Author's Notes: I read some of my reviews after the first chapter and after re-reading it and thinking back on the show, I realized that my depiction of Lois was way off key in the first draft. So i rewrote the first chapter with a much more realistic Lois but the story will have the same basic plot. Thanks for thereviews and advicepeople. Hope this one is better. Thanks again for reading.

Summary: Clark, with Chloe's encouragement, finally musters up the courage to ask Lois out. But sheturns him down. Afterwards, in a moment of danger, Clark is forced to show Lois who he truly is. At the same time, Lois sees the real Clark Kent. The man she gave up.

Disclaimer: These characters and this storyline belong to DC Comics and Miller, Gough Inc. I OWN NOTHING!

Daily Planet

"Hey Chloe." Clark said as he walked into the Planet.

"Hey Clark." Chloe answers back with her usual warm smile. She then watches Clark sit down and let out a huge sigh with that thoughtful look on his face. Chloe rolls her eyes playfully, then smiles and asks, "Ok big boy. What's going on?"

"Nothing Chloe. What makes you think there is?" Clark says innocently. Chloe then just stares at him with a look that says Come on Clark. I know you better than that.

"Fine. Don't laugh at me though." Clark warned. Chloe just smiled. He continued. "IthinkI'mfallingforLois."

Clark mumbled it so low and fast that Chloe just looked at him funny and said, "Come again."

Clark took a deep breath and said, in a coherent voice, "I think I'm falling for Lois." He then looked down because he knows what Chloe probably thinks.

Chloe just smiled. "I knew it." she thought. "Man I'm good." she said aloud. Clark gave her a confused look. She smiled and continued, "I saw this coming the day she dunked you in the water tank senior year."

Clark's eyes widened and he said, "Really?"

"Uh huh." Chloe replied. "I was just waiting until one of you was willing to admit the chemistry between you two." she laughed.

"Stop laughing Chloe. This is serious." Chloe pressed her lips together to keep from laughing some more. "Honestly Chloe." Clark continued, "I'm in a real pickle here. I fell for a girl who finds me repulsive. I have a better chance at becoming gay then ending up with Lois." Chloe just laughed again.

Clark just glared at her. "Hehe, sorry Clark."

"Yeah, yeah. But seriously Chlo, what am I going to do?" Clark whined as he put his head in his hands.

"What normal people do when they like someone. Ask her out and tell her how you feel." Chloe stated, trying not to make Clark sound stupid.

"Yeah right. Then have her laugh at me and make me feel like the size of a peanut like normal. But good idea Chloe. Way to use your head." Clark said sarcastically.

Chloe just rolled her eyes. "Clark, I've seen you and Lois together. You two have a chemistry that not many other people have. Do you know what that is?" she asked.

"A complete and natural hate?" He responded.

"NO! You two can make each other forget their problems and just be yourselves. Lois isn't very good at showing it Clark, but she values your friendship more than most. Why do you think she always hangs around your house?" she asked.

"Because she likes my mom's pie?" Clark said hesitantly.

"Your dense sometimes you know that?" Chloe huffed. "It's because she wants to be around you, you dope!" she said as she slapped his shoulder lightly.

"Yeah sure Chloe. That's why she constantly tries to make my life a living hell." Clark huffed back.

"That's just her way of flirting Clark." Chloe reassured.

"You really think so?" Clark asked in that innocent, childish kind of way that made Chloe want to hug him.

"Yeah I do Clark." she smiled big as she saw a glint in Clark's eyes. "So what are you waiting for?" Chloe asked.

"What do you mean" Clark asked, oblivious.

"I mean, you big dumb alien, that you should be going to see Lois right now and tell her how you feel." she said as she gave him a look that said Get the hell out!

Clark just smiled, kissed Chloe on the cheek and walked out of the Planet with a new found confidence. Chloe just smiled and said, "Go win my cousins heart Superboy, if you didn't already." knowing that he'd hear with his super-hearing.

Clark smiled big and super-sped towards Smallville.

Talon

Clark walked into the Talon just as Lois was just about finished closing up and heading to her apartment right above the acclaimed coffee shop. "Hey Smallville." she said with a smirk.

