"We're never going to find a dress," Valerie said to Chloe, who sat across from her in the little café they had stumbled upon in downtown Metropolis. The girls had been walking around for quite some time, having ditched Bruce's limo as quickly as possible that morning. They'd been all over Metropolis, looking for the perfect dress for the party that was taking place in less than six hours, but had come up short. All the dresses were either too dressy, or too casual. While yes, the party was in a barn, it was still a party. Valerie still wanted to look good and love her dress, she just didn't want a gown. She needed a happy medium.

"Valerie—" Chloe attempted to calm her friend but she just shook her head. "The party starts in four hours, we have to be back in one and we've been in and out of every dress store in the city." Chloe sighed and took a sip of her coffee, trying to think of a way to help Valerie. Her phone vibrated and she pulled it out. "There's got to be another place," She said, checking her text message before a smile appeared on her face. "And I might just have it. Common."

Chloe threw a couple of dollars down on the table to pay for their coffees before leading Valerie out of the shop and turning right. "Where are we going?" Valerie asked. If there was anyone who knew about the stores in Metropolis, it was Valerie; she spent every Sunday afternoon with her mother shopping, and she and Chloe had been to every place downtown. "A friend of mine owns a vintage shop a few blocks over and she says they just got a bunch of dresses in," Chloe explained. Valerie stopped in her tracks, and Chloe turned to her. "This is no time for you to be a brat, Val," she said and the red head rolled her eyes. "Let's just go, see what they have, and if there's nothing then we can freak out, okay?"

Valerie had taken that as her que to shut up and just follow Chloe; the blonde didn't need to be spending her day with her in the city, especially after she had just gotten over being sick, but she was doing it anyway. Chloe was definitely a real friend, Valerie had decided, and was going to keep her mouth shut for the time being. The two walked the few city blocks in silence, and were soon in from of the shop. Ella's Closet was the name, and Valerie could remember times when she and her friends would walk past this place.

They went in and Chloe went right up to the girl at the register, giving her a hug as Valerie looked around. There were racks of vintage clothes, all in different colors and styles, no real order for how they were stored. A smile appeared on Valerie's face as she slowly went through the clothes, thinking about her friends. "Gab would freak if she ever saw me in here," she said when Chloe had come up next to her, turning her head. "She always had this saying 'If it's already been worn, it's not worth your time.' I never realized how much she had been missing out on." Chloe smiled as the pleased look on Valerie's face, before a woman came into the store from behind a curtain.

"What number is that?" she woman said to Valerie who looked up at her, a confused look on her face. "Excuse me?" "Your hair," the woman continued. "I've been thinking about going red for quite some time, but I could never find the right color." Chloe laughed. "Well keep looking, Ella. This is all natural," Chloe chimed in, which caused Valerie to laugh nervously as the woman walked over.

"Val, this is Ella Cipriano, owner of the best store in all of Metropolis," Chloe beamed and Ella just laughed. "It's nice to meet you Mrs. Cipriano," Valerie said sweetly, and the older woman shook her head. "Please, call me Ella. Mrs. Cipriano is my mother in law, rest her soul." Ella smiled at the girls and Valerie nodded, before the woman began to walk around the store.

"So, to what do I owe the pleasure of having Valerie Pace in my store?" Ella said, and Valerie's nerves resurfaced. Of course she knows who you are, Valerie thought to herself, mentally kicking herself for thinking she could go a day without having to be Valerie Pace. "Tonight's my sweet sixteen and I don't have a dress." "And you decided to come here?" Ella questioned, and before Valerie could answer she shook her head, waving the red head over. "I'm sure I've got something you'll like. Let me measure you."

Ella took Valerie's measurements before selecting a bunch of dresses and sending Valerie to a dressing room. For the next hour she put on and took off dress after dress, none being the one; one was too big, and next was too small, or the color was wrong, or the neck line was too low. Valerie walked out of the dressing room in just her jeans and bra, a panicked look on her face.

