Metropolis

by elbowface

Future continuation of "The Frog and the Scorpion." The ongoing story of Leo and Clark.

PROLOGUE

Like part 1, based on Medie's excellent Someday Series.

The finale for season 3 (chaps 35-36) is mostly done, but not really ready to show you yet. Hope this chap doesn't spoil them for you. Besides, given the fluidity of my current life situation, I felt like exploring transitions in the characters lives here. Enjoy!

AFTER Season 4: SUMMER 2005

"It's the end of an era."

"I'd prefer to think of it as the dawn of a new one," Leo replied tersely.

"Of course, Miss Luthor. I meant no disrespect."

Bullshit. "Of course not, Mr. Happerson. I'll require your cooperation to ensure the merger of Luthorcorp and Leocorp rolls along smoothly, after I formally assume the Chairmanship of Luthorcorp."

An oppressive silence lingered over the speaker phone. "There's no need to rush such things. Wouldn't you prefer to take things slowly, perhaps outline your future strategic vision for Luthorcorp for the rest of the board?"

Leo glared icily at the phone, her mood lending steel to her voice. "Your suggestion is noted, but I've made my decision. Good day, Mr. Happerson."

She curtly cut the phone line, exhaling with frustration. At 9 AM Monday – a scant three days from now – Leo Luthor would formally be voted Chairman of the Board for Luthorcorp. The entire procedure was merely a formality – with the shares she inherited after her father's death, there was nothing the Board could do to stop her – but the symbolism was significant to her.

At last, after all the trials and training and struggling, Luthorcorp was hers.

And she had already outlined the first major project of her reign as Chairwoman – the official merger of Luthorcorp into Leocorp.

Many business journalists and executives dismissed the merger as an exercise in vanity, as little more than a name change. Luthorcorp was an established corporate giant with a market capitalization worth more than a hundred times that of her little cash-starved start-up company, Leocorp.

Of course, this disparity in worth was only on paper.

Scrolling through an email from her head of R&D at Leocorp's Cadmus Labs, a slow satisfied smile curled her lips. The first wave of Kryptonite-based projects were nearly ready for production – all they needed was one last surge of capital investment, and they would be ready to take off. Luckily, the old chemical conglomerate Luthorcorp, while engaged in a rather boring business, was also cash rich with an excellent line of credit.

Thanks Dad.

Her people were also making great progress in studying some of the trinkets she had "borrowed" from Clark's Fortress of Solitude. While her people were still struggling with the basic principles behind the technology, they were also taking the first steps towards successfully reverse-engineering some of that incredible technology.

While the Leocorp products that resulted would only be inferior copies of the original Kryptonian items, even those imitation models would be decades ahead of anything her competitors could counter. Even in cases where her people couldn't reproduce the technology, they gave her researchers new ideas in new directions that they never would have thought of on their own!

Leocorp stood on the brink of becoming the largest, most powerful technology company in the world, the first true Mega-corporation, beyond the wildest dreams of anything even her father could have imagined….

But for all her burgeoning professional success, all this achievement tasted of ash.

Success meant little if there was no one to share it with.

Since their disastrous attempt at "dating" had failed, she and Clark had lost something of what they'd had before.

When Clark still occasionally needed her to address some arcane aspect of Kryptonian knowledge from his Fortress of Solitude (a title Jor-El's ice palace certainly warranted more than Jonathon Kent's old barn), the gap was temporarily bridged.

Without it, a wide chasm loomed between them.

They were no longer comfortable alone together.

When last they spoke at the Talon, they had ended up fighting over who was going to pay for the coffee. Clark insisted he would, since it had been his idea in the first place, and Leo, knowing the financial problems the Kents had been facing since Mr. Kent's death, refused.

While Leo knew how hard losing a parent could be, Clark had absolutely refused to let her comfort him, even becoming furious with her when she tried. He almost seemed determined to blame himself for his father's death. At first, Leo had attributed this to simply survivor's guilt, part of Clark's built-in guilt complex.

But given the vehemence of Clark's reaction, and his absolute refusal to even talk about it, Leo was convinced there was something more to it – not that Clark would ever stoop to tell me about it.

When she tried to pry it out of him, he'd accused her of snooping in his personal business, slammed his money down on the table and stormed out of the Talon. He hadn't spoken to her since.

Climbing into her Ferrari, she gunned the engine toward the Kent Farm, her face pensive as she considered her next move.

Truthfully, she could (and should) have left for Metropolis weeks ago, but she had been purposely been putting that off, waiting for ….. something. She waited with Luthor stoicism for Clark to come to her, groveling for penance…

But in a monumental breach of Luthor discipline and everything her father had ever taught, she finally broke down was coming to him…

But not without good reason. She'd discovered Clark had withdrawn from college, postponing his entry until the winter quarter. With Leo being the last of the old Smallville "gang" to leave, it left Clark the sole beneficiary of their memories, left Clark all alone.

Leo wasn't sure she liked that depressing image, and Luthor's changed the things they didn't like.

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The majority of the problems the Kent Farm faced this year were directly related to the weather. After a long, wet spring, summer had come upon Kansas with blistering heat, a lot of humidity, and very little actual precipitation. The moisture was up there, but it absolutely refused to fall in the state of Kansas. Planting was late, and the sweet corn and vegetables the Kent Farm relied upon as their biggest cash crops were struggling from the lack of water. Their irrigation allotment was meager with the statewide restrictions in place. It would not be nearly enough to meet the needs of the corn during its reproductive stage, and if the corn could not produce, the entire crop would be lost.

Leo was already well-acquainted with the financial struggles of the Kent Farm. Not only had she already purchased the last of the Potter land when Nell and Lana moved, but several hundred acres of the Kent property along its border as well. Only dire straits would have forced Martha Kent to quietly sell such a large chunk of the Kent Farm after Jonathon's death.

It was dire.

Pulling up into the barnyard, Leo could make out the few cows grazing in the big paddock beyond the barn. They were piteously thin, and they kicked up clouds of dust as they shuffled about eating the sun scorched remnants of a once rich, green field of grass.

Now it was brown and wilted, and held very little nutrition for them. Leo had no doubt they were giving very little milk, and thus, very little profit. Beyond them, the fields of corn were faded ghosts of the brilliant sea of green and gold they should have been by this time of the year. The air around them was filled with a thick haze created by the dust and the lack of a breeze, and it rippled with the baking heat of the sun beating down from the sky. It needed to rain, and soon.

Martha Kent stood on the lawn with a basket of laundry and a mouth full of clothespins. The Kents had no air conditioner, and using the dryer in the heat would not only cost money, but add to the stifling hot air inside the house. Martha was hanging the family's clothes and linens out to dry the old-fashioned way: on a clothesline stretched between the corner of the house and a large tree out in the yard. Leo smiled at her, and she nodded toward the barn. She couldn't speak for the clothespins, but the nod was all Leo needed. Clark was in the loft.

Dressed in dark cotton skirt and light silk blouse, Leo was as hot as she'd ever been in her life. The ice cold arctic blast from her car's air-conditioner contrasted sharply with the thick, muggy, syrupy humidity that made her clothes cling to her body.

Frankly, Leo couldn't understand how anybody, alien or otherwise, could survive summers in Kansas without air conditioning. There was absolutely no breeze and the air lay hot and thick all around, sheer torture.

She did not expect it to be much cooler inside the barn, particularly up in the eaves of Clark's loft, but at least it would be out of the sun. She did not hurry; any sort of hurrying in the heat would be foolish, but she did lengthen her stride at the thought of getting some sort of shelter from the sun and the dust.

A breath of cool air struck her dumb just inside the door. She hastily shut the door behind her, and waited for her eyes to adjust to the radical change in the light, while pondering the just as radical change in temperature. The air inside the barn was actually cool enough to raise goose pimples on Leo's arms as her hot skin reacted to the sudden plunge in the mercury. How the barn came to be so cool was unfathomable. Leo listened, but she heard only silence and not the telltale thrum of a running air conditioner.

Clark was standing directly in front of her in the middle of the barn floor. He had his eyes closed, obviously he had not heard her enter, and she closed her mouth upon her greeting as she stopped to look at him.

The last time she'd seen Clark thus attired, in jeans and a plain white t-shirt, was the night of his senior prom in this very barn.

The memory of that night was still fresh in her mind, even two months later. She could still recall the scent of him as he'd embraced her, and feel her heart pounding as she'd realized he was finally going to forgive her.

He chose me…

Only to have the moment ruined when he had to run off and save Lois.

The girl that lived in his house and absolutely refused to leave.

Bitch.

Leo sighed, but she still said nothing, still curious as to just what in the hell Clark was doing. Tai chi?

He was breathing very steadily, drawing each breath carefully and deeply as if meditating. He rolled his shoulders, and slowly lifted his arms from his sides until they were parallel to the floor in the shape of the letter "T." He stood motionless, but the sense of impending action was palatable. Something was going to happen, she could feel it, and she found herself holding her breath as she watched Clark inhale deeply one more time...

And rise from the floor.

