Sorry for the delay. Mainly just fluff and smut in this chapter. The next one will have a bit more plot.

Martha had felt nervous all day at the thought of going on an actual date with Lionel Luthor, the butterflies in her stomach growing more and more intense as the afternoon turned into the evening. She was aware that he had insisted, firmly, that this was no date, and she had accepted that, but as it drew closer she had begun to wonder how it could possibly be classed as anything else? Going to the ballet, followed by dinner and then back to his apartment sounded like a date, what other way could it really be spun?

Martha shook her head as she gathered the last of the files, it wasn't a date because they didn't care for one another in that way. There was an attraction between them, she could admit that to herself, and they enjoyed each others company, but there would be nothing more.

She turned as she heard the now familiar creek of Lionel's large office door, his stride confident as he walked towards her. "On track?" He asked, his tone business like, verging on brusque.

"Of course."

"Good." He looked at his watch. "We'll need to leave soon. I've arranged for the car to brought around."

"Should that not be my job?" Martha teased.

His lips curved into a grin at that. "It probably should be," he replied smoothly. "But I suppose on this occasion I can let it slip."

"Very generous."

"Just don't go spreading that belief around, you'll kill my reputation."

Martha rolled her eyes. "God forbid."

Lionel chuckled, "I can't have people assuming that I'm easy to manipulate."

"Generosity isn't a weakness."

"I'm afraid that I don't have the luxury of holding that belief." His fingertips grazed her wrist as he smoothly changed the subject. "We really should go, we have to get ready."

Martha decided to let the subject drop for just now, instead asking, "So what time should I meet you at the ballet?"

Lionel's eyebrow quirked. "Meet me? You're coming with me."

"Oh, you're picking me up from the hotel?" She queried innocently as she filed the last of the paperwork on her desk.

A momentary look of suprise graced his features before a wicked grin of amusement spread across his face. "I believe we had agreed that you were going to stay at my apartment."

Martha straightened as she met Lionel's gaze. "We did, but I assumed that I would make my own way there."

He gave a short, dry chuckle, "I might be a tyrant, but even I wouldn't make you travel across the city by yourself."

"But surely we are less likely to be caught out that way."

"We won't be caught out," Lionel assured her confidently as his hand pressed against her lower back, the fingers of his other hand brushing against her cheek.

"How can you be so sure?" She asked. "You can't control this."

His mouth brushed hers, and he smiled at the way she shivered against him, her fingers gripping at his arms, pulling him closer. He drew back slightly as he told her, "I make sure that people only know what I want them to about my life."

Martha knew that she should argue against such blind confidence, that if this was to slip out then it would be her who would suffer most for it, and yet she found that she didn't want to. When Lionel touched her, when his lips brushed her forehead, his hands spanning her hips, she found that she didn't care about the risks. Later she might, but for now she was happy to ignore it. She pressed into him as she murmured, "But my clothes will be at the hotel."

Lionel shook his head. "I had Seth take your bag to the apartment."

She did draw back at that. "So...Seth knows," she replied haltingly.

"He is a trusted member of my staff, it will go no further."

Martha bit down on her bottom lip. "It's not that," she admitted. "It's just...I work for you, he knows that and now..."

"I'm sure it won't colour his view of you," Lionel replied calmly. He kissed her now furrowed brow. "It's under control, it will go no further." Lionel felt the tension in Martha's small frame. He was no fool, he was aware that Martha felt she had much to lose should this slip out, and he had no intention of letting that happen. He wanted his time with her, he wouldn't allow it to be curtailed by idle gossip. "The car will be downstairs."

Martha nodded distractedly, as she pulled out of his embrace. "Yes, I suppose we should get going."

He caught her hand. "Martha?" he breathed gently, "I promise you that I will ensure you're protected."

A small smile momentarily crossed her features, her voice soft, a note of teasing present, as she replied, "Whilst I appreciate the concern, I am capable of protecting myself. Although I'm sure many may question my decisions in this regard."