"I'm never going to find a dress," she said simply, shaking her head. "I'm going to my sweet sixteen in a pair of jeans." Valerie dropped down onto the couch between Chloe and Ella's daughter, Monique, and buried her head in her hands. A concerned look appeared on Chloe's face and she looked at Ella, who was standing before the three teenagers, thinking. "Okay Valerie," she knelt down in front of the girl who looked up, a tear on her cheek. Ella sighed and wiped the tear before nodding. "I have one more dress," she started. "If you love it, you can have it. Free of charge. And if not then I have failed as a store owner and a self-proclaimed fashion expert." Valerie couldn't help but laugh slightly, which caused Ella to smile. "Go in the dressing room, I'll go get it from the back."

After receiving the dress Valerie hadn't come out of the dressingroom for some time, which worried the three waiting. "Valerie?" Chloe called, about to go inspect when the red head pushed the curtain aside and walked out of the dressing room, a smile on her face. "It's perfect," she said simply.

The purple dress was made of some sort of sheer silk, though it wasn't see through. It was loose, and the bottom had beautiful ruffles that just made the dress that much more fun. The purple was a beautiful contrasting color to Valerie's red hair, and it fit perfectly.

Turning to look in the mirror, the smile on Valerie's face never faded. She brushed it off as she took a step closer, admiring herself in the mirror before doing a half turn, and looking at her back with the same smile on her face. She turned herself to face Chloe, Ella, and Monique, nodding her head. "This is the one." "And I know exactly how to finish it off," Monique said.

The girl went over to the accessory section and then to the shoes, coming back with two items; first was a pair of lace patterned tights, and the second a pair of black strappy heels. "A birthday gift," Monique said, handing them to Valerie with a smile. Quickly Valerie pulled the girl into a hug and she returned it, before pulling away.

"Oh crap," Chloe said as she checked her watch, standing up from her seat. "We've got to go." Valerie looked at Chloe with a smile before heading back into the dressing room, quickly changing and coming back out. Ella put the dress in a box and handed it to Valerie as Chloe called the limo. "Thank you so much," Valerie said to Ella, who nodded. "Happy birthday, sweetheart." Ella pressed a kiss to Valerie's head before the two girls said goodbye and left.

XXX

You've reached Valerie Pace. Leave a message and I'll get back to you as soon as I can. Thanks. Bye. *beep*

A sigh escaped Clark's lips as he closed his cell phone, deciding not to leave Valerie a fourth message. He had been outside all day, avoiding the house like the plague and getting the barn ready for the party. His kitchen had turned into party central, with Erin, Mollie, and Gabriela had been on the phone practically all day with potential party-goers, DJ's, and decorators. Martha had been out all day with Jonathan, and with Valerie in Metropolis, he didn't feel safe going inside.

But he hadn't been inside all day, and truth be told Clark had to use the bathroom. It was five, and Valerie was supposed to be home a half hour ago, because the party started at six. So he called her, and her phone went right to voicemail. If there was one thing that Clark knew about Valerie it was that her cell phone was almost always dead. He had tried Chloe too, but she hadn't answered. He just hoped they'd be home soon.

Clark stood at his back door for a second before sucking in a deep breath and, cautiously, heading into the house. Just as expected the three girls were in his kitchen, talking about something, and they seemed not to notice Clark. He smiled and tried to slip past them, but he failed. Just as he was about to go up the stairs, one of the girls saw him.

"Clark!" Mollie shouted a bit too loud for his liking and he paused, a sigh escaping his lips as he turned around and took a step down onto the floor. "What's up?" he asked as she beckoned him towards them. Reluctantly he walked over, joining the circle of girls. "What're you wearing tonight?" Mollie asked, and Clark shrugged. "Pants, a button up, maybe a sports jacket." Clark hadn't thought that far ahead, and Valerie had promised him this morning she'd help him pick something out when she came home.

The three girls nodded before looking to each other and then back to Clark. "Clark," Gabriela started, pressing her lips together. "It's really nice of you to offer your barn for Vale's party, as weird as it is." Clark wanted to roll his eyes. "And I mean, you seem a nice and all, but we're going to have to ask you to back off from Valerie."

