The first time Chloe Sullivan kissed Clark Kent was on the day they met.

Chloe moved to Smallville at the start of eighth grade when her father took a position managing the #3 fertilizer plant for Luthorcorp. Clark Kent was assigned to be her tour guide at Smallville middle school.

He had never met anyone like Chloe before. She was crazy smart, funny, and fun. Not even Lana was like her.

Chloe had spent her whole life in the big city and seemed intrigued by him growing up on a farm. He didn't know why he did it, but he asked if she wanted to come over.

To his surprise, she said yes.

He was showing her around the barn loft and talking books, when all of a sudden, she kissed him.

His first kiss.

When he asked why, she replied brightly, "I know you've been thinking about it all day, so I figured to just get it out of the way and be friends."

Well, yes, she was right. She was cool and pretty, even with the silly haircut, so of course he had thought about kissing her. Sadly, it seemed she didn't see him the same way. She just wanted to be friends. Which he told himself might be better anyway because of his secret.

But still...she had kissed him. So maybe things would change someday...

For now, he would take up her offer of being friends.

Maybe next time it could be more.


Stupid. Stupid, stupid, stupid! Chloe thought, walking out to her bike from the Kent barn. She had Clark's borrowed library book, "Tales of the Weird and Unexplained" under her arm.

Why had she kissed him and then ruined it by saying she just wanted to be friends?

Well, she would just have to clear that up the next time she saw him.


The next day, Chloe saw how Clark looked at Lana Lang. He literally couldn't even walk in a straight line without tripping around the beautiful brunette.

Chloe knew in her heart there was no way she could compete with cheerleader.

Maybe next time she liked a boy, she would find one that wasn't already in love with another girl.


The second time Chloe kissed Clark, was out at Kyle Tippet's trailer, and she was under mind control.

The persuader took her hand and asked, "You have feelings for Clark, don't you, Chloe? You see him, and you want him."

Clark laughed. That was just silly. He saw Chloe almost every day. He would know if she "wanted" him. After all, hadn't she been the one to kiss him just to "get it out of the way" and then declare they would just be friends?

But Kyle wasn't done talking, "All this time, you've been hiding it. Now you can show him."

Then to Clark's surprise, Chloe was running her hands up his stomach and chest, making intriguing little noises. Suddenly, her hands grasped his jacket lapels in a surprisingly firm grip and dragged him down to her. Her lips were firm and intriguing...and open.

Suddenly her tongue darted into his mouth. He felt his eyes go wide in shock.

Another part of him had a very different reaction.

Confusion and... something else poured through him. He wanted nothing more than to explore that "something else," but it would be wrong. She wasn't in control of her actions.

Sometimes it sucked to be a gentleman.

He lifted his hands from where they had fallen to rest on her hips and held then out in a show of submission. He didn't want either Kyle or Chloe to think he was taking advantage of her mind-controlled state. No matter what intriguing things her tongue was doing, or how his body was insisting he react.

She broke it off as suddenly as she started, and turned back to Kyle. "OK, come on. I'm ready."

For the second time, he saw that a kiss from Chloe could completely throw him off balance and mean nothing to her.

He wouldn't let himself be so revved up by her next time.


Minty. Kissing Clark was minty.

That must have been a fairly intense kiss for him to linger on her tongue like that.

Looking at Clark's shocked and embarrassed expression as he wiped his lips, she instantly knew exactly what kind of kiss it had been.

Oh my…

She pushed her hair from her face to hide her shock…and disappointment.

She promised herself she would remember kissing him like that next time.


It was the kiss that should have been, but wasn't.

Everything was perfect. Clark asked the band to play her favorite song and held her tight as they danced. It felt like all the Lana haze in his eyes had finally melted away and he was actually seeing her. Not his friend. Not a runner-up to Lana. He was finally seeing Chloe.

And he seemed to like what he saw.

She smiled up at him. "Clark Kent, man of mystery. Just when I think I have you figured out, you surprise me."

"How's that?" he asked.

"The song, the tux...tonight."

He smiled gently down at her. "And I'm still here."