Leo's eyes fractionally widened as she stood stone-still. "That's new," she muttered beneath her breath. For those acquainted with Luthor body language, this was the equivalent of jumping up and down in the middle of the street.

Clark was still standing there with about three feet between his boots and the floor. His eyes were still closed, and his movements were still slow and deliberate, as if he performed some sort of Eastern meditative art. As Leo watched, he moved his hands forward and up, and as if possessing some sort of invisible axis through the middle, his body slowly pitched forward. His feet rose, and his head and arms dipped down toward the floor. He ended up stretched out in the air with his entire body parallel to the floor and his arms reaching out before him, floating serenely in mid-air. His hands were flat, palms down, and they made tiny movements to steady his balance as he tilted back and forth unsteadily.

She withdrew slightly as he opened his eyes. After a moment of steadying himself, he raised his head, and peered carefully over one bicep to assess his position. Leo's mind was racing, babbling incoherently at her. She wanted to leap out and immediately demand an explanation, but at the same time she really wanted to see what he would do next, if anything. It was not the first or the last battle Leo Luthor would have with herself, but it was one of the shortest when she settled upon a compromise.

She cleared her throat.

Like a startled deer, Clark jerked his head up toward her. The shocked expression on his face was short lived, for his jerky movement completely ruined his delicate balancing act. He wavered for an instant, struggling against gravity and his sudden unbalanced state, before flipping completely over on to his back and falling to the floor with a reverberating crash. Leo felt it through the bottoms of her Manolo Blahnik's and winced involuntarily.

Her eyes narrowed to a sharpened glare, she stalked over to him and stood looking down at him, her arms crossed and her jaw set.

He stared up at her from the floor, as if he were some small puppy she were admonishing for piddling on the carpet.

"Am I interrupting?"

Clark swallowed hard, his wide-eyed puppy dog expression in full effect. "Umm, I can explain," he said carefully, not moving.

"I'm sure you can. You've always been quick with the lame excuse," she remarked bitterly.

While they hadn't been on the best terms for awhile, this was something he should have mentioned to her, damnit!

Clark had once told her about waking up floating over his bed once. No matter how much she had badgered him, he was never able to duplicate that ability for her again. Had he been telling the truth, or was that just another thing he kept from her?

What else is he lying about? "From your little demonstration, this doesn't look like the first time you've done this little imitation of a hovercraft."

Clark scowled. "Where's your lab equipment? I wouldn't want you to miss an opportunity to study me in your lab with all your other science projects."

Leo stiffened. "That's not fair, Clark." she said quietly. "I've never done anything but try and help you."

He got up off the floor and stomped up the stairs into the loft.

"Oh, sure," she chided angrily, pursuing him. "Run away, Clark, like you always do. Don't confront the problem, hide from it."

He surprised her by reappearing directly in front of her at super-speed, just as she reached the stairs. His abrupt appearance right under her nose forced her to back up a step.

Leo silently cursed to herself. I hate it when he does that.

"Run away?" he demanded. "Oh, I'd love to, Leo. I'd love to chuck everything and run off to some distant corner of the world, but I can't!"

"Of course not," Leo sneered, "You prefer to shut yourself away like the Unabomber. That's why the two of us never clicked!"

"I'm not the one that ended things!" Clark shot back, red-faced.

How dare he throw that back in my face? He knew she wasn't a nun when they started dating - how often had she apologized and practically begged for his forgiveness? Well, maybe not out loud, but he knows Luthors don't beg, and he should know better.

"Fuck you!!" she spat.

"You do enough of that for the both of us," he said coldly, and vanished.

She heard his footsteps in the loft above, and cautiously continued up the stairs, entering the loft to find him standing near the window. It was closed, and the telescope was conspicuously absent.

Stopping a moment, she shut her eyes and counted to ten.

"Hey, I've been there for you while you mastered your other abilities – even at the cost of my best bedroom set," she remarked quietly, referring to the rather memorable discovery of his heat vision, "maybe I can help you with this new ability too, okay?"

"Don't patronize me, Leo."

Her momentary calm cracking again, Leo whipped an angry red strand from her face. "Oh, for the love of God, Clark!" she shot back. "Why don't you curb your Power of Irrational Fury and explain it to me." She paused, and inhaled deeply, curbing her own anger. "Clark," she said finally. "I know you're having a rough time right now. I know how much …. things between us have hurt you, and I'm sorry I brought it up."

Leo fixed Clark with her most earnest expression, searching his eyes. Softening again, she caressed an unruly lock of hair from his forehead. "I just want to be a good friend and give you a hand with this, okay? No ulterior motives involved. I just want to understand what's going on here."

She noticed his shoulders start to relax as he turned to look at her, and the anger started to leak away, leaving behind an expression of profound unhappiness. He looked extremely tired, which was not surprising since he was virtually running the farm single-handedly since his father died.

He also looked much older than eighteen.

It gave Leo a start, reminding her that in a few days, she would be moving on, taking her own final step toward adulthood. How much they had both changed since that day on the riverbank four years ago…

Clark glared at her for a moment, as if coming to a decision. Finally, he groused, "Maybe you should have a seat."

Leo raised a gingery eyebrow. "You're aware those aren't words that inspire confidence."

Clark glowered at her, but Leo just stared back impassively. After being raised by Lionel Luthor, she was unimpressed.

However, she did turn around, looking for a place to sit, eyeing the dusty steamer trunk in his loft before daintily taking a seat on it. The metal straps around it were cool against her bare calves as she dangled her legs against the sides. She again wondered how it could be so comfortably cool in the loft when the window was tightly shut and there was no air conditioning.

Clark sighed. Maybe he was being a little paranoid, and he really could use someone to talk to. ""I'm sorry," he said finally, forcing a small humorless chuckle. "Aren't aliens supposed to be more dignified?"

Leo shrugged. "E.T. dressed in women's clothes and watched 'Sesame Street.'" She looked up at him. "Just proves you have a heart."

This time, his laugh was genuine. "It doesn't glow though."

"I'm terribly disappointed, Clark. I have some dead geraniums in my greenhouse that need attention." Her eyes narrowed in mock anger. "Unless you can bring back dead plants now, too."

"If I could do that, our crops wouldn't be dying," he said miserably.

Leo inwardly winced, even as she kept her expression neutral. She pulled away from him and looked up into his face sympathetically. "I'm sorry. You know I could help you out with a loan – or in any other way you need me to."

Clark shook his head. He was no charity case. "You know I can't do that."

"What is it with Kents and gifts?" Leo grumbled.

Slowly, the grin that had so captivated her spread over his face, and he leaned over to kiss her lightly on the cheek. "Sometimes, I don't know why you stick with me."

"Because you're cute," she said brightly, trying not to cry with nostalgia. "I'm telling you, if you could market the Kent Charm you would have quite a lucrative business. Of course, " she added, "it would be limited to space aliens and have no effect whatsoever should a normal human male attempt to reproduce it."

Clark grew serious. "Like some sort of alien pheromone?"

"Clark, I'm kidding." Leo sighed. She watched him lean back against the railing with his arms crossed over his chest. "I was concerned about you. I heard you postponed starting school."

Clark nodded. "I'm going to miss you, too, but I have to stay here, at least until Christmas. Mom can't possibly handle this alone, and it's way too late in the growing season to hire any farm hands. Besides, if the harvest fails, I'm probably going to have to get a job for a while to make up for the financial losses." He sighed. "And even that won't pull us out of the fire completely. It has to rain!"

"The forecast says it's not going to any time soon," Leo murmured. "The moisture is up there, it just won't come down. Instead it just hangs around making everything stickier than hell. I had to peel myself out of the car."

Inclining her head at him slightly, she brushed a lock of hair from her face, noting how Clark followed her movements. Odd, what small gestures could capture a boy's attention. Still, his earlier resentment seemed to have boiled away, so Leo began drilling for the answers she wanted. "By the way, when did you install central air in here? It's a barn!"

He looked at her blankly.

"Clark, it's at least twenty degrees cooler in here than it is outside. Either you have air conditioning hooked up, or this barn exists in a pocket dimension somewhere inside that ice palace of yours."

Her eyes suddenly narrowed murderously. "It isn't, is it?"

"No," Clark laughed. "It's not, but there isn't any A.C. either."

Leo cocked her head curiously, her face a question.

He pushed himself off the railing and went to her. "Give me your hand."

Leo obeyed. She rested her hand lightly upon his outstretched palm, marveling at how tiny her hand seemed within his. Clark had beautiful hands, long-fingered, supple, and very soft-skinned for someone who worked outside on a farm. She stared at their hands together, noting the differences in the skin tone – his were darker and more olive, hers were pale and pink.

She reveled in the warmth seeping between their fingers as they touched.

Like pale wisps of steam rising from a warm bath, random thoughts wound around her mind, all of them centered around Clark, and the restless longing she felt for him. She felt the warmth of his palm and suddenly found herself wanting him to start touching her in some other places as well.

Her face grew hot.