Clark had a confused look on her face, and he looked at each of the girls. "What do you mean?" he asked skeptically. "What she means is—" Erin chimed in, leaning on the counter across from Clark. "—Valerie and Bruce have practically been engaged since they were kids, and we just want what's best for her. It's what her parents would've wanted, Clark. Not some farm boy with a hero complex." Erin's voice was kind and genuine, but the words coming out of it were anything but. Clark could tell that they really cared about Valerie but that didn't matter anymore. He shook his head, but before he could, Valerie came rushing through the door.

"I know, I know, I'm late. But every dress in Metropolis was either too big, too slutty, or too ugly. We spent the entire day hitting dead ends until I found the perfect dress," she explained, throwing her jacket onto one of the chairs in the dining room and walking into the kitchen with the box from Ella's in her hand. She offered her friends all smiles before pressing a kiss to Clark's cheek, causing the tension to rise.

"So, how's everything going here?" she asked, slightly out of breath. "The barn's all ready," Clark nodded. "My mom will be home in ten minutes with the rest of the set up stuff and my dad's getting the food." Valerie smiled. "I just got off the phone with Holden," Erin spoke up, and Valerie looked to her. "He's coming, so are 99% of the people you invited to the original party." "What about Jordan?" she asked, and Erin shrugged. Valerie sighed.

Her eyes caught the clock—it read 5:07—and her eyes widened. "You said you wanted a blue shirt, right Clark?" she asked as she began heading upstairs. Clark glared at the girls before following Valerie upstairs. They went into his room and she began looking through his closet. "Well you're in luck then, because it seems all you own is blue," Valerie pulled a shirt out and laughed, placing it on the bed along with a pair of jeans and a sports jacket.

"Oh!" she exclaimed before taking the top off her dress box and pulling something out, walking over to Clark: a gold half face mask, one resembling that of the Phantom of the Opera. She handed it to Clark. "So we match," she said simply and he smiled a little, holding it in his hands. "Thank you, Valerie," she said simply before pressing a kiss to her forehead. "Now go get dressed, I'll meet you downstairs."

Valerie quickly took a shower before doing her hair and getting dressed. It was 6:15 when she was finally done, though she didn't really mind showing up a little late to her own party. She was putting her shoes on when Bruce came in, a smile on his face. "You look beautiful," he said as she walked past him to her mirror and grabbed her gold mask. "What's with the cold shoulder, Vale?"

"Why'd you bring Erin, Mollie and Gabriela here?" she asked, turning to look at him. "Because I know that you knew that I cancelled the party. And sold the dress. So don't play dumb." Bruce sighed, walking over to her. "Was it to try and get me to come back to Metropolis?" she asked him. "Using my friends against me?" "That's not how it is, Vale, and you know it." "Then how is it?" she asked.

Bruce sighed. "I just want you to be happy," he said and as he gently grabbed her arms, her eyes softened. "I knew you'd be bummed out today and I thought bringing the girls out here would cheer you up, that's all." Valerie was silent and Bruce's hand came up to brush a piece of hair out of her face.

Before she could speak he leaned in and pressed a soft kiss to her lips; from through the crack in the door Clark could clearly see the lip lock, and rushed down stairs. He had come up to see what was taking Valerie so long, but instead saw that. He was hurt, and angry, and maybe even a little heartbroken. He quickly pulled his mask on before heading outside.

Just as quickly as Bruce pressed his lips to hers, Valerie was pulling away, a shocked look on her face. Before he could speak she slapped him across the face using her strength, causing Bruce an immense amount of pain, before taking a step away from him. Shaking her head she walked out of her bedroom and into the bathroom, leaving Bruce. Standing at the mirror she let out a sigh, trying to control her insatiable anger with breathing exercises she had learned from her dad. After a few minutes she was calm and slipped her mask on before heading downstairs and out to the barn.

Once inside Valerie was greeted by a swarm of friends from Bryce, all hugging her and expressing how much they had missed her. Some of them she could tell were genuine—like Billy Albright, her former vice president, and Kelly Knight, Valerie's lab partner since the sixth grade—while others were just thankful to be invited to the party of the year. Still, Valerie didn't care. She was so happy to see her former classmates again and catch up. For a while, everything felt normal again.