"I'm just too charming to be resisted," he chuckled.

"Although perhaps bordering on egotistical," she teased, as she let him lead her from the office, his laugh echoing in the adjoining hall.

Lionel paced his bedroom, whisky in hand, his bare feet sinking into the plush carpet as his mind whirled. In the background he could hear the rush of the shower and forced himself not to visualise the woman in it. He took a swig of his drink as he considered what he'd said earlier, about protecting her. Martha had brushed it off, which was a relief in many ways, but it didn't change his words. He had never uttered those words, other than Lillian he had never been overly concerned with the women he'd been involved with, until Martha Kent.

Finishing his whisky in one large mouthful, Lionel savoured the burn at the back of his throat, he was slipping he thought distractedly, he was starting to care about her. There was little use in denying it, he found her witty and interesting, he wanted her almost constantly and caught himself thinking of ways he could make her smile. He had told himself that it was simply lust, that once that initial excitement faded then she would become much more ordinary to him, her allure would vanish; but now he wondered if perhaps that wouldn't be the case. Lionel's lips thinned, drawing together tightly, he knew that any other woman he'd been with would have been overjoyed to have caught him in such a quandry, Martha wasn't one of them. She wasn't interested in securing herself a lifestyle of lavish trappings, which was one of her many attractions, but it left him in an unusual situation.

Lionel rubbed at his temples, he didn't want to think about this, not now. He wanted this to just be lust, it was simplier that way, he wanted to enjoy his time with her and then for them to both turn away, unscathed. It would be lust, he decided, it was as he'd planned it before, a brief affair that benefitted them both. He placed his glass down and turned his attention again to the sound of the shower, this time allowing himself to imagine her. His feet carried him to the door, without much in the way of thought from him and he found himself knocking - another first.

"Everything alright?" he heard her call.

"Fine," he answered almost brusquely. "May I come in?"

There was a brief beat of a pause, and then, "Of course."

Martha heard him step inside the shower-room and peered round the large, glass shower pane. "Sorry, am I taking too long?" she asked cheerily. "I've jsut finished rinsing my hair, so I'll only be two minutes."

"It wasn't that," he told her as he unbuttoned his shirt. "I thought I could join you, save on water."

"Because you're all about the enviroment?" She teased with a smirk.

"If it means I get to shower with you, then I can care."

"Oh well, if it's for the the greater good." She stepped back under the warm spray of water, a smile on her face as she heard the soft thud of his clothing hitting the floor. Staring resolutely at the wall, she rinsed the last of the conditioner out her hair. Her smile widened as she felt Lionel step into the shower behind her, his hands slipping down her sides until they landed on her waist at which point the turned her round and backed her against the wall, bracing one hand against the wall, he stroked at her hip-bone. Martha leaned forward into his embrace, kissing him and nipping at his bottom lip.

Letting out a quiet groan, Lionel pushed her firmly against the wall, kissing her fiercely before pulling back, then trailed his open mouth over her collar bone and getting to his knees, placed kisses to stomach and then lifting one leg, he placed it over his shoulder, fingers tracing circles on one inner thigh as his mouth nuzzled the other, moving slowly upward.

Martha arched her back off the cold tiles as his mouth finally moved to where she wanted it. Placing one hand against his head to keep him there, her other hand tried to grip for purchase against the steamed up glass, slipping helplessly. She moaned as his tongue moved faster, her hand flat against the glass, the other tightening in his hair, the water adding to the sensations coursing through her. She moved her hips in rhythm, muttered pleas falling from her lips. "Lionel…Oh God….Please." He moved faster, pushing her closer to the edge until the thin thread of her control snapped and she let out a harsh cry, all rational thought slipping from her mind.

Lionel moved his mouth back to her thigh, placing soft kisses to the skin, waiting for her to catch her breath again. When she did, she looked down at him and gave him a slow, lazy smile. "You look proud of yourself."