At first, she thought it was because she was blushing, but then she realized that the warmth of his hand was fading. The flesh beneath her palm was growing cooler. She gazed up into his eyes, and found them distant, and rather vague. Their bright apple-green color had lightened to a pale gray-green like that of an arctic sea, furthering the illusion of coldness.

Except it wasn't an illusion.

He was getting colder.

Leo forcibly suppressed the urge to withdraw her hand, and her expression became one of concern as she realized his body temperature had to be bordering upon hypothermia.

"Clark..."

"Wait," he said.

Leo waited, and after a moment Clark raised her hand, drawing it up toward his lips as if he were going to kiss it…

Instead, he blew softly.

It was just a soft breath of air, much like he would have used to blow soap bubbles, and it traveled up Leo's arm, raising goose pimples along her flesh.

Leo shuddered. The air he exhaled was freezing cold, much colder than any air put out by an air conditioner, and it sent a chill through her body, invoking a tingling sensation along every nerve. It was exciting; primal in nature.

To her horror, she felt her nipples rise to brush uncomfortably against the silk of her blouse, and although the breath was cold, she felt warmth between her legs…

She jerked her hand back abruptly. "How did you do that?" she gasped.

He turned his head and let the rest of the breath out, and Leo swore she saw a faint white vapor escape from his lips. The loft grew perceptively cooler. "Biofeedback. I was goofing around with it one day and figured out I could lower my body temp to a much lower degree than a human could." He shrugged modestly. "And since I'm a lot stronger and have a greater lung capacity, I just sucked in a great big breath, cooled it down, and exhaled. I did it a few times, and it seems to keep things cool pretty well. I'm going to try it in the house next." He chuckled. "There's a product to market: Icy Halitosis."

Leo smirked. "If you lay off the garlic, it could be a bestseller."

"I can cool it down in here, but I can't change the weather outside. If I could just make it rain somehow..."

Leo frowned skeptically. "I don't suppose you know any rain dances?"

"No." Clark smiled slightly, sadly. "I wish I did, but I can't make miracles."

Leo cocked her head at him, regarding him solemnly, her blank expression betraying nothing. "Don't underestimate the Icy Halitosis and the ability to imitate a hovercraft," she murmured, and then it struck her - the solution to the lack of rain.

"Well, there's that," he laughed, but trailed off as he saw the swift change in her expression. "What is it?"

"You need it to rain."

His dark brows came together. "Yeah, I do," he said slowly.

"Well, what is rain?" she demanded, jumping up from her seat and pacing frenetically, her heels clacking loudly on the baseboards. "Condensation. All we need to do is harness the ambient humidity already trapped in the atmosphere. We require the moisture in the air to come out and fall to the ground, correct?"

"Yeah..."

"Clark, I need a glass of water, ice water." She turned on him, her eyes wide and intense, and Clark, alarmed, immediately vanished.

Leo blinked. That never gets old.

He reappeared, and handed her a glass of ice water. Leo grabbed his hand and dragged him toward the stairs.

"What?"

"Come on, outside," she said, and they clomped down the stairs hand in hand.

The air outside hit Leo hard after the cool of the barn, sucking her breath from her lungs and burning her eyes.

Puzzled, Clark stood beside her as she took the glass of water from him and held it into the air. Not even a minute passed before the glass began to "sweat', and beads of moisture gathered on the clear surface, running down the sides to drop off the bottom onto the ground and Leo's outstretched arm. The sunlight sparkled off the glass and the rapidly melting ice inside.

"Look, you're a high school graduate. What's causing the glass to sweat?"

"The cold..." He went no further.

She looked back over her shoulder, and saw from his expression that he'd come to understand her point. Leo lowered the glass, delicately savoring the taste like the rarest of wines, and led him back into the barn. Inside she turned to face him, giving his hand a little shake. "You can cool the air, Clark, and make it rain."

He gently pulled his hand from hers. They stood together in the center of the barn while Leo sipped the water and he mulled over her statement.

She could see his skepticism.

"Leo, standing in the middle of the cornfield blowing cold air into the sky isn't going to do anything but make me sweat. All the moisture is in the upper atmosphere."

"So, that's where you go," Leo said bluntly. "You need to fly around in the upper atmosphere above the farm, or just west of the farm, and cool off the air. The moisture will condense, and fall to the ground as rain."

He made a wry face. "Oh, sure. That's easy. What am I supposed to do, borrow your private jet to fly around, with me hanging my head out the window like a dog in a car? I don't think so."

"Who said anything about a jet?" Leo retorted with a daring look in her eyes and a confident smile on her lips.

Clark stared at her, again looking rather puzzled.

"I saw you floating three feet off the ground, Clark. What do you call that?"

"Levitation, and it isn't very easy," he replied skeptically.

Leo regarded him fiercely, with the expression she adopted when confronting a problem project at work that was running over-budget and behind schedule. They still had three days until she had to leave for Metropolis to experiment, and Leo was excited about her new project. Even if the idea didn't work, it would distract Clark from his troubles, and it would keep herself likewise distracted – she didn't want to think about having to leave the only real home she had ever known.

She took a long pull from the ice water, then thrust the glass at him, disguising her trembling hand. "We have three days to teach you how to fly, Clark. Meet me in Chandler's Field tonight at midnight. We'll start right away."

With that, she fled, leaving him staring after her with a stunned expression.

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The big blades of the windmill creaked, turning ever so slowly in a nearly nonexistent breeze, high above the weed choked expanse of Chandler's Field. Rising high into the midnight sky, it was perhaps the tallest structure in Smallville, and sported a set of airplane lights to keep any small planes from taking a tilt at it. It towered somewhat ominously over Leo's sleek red Ferrari parked at its base. Leo herself navigated the ladder.

Clark peered over the edge of the big windmill's platform and shook his head. "I don't know how I let you talk me into these things." He extended a hand, and easily helped Leo up the last few rungs of the ladder and onto the wooden deck.

The heat had only mildly abated with the setting of the sun. It was still thickly humid, and Leo felt sticky and uncomfortable after her long climb up the ladder. Her clingy blouse and form-fitting mini-skirt weren't conducive to physical exertion, but her dark clothing was less likely to draw any attention to herself if someone should happen by and see them standing at the top of the windmill. There was an unwritten rule in Smallville regarding climbing the windmill; it was frowned upon by parents, the sheriff, and old man Chandler. People, teens in particular, did it anyway, but not so much in recent years. Still, there was the chance someone would come along and demand to know what they were doing.

Clark was also dressed in dark clothing; jeans, a navy blue T-shirt, and of all things, a dark blue jacket.

"Aren't you hot?"

"Nuhuh."

Leo shook her head but said nothing. Instead she glanced up into the sky, where thousands of glittering stars were sprinkled across the dark blue background above. "It's beautiful."

"Yeah." Clark looked up, and raised a hand to point. "There's Venus, and Cassiopea, and over there is Sagittarius."

The stars shone down at her, but unlike Clark, Leo could not read their language. They were simply pretty sparkling diamonds upon a black satin cloth. They didn't speak to her. She did not recognize their patterns. It led her to wonder if, being from among them, Clark had inherited some sort of genetic advantage when it came to astronomy.

Clark had once tried to teach her the constellations while they were lying naked in the botanical garden on the grounds at the Mansion a few months ago, but their lesson was cut short by another round of lovemaking a few minutes later….

"We should get started." Leo said after a moment. "We don't have a lot of time." She tried to make her voice light, cheery, to draw him out of his mood. It seemed to work.

Clark, recalling the same memory, shook off his melancholy, and turned to look over the edge of the platform at the ground far, far below. "You know, Leo, falling doesn't exactly hurt, but it doesn't feel very good either."

"Then don't fall."

He groaned slightly.

"You have to start somewhere, Clark."

"I'd rather start somewhere closer to the ground," he whined.

Leo made an elaborate display of looking at her diamond watch. "We don't have all night, Clark. Come on and cooperate. We'll start slow. Just hover, levitate or whatever you want to call it, over the platform for now."

He groaned reluctantly.

"You want to save the farm or not?"

His head came up and he looked over his shoulder at her. "That hurt, Leo."

She knew it had, but felt it necessary. Her pet project, borne out of her natural curiosity, had now turned into a mission.

"I'm not going to pull punches, Clark. If there is even the remotest possibility that you can do this, you're obligated to make the attempt."

Sighing, he gave one last look over the edge. "All right, all right."

He stopped to the center of the platform and stood there with his feet together and his hands and his side. As he'd done in the barn, he rolled his shoulders once, then twice, and let out a couple of long breaths of air. Leo stood back watching, her arms crossed over her chest, as he raised his arms from his sides and stood in the "T" position. He closed his eyes. The faintest of breezes rifled his hair, driven by the slowly rotating blades of the windmill. He looked like a swimmer preparing to take the plunge off of a high diving board.

She hastily suppressed a vision of him wearing nothing but a Speedo bathing suit.