"You really do look amazing, Vale," said Alice Quinn, the girl whose locker had been next to Valerie's since middle school, just before Valerie excused herself from the group of people she had been talking to. Across the barn she could see Chloe, Pete, Whitney, and Lana talking, and quickly she made her way over. "There's the birthday girl," Pete called over the music as Valerie walked over, a smile on her face. Whitney wrapped his arm around her shoulder and she leaned into him slightly, looking at her friends. "You guys having fun?" she asked and they all nodded. "Well I'm glad."

"Your friends are…" Chloe trailed off before the group laughed and Valerie nodded. "They're something alright." "Excuse me," someone spoke from behind the group and they turned. Before them stood a handsome young man, tall, with brown hair flipped up and a smile on his face; he wore a grey suit with a black tie. "I'm looking for the beautiful birthday girl."

A smile appeared on Valerie's lips and she pulled away from Whitney and wrapped her arms around the stranger. "Holden Sinclair," she exclaimed before pulling away from the hug. "Mind if I steal her from you guys for a bit?" he asked and Chloe nodded. "Go, catch up. We'll be here," she smiled. Valerie nodded before following Holden outside of the barn for a bit of quiet.

They walked to the house and sat down on the steps, taking off their masks. "You cut your hair," Valerie pointed out and he nodded. "Yeah well, you know how Jordy is; when she wants you to cut your hair, you cut your hair." Valerie's smile fell a bit, but wasn't completely gone at the mention of Jordan. "How is she?" Valerie asked and looked over at Holden, who was looking down at his hands. "Why don't you ask her yourself?" he asked and Valerie's eyebrows furrowed.

Holden stood and offered her his hand, which Valerie took, and he led her into the house. She stopped in her tracks at the sight of Jordan McAllister standing in the middle of the Kent kitchen in a tee shirt and a pair of jeans; she had never been one for dresses, which was one of the many things that made her and Valerie so different, and Valerie wouldn't have had it any other way. Looking up from the magazine she was flipping through she smiled. "Hey Vale," Jordan breathed out. "I'll leave you two alone," Holden said before heading back to the party.

The two stood in silence for a few seconds before Valerie spoke up. "Gab made it seem like you weren't coming," she said and Jordan let out a laugh. "I wasn't," she said simply. "But I got a call from your friend Clark about an hour ago and… I don't know. He's very convincing." Valerie couldn't help but smile at the fact that Clark had been behind this. "So I called Holden and made him turn around and pick me up. I didn't even have time to change into that god awful dress I bought for tonight." Valerie laughed. "Well I'm glad," she nodded. "I never did have the heart to tell you how much I hated that dress."

The two girls laughed together before once again, the room became serious. "Look Valerie…" Jordan paused before taking a step closer to her. "I'm sorry I overreacted." A breath escaped Valerie's lips. "I was scared and confused, sure, but I had no right to act how I did. And right after your parents died? I'm the worst friend ever." Valerie shook her head. "No, you're not," she said simply. "I probably would've reacted the same way." Looking at Jordan Valerie smiled before pulling the girl into a hug; they embraced tightly for a while before pulling away. "I love you Jordy," Valerie whispered, and Jordan smiled. "I love you too Vale."

"Is it safe to come in?" Holden called from the other side of the screen door and the two girls laughed. "Get in here Sinclair!" Jordan exclaimed before Holden rushed in, pulling both girls into a tight group hug. Laughs escaped the lips of all three teenagers, and once they had finished Jordan looked to the barn. "I have to go talk to Clark," Valerie said to them, and the two nodded. "Catch you for cake?" The three headed back into the barn: Jordan and Holden went to talk to friends while Valerie looked around for Clark.

She finally found him by himself in the loft, looking out at the stars. "Why is it that every time I'm looking for you, you're up here gazing at the stars and contemplating the world?" she asked with a slight laugh, but Clark didn't look at her. Confused she went next to him and smiled. "You clean up nicely," she said, noticing the cold look on the half of his face that wasn't covered in mask.

