Chloe Sullivan stared intently at her best friend. His dark brooding eyes were brimming with tears, and this scared her more than anything; more than the fact that he'd just discovered a rather embarrassing love letter she'd once written to him and more than the fact that he was surely about to break her heart yet again. She ought to be used to that by now, she thought wryly to herself. She'd lost count of the amount of times Clark had fractured her heart, but she knew it was enough that the next time might just shatter it for good. The tears slowly began to trickle down his face, running along his chiselled features before eventually dropping off his jaw, falling silently on the paper his was still holding. Each tear left a solitary track, seemingly scaring his beautiful face, leaving a mark of raw emotion for all to see. Chloe wanted so badly to comfort him, to wipe away these marks of weakness, but she couldn't move.

As she stared at Clark it became apparent that he was sifting through thoughts, memories. She could tell by the varying expressions fleeting across his face. Some of sorrow, some of joy and some of confusion. Chloe wanted more than anything to see what he was seeing, to understand the torment he was enduring, the torment that her ancient words had caused. This made her feel slightly guilty, but most of all, it annoyed her; what right did he have to claim this sort of emotion now? After all her years of pinning and heartbreak, how could he suddenly decide her words meant something to him? He'd dismissed them all those years ago and he'd dismissed her with them. Okay, so it had taken her a while to get over him, try about 4 years, and she had tried it on with him a few more times, but he'd always had the same reaction- just friends! Heartbreak.

Chloe hated the bitter track her thoughts were taking when Clark was so obviously rethinking their entire past, but she couldn't help it, Clark had pushed her too far and there was no way she could turn back to him. Not after she'd worked so hard to pull away. I'm leaving! She thought. Nothing will change, I'll be far away from here and he can go back to eyeing up Lois. Lois, Chloe thought with resentment, how could he possibly have picked Lois, her own cousin! Not that she had any sort of claim over Clark, or who he dated, but he'd always hated Lois. What had changed? She was of course aware that they were now partners at the Daily Planet. Chloe sighed restlessly; it was like they were cheating on her in her own temple. Not that they were cheating on her in any way, really, in fact there was no real grounds to call it cheating at all. Lois had of course known about Chloe's high school crush and Clark, well she assumed Clark was pretty much ignorant with anything concerning her, seeing as in Clark's eyes she was just a buddy, one of the guys, nothing remotely similar to a female. Her feelings wouldn't mean anything if the two of them got together, after all, it was supposedly just a silly teenage crush she'd had. She could never let anyone know it was anymore than that, otherwise her cover would be blown and her greatest lie uncovered.

Turning her attention back to the huddled mass of kryptonian, that was now shaking quite violently in her office; she felt she should say something. But what?

"Come on Big Boy, get a grip. It was sophomore year, why should it matter now?"

"Chloe..." he stammered out. She really didn't get Clark sometimes, Chloe was more than aware how oblivious he was to her womanhood, but surely he'd known about her crush in high school- he'd asked her to the Spring Formal for heaven's sake. Why was this letter so earth-shattering? She didn't get chance to ask this, because he was off again; "I just don't see why you didn't let me know about this," he obviously saw her eye roll as he corrected; "I mean, about your feelings for me. I know I was pretty hung up on Lana, but things could have been different."

"Different how Clark?" She was pissed now, how dare he pretend that he would have changed for her, how dare he ignore her persistent heartbreak. Nothing would have been different and he knew it. "There's no need to coddle me with lies. I know how it is. I'm not a pathetic little kid anymore. You broke my heart and you would have done it again, so let's not pretend anything would have been different Clark, because we both know it wouldn't have!" she was full on yelling at the end, but she didn't care, it felt as if she'd been waiting to get this of her chest for years.

"First off, who said you were pathetic?" Clark's voice was raised and this surprised Chloe a bit, she was used to him taking the tactful yet whispered route. "And second, don't act like you're the only one who's known heartbreak. Newsflash, I wanted to be with you more than once and you turned me down pretty hard." He was yelling to now, but it didn't surprise Chloe as much as what he'd just said.

"You wanted to be with me?" She definitely wasn't yelling anymore, in fact she was barely audible, but she knew Clark could hear her. He couldn't mean that, she couldn't think of one time he'd ever shown interest in her, and she would have remembered! He must just be lying again. "Don't be stupid Clark, you've never been interested in me, I'm just the sidekick and I accept that. You were in love with Lana and now you're in love with Lois."

"Lois?! What the fuck?!" he interrupted using a very rare expletive.

"I was never part of the picture." Chloe continued, sounding truly beaten.