He placed a firmer kiss slightly higher up on her thigh and feeling her shudder slightly laughed against her skin before standing up and pressing her further back into the wall. Martha smiled and kissed him, tasting herself on his mouth. He broke the kiss and met her dazed gaze, and let his hand trail down her thighs he grasped the back of them and hiked her up, wrapping her legs around his waist, one hand staying under her thigh and the other steadying them against the wall. Keeping her hands on his shoulders, Martha lifted herself up slightly before sinking down onto him, the bulk of her weight against the wall.

He thrust hard and fast into her as she ground her hips against him, mouths locking together. As they came closer to the edge, Lionel slowed his rhythm, drawing the moment out, Martha's mouth tearing away from his as her head fell back against the wall. Hearing the guttural moans tearing from her throat, and the way she twisted in his grasp he knew she was just as close as he was and thrust up hard one more time, revelling in her hoarse yell as he let himself go.

The following moments passed slowly as they both came down from their high, Martha's legs slipping from his waist and landing shakily on the floor, Lionel's fingers running through the damp strands of her hair, his forehead pressing against hers, his voice gutteral as he told her, "I don't even care if that saved water or not."

She laughed, "Good, because it didn't save either water or time."

He shrugged. "So we'll be late."

Martha tilted her head as she looked up at him, teasing, "Now that doesn't sound like you."

Lionel felt that small tug of disconcertion again but chose to ignore it, he was in control he reminded himself, he was always in control.

As the limo pulled up in front of the theatre, Martha felt her stomach rumble, she realised that she hadn't eaten since lunch time and now she was absolutely starving. She glanced at her, slightly battered, watch, twenty five minutes until curtain up, which meant about two and a half hours until they ate. She heard her stomach give another small grumble, well she would just need to avoid alcohol until she'd eaten.

The car door opened with a click, and she slid out, smiling up at Seth. "Thank you."

He gave a small nod, his smile not quite reaching his eyes, "Mrs Kent."

"Martha," she corrected him unthinkingly.

His gaze met hers, his voice low but not unkind as he told her, "I think perhaps I should stick to Mrs Kent."

Her smile slipped momentarily, she knew his meaning, she was no longer just another one of Lionel Luthor's staff, she was something else. What that was, she was sure was unclear to him, because it was murky even to her, but the easy camaraderie between them had slipped away. "If that's what you're more comfortable with," she replied.

She stepped forward, biting down on the inside of her cheek, she couldn't blame him but that didn't make it sting any less. She couldn't help but let her mind drift to how others would treat her should this all come out. Her fingers flickered against the side of her dress as she looked up at the imposing exterior of Metropolis theatre, this was her old world, the one she had given up. It felt like a lifetime ago that she had left that behind her, admittedly her life had been one of privilege whilst Lionel's was one of extravagence. Martha glanced down at her plain, black dress and the red wrap she had drapped round her shoulders to brighten it up slightly and focussed on the array of dazzling outfits on the other women who were entering the building. She wasn't sure she fitted in this world anymore, but then she wasn't sure that she fitted in in Smallville without Johnathan either.

Suddenly she felt Lionel at her side, his hand momentarily brushing her lower back. "You look lost in thought," he remarked.

"I'm wondering if I'm a little under-dressed," she admitted after a moment.

Lionel scanned her, her dress was somewhat unremarkable, but it fitted her perfectly, sitting snugly against her curves, the black with the red contrasting her pale skin. She had pinned her hair up, a few tendrils resting against her cheek and he knew that she could hold her own with any of the other women here. "You look wonderful," he assured her.

"I'm sure you have to say that," Martha replied, although there was the hint of a smile on her face.

"When have I ever said something simply because I should?"

She laughed. "Now that is true, you're hardly known for false platitudes."

"Exactly. Now shall we head in?" He offered her his arm.

Martha was about to take it when she paused, the glimpse of something down the street catching her eye. "Um...actually, I have to be honest, I'm absolutely starving. Give me five minutes."