She grinned back, still amazed. "Yeah, you are."

Then she did something she had dreamed about for so long, though she would have denied it if asked. She placed her head on his strong shoulder and danced.

When she lifted her head just to make sure it was all still real, the impossible happened. Clark leaned down and tilted his head. His lids slid down over those impossibly blue eyes.

Clark was going to kiss her!

It wasn't to be.

When he was just as breath away, the gym was suddenly filled with feedback over the loudspeaker, shattering the moment with an announcement of tornadoes.

A second later he was gone. She didn't know how she knew where he went, but she did. He had gone after Lana.

She had been an idiot, putting herself out there like that. He was in love with Lana, not her. She should have known that he would leave her.

Eventually everyone leaves. She would remember that next time she stupidly thought about putting her heart out there.


Why didn't I kiss her when I had the chance?

They were in the woods, trying to find his dad, but it was the first chance he had to talk to her Chloe alone since the dance. And it was all going wrong.

Of course he had to leave to save Lana, but he hadn't expected the window with Chloe to close behind him.

But it had. She was pulling the friend card on him again.

At the dance he had thought...but no. She had just been caught up in the moment. She was just confused and confusing.

In the light of a new day, she clearly wanted him as a friend more than anything else.

He would remember that next time.


The next time they kissed nearly blew Clark's socks off.

And she didn't remember it at all.

Chloe was infected with a cave parasite and Pete dosed Clark with red meteor rock.

While Chloe couldn't be held responsible for her actions, Clark could. The red meteor rock just lowered his inhibitions. It didn't change who he was. And "who he was" was the guy that had his hands all over the warm and delicious curves of his best friend.

Oh God.

Chloe stirred something in him that not even the gentle and beautiful Lana ever did. He had seen it during that kiss at Kyle Tippet's trailer, but this was a whole new level. With his hands on her strong, curvy body and her playful teasing, he recognized what he felt as pure, unadulterated, lust.

First in the backseat of Pete's car, and then at the Talon, he couldn't keep his hands or mouth off of her. Fire raced through his veins as he gave into his strongest, most secret desires. He no longer cared about her wish to put their friendship first, or his own conflicting feelings for Lana.

All he wanted was Chloe.

He nearly lost his virginity right there in the coffee shop in a tangle of tongues, grasping hands, and popping buttons.

She stripped his shirt from him, and for a moment, he relished the feel of her on his bare skin.

Then reality hit him like a bucket of cold water.

Looking down, he realized the Red-K that had let his wildest impulses rage out of control, was gone.

Realization of what he had been about to do slammed into him.

He had been on the verge of insane, wild sex with his best friend in the middle of a coffee shop.

Damn that red rock!

It was wrong, incredibly wrong. She was his friend! He pulled away and frantically tugged his clothes into a semblance of order, fighting the urges that still demanded he finish what they had started.

No! he told himself firmly.

"You don't have any real feelings for me, do you, Clark? Every time we hang out, it's just to get answers. 'Chloe, why don't you research this?' or 'Chloe, why don't you look up that?' I'm nothing more to you than your own personal search engine and I'm sick of it."

No! That wasn't it at all, Chloe! I'm doing this for you. You don't mean any of this. You're confused, and I'm an awful person for taking advantage of you this way!

"I want you, Clark."

Oh God...

He suddenly wished his jacket was longer to hide the huge bulge in his pants, which showed no signs of going away.

No, dammit! She wasn't herself. She didn't mean any of it.

Chloe didn't really want him. He had fallen into the same trap again. She needed his help, not his hands on her. He needed to remember that next time. He shouldn't be giving in to these urges, when she was clearly not herself.

Lana catching them just confused matters.

Chloe left the shop and he chased after her. Outside, Pete sucker-punched him and everything went dark.


Chloe wasn't entirely sure what happened when she was under the influence of the cave parasite, but she was able to piece together some of it.

She knew she has kissed Clark. She knew the minty flavor of him that still lingered on her tongue.

Then both Clark and Lana lied about it to her.

Why? What had happened? Why would they lie?

Fear? Jealousy? Embarrassment?

