Title: Surprise, Surprise.

Author: Lucy Mars

Disclaimer: My lawyers have informed me that despite what the voices in my head tell me, these characters don't belong to me. Damn.

**Special thanks to my betas: Mitchpell, Meagan, Fi and Peggy for helping me through this chapter….which really, was so hard to write. I couldn't have done it without them. **

Chapter #12: Last Hurdle.

           Nursing her lukewarm coffee with one hand, Chloe absently played with a crystal paperweight that Lex kept on his desk with the other. Her hip pushed up against Lex's desk, Chloe savored the sweet silence of the beautiful fall day. The afternoon sunlight filtered through the massive windows behind her and bathed the room with light. Sweeping out the shadows, and filling the quiet room with a tranquil hum of energy.

           Sweet sun kisses drifted over her arm and skimmed the nape of her neck as Chloe idly rolled the crystal cube onto one of its side. The gentle light easily slipped past the gem's rough exteriors to find a maze of walls and barriers constructed over a lifetime of pressure and resistance. With an ease that came with knowledge, the soft rays trickled through the rocks defenses and warmed the frozen core. Ice broke willingly and shattered to free the illumination hiding within the previously oppressed crystal. A myriad of colors to spilt onto Chloe's hand and danced for her as she played with the glittering jewel.

It was all so beautiful and simple that it made her smile.

It was all so familiar and not that it made her heart flutter.

It was her and Lex.

***

           Silently standing in the shadows cast by his sullen halls, Lex was transfixed as he watched Chloe merely stand by his desk and play with his paperweight. The simple act of rolling the crystal onto its side somehow became magical when Chloe did it.

           It was nothing short of a miracle to Lex that Chloe was standing in his office. He was still amazed some mornings to awaken to the site of her body lying peacefully next to his. Lex was still caught off guard some days when the realization that she was in his house, in his life and in his heart hit him. Chloe's presence was something that he would never take for granted.

Lex felt his breath catch as the softest of smiles fluttered onto her rosy lips when the soft morning rays drifted through the sparkling gem and became a rainbow of colors against her alabaster skin.

           Skin, that he wouldn't mind admitting that he had grown addicted too. An addiction that applied to its mistress too.

           The cleansing sun immersed his office with a golden sheen and bathed Chloe under a brilliant array of sunlight. Specks of gold danced over her swaying hair and seeped into her eyes. Making them spring to life and shimmer. Making his heart constrict with a feeling Lex hasn't felt in a long time. Making Lex wonder why the gods were smiling on him today. Making Lex wonder how he lucked out and got Chloe Sullivan to become part of his life.

           "Are you going to stand there all day?"

Stepping out of the shadows and into the purifying shine when Chloe beckoned him towards her with her smile, Lex didn't take his eyes off of her as he crossed the room. Carelessly throwing his files down onto his desk, Lex took in the simple delight of being near his twinkling sprite

"What?" Chloe asked, catching Lex staring at her more than usual.

           Shaking his head, Lex gently traced the soft contours of Chloe's face with a loving hand. "Nothing,"

           Abandoning the cool crystal in favor of Lex, Chloe quietly tangled their fingers and leaned into him. "All right,"

His lips forming a soft smile, Lex held Chloe close and kissed the top of her head tenderly. Her soft scent assaulted his senses and made him tremble with emotion. It was amazing how something so simple could trigger such a reaction out of him. His eyes closing on their own accord, Lex felt Chloe's tender light seep into him and motion for him to come closer. In her arms, Lex felt a not so foreign warmth spread through him. Smiling into her hair, Lex couldn't help but wonder if a rainbow of colors were coming out of him.

           And that was how Clark found them, holding onto each other and oblivious to the rest of the world. They had each other, and for that one moment, that was all that mattered. His step faltering, Clark stood awkwardly watching his two friends. Both were from his past, and now both were back in his life under different circumstances.

But as different as they were, they both walked into his life with the same bravo and determination.

           Despite their differences though, Clark couldn't deny how similar the pair were.

In retrospect, Clark hadn't had much of a choice with either of them. Chloe never took no for an answer when she wanted something, and Lex didn't strike Clark as the type of person who ever heard no. He had never stood a chance when the two of them decided they wanted him to be his friend.

Gripping the wooden crate with more force than necessary, Clark had no choice to acknowledge what he'd been trying to avoid since he saw Chloe curled up on Lex's chair that fateful morning.

The friend he knew well now, but never really understood, and the friend he once knew like the back of his hand, but didn't understand at all anymore, were in love with each other.

Though they hadn't seen it immediately, Clark had. How couldn't he? The looks they shared, the smiles meant for only one another and the energy that hummed instinctively between them was impossible to ignore. Clark knew that for a fact, because no matter what he did, he couldn't stop seeing it. All his powers combined couldn't make him as oblivious to their love, as they were to him.

Suddenly overcome with the realization that he was intruding on a private moment, Clark left as quickly as he had arrived, filled with an overwhelming desire to run as fast and far as possible.

