Full Disclaimer: I do not own Smallville or it's characters. I'm just using them to my imagination. The way the characters are depicted our of my views, and not of the writers & creators of The CW network. So don't sue me okay.

Author's Note: This story is posted on other sites, but its old and I wanted to put up here. You'll note that if you've seen this story before I've made creative changes to clean up this early fan work of mine. Please review and tell me if things are too OC even for alternate reality/au. Also thoughts are in Italics.

Chloe was swimming in the pool of her home. She'd taken the day to be at home in Smallville while off for Spring Break at Met U. It was a hot day, so she was refreshing herself in the pool. She'd invited Clark, Lana, and surprisingly to Clark's shock Lois. They'd each told her something different. Lois which wasn't a surprise to her had a date with some guy she'd meet while looking to buy a new bikini. Lana was doing her best avoid Clark since they'd officially broken up for good this time. Clark on the other hand had told her yes he'd come over hang out with her.

"Clark..." Chloe thought. Feeling her cheeks heat, and a familiar blush spread across her at the name of her sexy alien best friend who she'd love to pin against ... Chloe cut those thoughts before they could get to far in her head. She didn't want to embrass herself if Clark could smell her arousal. "Could he?"

As Chloe swam to cool her slightly heated body Clark appeared before her in his flannel best.

" Clark when I said lounging by the pool. That meant you'd have to wear swimming trunks. Flannel & jeans was not suppose to make an appearance today farmboy. Go change." She told him.

" Come on Chlo I said I'd come and I did. You know temperature doesn't affect me the way it does you. I could be bundled for winter and still be fine right now." Clark shot back.

"Clark..." Chloe tried again. "...this my house and we're going to follow my rules. So that means swim trunks when at the pool. Change now please."

"Fine."

Clark speed off to the farm to change. He stopped in his room and began to look for what Chloe insisted on. Pulling out dresser drawer after drawer he finally found what he was looking for and groaned.

"I'm never going to hear the end of this from her." He thought as he zipped into super speed to fix his mess, and change clothes.

After he was finished in a record 6.8 seconds Clark speed back to Chloe's house. When he got back Chloe was out of the pool sipping from a glass lemonade. Clark stood transfixed looking at his best friend. He shook his head but couldn't get the image of the water sroplets that clung to her skin. The way it dripped from her curved frame, and how her two piece red bikini was wet & sticking to her body like second skin. He shook his head trying to get those thoughts out of his head. Clark could feel his body warming at the racy thoughts he was having of his Chloe.

"His Chloe." Clark softly mumbled to himself.

Chloe turned at the soft noise behind her, and let out a little at the sight before.

"Very patriotic of you." Chloe told him as she looked over his flag patterned trunks. Her light giggles stopped as she eyes ran over the hard planes of his body turning her cheeks pink.

"Okay I've changed. Happy now?"

"You have no idea."

"How hot is it to you anyway?" Clark asked.

"Hot enough that a minute out of the pool is more then enough." She told as she splashed back into cool water. "Come in Clark the water's great."

Clark took off the shoes he still had on and got into the water. He swam underwater taking advantage of the fact that chlorine couldn't hurt his eyes. Clark stared uninterupted at Chloe backside all the while wondering what was getting into him. He'd never thought of Chloe like this before. To him it was frightening and exciting all at the same time. It made Clark wonder if Chloe still had feelings for him.

Chloe turned when she saw the water around her stop rippling and wondered what Clark was up to. She knew he could stay underwater for a long time; it made her body throb just knowing that Clark was in the water with her.

"Clark what are you doing?"

Clark surfaced behind Chloe and put his on her waist and pulling her close to him.

"Clark is something wrong?" Chloe chimed trying to cool her rapidly risng body heat. She could feel her insides melting at his simple touch.

"What is wrong with me. I'm just floating here letting Clark hold onto me..." Chloe gulped as she felt something hard & hot pressing into her lower back. " Is that what I think it is."

Chloe pressed herself into Clark slowly. She could definitely feel him now, and she carefully swirled her hips against him. Clark hissed as Chloe moved.

Letting out a small breathe he whispered her name. "Chlo."

Clark grasped Chloe closer to him. Feeling her melt into his body, never had she been this close to him. Skin to skin; every place that they touched felt alive, hot, like if he'd taken a hit of redK! Gentlely Clark splayed a hand across her stomach and moved upward till he was cupping a breast in his hand feeling the weight of it.

"Soft and heavy, but so good." Clark thought as he rubbed his thumb across a pebbling nipple.

"Clark?" Chloe said on shuddered breath.