Shame…

Clark was ashamed of kissing her.

She blinked back tears.

It was really Lana he wanted to be kissing. Not her.

Stupid! Stupid, stupid, stupid!

She wouldn't forget where his heart really lay next time.


Memories of that heated day haunted Clark's dreams for weeks. He could still feel the pressure of her lips, the heat of her body, the sweetness of her scent. He ached in the night, as his head spun with the images and fantasies.

His throbbing body refused to let him sleep until he gave it release.

He knew it was wrong. She hadn't been in her right mind.

Chloe didn't actually want him that way, and besides, he was in love with Lana. He should be thinking only of Lana.

It didn't matter. Her name would slide from his lips against his will as his body pulsed and shuddered.

"Chloe…"

After each climax, Clark promised himself that next time the name he whispered in the dark would be Lana.


He wasn't sure exactly how she did it, but Chloe found him in Metropolis. Maybe she spotted him at one of the clubs and followed him home. That would be like her.

He had run away to escape everything from Smallville, but there Chloe was at his apartment door.

Before he left, his parents had begged him to stay. Lana had begged him to stay.

Chloe had told him to have a nice life.

It had all been too much, so he had left.

Ironic that Chloe would be the one that found him after only a week. He made her promise to keep his location a secret, and she did. But she kept coming back, trying to convince him to return to Smallville.

She rattled his numbness every time he saw her. He felt too much with Chloe around, so he did everything he could think of to make her go away. He threatened to run away to where she could never find him, he loomed, and raged at her.

She stood her ground through it all.

He knew of one way that could make Chloe decide, once and for all, to leave him and never return. He could kiss her.

But not just any kiss, he could unleash the pounding urges in him. He could show her all his pent up rage and pain and need. He could pin her sweet body against his apartment wall, and plunge his tongue into her mouth in the way he soon intended to be plunging into her body.

Would she stay? Would she join him in the large bed of his Metropolis crashpad? She felt something for him, he knew that much. She had been so upset at his being with Lana. Even though Chloe had always put their friendship first, there was still part of her that wanted him in a way that was more than just friendly. It might not be the larger part, but it was there. Enough to make her jealous.

Would it be enough to keep her here?

Or would she run away forever?

Even with his inhibitions gone, his sense of self-preservation wouldn't let him do it. He couldn't lose her. He couldn't make himself risk a final goodbye by doing that, even as strung out as he was by the red rock.

He knew he should leave the apartment. He should have gone, but even through the pain and rage and drugging Red-K, he found he couldn't leave Chloe behind. So, he remained and waited for the next time she came around.


Chloe didn't know the person she found in Metropolis. He looked like Clark, his voice sounded like Clark, but he wasn't Clark.

Nothing about this was Clark.

She always made sure to be clear of the building before letting the tears fall.

To have this impostor pressing in at her, in a way that was so close, but so very wrong from the ways she had always dreamed of Clark pressing into her, was too much. It felt like a corruption of everything between them to have him act this way to her. The tears flooded and rained down, but she still couldn't stay away while he was still in reach. She still had to hope that somewhere inside that frightening stranger was the boy she loved. She gasped out her pain and fear.

There was obviously something very wrong going on with him. She shouldn't let him upset her so much.

This wasn't Clark.

She would remember that the next time the tears threatened to fall.


Their Junior Year was rough on Clark and Chloe. They each had a hard time forgiving the other. What happened in Metropolis put a new tension on everything between them. But some things were the same. Clark knew that when there was weird, Chloe would always be there to investigate it. So when Lana suddenly developed a magnetic attraction to Seth Nelson, he knew she would be willing to investigate. Despite her insinuations that Lana may actually like the guy.

Life couldn't be that unfair. No Lana...and no Chloe.

As expected, Chloe easily got them into the Smallville Medical center records room. What he hadn't expected was someone walking in on their snooping. What he really hadn't expected was Chloe kissing him as a distraction for the doctor's benefit.

What he should have expected was the instant fire that the feel of her lips sent through his body.

