A/N: Thank you to everyone reading and reviewing as always. You gals/guys have been so awesome. I appreciate all the positivity. Thanks to my awesome Beta: Darkfirelight, who as always worked his magic. Thanks to all.

Chapter 11

Clark POV – At French Restaurant

As Chloe and I pull into the restaurant I immediately notice Lana, knees drawn and hugging herself with shaking arms, obviously crying.

"Chloe... she's crying." I tell Chloe and I know that neither of us are thrilled about it. This was suppose to be a nice outing, but it doesn't look like it is going to turn out that way.

I get out of the truck and go around to the passenger side, sighing as Chloe starts towards Lana without a moments wait. Lana looks up and upon spotting my form walking towards her sprints forward, either ignoring Chloe or just not noticing her.

"Oh Clark! Jason broke up with me!" She sobs. She crumples to the ground and seems to notice the blonde. "Sorry Chloe..."

I glance over to Chloe and she looks irritated. I give her an apologetic look. After I push Lana's arms away, I step towards Chloe and take her hand.

"What happened Lana?" I ask.

"I told Jason we had our date together and he said he didn't feel like coming here and that maybe we needed a break. Can you guys believe that? Someone needing a break from me? I told him that we should come tonight, so we didn't stand you two up, but he just left. I still wanted to come though instead of canceling." Lana explains tearfully.

"Are you sure you still want to do this?" Chloe asks. "You don't think it will be awkward at all with this being a double date and you not having a date?" She asks bluntly, exchanging an odd look with me and shrugging slightly.

"No, no. Chloe, I don't think it'll be awkward. We are all friends, after all. Let's just go in and have dinner." Lana smiles shakily before turning on her heel and walking towards the entrance.

I lean down and whisper in to Chloe's ear. "Hey, listen; we'll eat and leave okay, this could be awkward." Chloe looks up at me and gives me a small smile.

We get our table and Lana moves to take a seat. I absently take note of her non-stop chatter as I pull a chair out for Chloe to sit down and then go to sit down myself, quickly moving around to do the same for Lana when I notice Chloe's look. "Thanks, Clark." Lana smiles. Chloe is sitting close to me on our side of the table and Lana has an empty chair next to her, but it doesn't seem to be bothering her. I can tell Chloe is getting flustered, so I slide my hand under the table and rub her leg. Chloe about jumps out of her chair and Lana notices.

"Is... everything okay over there Chloe?" She asks concernedly, cutting off from whatever it was she had been talking about. (Something about her car paint job?)

"Yeah, everything's great, just a... breeze." Chloe explains and then glances over to me and I give her a quick wink.

"Alright, back to what I was saying..." Lana continues, but I tune her out and start messing with Chloe some more.

Chloe and I both keep our eyes on Lana, but I don't think either of us are paying any attention. I start to move my hand to her upper thigh and Chloe stops moving all together. She slowly slides her hand over to my mine and... Oh god. I have to stop her, before I get a situation on my hands right here in the restaurant. I take the hand that's on my thigh off Chloe's and flip it over and start tracing all the lines on her hand. Chloe's breathe hitches and I can of course hear it, So now I have one hand on her upper thigh and the other hand tracing her hand.

"Don't you agree Clark?... Clark?" Lana presses.

"Huh? Sorry, what was the question?"

"Don't you think that meteor freaks should be perhaps tagged, or... Something?" Lana asks in complete seriousness.

"I really don't think..." I start, but Chloe jumps in.

"On that nescient remark I have to use the restroom and I will be right back." Chloe stands to leave the table and heads towards the washroom.

'"What does she mean? I never will get Chloe Sullivan." Lana says and then to my surprise stands up and moves to Chloe's chair.

"Lana what are you doing?" I ask, confused.

"Oh Clark, stop playing dumb. You know that you and I deserve to be together, I've always really liked you."

"Lana, I thought we went over this; I just think of you as a friend." I explain and then think on how the word 'friend' is pushing it these days.

"Don't be like that Clark, I know the only reason you're with Chloe is because you and I couldn't be together. You know, with me dating Jason, I know you would have felt guilty if we hooked up that day in the barn; but before I could break up with Jason, you got together with Chloe. I think you should cut ties with her, before she gets to caught up in it. Don't you think?" Lana pouts.

"What? Do you hear yourself right now? And does that mean you broke up with Jason?" I'm completely taken aback.

"Well of course I broke up with him, no-one's ever turned me down." Out of the blue Lana grabs me and starts to kiss me; that's when I hear Chloe's heartbeat. I try to push Lana off without physically hurting her and when I look over towards Chloe, she's running from the restaurant. "Better off... her finding out." Lana shakes her head sympathetically.

"You're ridiculous Lana! Don't talk to me." I jump from my seat to try and catch up with Chloe.

I run outside and see her jumping into a cab.

"CHLOE, WAIT!" I yell, but Chloe doesn't even glance back as she closes the door behind her.