After a moment of silence, Clark's feet rose slowly from the surface of the wooden platform. He wavered a little, adjusting to the fact there were actually air currents outside of the walled confines of the barn, then carefully drew his body parallel to the platform. Quietly, and just because she felt the urge to do it, Leo walked over to him and ran her hand over his back, and then between his body and the platform. There was, of course, nothing supporting him.

"Got it?" she asked softly.

His voice was vague, distant. His concentration was total. "Uh-huh."

"Okay. Stay right like that. Don't move."

Moving around behind him, Leo looked down the long length of his body from his heels all the way to his outstretched fingertips. His fingertips and most of his arms were over the edge of the platform. She placed her hands lightly on the bottoms of his boots.

"Balanced?" she asked.

"Yeah."

"Can you feel the currents?"

"Yeah."

"Adjusting okay?"

"Yeah."

"Good."

She grinned. As she'd been distracting him with questions, she'd pushed his entire body forward over the edge. He now hovered some fifty feet off the ground, and was gently swaying, back and forth, as he adjusted to the air currents coming from sides, top, and bottom. Leo regarded her handiwork, and the fact that he was actually doing this amazing feat, with some awe. Presently, however, she realized hovering was only one thing he would have to master in order to actually fly.

"Try turning, Clark," she said. "Use your hands, concentrate, and turn toward my voice."

"Okay."

It was poetry in motion. All it took was a minor adjustment, the slightest movement of his upper body, and he swung around in a perfect half circle, silently cutting through the air as if his body were the wing of a bird. Another small movement in the angle of one hand, and he stopped. His arms outstretched, he raised his head, opened his eyes, and grinned at her proudly.

"Cool."

"Very," she confirmed breathlessly. "And I think we answered the question regarding the three foot limit."

The smile vanished. He looked down, looked back at her with an expression of complete terror, and vanished as he immediately dropped below the level of the platform with a startled yell. The last Leo saw of him was the pale flash of a flailing hand as he tried to grab onto the edge.

"Clark!"

Despite her knowledge of his indestructibility, Leo still had to stifle the fluttering sensation in her stomach as she peered over the edge, looking for him. She saw nothing but her car.

"Clark?"

"You tricked me!" he growled.

Leo exhaled with relief. He was clinging to the ladder, roughly halfway down, and glaring up at her. "Sink or swim. Wait!" She stopped him with a gesture. "Come back up, but don't use the ladder."

"Don't use - oh, come on, Leo..."

She reached out and shook the top of the ladder, knowing he could feel the vibrations in his hands. "No ladder. Fly."

"It's a good thing you aren't a bird, Leo. You'd be chucking your babies out of the nest right and left." He grumbled some more, but Leo didn't catch the words.

"Whine, whine, whine," she taunted blithely. "I'm waiting."

Looking down, she watched him go through his little relaxation routine, and this time she made a point of looking at the second hand on her watch.

It took him precisely forty-two seconds to get relaxed enough to let go of the ladder. Within sixty he was rising toward the platform, very slowly, but definitely gaining altitude. He opened his eyes after another full minute passed, and as he saw his feet clear the deck, he held out his hands slightly, bringing his rise to a stop. Still moving slowly, his body edged forward, and he dropped lightly down onto the wooden planks with a faint "thunk."

His face was flushed. "I did it," he murmured somewhat breathlessly. He craned his head over his shoulder, looking down toward the ground, and then turned back to Leo with a broad smile. "I did it!"

She rewarded him with a small smile. "I knew you could."

He laughed, then let out his breath in a long sigh. "I'm tired. Why am I suddenly tired?"

"You probably expend a lot of energy defying gravity," Leo postulated. "It could be some sort of psychokinetic manifestation."

Clark shook his head. "It has to be something more physical. I feel like I've run a marathon, without my powers."

Clark could practically hear the little wheels in Leo's head cranking. She got this expression when she was thinking – kind of dreamy-eyed and distant, with a little half-smile, as if she enjoyed the whole process. "Okay, try this: maybe it's a psychokinetic manipulation of the electromagnetic field surrounding your body."

Clark made a face. "That almost sounds - gross."

"Seriously. Follow me on this," Leo said, fixing her gaze on him. "Every living organism produces an electromagnetic field, an aura if you will, okay?"

"O-kay."

"So, maybe your particular aura produces some sort of energy opposite to that of the Earth's gravitational pull. For example: what happens when you put two magnets together the wrong way?"

"They push away from each other."

"Correct," she grinned. "When you 'levitate' what you're doing is feeding your aura more energy, increasing the negative thrust, causing your body to move away from the ground vertically."

Leo's hand went to her chin in a familiar gesture that Clark found strangely comforting. "If taken in combination with a psychokinetic ability which allows you to adjust your horizontal position, that would theoretically give you a full range of movement. You could make fine adjustments by physically moving your body, or just your hands." Leo paused for a breath. "You can fly, Clark. You just need practice coordinating these different ability sets simultaneously."

He absorbed this slowly, nodding slightly. "Like coordinating the gas pedal, the clutch, and the gear shift."

Leo arched an amused eyebrow. "You really are a country redneck. A tractor, Clark? You're relating this to driving a tractor?"

"Or your Lamborghini," Clark replied innocently.

Leo shook her head, brushing a strand of hair from her cheek. Well, maybe the comparison was crudely accurate…

Not for the first time, Clark regarded Leo with a look of slight awe. "I think your theory may be pretty close, if not right on target," he said quietly.

They stared at each other, and Leo's smile slowly faded. The breeze picked up slightly, and the big blades overhead creaked and groaned as their tempo increased. Leo pushed back her hair as it blew forward against her cheeks, and then reached out a hand to move Clark's heavy bangs away from his eyes.

His face was warm and slightly flushed.

Her fingertips traced the sharp edge of one cheekbone as they withdrew, and as his body tipped ever so slightly toward her; she felt a faint apprehension.

It faded upon the touch of his lips to hers; it returned as they parted. Leo felt a familiar, growing ache in the pit of her stomach.

Resting her fingertips lightly against his chest, Leo held him back from a second kiss, summoning all the Luthor will she could muster. When Clark had declared their relationship over all those months ago, it had taken all those months to recover. She vowed that she would never let him worm his way back into her heart and let him hurt her that badly again. "Let's call it a night, okay?" she whispered.

He hesitated, looking deeply into her eyes, and then nodded.

"Sure," he said.

"I'll meet you at the car," she said, and swung her legs over onto the first rung of the ladder for the long climb to the bottom.

He nodded again, and began to slowly drift down to the ground.

The drive back to the farm was completely silent.

At first, Leo thought he was just mad at her, so she let him stew and work it out on his own as she kept her own silence, not even looking in his direction. It was not until she pulled the car into the Kents' barnyard and stopped beneath the square of light coming from Clark's loft that she realized why he'd been so quiet.

He sat slumped in the passenger's side, with his arms crossed over his chest and his head cocked sideways against the back of the seat. His long dark lashes brushed the tops of his cheeks, which were still slightly flushed from his exertions toward the mastery of flight, and his chest rose in a slow steady rhythm. Mentally and physically exhausted, he'd fallen asleep almost as soon as they'd left the field.

Leo turned off the engine, and listened to the quiet "tick, tick" coming from under the hood as the metal cooled. Her eyes followed the lines of Clark's profile, drinking him in as if consuming a fine wine, savoring the "taste" of him.

She edged across the seat. She intended only to touch him, and wake him, but when her first tentative caress of her hand over his shoulder failed to rouse him, she hesitated. Her hand stayed glued to his arm, feeling the solid strength beneath the soft cloth of his jacket, and suddenly it became very important to her to feel it beneath her cheek.

Breathing in the warm scent of the warm summer air within his clothes, and the faint muskiness of his skin, Leo edged closer, and placed her cheek against his shoulder where her hand had been moments before.

He murmured something unintelligible, but did not wake.

Her fingers brushed the edge of his jacket, and followed the length of his denim clad thigh.

Then her Luthor resolve reasserted itself. Never again.

00000000000000000000000000

Leo sat cross-legged on the windmill platform. Above her the blades were perfectly still, and around her the air was dark, heavy with heat and thick with humidity. She was sweating despite the late hour and the light, sleeveless tee she wore. She was grateful for the bottle of cold Ty Nant water sitting beside her. Raising the bottle to her lips, she drank, and continued nibbling at the contents of the fruit plate her chef had prepared for her.

"How are you doing, Clark?"

He was "standing" a few feet off the edge of the platform, his features etched with stern concentration. They were working on improving his balance and stamina, and he'd been hovering there for twenty minutes, occasionally changing position in accordance to her commands.

He had abandoned the jacket of the night before, mainly because she claimed looking at it made her feel hotter, and was now clad very similarly to Leo in a sleeveless dark T-shirt. She, however, wore a light summer skirt. He wore a pair of faded jeans. His appearance was nothing short of sizzling, and it was driving Leo crazy.

She couldn't believe she was being so shallow. Her every waking hour – even her dreams - were filled with "what if" scenarios involving herself, Clark, and the multiple feather positions in the Kama Sutra they had never gotten around to trying while they were dating…

She kept looking at his crotch…

She wanted to touch his crotch…

Better yet, she wanted him to touch her crotch.