She suddenly and forcefully pushed him up against the file cabinet walls and crushed her lips onto his. Despite the shocked "What's going on?" from the doctor and the suddenness of it, instinct took over. Her hand grabbed his arms, so he wrapped them around Chloe and pulled her tight and close. The angle she had achieved by slamming him bodily against the file cabinets had his head on level with hers. And his hips with hers.

He wondered if she could feel the sudden reaction of his body.

Despite the angle and the force, the kiss was surprisingly chaste. No tongues, jut a hard press of lips.

He wanted more.

"What are you two doing in here?" the doctor asked more sharply.

Suddenly, Clark remembered where they were and what they were actually supposed to be doing. His eyes snapped open a second before Chloe's did.

Records. Lana.

Right.

For just a second, he thought he saw something in Chloe's expression. something much more than friendly. Something that had nothing to do with making a show for the doctor that caught them.

"Nothing. Uh, sorry, we were just taking a break from candy striping."

God, she was so quick-witted. His own mind was still a puddle of goo.

"This is a hospital, young lady. Volunteering is about helping patients, not about make-out sessions in the file room, okay?" the doctor lectured.

"Okay," Chloe agreed and the doctor left.

She was looking very proud of herself now. "A good reporter always thinks on her feet."

Her feet weren't the part of her he was most interested in at that moment. He still felt dazed. Chloe hadn't kissed him since the incident with the parasite and the Red-K.

But now she had.

And it was a distraction, no more.

Certain parts of him had a...ahem...hard time accepting that.

As she smiled smugly and left he really wished he had her skill with a snappy comeback. Because when his lips finally parted to speak, she was already gone.

He had missed his chance to say, "Don't go."

He'd think faster on his feet next time.


She hadn't imagined it. Clark had been hard when she had pressed him up against that filing cabinet and kissed him.

She couldn't contain the smile on her face. Clark wanted her.

So maybe she would risk it. Maybe she would tell him that she wanted to be more than friends. They would clear up this thing with Seth and Lana, and then...

Chloe's smile died.

Lana.

This was all about Lana.

He didn't want her. Well, not really. For all she knew, he had already been hard because they had been discussing the beautiful brunette.

Don't fool yourself again, Sullivan. It is about Lana. It is always about Lana. Never you.

Remember that next time you get these stupid ideas in your head.


Their friendship weathered many storms that year. Clark's ongoing obsession with Lana, his secret-keeping, Chloe's prying, and her deal with Lionel fractured their connection deeply. More than once, it looked as if everything was about to fall apart completely, but one or the other would hold on. They weren't willing to let the other go completely. They couldn't make the clean break, but also had a hard time forgiving.

Each time they fought and walked away they each promised themselves they would fix things next time.


Eventually it was true. It took a long time, but for their Senior Year, they were finally on track again. Clark Kent and Chloe Sullivan were once more best friends.

Chloe was alive. Clark had let Lana walk out his life.

Clark and Chloe were in a great place again. As friends.

Then Chloe accidentally drank a kryptonite love-potion masquerading as Gatorade.

Her eyes fell on Clark, and all her repressed love for him came rushing out. She knew what she had to do. She had to show him exactly what he meant to her.

Next time Clark Kent climbed up to his barn, she would be waiting for him.


Clark climbed up the to the barn loft to see Chloe sitting on the couch. In his football jersey.

The breasts pushing against the fabric and the large amount of exposed thigh made it obvious, she was in nothing BUT the football jersey.

Gulp.

"Chloe. What's going on?" His voice sounded strange and high. She patted the sofa cushion next to her invitingly.

Unsure what else to do, he dropped his bag and moved to sit on the far end of the sofa. He kept hold of one of the textbooks. His clammy hands needed something to hold. Something that wasn't Chloe.

She smiled charmingly. "So, do you remember that conversation we had this morning about your priorities? Well, I've been thinking about my priorities, and I think they're a little screwed up. Who needs the Torch? Especially if you're not gonna be there."

Clark forced himself to ignore all the interesting things that happened under the jersey as she slinked closer. His grip on the textbook tightened. He felt the cover of the book bend under his clenched fingers. "Right." His eyes stayed on her face, as he tried to ignore the raging demands of less discreet parts of his body. "But that still doesn't answer why you're only wearing... my football jersey."