Chloe POV – Chloe's House

I can't believe I just saw Clark and Lana kissing; It's gut wrenching. I always knew I wasn't good enough for him, but to see Lana kissing him... I know it's over. Lana's the perfect girl and boys only seem to have eyes for her. I'm ham compared to steak.

When I get back to my house I run inside and lock the door, running straight to my room. I flop into my bed and pull the covers over my head, crying uncontrollably. I never thought Clark would hurt me, but this...

All of sudden I feel my covers being pulled back and I whip around to see Clark standing over me.

"Chloe, don't cry." He frowns, sitting down on the edge of bed and trying to pull me into a hug.

"NO! Don't touch me Clark! How could you do this to me?" I ask, near hysterics.

"Chloe, I swear I didn't know she was going to kiss me. I pushed her away." He tries to explain.

"Yeah; when you saw me standing there. Why not just tell me?" I ask bitterly, flipping back over in my bed.

"There's nothing to tell you." He states. "Chloe, look at me." I slowly turn and look back at him. "I promise you, there is nothing going on between Lana and I. She just went crazy and grabbed me; I would not do anything to hurt you."

I know Clark's telling the truth, but it's hard to believe anyone would turn Lana away. "I believe you Clark, she's just... so beautiful, and I have a hard time believing you would rather be here with me than with her right now." I speak truthfully. "She's always been the girl next door for you and now she's giving you the opportunity to be with her. How can I compete with that?"

"There's no competition." He smiles.

"Yeah, I'm aware of that."

"No, Chloe; there is no competition because I love you. Lana's just... someone I use to like, but then I realized; you're who I really want to be with. I only want to be with you. You're so amazing Chloe, and you are beautiful; more than you will ever know. You mean the world to me." Clark confesses.

"Did you just say that you love me?" I ask numbly, dumbfounded.

"Yes; I do love you Chloe. I think I have loved you ever since I ran you over freshmen year and you bounced right back." He professes.

"Clark... I love you too." I guess I'd always known it and that's why I took Lana kissing him so hard. Declaring our love for one another has filled something inside of me that's been hollow up until now.

I can't take it any longer; I move over on my bed and pull Clark down with me. Clark lies next to me on the bed and I start to kiss him, I run my hands through his hair and he rubs the tears away from my face. I push Clark back unto my bed and straddle him at the waist; We've made out so many times, but this is new territory. I take off his tie and start to undo his shirt, getting him shirtless. I can feel how excited he is through his dress pants. I run my hands down his perfect chest and stomach, gulping as he shivers at my touch. He rolls us, leaving me staring up at him.

"Chloe, I'm enjoying this more than you know." He grins saucily.

"I think I have a vague idea." I playfully buck against him, pulling his mouth back to mine.

"Look, Chloe... I would love to do this with you, but I worry about what might happen. I've never had sex before and I don't know how to do this without hurting you." Clark explains, looking away.

"Oh..." I grasp what he's trying to tell me.

"Not that we can't ever have sex, it's just that I would like to practice some before we jump right into it." He rushes, obviously worried I'll get the wrong idea.

"I understand Clark." I smile and lean forward to give him a kiss.

Clark rolls onto his side and stares at me. "I am one lucky guy, to have a girlfriend that's willing to wait for me." He says with a chuckle.

"I'd say that I'm a pretty lucky gal,;to have a boyfriend that will put his needs on hold so he doesn't hurt me." I quip back.

We sit in silence for a moment, and then... "So Chloe, have you ever had sex before?" Clark asks bluntly.

Oh my god, I can't believe Clark just asked me that. I won't lie to him. "Yes Clark, I have. It wasn't anything special; I did it just to get it over with and now I wish I'd waited." I answer truthfully.

Clark looks stunned for a minute, then speaks. "Wow... I mean, I know you had a life before me, I'm just a little... surprised. Who was it? Do I know him?"

"Please don't be mad, Clark. No, you don't know him; It was a guy I was working with this past summer at The Daily Planet, I thought he was a nice enough guy and we flirted a little bit here and there. Then one night it just happened. I wish I could take it back, because after we had sex it was weird between us and he acted like it didn't even mean anything, Maybe to him it didn't mean anything, but at the time I thought we had something. I know now that we didn't have anything and I was just another notch on his bed post."

Clark lays there for a moment looking at the ceiling. Then turns back to me. "Thank you for telling me the truth; now I want to see what this guy looks like."

"Are you jealous over this?" I ask, disbelieving. (Though also a little flattered.)

"How can I not be? This guy sleeps with my girl first and treats her like nothing even happened. I want to know what he looks like too, so I can see if I have competition."

"Trust me Clark, there's no competition, thanks for defending me though." I smile to myself. Clark being jealous is so hot. I go back to kissing him; it takes him a couple seconds, but not long and he can't resist. "So, about this practice?"