This is a companion fic to Waiting, set in the little 'verse I randomly made up. You don't have to have read Waiting in order to get this, but I suppose it helps. Hope you enjoy!

He lay in bed, unable to fall asleep, even at four in the morning. Even listening to her heartbeat hadn't helped. It was all erratic, and if he hadn't been listening to her breathing, he wouldn't have thought she was asleep. Maybe she was having a nightmare. Maybe she was in trouble in her dream. Who would show up to rescue her? Oliver? No. Him? The thought was laughable. The Green Arrow? Maybe. Would they kiss? Go further? He wondered. Clark sighed. This wasn't helping him any, wondering what Lois was dreaming. Just because he'd woken up in the middle of the night after a very vivid dream of her didn't mean that he starred in her dreams. He shook his head and tried to clear his mind. Focusing on Lois's heartbeat and breath, he tried to imagine what she must look like now. Peaceful in sleep, as she never was when awake. Clark had just started to breathe deeply and had almost slipped into the sleep that eluded him when he heard her speak. Well, more like, whispered. Sighed.

"Clark."

His eyes snap open. His heart stops. Dammit! He pushes his covers away, suddenly too hot. Running his hand through his hair to push it out of his eyes, he knows he might as well just get up now. Because after that little word he's heard escape her mouth in sleep – Well, he knows sleep isn't going to come after that.

Clark had been agitated the past few days. Lois couldn't understand why. Nothing new was happening with anyone that he could get worked up about. If anything, things had finally started to calm down a bit. This was why she thought her dreams had been more frequent as of late – she was more relaxed. She just couldn't understand why he'd been so edgy. And every time she asked him about it, he'd just get worse. He refused to talk about it. It was really starting to frustrate her. But she consoled herself with the fact that he hadn't talked to anyone else about it, either. She was pretty sure it wasn't anything with Lana or Chloe, and so she was left to conclude it involved her somehow, which was why he wouldn't talk about it. And all she had to do was figure out what it was.

Clark was at the end of his rope. He had to do something about this – it'd been a week since he slept! And while he wasn't particularly harmed by it, thanks to his alien heritage, he liked sleep. Liked the peace it would bring him. And it'd been a week! How does Lois get any sleep at all with the dreams she's been having? Dreams that involve him. And now he's pretty sure those dreams are not ones in which he rescues her. He's started to think she's been having the same kind of dreams about him that he's been having about her. And what's worse – he can't talk to her about it! He can't go to Chloe, and he really doesn't know who else he can call. So maybe he's been a little grouchy these past couple of days. So maybe he's on edge when Lois comes around. What is he supposed to do about it? She's his friend. It's not like he has any romantic feelings toward her – I mean, come on! It's Lois. Right? And even though he hears everything, his mom still manages to sneak up on him because he's so lost in his thoughts.

"Clark? What are you doing up at this hour?" He is sitting at the kitchen table, staring out the window into nothing.

"I can't sleep."

"What's bothering you?" Martha gets out the milk and glasses, ready for a talk, even if it is nearly two o'clock in the morning. He shakes his head.

"Nothing."

"Nonsense. Talk to your mother." She hands him a glass of milk and sits down across from him with her own glass. He sighs, opens his mouth, and stops. "Please, Clark. Tell me what's keeping you from sleep." She watches as her son shoves a hand forcefully through his hair and rests his elbow on the table. He's looking at the grain of the table when he starts to talk.

"Maybe…I've been having some dreams."

"Dreams? You mean nightmares?"

"No, Mom." His face flushes red, and Martha is struck with sudden knowledge.

"Oh. Oh. Those dreams. Oh. Um…okay." This is just one more conversation where she wishes she could go get Jonathan and leave the men in her life to themselves.

"Yeah. And I just…Just can't stop thinking about it!" His voice is pure agony, but he's determined to finish this conversation, leaving out details and exact words, of course.

"Well…uh…have you tried to do anything about them?"

"No!" He says it violently, as though it'd be a crime. "No, I can't." Calmer now.

"Clark……is this about Lana?" She asks the question tentively, unsure of the whole conversation.

"No. This is not about Lana. I haven't even thought about Lana all –" And then he stops because he's just realized this is the first time in the past eight days that he's even thought her name. His mind has been consumed with Lois – even now, he's listening to her heartbeat.

"Oh. Well, that's good, right? Maybe this is just a stage, Clark. Just a phase in the process of moving on." She likes the way it sounds, her son moving on. Lana has caused him far too much pain and trouble to be the love of his life, and she has hope that maybe he's starting to see that too.

"I don't think it's just a phase, Mom. It's just….gotten worse, recently, is all."

"Oh." Well, what do you say to that, she thinks. "So, you haven't moved on?"

"Mom! I haven't thought about Lana for a while now." He sighs. "Can you focus on the subject at hand?" He's exasperated, and she wants to laugh at him. Oh, her silly son.

"Of course, I'm sorry." She smothers a giggle. "Just who are you dreaming about Clark, that's got you so wound up? Chloe?" She's guessing in the dark.

"No! Of course not… Chloe is my friend. We're just friends. That's all. It's…it's….nevermind! Who is in the dreams is unimportant, okay!"

"Alright, alright. That's fine. Maybe you should try to figure out why you're having these dreams instead of focusing on the dreams. Now, go up to bed and try thinking of something totally unrelated." She gets up from her seat and presses a kiss to his forehead. Her silly, silly son. "Goodnight Clark."

"'Night, Mom."

Clark is dragging himself up from the table when he hears her – oh god, Clark! – and he promptly trips over his own feet and falls face-first to the floor. It is the next morning when his mother comments on a slight dip in the floor by the table that he realizes he must have dented it with his fall.