Fuck.

She shifted her weight uncomfortably, and focused her attention on the tangy kiwi slice sliding into her mouth. "Go around again, Clark," she said around a bite. "Try to move a little faster this time."

"'Kay."

He moved. Leo had instructed him to circle the platform twice before, in an effort to practice his maneuverability and control. Both times he had first turned his body forty-five degrees, stopped, and then moved in the new direction, repeating those steps when he reached each corner.

It was as if he were outlining a box with a pen, stopping at each corner. This time, he tried something different, and Leo was struck by how amazingly graceful it was, as deft as any bird, but coupled with the sleek lines of a human form, the flight was given a dreamlike quality. Leo envisioned sailing among the clouds, letting their billowy softness envelop her body like a down filled comforter…

She envied him.

As she watched, he peeled off from his original position like a fighter plane leaving formation. He used his body and his arms to change position and to stop his movement as he found the place he needed. Once there, he quietly drifted away. At the first corner, he arched his body around it without stopping, gaining speed as in continued around the square platform in a tidy circle.

Nearly ready.

0000000000000000000000

"The moment of truth." Leo said quietly. "Tonight is going to have to be the night, unless you want to do this by yourself after I'm gone."

"I wouldn't dream of it." Clark peered over the edge of the windmill platform at the ground. "I don't know if I could."

They sat on the edge, feet dangling, fingers intertwined. Clark gave her hand a little squeeze, not too hard, and looked up into the sky as she edged a bit closer to him. It was still stifling hot, with no rain in the forecast for days, which would mean certain death for the Kents' corn crop if Clark did not take the risk.

"I'm sure you would have made do."

He glanced over at her and grinned. She wasn't the most expressive person, but he knew what she meant.

They had talked, earlier in the evening, after Martha had served them dinner. Clark had finally let her in on the plan. Leo sensed Martha's wariness, but as always, she trusted Clark's judgment. She'd advised caution and wished them luck before retiring to bed.

Clark and Leo moved out onto the porch to finalize his flight plan for the evening.

An hour later, they sat together quietly atop the windmill on Chandler's Field, gazing into the moonless night.

"Maybe I should have told you about the cool breath and levitating earlier," he admitted. "Then we wouldn't be rushing now."

"You had your reasons," Leo replied diffidently. It was the closest thing to an apology as she would ever come.

"Do you think this will work?" Clark asked softly.

Leo tilted her head slightly – her equivalent to Lois' exaggerated shoulder shrugs. "Sure, if all the pieces fall into place. You're going to have to cover a lot of ground in a short time in order to create this weather front, Clark." She peered over at him, her expression softening. "Your stamina might give out on you, and you might even pass out in the thinner air in the upper atmosphere…"

"I'll be fine, Leo."

Leo's lips curled slightly, quickly masking her internal anxiety. "Actually, I was more concerned with anything you might destroy on the way down."

"Your concern is touching," he said dryly, and drew himself up to his feet.

They looked into the stars together. There was no preamble. He simply rose, slowly at first as if he were a missile leaving the launch pad, then gaining speed as he gained altitude. Leo watched as he angled himself in a westerly direction, and continued to watch him until she could no longer make out his form against the dark sky.

Within seconds he was gone, on what would be his first and possibly most important major flight. Leo felt awe, and also what she almost wanted to define as a feeling of ridiculousness. Her…friend could fly.

How weird was that?

She wasn't sure whether the feeling stemmed from the fact that Clark could fly or the conflicted emotions Clark could always draw from her. Living in Smallville had given Leo a somewhat jaded view of the paranormal. It had ceased to be "para" and had become more "normal."

With a sigh, she pulled her legs up from the edge of the platform, hugging her knees to her chest. She gazed up into the sky and waited.

When she was with Clark, everything felt right.

It was when she was alone that the doubts crept in. They were getting along now, but how long could that last?

Though Clark was never much of a technophile, even he would start to notice the uncanny resemblance the new Leocorp products coming up had to the Kryptonian technologies from his Fortress of Solitude. Would he interpret that as a breach of trust?

But that hardly seems fair, she thought bitterly. After all she had done for him – he owed her that much. He owes me something, damnit!

She mocked herself for being a fool. Dad would never have doubted himself like this.

He would have viewed Clark as a tool, a means to an end. What was the advice he preached to her about situations like this? Think in terms of the task.

Anything that stood in the way was merely an obstacle.

Anyone that stood in the way was an enemy.

No, Clark wasn't her enemy…he was just a neutral obstacle. If her will was strong enough, she could shift his attitudes to her way of thinking – she could still attain her goals and keep him. As Lionel had counseled, persuasion was just a matter of imposing your will on another. Leo found that true in business; so few people could just accept a setback, keep centered, prevent their mind's eye from rushing to the sensory input of the threatened spot. The way some chess players focused on this check rather than the checkmate five moves into the future…

Discipline, discipline in your soul; you aren't a person until you master yourself, body and mind, Lionel asserted, Without inner discipline a person is nothing more than an animal that thinks, and you can rule an animal with a whip and a chair until he jumps through hoops…

A small smile crept over her lips. You were a bastard, but I'm not so stupid I can't see when you were right, she thought at the absent form of Lionel Luthor…

An ominous creak from above her head drew her attention back into the present. She looked up to see the blades of the windmill starting to turn, and realized with a start that the wind had picked up considerably.

Scrambling to her feet, Leo looked out into the western sky and saw, just over town, the dark shadow of angrily boiling storm clouds. They flickered with lightning as they rapidly headed toward the farms outside of town, including the Kents' and old man Chandler's. Another gust of wind blew Leo's hair back, and the blades started to turn a bit faster. She inhaled deeply and smelled...

Rain.

They had done it! Clark had made it rain!

You were right all along, Dad. The Will can conquer anything. I can conquer anything.

Her face beaming brightly, she stretched out her arms and tilted her head back, allowing the first cool drops of water to caress her skin like the moist tender lips of a lover's kiss.

The rain pitter-pattered onto the wooden deck and drenched her clothes, Leo reveled in triumph over nature.

She savored the joy of success and the joy in her heart bursting in her chest. In a moment of unLuthor-like levity, she laughed loudly, her hysterical laughter echoing over the fields and drowning out the creak of the windmill blades turning, and the whistle of the wind through the tower supports.

The daggers of Leo's shrieking laughter clashed with rumbles of thunder overhead. While Leo exalted in her success, she vaguely wondered if Clark hadn't accidentally triggered a tornado.

That would be unfortunate. She hoped he was okay.

Several minutes later, he still had not returned, the storm was moving fast, and the lightning blazed more severely.

Leo's eyes widened as a bolt struck a telephone pole a mile down the road, suddenly reminding her that standing atop a windmill during a lightening storm was probably not an ideal position to be in.

"Clark, where are you?" Leo shifted her weight back and forth and pushed back her hair. The rain was coming down harder now, soaking her, and she could not see for blinking water out of her eyes.

She scolded herself. I should have brought binoculars…

Lightning flashed again as Leo yelped, ducking down into a ball as a lightening bolt struck a nearby tree.

That was enough for her.

She hastily she scurried for the ladder.

She would be safe and dry inside her car – she could wait for Clark there.

He had to be getting closer if he was still within the clouds, and he'd come back to her as soon as he made sure the Kent farm got water. There wasn't any point to risking life and limb at the top of the windmill.

Progress down the ladder was slow. The rungs dripped with moisture, Leo's hands and shoes were wet and slippery, and the whole structure shuddered ominously with every gust of the wind. While Leo never shared Clark's fear of heights, she did have a healthy respect for them – especially under these conditions.

Lightening struck the windmill.

In that split second she paused, halfway down, to look up into the sky where the windmill was whirling madly with a rackety-bang sound reminiscent of Chitty Chitty Bang Bang, the old car in one of her favorite childhood movies. The song "Toot Sweet" popped into her head just as the lightning struck the tall, thin lightning rod jutting out above the windmill blades.

Sparks flew into the dark sky like fireworks. The thunder boomed like cannon roar.

Would falling be better or worse than being electrocuted and then falling?

Most of the charge would be redirected by the lightning rod, but she'd still get a rather nasty zap, which she began to feel in her fingers just as the thought occurred to her…

As it turned out, she never got a choice.

Her body instinctively recoiled from the electric shock, causing her to lose her precious grip on the ladder rung, and her balance. Like the blades of the windmill above her, Leo's arms pin-wheeled as she fell backward with a scream.

Sailing through the air, her mind flashed to that day she met Clark at the bridge, those few seconds after her Porsche had run him over but before she crashed into the water.--

As in the previous fall, time seemed to progress much slower. Leo opened her eyes to discover her body had turned in mid-air, yet was still several feet from the rapidly approaching ground. She heard her name, but did not comprehend that it was Clark until she felt a hand brush her back. A fist closed around the cloth of her blouse and her body, dragged downward by gravity, pulled painfully against the fabric as it tightened around her. For a few seconds they were both falling, but Clark recovered, pulling back and slowing her descent.