"Hey Lois." Clark replied shyly.

"What's up?" she asked "And if you came here for a coffee, you can stick that idea right up your butt, 'cause I am not turning that thing on again." she said, starting their usual bickering.

"Lois, can we hold off on our usual banter? There is something I need to tell you." Clark said in a serious yet gentle tone.

"Ok Smallville. Give me a second and I'll be right down. I have to pee like a race horse." she said whole heading to the bathroom. Clark just chuckled and began rehearsing what he was going to say when she came back.

About 5 minutes later, Lois returned in her flannel pajamas and pink bunny slippers. Clark just chuckled. "What? There cute." Lois said.

"That they are Lois. That they are." Clark replied with a smile.

Lois smiled back and asked, "So what did you want to talk about Smallville? It sounded serious." Lois asked.

"It is." Clark then took a deep breath and a leap of faith. "Lois, there's really no way to say this other than to just say it." Clark stopped, for fear of what might happen if he continues.

"Just say it Smallville. It can't be that bad." Lois reassured.

Clark just gave an uneasy smile and said, "Lois," he paused again.

"Come on Smallville, out with it. I don't have all night." she huffed.

"I think I'm am falling for you." Clark said as he looked down at the floor.

Lois gulped. "WHOA! Did that come from left field or what?" she thought. Then she did the last thing that either of them wanted, she laughed. Not just a giggle. But she began to laugh hysterically as Clark uncomfortably stood there with a frog in his throat. After her laughing died down, she just looked at him and after seeing his face, she said, "Wait. Are you serious?" she asked.

Clark gulped and slowly nodded.

"Oh." she began, "well Clark I uh..." she didn't know what to say. She knew Clark and her had become real good friends, but boyfriend and girlfriend. Wow! She had never even thought of Clark that way.

"Look Lois, you don't have to give me an answer right now. I know this is a lot to take in. I only ask, will you think about it?" Clark said with a hopeful look.

"Wow!" Lois thought, "This will be tough." She began, "Clark, we've become real good friends, best friends even. But I honestly can't see us becoming any more then that. I mean, we can't go five minutes without fighting over something." Lois laughed, trying to lighten the mood. Clark just looked down with a sad look in his eyes.

Lois softened. "Clark, you are a good guy. Probably one of the best I have ever known, but I honestly don't think it would work out between us. I mean from a realistic prospective, you'll probably stay on this farm and raise a family here. And that is great, a lot of good people, like your parents, are doing that." Clark looked up again with some hope in his eyes, but Lois continued, "But that is not what I want. So even if we did in some remote universe, get together, it wouldn't go anywhere." she concluded.

"But Lois, I don't plan on staying on this farm forever. I..." but Lois cut him off.

"Clark, I know that you will make a difference in peoples lives. You already have in mine and that's why we're such good friends. But to be totally honest, you're really not what I am looking for in aromantic relationship. I'm really sorry Clark." she finished

Clark just stood there for a moment with that sad look on his face. He then said, "Ah, it's ok Lois. I figured it was a long shot anyway. We can still be friends right?" he asked.

"Of course Smallville. It'll takre more than that to get rid of me." she smiled. Clark smiled back, but inside he was crushed.

"Well i gotta' head home before my mom gets worried. I'll see you around Lois." he said with a sad smile.

"Yeah. Bye Clark. And I'm really sorry." she repeated.

"Don't worry about it." he lied. Then we walked out of the Talon. He didn't realize he liked Lois that much. It was confirmed because if he didn't, her rejection, no matter how nice she tried to put it, wouldn't have hurt this bad. With that thought he super-sped home as tears rolled down his cheeks.

Lois was then left with her thoughts. "I hope Clark is alright. I mean he's a good guy and all but he's way too different from what I see in a future boyfriend or even husband. No offense to him, but brooded way to much for her liking." She always had a thing for guys with confidence in themselves. She honestly thought he was way too broody for a farmboy. "I mean, what could he have to be so glum about all the time right?" she asked herself before heading to bed. Little did she know the reasons why Clark was the way he was. But she would soon find out.