           Maybe then, he would finally be able to escape the ring of happiness that surrounded his two friends.

***

"It's a beautiful picture," Chloe whispered, longing to reach out and trace the lines and shadows with tender fingers.

           "It is," Lex agreed, spending more time observing Chloe than the painting before them.

           "You weren't even looking at it," Chloe chided, pulling Lex along through the museum with her.

           "I saw it," Lex lied.

           Making a disbelieving 'uh huh' sound, Chloe went back to admiring the paintings that lined the Metropolis National Art Gallery. She was so engrossed by the colors, the expressions and the stories behind every stroke that she didn't even notice Lex watching her with a small smile on his face.

           Lex had known from the moment he had walked up the stone steps leading to the museum with Chloe jubilantly soaking up everything that coming here today had been a good idea. As much as Chloe loved reading and staying in the manor, one person could only have nothing to do for so long. She wasn't June Clever, and Lex didn't expect Chloe to happily stay home while he went to work. Getting out was the first step to helping Chloe find her passion again. He had a plan and back up plans all mapped out. The museum was just a random stop. Lex never expected it to be this easy.

           "Do you like this one?" Chloe asked, admiring a simply striking black and white photograph.

"I love it," Lex answered sincerely.

Titling her head up to give Lex a dazzling smile, Chloe turned back to appreciating the photographs that filled the elegantly empty room. It had only been a brief moment, but Lex had seen the flicker of anticipation and exhilaration in her eyes.

***

           "For you,"

Looking up from her book, Chloe was surprised to see Lex standing before her with a Cheshire smile on his face. "What are you doing here?"

           Smirking, Lex sat down next to Chloe. "In case you've forgotten, I live here."

           "Shouldn't you be at work? It's 2 o'clock in the afternoon," Chloe frowned, looking down at her watch.

           "I'm glad that you can tell time, Chloe."

           "Lex…"

           "Do you want your present, or not?"

           Her eyes lighting up, Chloe finally noticed the elaborately wrapped box that Lex was holding out to her. "For me?"

           His face lighting up along side hers, Lex nodded. "For you,"

           "What's the occasion?" Chloe asked, delicately untying the large bow.

           "I need an occasion to buy you something?" Lex asked with mock indignation.

           "No," Chloe conceded, blushing under Lex's even gaze. Pulling off the lid to reveal a mountain of tissue paper, Chloe gave Lex a baffled look before pulling it back to reveal a framed photograph. The same photograph that she'd seen in the museum that she and Lex had visited last week. "Oh Lex,"

           "I'm assuming from the smile on your face, that you like it?"

           Throwing her arms around Lex, Chloe whispered fervently against his cheek, "I love it. Thank you."

           "If you dig deeper through that mountain of tissue paper, you'll find another box."        

           "Another box?" Chloe asked, pulling back to smile at Lex like a child on Christmas morning.

Sitting back, Lex patiently waited as Chloe threw tissue paper behind her carelessly and laughed merrily as it drifted back down towards her like pieces of the sky. Digging out the rather heavy box, Chloe tore the paper away to reveal a sleek and obviously professional camera. "What's this?" Chloe asked confused by her gift and the smug smirk Lex was sporting.

"It's a camera. See here? You slip film, which I've already provided, into this slot, look into this little viewing lens to …"

"Lex," Chloe laughed, hitting his arm lightly, "I know how to use a camera."

           "I'm glad."

           "What I meant was: Why did you get me a camera?"

           "So that you can take pictures,"

           "Lex," Chloe sighed, getting annoyed now.

           "If I recall correctly," Lex stated seriously, "you never went anywhere without your camera when you were in Smallville."

           "Yeah," Chloe shrugged, not disputing what Lex was saying.

           "And, you seemed very taken by the photos we saw at the museum last week."

           "I was,"

           "So," Lex grinned, "I thought that you would like to take some pictures, seeing how you've got all this free time."

           "Lex," Chloe frowned, narrowing her eyes at him, "Is this another one of your attempts to help me try to find another 'dream?'"

           "No," Lex lied, "This is an attempt to help you find something fun to do."

           "Fun," Chloe murmured, rolling the camera between her hands. Her mind filling with all the possibilities and people and places she could photograph, Chloe finally gave Lex a dazzling smile. "Thank you," she whispered against his lips.

           "My pleasure," Lex replied, covering her lips with his own.

***

"You decided to come out and join the locals I see."

            "Lana. Coffee. Black. Big."

           Slightly taken back, Lana shook her head with amusement. "Nice use of your verbs there, Chloe."

           "Lana," Chloe begged, dragging her weary body into the Talon and depositing herself down with a satisfying thump, "Please."

           Raising an amused eyebrow, Lana was surprised to see Chloe resort to begging so quickly. "You must really be dying for some coffee if you're going to say 'please.'"

           "Coffee," Chloe whimpered grabbing a fistful of Lana's apron, "Coffee."