She could hear his labored breathing as he struggled to keep both of them in the air. Relief flooded her as she realized he'd caught her.

It was short lived.

The seams of her blouse, strained to the breaking point, ripped seconds after her fall stopped. In other circumstances it would have been funny, especially when Clark made a grab for the back of her bra.

Leo felt his fingers slip against her bare skin, unable to find purchase upon the tight, narrow strip of the bra strap, and she was falling again. She screamed, felt Clark make yet another attempt to grab her skirt, and sobbed when he lost his grip on the wet cotton.

Terror surged through her as she fell.

He failed. He missed.

And oddly enough, Leo was more concerned about him than she was about herself. He would see her hit the ground, which would very likely injure her beyond repair, and he would forever live with the guilt. He'd failed to save her despite all the powers he possessed.

She wanted to cry out to him and tell him not to worry, that he'd done his best. All she could manage was a gasping sob, and a faint "Clark..."

A hand closed around her ankle.

Leo jerked to a stop, nearly twenty feet from the ground, dangling upside down by one foot.

It hurt like hell, but not nearly as much as it would have had he not slowed her fall first, and certainly less than it would have had she hit the ground.

Panting, Leo dangled for a moment, before craning her head up to look at him. He held out his other hand and with a great deal of effort, she swung up to grasp it.

There was a moment of fear as he let go of her ankle to grab her around the shoulders, but soon she found herself with her arms wrapped around his neck and her feet locked around his legs. She sobbed into his neck.

She was shaking with fear and cold, but she could feel him trembling against her. He was nearly as frightened as she was, and as she listened to the wheeze of his breath against her hair, she determined he had to be exhausted as well.

The storm she'd seen approaching had been miles wide. He must have expended every last resource he had in order to create it. He had taken his power and given it to the atmosphere, loosening it upon the Earth in the form of lightning, wind, and the torrents of rain that struck their bodies as they descended slowly to the ground toward the safety of Leo's car.

More than at any other moment in her life, she felt in awe of him. Clark had done this. He had the power to alter the world around him. He could make it rain.

Even the flying had not so impressed upon Leo the fact that Clark was not human.

The combination of the flight, the speed, the strength and the ability to cool the air; these things gave him a god-like ability to change the world around them.

It was a slap to the face – the sheer enormity of how much more than human he was.

Suddenly, all her father's old advice about "the power of the human will" sounded like a silly joke. All her money, all her influence, all her talents – they suddenly seemed so insignificant by comparison.

In attaining the helm of Luthorcorp, Leo had thought she had finally attained the ultimate in achievement, had achieved a standard that even her father could love and respect. If she could meet Lionel Luthor's exacting standards, she could meet anyone's…

I was such a naïve idiot! Clutching onto this living god, Leo suddenly became hyper-aware of every wart, every flaw she had. Of course he rejected her! Accepting a relationship with Clark – at any level – meant accepting one's own faults and frailties…

Leo wasn't sure she felt comfortable doing that – her own humanity left her feeling scared and inadequate. She was a realist. As radically flawed and screwed up as she was, Leo suddenly realized that she was – at best – a tether, a set of training wheels he would eventually dispose of after he outgrew her…

She could never keep up with him, never live up to his expectations, no matter what she did.

So where does that leave us? Where does that leave me?

When Clark's feet touched the ground, Leo let go of him as they both scrambled for the car, lightening flashing ominously overhead. Leo scrambled over the seat into the passenger side, wrapping her arms around her as she shivered. She was half naked and completely soaked.

Clark's clothes clung to him, and he smelled slightly scorched. He was frighteningly pale, slightly blue around the mouth, and shuddering with cold chills in a manner very unlike him. Leo could hear his teeth rattling as he reached over to start the car and the heater.

"You overdid it," she chided.

He nodded. "I had to make sure the rain would stick around for a while." He shrugged. "I'll be okay. Whenever I learn something new, it takes a little while before I get the hang of it"

Leo's eyes roamed over him. "Are you okay?"

"Yeah. Give me a few minutes to warm up," he grinned.

His relief quickly evaporated when Leo rubbed her arms briskly, shivering.

"Here," he peeled off his wet T-shirt and cracking open the door slightly, wrung it out as best he could before handing it to her. "Put this on."

"Clark, you're just as cold as I am!"

"Yeah, but less likely to catch pneumonia. Here."

Leo took the shirt. It was cold and damp, and clung uncomfortably, but as she put it on and wrapped herself in it, it did bring some minimal warmth. She wedged herself into the corner between the seat and door and shivered.

Clark looked on silently as he watched her slip it on. Her wet hair drooping over her face, she looked little-girl small in his enormous t-shirt. There were brief moments, at times like these, that Leo looked so mild and innocent; a wide, fair face; blue eyes as mild as milk – right up until the devil came out of them; golden red hair that, when let down for the night, spilled onto her shoulders over her flawless white skin so that, but for the wings, she really did look like an angel…

"Why are you staring at me?"

"Just sit still."

"It's hard to sit still when you're shaking all over." she grumbled.

Clark smiled. "Stay still."

With a gentle burst of heat vision, she was fairly dry in no time. Within a minute or two, it was actually quite pleasant; eventually, the interior of the car felt hot and steamy, condensation fogging up the windows.

She looked over at Clark and edged closer so that she could see him better. As she neared him, she saw the shimmering stream of heated-air issuing from his eyes – his eyes glowed in the darkness like that of a cat.

Unfortunately it also seemed to draw more heat from Clark, and Leo gave him a shove as she edged closer. His skin was cold to her touch.

"Okay, that's enough. You're turning blue."

The light faded. He slumped in the seat.

Leo smiled contentedly at him. "It seems those heat vision drills have paid off."

The adrenaline rush from her near-death experience had worn off, leaving her weak and exhausted. She thought she would fall to sleep immediately, but found herself wide awake and listening to the sounds coming to her from the darkness.

It was very dark. The lightning had knocked out the light at the top of the windmill, which normally illuminated the area around it with a pale orange-yellow glow. The storm only added to the darkness.

Leo could hear the rain beating in gusty surges against the car and the rumble of thunder. She felt safe inside the little cocoon of her car, especially with the knowledge Clark was with her. She turned her attention to the sound of his breathing, and again heard his teeth rattling.

She sat up and climbed over the seat.

"What are you doing?"

"Warming you up. Move over."

Oddly enough he obeyed, shifting onto his side and wedging himself against the back of the seat as much as he could. Leo lay out on her side on the sliver of seat left to her, and wrapped her arms and legs around him to keep herself from falling off the edge.

He was tense, uncomfortable with the intimacy, but he was shivering and after a moment he returned the embrace.

Leo held him tighter, pressing herself close as if she could simply squeeze the cold from his body, seeking to give back the warmth he had given her.

It seemed to work. Gradually, he stopped shaking, and with a sigh, the tension eased from his muscles. He kissed the top of her head, and rested his cheek upon her hair.

"Better?"

"Yeah, thanks."

They were silent for a moment.

Awkward silence. Awkward silence. Awkward silence….

After spending so much time with Lois and her diarrhea of the mouth, Clark was no longer as comfortable with silence as he used to be….

Ewww, he thought with annoyance. I have half-naked Leo curled up next to me. Why would I be thinking of Lois?

Sighing, Clark cleared his throat. "I've missed this," he muttered softly into her hair.

More silence. More silence. More silence….

Oh shoot – was that the wrong thing to say? Is she laughing at me? Mad at me?

Nervous and unsure of himself, he sputtered, "I mean, I missed you. When I'm alone, I think about you…"

He turned beat red at how that sounded! "W-well – I mean – I dunno…."

She kissed him softly, cutting off his bumbling.

Sitting a little taller so he could place his hands comfortably on her lower back, he felt her tongue sweep across his bottom lip at a languid pace, and he quickly granted her entrance, just as eager to taste what he'd been daydreaming about since they broke up…

Cautiously, as if working with an easily frightened animal, Leo slid her hand down to his thigh and rubbed it in slow circles.

When he showed no resistance, she then impulsively grabbed his left hand, pressing it firmly on her breast, and she felt a slight hardness pressed against her stomach. She grinned triumphantly into their kiss at what she'd created.

When their lips finally parted, she could just make out the pale oval of his face and the general outline of his features. His body was warm again beneath her hands as she rubbed his bare back and shoulders.

She felt disjointed, out of character, as if something in her body was overriding her mind. Her fingers returned to the bulge pressing against his jeans, her body responding with a surge of heat between her own legs.

She wanted this. Now.

She kissed him again, then moved to rest her head against his neck, her mouth close to his ear. "Let's go home, Clark," she hissed urgently in his ear.

Clark froze. HEY, WAKE UP!! She's talking to you again, genius. He shifted his vision around and relocated his bearings. "Okay."

Wasting no time, Leo urgently slid back to the driver's side and gunned the engine, mud and debris flying from all directions of the tires as her Ferrari tore into the night.

