

Just missed the train )

"You need someone who can love just as much as you love me," she looked at him, "It's not that I don't care about you Clark. It's the complete opposite. I can't return all these feelings you have for me.."

He touched her face lightly, "I.. I.. I love you Lan.."

She brushed his hand off, "I know you do. You're a beautiful person Clark, and someday maybe you'll find someone who can return all of the love you have..I'm just not that person."

(Be quiet angel

Don't make a sound

Just save it for a rainy day

Oh can't you see me

I'm such a mess

Just trying hard to find my way

You remember wasting all the time

We were feeling fine

Though we couldn't walk the line

We were all right )

"I want you to be happy.." she continued, looking at him. He looked so torn, heartbroken, speechless, "I'm sorry."

(So go on

And sleep darlin

Why don't you pretend we were just a dream

It's cool, baby

It doesn't matter anyway

Well I'm so sorry

Got to the station a little too late

Such a shame

Just missed the train )

She kissed him on the cheek, "Love you.." gathering her handbag, she ran down the stairs.

An unexpected face stood on the landing. Chloe. She looked understanding and nodded. Lana nodded back, as if giving her permission to go. She brushed past her, walking up the stairs. Clark sat on the couch, looking heartbroken.

(Oh, why'd that train just pass us by

Didn't anyone see

We were stuck at the light

Or we would've made it on time )

She stood silently for a few minutes, and then spoke, "So, Clark.. you and Lana.."

"Yeah, sorry I didn't tell you. Y'know, I broke our promise about being honest with each other and all.. Things didn't work out anyway.."

"She dumped you. I heard the whole thing. Fiesty little thing, eh?" she sat beside him, trying her best to look like she understood why he and Lana had to hide their relationship from her.

"Chloe.. I made a huge mistake with Lana. You, you were always there for me when I needed you.. you're my best friend.."

"It's not that I'm not flattered Clark, but what are you trying to say?"

"I never was in love with Lana, just the idea of her. It's always been you," Clark said, looking deeply into her eyes and leaning in.

Chloe dodged him, and stood up, "Wow. Okay. This just got very uncomfortable."

Clark looked confused, "I thought you had feelings for me." "Exactly. I HAD feelings for you, but that's ancient history. We both know very well where we stand with each other! What am I, your back-up plan or something?"

"I was thinking because things with Lana blew over.."

"That you'd expect me to let you hurt me again? No Clark. The only reason I'm here is because Lionel Luthor just asked me to do some research on you, and I have no idea WHY he'd be interested in you.. and.. god, why am I telling you this. Clark Kent, you're a pig!" she ended her frantic ramble by storming off as a certain pink piece of paper slipping out of her pocket onto the wooden floor.

'It's weird. The way Lana tried to give me a chance with Clark like that. Right when he was at his worst: freshly dumped by Miss Lana Lang. I almost felt like I could have kissed her for giving me that chance. I chance to tell Clark -exactly- how I felt.'

(So sleep darling

Why don't you pretend we were just a dream

It's cool baby

It doesn't matter anyway

I'm so sorry

We got to the station a little too late

It's such a shame

We just missed the train..)

a/n: Review and all that good stuff. First Smallville fic, so do try and be kind.