"Yeah Chlo." He finally said after bringing his hand to tease Chloe's other neglected breast.

"What's happening to us?" Chloe moaned. She could feel herself becoming wet and it wasn't from the water surrounding them.

Clark let go of Chloe to turn her around to look at him. He couldn't take it anymore leaning in he kissed her.

"Clark!" Chloe gasped out after he had released her lips from that mind blowing kiss.

This wasn't something she was expecting. All the feelings she had been keeping from Clark came flooding to the surface.

"Chloe I'm sorry. It's this heat…it's making me... me..."

Clark couldn't finish his sentence cause Chloe had stopped his mouth with a kiss of her own. Clark pulled Chloe closer, and pressed her into the poolside wall. Their kisses were quick and feverish. Clark pulled Chloe out of the pool and they stumbled into the house and onto the couch. No one was there and Chloe felt she wouldn't have stopped if she had an audience. It was always a fantasy of hers to have her way with Clark in almost everyroom of her childhood home.

In an instant her top was gone. He had untied the strings, and was working his hands on her firm breasts. Clark really hadn't noticed them before. Maybe because she always seemed like a friend to him. Chloe moaned and pushed her body into his.

"Clark wants me." Chloe thought.

"God I want you. More than I ever thought I could." Clark said echoing Chloe's thoughts outloud. The way she moaned, and every kiss was electrifying.

Her shorts were next to go. His left hand sliding down. Creating a firey trail as it found its way between her legs. Hesisantly he played with her nether lips. Teasing her slowly before slipping a finger into her. She moaned as he wiggled the long, thick digit before he added another and began to work them in & out of her. Clark easied his way down Chloe's body. Chloe shuddered as she felt Clark part her legs farther giving him a unresricted view of her most intimate parts. Clark blew small chilled puffs of air across Chloe's clit making her shiver. Dipping his head Clark took her swollen pearl into his mouth still moving his fingers in & out. Chloe came in a long and powerful shudder just from his mouth being on her. Just having his mouth on her was more than she could take at the moment with realizing that she would actually be having sex with Clark.

He came up from between her legs and kissed her first slowly with passion, then harder nibbling on her bottom lip. They stayed that way for a few minutes until Chloe was ready for round 2 of their growing passion.

"Clark I want you." She panted out between their whirlwind kisses.

"I want you to Chloe." Clark said in her ear.

He stood up and took off his swimming trunks. Chloe gazed at his large erection and wondered how come anyone be that huge. She was starting to think that he wouldn't fit. Granted she wasn't a virgin, but of the one person she'd actually had sex was no where near the same size as Clark.

He pushed her farther back on into the couch and layed her flat against it. He settled himself over top of her and Chloe tensed slightly.

Clark stopped to look at Chloe. " Chlo are you okay?"

"I'm... I'm just wondering if you're going to fit." She told looking into his eyes.

" I promise I won't hurt you." Clark told her as his fingers re-entered Chloe's body. Slowly he strenched her feeling her warm wetness coat his fingers.

Chloe whimpered as Clark's fingers withdrew from her body. Her body greedily tried to suck the digits back into her. His hands slide to her hips alining their body together as he slowly entered her body. Carefully he pressed in inch by inch stopping to let her body adjust to him. He wanted to go to fast, but the risk of hurting her was to something he wasn't going to do. Clark knew his size had been a problem for Lana too.

" I'm ready Clark " she whispered to him as she pressed her hips forward causing Clark to grit his teeth.

He pulled out of her and pushed back in. She shivered underneath him. Slowly Clark repeated the motions again pulling out and pushing back in again. He did this a few more times until he was sure that she could handle him inside of her. They began to make a pattern, Clark pushing into Chloe as she pressed forward grinding her hips to his.

She could feel the pressure building at the base of her stomach. It was tense and growing with each of Clark's thrust into her. He had been beginning to slow down, but it looked like he was getting in a second wind, because his pace started to increase. Chloe was withering in his touch. Jimmy had definitely never set Chloe on fire like this.

Chloe could feel her body contracting. The pressure at base of her stomach was too much. Chloe came long & hard on Clark calling out Clark's name brokenly.

"Clar...rrk!" She moaned.

Hearing his name that way Clark couldn't stand it. He came inside of Chloe a hard shiver ran through him as he did so. The both of them laid there panting for breathe. Clark was the first to speak.

"Chloe… he started I don't know what happened between us just now but it was amazing."

"Clark I can't tell you how great this was between us. This heat can come around anytime if this is what it's going to do to us." She said.

They stayed there for a few more minutes; then got up. Chloe lead Clark to her room where they continued to let the heat effect them.

FIN