So dazed at Clark at what was happening, he didn't even realize that she was not driving toward Luthor Mansion, but toward the Kent Farm instead.

Pulling into the gravel drive in record time, Leo climbed out of the car, began running toward the porch to get out of the rain…

In a blink, Clark immediately scooped her into his arms and swiftly glided both of them to the roof – his arms never leaving her waist – before setting down softly, and guiding her toward one window with a finger to his lips for silence. He popped out the screen and slipped his fingers under the window sash, easing it open so that they could climb through. Leo shook out her hair as he replaced the screen and closed the window.

"Wouldn't the loft be better?" She whispered.

"No," he said softly. "This is better."

"What about…Lois?" Leo spat out the name with open hostility.

Clark chuckled. As much as he and Lois bickered, the animosity between Lois and Leo was poison. "She left for Germany last week…something about helping her dad track down her sister."

Leo nodded. She was familiar with Lois' larcenous sister Lucy. Bad genes must run in their family. "What about your mother?"

He turned on a small desk lamp, giving the room some light. "All the way down the hall, and a heavy sleeper - as long as you don't yell out, I think we'll be okay."

Leo smirked slightly. Somebody certainly has a high opinion of himself.

She'd stayed in this bedroom before, and had noted its tidiness, save for an empty soda can on his desk and a pair of socks lying in a crumpled heap beside the bed. His current pair of socks, which were sopping wet, and his sneakers joined them. Leo added her ruined pumps to the pile, nearly laughing at the size difference, as she came over to kiss him where he sat on the edge of the bed. She stood between his legs. Her hands were on his shoulders, his on her hips, and he looked up at her with a quiet expression.

She kissed him gently.

Unzipping her skirt, she slid them and her underwear off, kicking them into the pile with their shoes and socks and stalkings. She reached up beneath his T-shirt, which fell nearly to her knees, and unhooked her bra, throwing it into the pile. Only his shirt covered her. She leaned over him, kissing his mouth, his throat, his shoulders, and he raised his hands. He did not touch her again, but kept his hands hovering at a distance, afraid of accidentally breaking her.

Leo's hands wandered to his jeans, unbuttoning them, tugging them down.

He did not stop her, instead rising off the bed so that she could take them all the way off.

"Leo..."

"Shh." She left him, padding across the room to her purse where it lay beside the window. Pausing, she peered out. It was still raining, but the worst of the storm seemed to be passing. Only the faintest flicker of lightening could be seen within the dark sky, and the thunder rumbled a long time after the light was gone.

She hesitated.

It was a significant moment – but she did not understand why.

She was no virgin, and neither was Clark – not anymore. It was certainly not the first time they'd sleep with each other…

But that something was there, and it made the moment electric.

Leo ran her hands through his hair.

She did not ask or demand.

She said nothing at all, and Clark slowly raised a hand to touch her hip.

He rubbed it gingerly, and a second hand came in to play after a moment or so. Both slipped beneath the hem of the shirt – touching her hip, tracing the curve of her buttock. As they had in the car earlier, his fingers trembled, but the more they explored, the more confident he grew.

Leo lifted the torn blouse and removed it.

He groaned.

She blushed, suddenly coy. It was funny, she thought, how being naked changed things. It stripped away her confidence – it bared her body and soul. Standing naked in front of Clark always changed her – it was drastically different from being naked in front of a stranger or a one night stand. It was different with someone she just knew well, with someone who knew her well in return. It was different when she could – at least for that moment – know that she could trust him and that he could absolutely trust her…

She did not have that trust with anyone else.

And after tonight, there was no garauntee that she would continue to enjoy such trust with Clark again – making the moment all the more precious.

As suddenly as it had left her, her confidence returned, emboldened by the desire smoldering in Clark's eyes. Her mouth found Clark's again, and his kisses desperately reciprocated.

His hands guided hers to remove the last of his clothing, and her fingers trembled as she felt the familiar stiffness brush her thigh. She shivered a little, kissing him harder.

His hands were soft as they continued to explore her body carefully, gliding across her hips and up her back, down over her buttocks and up again. They moved around to her stomach, tracing a path around her navel. They lingered there as Leo ducked her head to kiss the juncture of his neck and shoulder, and when she raised her head to shake back her hair, they rose to her breasts. He cupped them in his palms, his fingers caressing the soft skin beneath them while his thumbs ran over the sensitive swells of her nipples. Her fingers tangled in his hair, and she marveled at the softness of the dark waves. He lowered his hands back to her hips, and rolled back onto the bed, pulling her with him.

Leo melted into the soft quilt covering Clark's bed, looking up at his gentle expression – he made up her entire world. He kissed her lips, holding himself over her with arms braced on the bed. She ran her hands over his arms, feeling the bulge of his muscles and the warmth of his skin beneath her hands as he moved his kisses down to her throat and her chest. The faint brush of stubble against her nipple as he kissed her breast made her rise against him. The warm wetness of his mouth made her moan.

She moved her knees against his hips, needing more, and rose to meet him when he carefully moved to oblige her. One hand slipped between their bodies. Without the reluctance she had shown earlier, she touched him, and guided him to the place that ached to embrace him.

He met resistance, and it hurt her.

Her hiss made him stop, but she wrapped her arms around him and pulled him down to her, kissing away his fears, and urging him to continue. He was as kind as he was careful, taking time to whisper to her words of affection and reassurance.

He paid attention to the rest of her body, repeating the action of his mouth against her breasts, kissing her cheeks, her neck, and her mouth again and again. Gradually she relaxed, and when he pressed forward again, she bit her lip and accepted him.

The burning pain subsided almost immediately, replaced by a mounting pleasure.

It made her moan.

It made her throw back her head and dig her blunt nails into his back. The flesh yielded, but she made no marks upon the flawlessness of his skin. She felt the muscles move beneath her hands and the undulating motion of his back as he moved himself in and out of her in long, slow strokes.

She moved with him, and felt the tension building from her center, through her belly, and into her breasts. Her breathing became labored, her eyes watered from pain and pleasure as she poised on the brink – harder, faster, wetter, deeper, longer, c'mon, c'mon……

"Leo..." Clark squeezed his eyes shut, his breath leaving him in the softest of whimpers. His body moved against her, within her, in a rhythmic beat to match his pulsing veins. Her body opened fully, sucking him deeper – OH GOD….

Suddenly, Leo shared Clark's experience of flight; the sensation of air rushing past her ears, blotting out all sound, the weightlessness of freefall. Tingling electric bursts shot through her body, borne by lightning. Straining against his body, wrapping her legs around his hips, rocking with his motion as her mind drifted upon the waves of pleasure enveloping it…

The steady rhythm of bed springs came to a jerky halt. The bed banged softly against the wall…

Once…twice…three times….

His body shuddered, the point of connection pulsed with throbbing heat. He moved inside her and her body exploded a second time, muscles clenched around him, keeping him part of her….

She closed her eyes, and flew, rising up from freefall to float among the clouds, before drifting down to the ground once again.

Safe.

Alive.

Every sense was heightened.

She could hear the sound of the rain dripping from the eaves of the house. She could feel every tiny silken hair of Clark's skin against her body. She could smell the peppery tang of his sweat braided together with her own, and the scent of the floral fabric softener Martha had used on the quilt.

She opened her eyes and drank in the joy in his eyes – no contempt, no rejection in his eyes. Only that mega-watt grin; total adoration and unconditional acceptance.

One last insurmountable fear had been vanquished by her sacrifice….

He braced himself on his elbows, and pushed her hair back from her eyes, and Leo started to cry.

His gut clenched in panic. Oh my god – did I hurt her? "What? Are you okay?"

She nodded, sniffling.

"Leo?"

She flung her arms around his neck and hugged him fiercely, digging her nails into his back – angry, determined, desperate to leave some mark on him, anything that would stake her claim.

Her ferocity, rage, and despair only grew as she realized the futility of her actions.

She clung to him with all her strength, all he hope. If human will power could tether one person to another, hers would clutch on to him forever….

She knew she was being silly – Metropolis was only three hours away, only minutes by casual superspeed.

So why did this feel like saying good-bye?

Metropolis, KS -- Many Years Later

Sipping her after-dinner port, Leo thumbed through the Daily Planet, relishing the cool kiss of the evening breeze brushing her skin as she lounged in the spacious balcony of her penthouse – the highest personal dwelling in the entire city.

Usually confining her reading to the business pages and the editorials, tonight she lingered on the society page, noting a small blurb regarding the engagement of a pair of Daily Planet journalists beneath the fold of page 16.

On the opposite side of the page was a photo of Superman, standing atop the old windmill on Chandler's Field in Smallville, Kansas. In the photo, the big blades rising above his head, and he squinted into the morning sun with one hand raised as if to shield his eyes. He appeared to be looking for something, or someone.

According to the accompanying article, Superman had appeared on behalf of some environmental group supporting the return of more traditional farming methods.

Kent Organic was mentioned in passing.

Leo's lips quirked. After all this time – he finally mastered the art of subtlety.