"I want to make you my number one priority." That really didn't sound like Chloe. "I would do anything for you." She moved closer. "Things that Lana would never do."

His mind went mad with visions of things that Chloe might do.

"Things to help relieve your stress," she continued, putting her hand on his chest.

Clark felt frozen, but he couldn't help asking - "Like what?"

Her hand became moving down his body. "Chloe..." His eyes flashed down then back to her widely smiling face. Her hand continued south. When her hand reached his lap, he jumped. The book was useless as a shield now, since he had crumpled it to roughly the size of a postage stamp. Dropping what used to be the book, he gripped her searching hand before she could start doing something that would cause all his higher brain functions to cease completely. "Hey, Chloe! Are you feeling okay?"

"I've never felt happier. Clark..." Then she straddled his lap.

"Uh-" he got out.

It took every ounce of willpower he had not to put his flailing hands on Chloe's sweet body. Something must be wrong with her. They had gone through this too many times now. He wouldn't let -

"Can't you see? I'm devoted to you. I love you, Clark."

Her eyes were overly wide and overly bright. They were almost scary in their intensity. Then she kissed him, muffling his half-formed protest.

Shock stunned him for a a vital few seconds before his mind raced. This wasn't right! Chloe didn't act like this! They were finally friends again. She must be brain zapped or infected, or something again.

He forced his mouth to stay closed even as her tongue lined his lips. He held his hands safely away from the inviting warmth of her. He couldn't mess things up between them again. He couldn't respond to the breasts pressed against him. He couldn't...

His hard body told him in so uncertain terms, that YES, he certainly could.

He lifted her off him suddenly, tossing her to the other end of the couch. He pretended not to see the smooth skin and curves of her that flashed as she tried to right herself on the couch.

He supersped away, telling his idiot body to calm down. Something was obviously wrong. He should have left the minute he saw her...

He almost stumbled, as his feet were unsure if they should run or stop. Unclothed like that. He and Chloe had been through too much to ruin things, when she was obviously not in her right mind. He had to find out what was going on. He had to make this right.

Or he had no idea what he'd do next time.


Chloe was back to herself. He tried to be happy, but a small part of him, had almost wanted to see what she would...

No.

That would have been wrong. He was still too hung up on Lana. It wouldn't be fair to Chloe, especially after all they had gone through to get their friendship back on solid ground.

After all that, he certainly didn't expect her to lay her cards on the table.

"Look, Clark, as much as I'd like to blame the pom-pom juice for this, I obviously still have those feelings in me somewhere."

He could understand that. He'd been fighting the same thing for too long, but he couldn't. Just couldn't. He couldn't lose Chloe like he'd lost Lana. Losing Lana still hurt in a way that left his guts all twisted inside. He didn't know what it would be like if he actually lost Chloe.

It wasn't a risk he could take.

"Chloe... I wish I felt the same way, but I don't."

She looked slightly disappointed, but nodded.

Against his own will, he found himself compromising. "At least not right now."

She smiled much too cheerily. "I know that. And I accept it. I just hope that we can keep our friendship."

Yes, our friendship. Our stupid, stupid friendship...

Maybe someday he'd have the courage to try. Maybe next time it would be right...


Chloe had finally taken the risk. She had finally put it out there and admitted to Clark what she felt. She had had made a fool of herself a thousand times over the last few days, culminating in her finally risking her heart with the truth

And Clark had shot her down.

She wouldn't make that mistake again. She wouldn't confuse friendship and a mild inclination on his end, with the love and driving need she felt on hers.

Next time she thought it might be something more, she'd remember his face as he let her down as best he could.


Stupid. Stupid, stupid, stupid!

Hadn't she promised herself that she wouldn't be fooled again? Hadn't she told herself not to think Clark was actually attracted to her?

All it had taken was a few words and a light touch on her face and she had turned into butter in the noonday sun.

"I have to confess that I... I find you absolutely fascinating. It's that twinkle in your eye...your wonderfully sexy smile...and your skin is so..."