"Hey," she said simply, pulling his arms so he was looking at her. "What's wrong?" "Nothing," Clark said. "Just thinking." Valerie sighed. "Well paused that for a second, because I want to say thank you." "For what?" he asked. "For calling Jordan up." Valerie's smile was contagious, and Clark wanted to smile back, but he couldn't. How could she come here and act so normal when she had been locking lips with Bruce Wayne before? "You seriously made my night. So thank you."

The two stood quietly, looking out at the stars, but Valerie could feel the tension. She wanted to say something, but didn't know what to say, so she just stayed quiet. Valerie was pulled from her thoughts at the sound of Jordan's voice, causing the two to turn. "Well would you look at this," Jordan said, walking over to the two. "My best friend is living with a hottie and I'm stuck with twin brothers who eat their buggers. Why world, why?" Valerie laughed slightly and Clark smiled at her. "It's nice to meet you too, Jordan."

Jordan offered Clark the same smile, and instantly Valerie felt uncomfortable. "I was just thanking Clark," she said, hoping that the looks between Clark and Jordan would break, but they didn't. Just then the music cut and Mollie's voice could be heard through the barn. "Where's the birthday girl?" she asked, and Valerie let out a breath. "That's my que," she said, hoping one of them would follow her, but they didn't.

Valerie headed down the stairs and everyone clapped; Mollie handed the microphone off to her and the red head smiled, taking it and beginning to speak. "Who knew I could throw a party in less than twenty-four hours?" she laughed along with everyone else, feeling comfortable in front of the crowd.

A sigh escaped Clark's lips and he leaned against the wall, taking his mask off and tossing it to the side before running his fingers through his hair. Jordan noticed this and walked over to him, arms crossed over her chest. "You look tired," she pointed out and Clark laughed. "You don't know the half of it," he said and looked at her. Clark's eyes ran up and down her body before back to her eyes, and Jordan noticed.

"Oh, so you're that type," she said simply before nodding. Clark wasn't sure what Jordan meant, but he didn't have time to ask. "You got a girlfriend?" Clark wasn't sure how to respond; he and Valerie weren't dating or anything, but he sure as hell had strong feelings for her. But she had kissed Bruce, and was lying to him. Still, he hadn't spoken to her about it yet.

Clark's silence was enough to convince Jordan of an answer and she smirked, leaning in to kiss Clark right on the lips. A part of him didn't want to stop her, but the rest of him knew it was wrong. Just before Jordan's lips touched Clark's he stopped her. "I can't," he whispered and Jordan instantly pulled away. "Still hung up on the last girl, huh?" she asked before reaching over and grabbing a pen from Clark's desk. She grabbed his hand and wrote down a number on it. "If you need help getting over her," she smirked before heading back down to the party.

XXX

"Thank you guys so much," Valerie pulled away from her hug with Mollie, the last of the three hugs she had just given, with a smile on her face. The four girls stood in the kitchen of the Kent's house after everyone had left, and were waiting for Holden to get out of the bathroom so they could head back to the city. "You know how much we adore parties," Erin smiled and the other three nodded. Just then Holden came down the stairs and grabbed is jacket from the table, walking over to the girls. "We better get going. My mom hates when I drive at night," Valerie rolled her eyes at his cheekiness. "Where's Jordy?"

"What'd you guys think, you were gonna leave without me?" Jordan walked into the house, a smirk on her face. Valerie sighed. "Where the hell have you been?" she laughed. "I went on a walk around the farm. These Kent animals are pretty cool, if you ask me." Again Valerie sighed. "Jordan, are you high?" she asked. "As high as a kite," Jordan laughed before Holden shook his head.

"Alright, Madam Kite," he said as he lifted her up and over his shoulder despite her protesting. "Time to get you home." The group laughed. "Night Vale," Holden said before the rest of the girls said goodnight and they headed outside. "Night Red! Don't get into too much trouble without me!" Jordan called and Valerie just waved as they got in the car and eventually drove away.