The next day, she mailed a copy of the photograph, carefully folded within a letter, to an address in Metropolis.

It was impetuous of her. She really didn't think he would come. Though they inhabited the same city, they had not spoken a kind word to one another in years.

That streak came to an end several nights later, as she sipped her after-dinner port on her penthouse balcony.

She stiffly congratulated him on the engagement…

And then the angry tears she despised started to fall.

He was her Kryptonite.

He made her weak.

She hated him for it.

He rescued the wine glass before it shattered, and pulled her into his arms, whispering into her hair as she cried against his shoulder.

They had not been so physically close to one another in so long…

He still smelled of sunshine. He tasted of rain…or were those just her tears?

She begged him to go, even if she really didn't really mean it.

He stayed anyway.

Then he took her flying.

One.

Last.

Time….

Before saying good-bye, and leaving Leo curled around her pillow in the warm hollow he had left behind.

She rolled over, staring up at the ceiling. Above her bed the ceiling fan cut through the air, its blades reminiscent of the windmill. When she closed her eyes she could still see it turning in the darkness.

The end of an era.

He had finally outgrown her. The tether has finally been cut, she thought wanly, idly rubbing her belly.

But she would never let go completely.

Several Months Later….

Wisely, no one questioned Leo Luthor when she informed her board of directors that she would be taking a short leave of absence.

No one dared, but all of them wondered.

The Chairwoman and CEO of Leocorp was a strong, vibrant and forceful woman who took no prisoners and suffered no fools, but that was not the woman who stood before them today.

The woman who stood there looked the part of Leo Luthor but seemed...hollow. Her make up and suit were immaculate, but her features were wan and pinched. Ordinarily fit and healthy, she was too thin and almost frail.

But none of them questioned it.

None of them dared.

Of course, Lois Lane-Kent had plenty to say about it. She held up a picture of the billionaire for her partner and husband, lifting a skeptical brow. "So what do you think, Smallville? Is it just me or does the Princess of Darkness look a little under the weather? Maybe she's getting too much sunlight these days – you know what that does to her kind."

"Lois!" Clark glared at her over the tips of his glasses. "Knock it off."

"What?" The raven-haired beauty looked surprised. "Just making an observation."

"Keep your observations to yourself." He growled back, uncharacteristically angry, before getting up. "I'm going down to the riverfront docks."

"I'll come with you." She was halfway into her coat before he stopped her.

"I'm meeting a source. He doesn't much like company." Without looking back, Clark left the Daily Planet in a hurry.

"Lois?" Stopping beside the desk, Jimmy frowned in confusion. "What's up with CK? He seems...a little off."

"He seems a lot off." She countered, frowning as well.

"Maybe he's finally had it with all your Leo comments," Jimmy shrugged. "I know you guys are happily married and all, but they were..." he hesitated, trying to find a phrasing least likely to set her off, "close for a long time."

The complex relationship that surrounded Clark Kent and Leo Luthor had been a touchy subject for Lois, ever since she and Clark started dating, and even more so after they got married. Jimmy had long since learned to approach the subject with care. He couldn't recall ever actually referring to it as what it was. A relationship. He had a feeling Lois would probably teach him the true meaning of cruel and unusual punishment if he did. "Your comments about her were kind of harsh."

"Maybe." She agreed reluctantly. "But...somehow...I don't think that's it."

00000000000

Standing in the shadows on the roof of Leocorp Tower, Superman's cape silently wafted about his body in the breeze.

Mercy Graves' approach was even more quiet - silent as the grave.

"You're late, Mercy."

"I waited for her to fall asleep." Leo's bodyguard answered, her voice unrepentant. "She needs the rest."

"What's wrong with her?"

"Don't you know?" The woman mocked angrily. "It's all your fault!"

"Me?" Superman turned to face her, genuinely confused. "How did I..."

"There was a child." Mercy bit out the words, tight and concise, allowing as little emotion into them as possible.

Clark's eyes widened. "Leo is..." His words left him when her choice of words sunk in.

Was.

"She was. She's not now." Her voice barely a whisper, the stone-faced woman continued on stoically. "The chances of it surviving were slim to begin with. The...It just wasn't viable. She tried. She tried everything. But...there was no way..."

Superman's voice was hoarse, agonized, when he finally spoke again. "How...How is she?"

"How do you think she is?"

"I have to see..."

"No. Not yet." Mercy was cold at first, but then she relented and reached out to touch his shoulder, as much comfort as she could give. "She isn't ready to face you yet. I don't know when she will be..." She turned to leave, to go back inside to the penthouse, but stopped in the doorway. "Superman..."

About to step off the roof, he looked back over his shoulder. "Yes?"

"I'm sorry."

He hesitated. "So am I."

000000000000000000

Deep within the confines of Leocorp Tower, Leo Luthor lingered in a lead-lined, sound-proofed suite with no windows – a relic of her father's covert project's lab on "Floor 33.1" of Leocorp (formerly Luthorcorp) Tower.

The room she inhabited, however, was in stark contrast to the sterile, clinical atmosphere of the rest of the floor.

This room was outfitted animal wallpaper, mock starlight ceiling, a veritable zoo of stuffed animals, and an assortment of toys that would have put Santa's workshop to shame – if not for the state-of-the-art incubator in the center of the room, it was a typical (if lavish) nursery.

Leo gazed lovingly down on her son, a miracle of her own creation. She had delivered him via C-section last week. As traumatic as complications from the procedure were for both mother and child, both were recuperating well. Her head researcher had warned her of the genetic dangers of cross-species gestation, but looking down on her perfect little angel, she knew it had been worth the risk.

Reaching into the incubator through the built-in plastic gloves attachment, she gently caressed the tiny finger of her gurgling, giggling baby who beamed a familiar mega-watt smile that pierced her harsh emotional barriers and melted her heart.

As the door to the nursery slid open behind her, Leo never bothered to turn around, preferring to focus on the tiny vision of perfection gazing back at her with total adoration and unconditional love. "Did he buy it?"

Mercy's lips contorted to a malicious smile. "Hook, line, and sinker."

Leo barely nodded, smiling lovingly as a miniature hand wrapped around her finger. "That will be all."

Mercy nodded, leaving mother and infant in privacy.

While Mercy understood why Leo felt she had to hide the child from his father, she couldn't help feeling just a little guilty for leading the poor guy on. After all, Clark Kent was usually a pretty decent, stand-up guy.

Of course, that "decent guy" also shared the same body as Kal-El, the super-powered alien that could conquer the world if no one was there to stop him. While she had not been the "Slayer" for many years, old instincts and prejudices died hard. When she saw Clark Kent / Kal-El, she instantly recalled the Angel / Angelus dichotomy that destroyed the first love of her life.

In her humble view, she found the comparison of "Kal-El" to Angelus pretty accurate – over the years, Mercy had dealt with Clark on red kryptonite before, she saw the kind of monster, Kal-El, that really lurked beneath the mild-mannered surface, just waiting to be unleashed. Similarly, if Angel, the sensitive caring man she loved, had ever experienced a moment of perfect happiness in his life (making love), he was cursed to lose his soul and devolve into the blood-sucking monster Angelus.

If Angel and I had ever had a child….

Mercy shuddered. Would I have had the courage to protect him like this? To hide him from the man I loved, if only to protect him from the monster lurking inside his father?

0000000000000

As Mercy wandered away from the nursery in her own thoughts, Leo remained transfixed on her child – her perfect child – and her ultimate revenge.

Oh, Leo was well aware of Lois and Clark's struggle to conceive a child of their own. "Superman" was in constant contact with Dr. Klein at S.T.A.R. Labs virtually every week, eagerly in search of some breakthrough that might traverse the tricky terrain of cross-species fertilization.

While Dr. Klein was an accomplished researcher, Leo wasn't going to hold her breath waiting for that to occur. Her research team at Cadmus had only accidentally stumbled across the answer, and even that had occurred after years and years of exhaustive research on Kryptonian physiology that dated all the way back to their old Smallville days…

Emotional controls clamped down, shutting out the heartache that accompanied the memories of those happier times.

Instead, Leo preferred to revel in her greatest triumph over her hated rival – if such a term could apply to a former muffin-pedaling, college drop-out.

Oh, you may have won a battle, Miss Lane, Leo thought bitterly (she still refused to refer to her by that silly hyphenated name, Lane-Kent), but I've won the war, she thought smugly, beaming down on her son – Alexander Lionel Luthor.

In thinking of names, Leo could not conceive of a better namesake than Alexander the Great – if any other man could rule the world before the age of thirty, could sit at the head of all tables, it would be her son.

Lois could keep her cheap little gold-plated wedding band. Leo now held the ultimate trump card, had something that impertinent slut could never give Clark – an heir.

A son – her son, who would bear her name.

Clark forfeited all rights to their child the moment he married his crass whore – the ultimate revenge.

And as for their son…

Leo glowed with bittersweet contentment. Between his mother's fortune, his father's abilities, and the exclusive guidance of his loving mother, she silently vowed that the world would never forget Lex Luthor.