A rational part of her had finally snapped to life as his head bent down. "Clark, what are you doing?"

His voice stayed soft and seductive.

"What I've wanted to do for a very..." His eyes closed and he leaned down to her again. "Very long time."

The rational part fled and her own eyes closed and her lips parted. Clark's breath on her lips was sweet and minty-smelling.

His lips were just that breath's length from her when he suddenly pulled away, leaving her to stumble slightly. His expression and voice mocked her softly. "Don't you wish." Then he moved past her with a final potshot. "Miss Sullivan."

A riot of emotions, strongest among them humiliation, raged through her.

Later, a part of her would wonder if that had been something like the insane personality he had shown in Metropolis.

That might not even be the real Clark.

But, real Clark or not, it didn't matter. She had let down her hard-won guard and gotten burned.

Again.

She swore to herself - Never again. Never!

Next time she felt herself slip under his spell, she would remember this moment. She would never let herself be played a fool by Clark Kent ever again.


Chloe was in her element. Hot on the case as the elevator slid closed with her and Clark inside. "Let's re-enact the event, okay? So Lex had Eve up against this wall right here, so...okay." She glanced over a a very uncomfortable-looking Clark. "Come on, big boy, it's for the cause of truth and justice. Now push me up against the wall." She dragged Clark over to her, trapping herself between his arms as she tried to recall the course of events between Lex and Eve.

"I don't think -" Clark stammered.

Chloe didn't even hear him. She adjusted their positions to fit the video they watched earlier. "And her hand was like this... and I think his hand was like this. And they were..." She pulled Clark's hips into hers, thinking.

"Maybe he knocked the earring off accidentally," he interjected.

"Yeah. Yeah, and then she pushed him... up against this wall over here like this." She matched words to actions, pushing Clark against the wall with a solid thud.

His hands gripped her arms lightly, and she realized they were pressed together tightly in the confines of the elevator. Pressed together with their faces only inches apart.

And something hard pressing into her stomach.

"Hi," she gasped out, intrigued. For once, Clark didn't pull way. In fact, his eyelids lowered slightly as his gaze moved to her lips.

Chloe didn't move in, didn't close her eyes. She wouldn't fall for another almost-kiss. Another heart-wrenching pull-away.

If he was going to kiss her, it was going to be all him.

Then the door opened on a woman with her twin girls. "Oh my," the woman blurted, shocked.

Clark jumped back from Chloe as if she burned him. He bravely moved to hide behind Chloe's five-foot-three frame.

As the woman hustled her children away, Chloe called after them, "No, but nothing was happening. We weren't doing anything, really."

It was true, they hadn't been. They never would be. Clark had made that clear over and over again.

She tried to be proud of herself for not falling for the almost-kiss, but she was still disappointed.

Next time, she told herself she wouldn't even want it.


Stupid. Stupid, stupid, stupid!

He had almost kissed her again. How could he do that after turning her down just weeks ago? He was a complete hypocrite. Saying one thing and doing what he wanted anyway.

Ok, fine, there was provocation. Chloe pressing herself to him and throwing him around the elevator had certainly heated his blood - but still!

His body still felt the impression of Chloe pressed against him, even as she called after the woman fleeing down the hall.

Dammit!

Next time, Lex could do his own freaking investigation


In a way everything changed, and in a way nothing changed, when Chloe learned his secret.

Their friendship became even deeper, more of a partnership than it ever had been. He no longer had to hide the truth from her, and she no longer had to pry. They were honest with each other in ways that they had never been before.

It also meant that they were even less willing to take other chances with each other. Neither was willing to face losing the other, should things go south.

Clark returned to chasing the elusive Lana, and Chloe did her best to protect Clark from the myriad baddies that he seemed to attract like flies to honey.

They would circle the issue, but never confronted it directly. They spun webs around each other, closer and closer, but never touching. Each hoped the other would have the courage to break the stalemate. Next time.


Author's Note: Story created for secret-chlark Fall 2014 for: purple_moon123. NC-17 version on my live journal.