Lionel followed her gaze, his charming smile slipping ever so slightly as he took in the hot dog stand that had caught her attention. "I have booked dinner."

"I know, but I really don't think I can wait that long." She nudged his arm playfully, "You should be flattered, I need to refuel after your earlier attentions."

"Nice try, but I'd still rather avoid street food."

She gave a shrug and an almost gleeful smile. "I won't buy you one then."

He watched as she walked away and a frown crossed his features, he wasn't used to being ignored and yet she had dismissed him without a second thought. Letting out a grumbling mutter, he followed her down the busy sidewalk, keeping the bright flash of her red wrap in his vision. When he caught up with her, she was already ordering.

"Have you changed your mind?"

"No," he assured her firmly.

"Ok, I suppose I could be persuaded to let you have a bite of mine."

"Again, I'll pass."

"Your loss."

Lionel's nose wrinkled as she handed over her money, although he had to force back a smile at the sight of her taking the first bite, her eyes closing in bliss. "It can't be that good,"

"But it is," They moved away from the cart, ambling back to the theatre. Martha held it out, her eyes glinting in amusement as she asked, "Are you sure you don't want some?" She wiggled it in front of his face. "It's good."

"I prefer my food without a side of salmonella," he replied dryly.

"And here I thought you liked to live dangerously."

"Even I have my limits."

"Well, you're missing out."

Lionel gave a sigh and glanced at her in amusement. "Fine," he replied after a moment. "I'll allow you to persuade me."

Martha's eyes sparkled as she turned to him and held out the hot dog. "And I didn't even have to dare you."

Mumbling under his breath, Lionel took it from her and took a bite before handing it back. She watched him and once again he wondered why seeing hersmile had such an effect on him. He swallowed carefully and told her, "It wasn't the worst thing I've eaten."

"Such high praise." She finished it off and brushed the cheap paper napkin across her hands before throwing it into a nearby rubbish bin.

"Better?"

"Much. Now if I have something to drink at the ballet you won't need to carry me out."

"That was an option?" He asked, as she slid her arm through his, her hand resting on forearm.

"I'm sure you'll survive without it." Martha relaxed against Lionel's side. In moments like this, even on a busy street, when it was just the two of them she understood why she wanted to take this risk, she liked how he made her feel. She just had to be careful not to get herself in too deep, she reminded herself.

Martha laughed, slightly tipsy as they stumbled into Lionel's apartment later that evening. His arm shot out to steady her, pulling her into his embrace as he did so. "I had a wonderful night," she told him. "Thank you."

"The pleasure was all mine." His hand slid up her back, toying with the zip on her dress."Now, do you want me to help you out of this?"

She didn't reply, instead she turned in his embrace as her answer, letting him slide the zip down. She took another step forward and let the dress slip to a puddle at her feet. Her lips curved into a smile at the sound of his breath catching, she had worried about pleasing him, she had seen the string of women who were linked with him in the tabloids and she didn't match that body type at all, but she'd quickly found that she was surprisingly confident around him. Perhaps it was the knowledge that this was nothing but a fling, that really it didn't matter. That being said, she had pulled her one and only expensive lingerie set for the night, a red lacy number, rather than her usual black and white cotton.

Lionel stepped closer, his hands running up her hips and settling on her waist, his fingers brushing her soft skin as he kissed the back of her neck. "I want you," he told her, his voice gutteral.

"I want you too," she told him. She turned and took his hand, leading him towards his bedroom, pushing him onto the bed, stepping in-between his knees, her fingers deftly unbuttoning his shirt, pushing it off and over his shoulders, returning to trace her hands over his chest, fingers curling against his skin

As his hands slid over her waist and spanned her rib cage, Martha gave a shiver and a small moan. Her head falling back slightly as he unclipped her bra, pulling the flimsy material away from her, letting it fall carelessly to the floor.