"Never part of the picture huh?!? What about the time you dumped me after the Spring Formal, I was all up for working through it, I wanted to make it up to you, but you just dumped me. Or maybe the time we kissed at the Daily Planet, you can't just blame that on the end of the world. You were all I thought about when I was stuck in the Phantom Zone, all I thought about was getting out of there and finding you so I could kiss you again. Instead, when I got back you shoved Jimmy in my face. Hell Chloe, I don't think I've ever gotten over you, I still have fantasies about the time you came onto me in my loft wearing my jersey or the time we made out in the Talon..." He trailed off, realising his slip-up. Chloe was overwhelmed, all this time she thought she was just pointlessly pining for Clark, when in reality, he'd been dreaming about her too. But what was he talking about, The Talon? She recognised most of the memories, but this was new.

"Made out at The Talon?" Chloe repeated, uncertainly rolling off her in waves. "You want to run that one by me Farm boy?"

"Erm... well... you know... maybe that was just one of my fantasies or something, it's not like it ever happened."

"You don't sound so sure. Come on Clark, what are you talking about? When did we make out?"

"Well, you remember that time in sophomore year when you and Pete were infected with that parasite from the caves?"

"Oh my God. Lana said she caught you making out with some girl she didn't recognise and... Oh shit it was me... Clark what the hell? You were crazy about Lana, hadn't she just agreed to go out with you? What the hell were you playing at? And why were you macking on me when I was... not myself?"

"Chloe, I know it seems bad, but Pete slipped me Red K, I wasn't myself either. I didn't mean to take advantage of you."

"Take advantage of me? Back up Big Boy. What exactly did we do?"

"Well.... You know... It just got 'heated' okay?"

"Heated? As in further than third base?"

"Whoa. No. Just first.... well that's not entirely true... more like second."

"Okay, so tongues and petting or hand job? People have different definitions these days."

"Petting? Chlo, are you actually giving me a technical description here? And, well... probably somewhere in the middle."

"Okay. Well, I guess that's better. At least we didn't... well you know."

"Yeah. I guess. Anyway... I think we've gotten slightly off focus here."

"Wait a minute, I haven't finished yet."

"Oh Boy."

"Calm down, don't stress out, I won't press you for details any more, I just... needed to know. Why didn't you tell me about it afterwards? I mean, that's still pretty major Clark. And are you honestly still fantasising about it or did you just think now was a good time to poke fun at me?"

"Chloe." He sounded distressed, but that didn't answer her questions.

"That's not an answer Clark. Come on, man up here. I can take it, tell me the truth."

"I didn't tell you because I didn't want you to be mad and I didn't know how to explain it to you, you didn't know about my secret back then and I was too scared to tell you everything. Yes, I still think about it now, frequently if I'm perfectly honest, it was the hottest moment of my life, hopefully that will convince you that, no, I was definitely not poking fun at you." He sounded mad. Chloe stepped back, partly from shock, but partly she just wanted to get away from the angry kryptonian. He couldn't be serious; he couldn't be telling her this now. Hottest moment of his life? She couldn't help letting her ego inflate a little. Hotter than Lana? Wow. But no, she couldn't get carried away, this couldn't be real. Of course- it couldn't be real- maybe he was under some sort of influence again, or possessed by a phantom? Chloe looked up into Clark's eyes, searching for some sort of answer. All she saw was a sweet, vulnerable boy, looking back at her, waiting for an answer himself. She didn't have one though. For the first time, Chloe Sullivan was speechless; her sarcasm had completely abandoned her when she needed it most. So she turned her back on him and walked away.

She got to her bedroom before she felt his masculine hand on her wrist. He wasn't gripping her hard, forcing her to turn to face him; he was just there, showing his support, resorting to gentle Clark. His voice echoed this when he said;

"Chloe, what would happen if I said something like;

'I want to let you in on a secret.... I'm not who you think I am. I'm the boy who was too blind to see how amazing you are. I'm the boy who is hiding behind excuses and the boundary of friendship. Right now I want to rip off this facade, but I can't, because you've moved on and I'm too scared that you'll reject me. So I've decided to carry on hiding, because living with the lie may be painful, but it's softer than your dismissal. I'm a coward. I may have been confused in the past, my judgement clouded by girls I grew out of, but now everything is clear. I think there are also two types of boy; the ones you discard because they simply aren't worthy and the ones you grant a second chance, the ones you take a risk on. I really hope I'm the latter. I may not be the one you love today, but I'll keep you in my heart, forever wishing I could have flown to you faster. And if you ever chose to forgive me, I will be here waiting; waiting to love you more than any girl has been loved before- because I think you're worth the wait.'"