Lois has come around earlier than usual this Saturday morning, and Clark flees to the relative safety of the upstairs for the moment, claiming he needs a shower, even though he took one around six, just hours ago. She wonders again what's wrong with him while she watches Martha make pancakes for breakfast. Martha asks her what she's thinking about, and Lois knows very well that she can't say 'your son'. But then she is struck with brilliance and she answers Martha's question with a question of her own.

"What is up with farmboy lately? He's been so edgy, Mrs. Kent."

"Oh, he's just been having problems sleeping. He's been having 'dreams'."

Lois swears she hears a crash from upstairs, but Mrs. Kent doesn't appear to have heard anything, so she thinks maybe it was her imagination. Seconds later, she knows it wasn't her imagination, even though she knows it can get out of control sometimes. But she knows that isn't the case, because Clark is suddenly at the bottom the stairs, hair still dripping wet, with his clothes barely shoved on properly. Fighting hard not to stare at him, (does he really have no idea how sexy he looks wet?) she smiles wickedly at Mrs. Kent and motions Clark over.

"So, I hear ya been having some dreams, Smallville. And talking about it with your mom, how special." She just loves how the blush rises in his cheeks like that. Just loves it. And it really lessens the effect of his glare, which is being alternated between his mom and herself at the moment. Still, she can't help but wonder who stars in those dreams of his. Lana? No, that wouldn't be enough to keep him from sleep. Chloe? Maybe, but she doubts it – she knows they are just friends. Who else is there? A wicked gleam enters her eyes when she realizes that it could be her. She walks over and punches him on the arm, lingering for just a second. "So, Clark, who's the lucky girl?" His face only gets redder, and Lois laughs louder. She watches gleefully while he tries to gain his composure.

"I'm going out to the loft." He looks pointedly at both of them, Lois knowing he intends for them to stay here in the house and leave him alone. Two seconds after he's out the door, she almost doesn't follow him…but then she thinks to herself 'When have I ever listened to him?' and the choice to go is made easy. Smiling at Mrs. Kent as she slips out the door, she hurries to catch up to him. Shoving his shoulder slightly when she does, she steps into place beside him and doesn't say anything for a moment. But when has that ever lasted?

"So…these dreams are why you've been so grouchy lately?" He is silent, but she's not bothered. They climb the stairs together. "That's kind of stupid, Smallville. They're just dreams. It's not like you can control them. They don't hurt anything." How is he supposed to tell her that it isn't thinking about his own dreams that keep him up at night? That it's her dreams? She is startled by his sudden question, by his sudden closeness as he turns to face her quickly.

"Do you talk in your sleep, Lois?"

"Uh…no."

"I think you do." He's smiling now, that same little smile he had on when she came to see him, ask him about what she 'didn't remember'. Like he knows something she doesn't it. It makes her want to hit him and kiss him at the same time.

"And why is that, Smallville? Been stalking me? Watching me sleep?" His smile grows wider, and she doesn't like it. She is supposed to have the upper hand here.

"No, of course not. I just think you're the sleep-talking type, that's all."

"Okay, then." And now she knows she's got that look on her face, that look that's happy and makes him wonder what she's thinking. Only this time, she wouldn't be able to tell him, because she doesn't think he's quite ready to hear she's smiling because he just inadvertently told her that he's thought about what she's like when she's sleeping. She tucks that thought away and walks around him up into the main space of the loft.

"What did you plan to do up here, anyway?" She wonders if he had anything planned, or if he just wanted to get away.

"Nothing. Just hang out, think. Why?" She loves how he suddenly gets weary after answering her questions. It's so cute.

"I'm bored. Chloe is becoming a workaholic, and I wanted to see that new movie with Nicholas Cage. Or go shopping. I'll let you pick."

"Lois, I really…"

"Oh come on, Clark! Pick now or I won't let you."

"Lois…" She has that face on again, only this time it's shaded with warning to just give up and pick an activity. "Let's go see the movie." She laughs because he sounds so resigned – as if a movie is so bad.

"Let's go then. We can go shopping after." She smiles at him and grabs his wrist to drag him along when he doesn't follow immediately. She barely catches the small smile on his lips when she doesn't let go of his arm until they reach the yard. She pushes him toward the house. "Go dry your hair. I'll be in the car." She openly admits to herself that she just doesn't want other girls seeing him like this. Not that she would ever say that out loud.

It is late, she is tired, and she doesn't invite him up for a drink. After all, it's not like he's her boyfriend. Yet. She smiles about that as she changes into her pajamas. She has the feeling that maybe he's coming around sooner than she'd thought he would, especially after hearing about his dreams. She's glad that Mrs. Kent told her, glad because after she knows about it, Clark seems normal again. Well, maybe not normal. Better than normal. He doesn't complain too much about holding her shopping bags. Doesn't complain about having to sit there looking like a dolt while she models clothing in the store. Doesn't seem to mind when she accidentally places her arm over his during a suspenseful scene in the movie and never moves it off. He doesn't seem to mind any of this, and she's glad.

She can't help but think of what his dreams entail. Can't help but wonder what they do in them. Probably the same things they do in her dreams, she snickers to herself. She laughs quietly to herself when she gets into bed and snuggles deep into the covers. For just a second, she wishes Clark was beside her. But it doesn't last long, because she reminds herself to go slow. This is Clark, and he can't get suspicious too soon. Every day she's reminded herself that she has to be subtle, that it's the only way for her plan to work. She wonders if Clark realizes all the things they did today are considered things that couples do.

So, let me know what you think. Good, bad, whatever. Thanks bunches in advance!

Dizzy