Quickly Valerie headed upstairs and got changed into a pair of shorts and one of Clark's tee shirts, wiping off her make-up and placing her mask on her dresser. She took her hair out before hearing her stomach grumble; she was starving. She made her way down the hallway quietly, but before going downstairs she looked into Clark's room: he wasn't there.

A sigh escaped Valerie's lips as she walked downstairs, over to the refrigerator and opened it, looking through for something to eat. She hadn't had any of the food at the party because she was too busy socializing, but a nearly two in the morning she was definitely hungry. She grabbed the container labeled pasta and a fork and sat down on the kitchen floor, beginning to eat the slightly cold spaghetti.

She was halfway through the pasta when the back door to the Kent's house opened to reveal Clark, who seemed confused. Instantly Valerie stood up and placed the pasta on the counter, walking over to him. "You okay?" she asked, taking his arm which caused him to jump. He looked to her, who was also confused, and nodded.

"I fell asleep in the loft," he mumbled before running his fingers through his hair, eyes looking past Valerie. A sigh escaped her lips and she took his hand, leading him over to the island and making him sit. "You hungry?" she asked and offered him some of the now cold pasta. Clark looked to the Tupperware before back to Valerie, a small laugh escaping his lips.

"Suit yourself then," Valerie said simply before taking a bit of the pasta, a smile on her face as she swallowed. Clark's smile remained, momentarily forgetting about what had happened with Valerie and Bruce, and just enjoyed her presence. He took the Tupperware from her and placed it back on the counter before standing; her grabbed Valerie's waist and picked her up, placing her on the counter and standing between her legs.

"You looked beautiful tonight," he whispered into her ear, hands resting on her bare thighs as her arms wrapped around his neck. Their faces were close and Valerie bit her lip, driving Clark crazy. "But I don't think you've ever looked hotter than you do now, in my tee shirt."

"Mr. Kent, I can assure you—the shirt looks even better off," she said in a seductive tone, continuing to bite down on her lip. Valerie's hand rested on his chest, and just before Clark let himself indulge in her beauty he was reminded of what had happened with Bruce and instantly felt uncomfortable. Clearing his throat he nodded, not looking at her but past her. Valerie's eyebrows furrowed.

"It's late, we should head to bed," he took a step away from her, which left Valerie even more confused. "Night, Valerie." Using his superspeed Clark was upstairs and in his room in seconds, leaving Valerie atop the counter very confused.

Hey guys!

Sorry this chapter took a bit more time to post; I was having a bit of writers block, but thanks to my friend Sabrina I got my inspiration back. Shout out to her, because she's awesome and the person I bounce ideas off of. Ily mom.

ANYWAY this chapter is a bit short, but a lot of important stuff happens. Notably:
- Are Erin, Mollie, and Gabriela looking out for Valerie's best interests, or what they think are her best interests? They were pretty rude to Clark, especially with the whole
it's what her parents would've wanted note or whatever.
- Bruce making a move on Valerie, and Val shutting him down. Go Val!
- We've finally met Holden and Jordan, aka Valerie's Chloe and Pete! I was so happy when I wrote the scene when Val and Jordy made up, and the three of them are the cutest friends.
- Jordan's a bit of a trouble maker, a bit of a wild child, and we'll definitely see more of that
- And now, the weirdness between Clark and Valerie because of Bruce. We'll see how that develops, especially with the excitement of the next few chapters

So yeah, that's that. I'll try and get the next chapter up soon, but a lots going to happen in that one so bare with me. We will discover a new power of Valerie's, which will be awesome, but I won't tell which one. I'm very excited to write the next few chapters.

Another thing: I've written Valerie's family history and her connection to Clark, and I'm going to let one lucky person read it! The first person to PM me will get to read the full back story. I'll also be giving spoilers to the first person to comment on this chapter, so that's cool too. You know what they say: the early bird catches the worm.

And lastly, I JUST SAW BATMAN V SUPERMAN AND I CRIED. It was so good, Oh my god. So if anyone of you need someone to talk about the movie with, I'm your gal.

As always, follow and favorite and comment and all of that. I'll be waiting.

xoxo
Paige