His hands fastening around her waist, Lionel lowered himself onto his back and then rolled them so that he was on top of her, his hand sliding up to cup her breast, his thumb brushing slowly back and forth across the tightening nipple.

Breaking their kiss, he moved to fasten his mouth onto the neglected breast, tugging the taut bud into his mouth, suckling hard. Martha's back arched, her head falling backwards she gasped, her mouth falling open. "Lionel," she whispered.

She felt him smile against her skin, and her hands trailed to his waist, fingers deftly undoing his belt buckle, she somehow managed to manoeuvre his trousers off and onto the floor. As her fingers dipped teasingly underneath the band of his boxers, he pushed his hips into hers, his erection grinding against her centre, provoking a sharp gasp from her.

Lifting his weight up onto one arm, Lionel stared down at Martha, his fingers still toying with her nipple. His eyes darkened as he took in the way her hair flamed against the pillows, and admired the blush that was spreading across her body, along with the glistening glow of the tiny beads of sweat forming on her skin. Smiling, he let his hand trail lazily down her side and tugged the barely there scrap of lace she was still wearing off her hips.

He pressed a small kiss to her naval, before nuzzling the soft skin of her inner thighs, revelling in her mewl of delight. His hands grasping under her knees, he spread her legs further apart and pressed a hard closed mouth kiss to her clit, before pulling it into his mouth, laving it gently with his tongue. Moving one hand from her leg, he let his fingers dance along her opening, before pushing insistently inside her, scissoring his two fingers, stretching her, and then pressing forward until she gave a sharp moan.

Martha felt her toes curl into the bed sheets, her hands flying toLionel's head, holding him where he was as her hips began to undulate softly against his sinful mouth. She bit down on her lip. It was so good she wanted to scream. Her breath was coming in pants now, and she wasn't sure how much longer she could hold on for.

His fingers twisted again, his mouth becoming more insistent. Every gasp and groan made his need to push her to edge grow. Her grip in his hair tightened, and her legs wrapped around his head as she arched, a babbling stream of incoherent words falling from her mouth as her muscles clenched in a series of powerful spasms.

When the rush had finally past, Martha blinked her eyes open slowly, her glazed green eyes locking onto his almost predatory gaze. She licked her lips invitingly as he moved up the bed towards her, kicking off his boxers on the way.

She pulled him towards her, her legs locking around his waist, she bucked her hips into his, smiling against his skin when he groaned harshly. Moving slightly, he pushed his hips forward, sinking into her heated flesh with a ragged groan. "You feel so good," he told her.

Martha gave a moan in lieu of a reply, thrusting up against him as her teeth scrapped the skin of his shoulder.

They moved together slowly. His thrusts growing more forceful as he moved deeper within her, hands exploring sweat soaked skin. Their gasps of delight mingling and breaking through the silence of the room.

"Faster," Martha whispered, her moans growing louder as he picked up the pace of his thrusts. She searched for his hand with hers, her fingers entwining with his when she found it. They pressed their foreheads together, mouths open as they both struggled for breath.

Twisting his hips slightly, Lionel thrust hard, prompting a sharp scream from Martha as her muscles began to convulse. Groaning harshly, Lionel kissed her hard and pressed deep inside her as his own release washed over him, the resulting spasms wracking his body.

As they came down from their combined high, the kiss grew more languid, and they stayed locked together, their hips still rocking slowly together. Pushing a damp strand of hair off her forehead, Lionel stared into her dazzling blue eyes. He saw her smile, and felt her hand caress the side of his face. She curled into his side, her eyes closing. "I think you might have tired me out," she told him.

"Well, I aim to please."

She gave a quiet chuckle that turned into a small moan as he slipped from her. She could hear his heart still hammering in his chest, felt it begin to slow and even out, and she was lulled into sleep while still in his arms.

Lionel pressed a kiss to Martha's forehead and closed his own eyes, chosing to ignore the growing disquiet in his mind to follow her into sleep.