           "Going," Lana smirked pushing Chloe's hands away. Looking up as she left to get Chloe's order, Lana spotted Lex easily as he entered the Talon with the same smirk that she was wearing.

           Catching Lex's eyes, Lana titled her head towards where Chloe was sitting and watched with utter amusement and amazement, and a little jealousy, as Lex's eyes lit up with adoration and maybe even a little bit of love. Okay, a whole lot of love.

           Finding Chloe easily in the Saturday morning crowd, Lex chuckled softly at the image she made.

           Her legs were stretched out hazardously, her arms were hanging over the side of her chair and her head was nestled comfortably on the plush chair. Lex had never seen anything more adorable.

           "I can't believe we had no coffee in that kitchen."

           Or deadly.

           Taking a seat beside Chloe, Lex grinned at her closed eyes and exhausted stance. "Seeing how you consume it faster than I can buy it, I believe it."

           Cracking her bleary eyes open, Chloe raised a cheeky eyebrow. "Me, huh?"

           "You,"

           "Weren't you the one who found a new use for out favorite stimulating substance?" Chloe asked, watching as Lex had the grace to blush.

           "Guys," Lana reprimanded playfully, armed with two steaming mugs of coffee, "There are minors around. Keep the conversation PG-13 please. At least have the decency to save the juicy stuff for when I'm on my break, Chloe."

           Laughing, Chloe eagerly took her scolding hot coffee and savored the rich texture.

"Good?" Lana inquired, amused by the picture Chloe made while drinking her coffee.

Looking at Lana over the steam rising from her mug, Chloe told her seriously, "There are no words to describe how wonderful you are."

Laughing, Lana handed Lex his coffee. "I try,"

           "Mmmm…" Chloe sighed delighted by the warm buzz spreading through her body, "This is amazing."

           "As good as Lex?" Lana asked, smiled evilly as both Chloe and Lex chocked on their coffee. "I meant Lex's coffee, Chloe. Dirty, dirty minds you two have."

Lana laughed as the two customers glared at her. "You guys are too easy."

           "She's secretly evil," Chloe declared as Lana left to serve other customers, "The niceness is just a façade."

           "I agree."

           "Isn't it great?" Chloe asked nestling herself against Lex.

"Wonderful," Lex deadpanned, wrapping an arm around Chloe.

           Savoring the blissfully bitter drink, Chloe leaned into Lex and waited for the hum of energy to spread through her and bring her to life. Inhaling the intoxicating aroma that assaulted her senses (Lex, not the coffee) and sighing with contentment, Chloe was having a good morning. Scrap that. She was having a great morning. It could only get better from here.

           "What are you grinning for?" Lex asked, looking down at Chloe's smug face.

           "Can't a girl just be happy?" Chloe asked titling her head up to smile at Lex.

           Kissing her forehead affectionately, Lex felt his heart skip a beat at the love she radiated through her smile. "You're not just any girl."

           "I'm glad you noticed," Chloe teased, letting her hand rest comfortably on Lex's thigh. Comfortable for her; invigorating for him.

           "I notice everything," Lex whispered, his lips barely grazing over the shell of her ear. He knew how much she loved that.

           "Yeah?"

           "Yeah," Lex murmured, kissing the small space beneath her ear, "I noticed the tiny mole on your right shoulder. I discovered the birthmark on your hip. I know that there are exactly 23 freckles on your chest…"

           "Observant fellow," Chloe giggled, feeling Lex bite her ear teasingly.

           "I am."

           "Then you should notice," Chloe whispered seductively, titling her head up to kiss his jaw and blaze a trail up to his ear, "that I'm out of coffee."

           Pulling back, Lex found Chloe grinning infectiously at him as she held out her empty mug. "Sullivan, you're a tease."

           "It's not my fault you can't get enough of me." Chloe laughed, giving Lex a light shove off of the couch.

           Rolling his eyes, Lex grudgingly got up and headed towards the counter to get more coffee for the two of them.

           "Thank you," Chloe called after her favorite bald tycoon.

***

           "More coffee?" Lana asked already armed with a pot of coffee, having caught site of Lex sauntering towards her with two empty mugs earlier.

           "More coffee," Lex grinned, setting the mugs down.

           Slowly pouring more coffee into the two mugs, Lana smiled softly at Lex. "You look happy."

           "I am."

           "You guys look cute together."

           "I'm cute?" Lex smirked.

           "I said the two of you together," Lana laughed, "Not you specifically."

           Rolling his eyes, Lex let Lana place his mugs onto a tray and lead him back to where Chloe was sitting.

***

"You're here early." Pete chuckled, from behind the couch Chloe was currently sprawled across.

           Arching her neck up and over the back of the couch, Chloe smiled warmly at an upside down Pete and Clark. "Hey you two,"

           "You're in a good mood this morning," Pete commented, pushing a reluctant Clark into the seats across from Chloe.

           "Just had my first cup of coffee," Chloe explained.

           "Ah, the initial buzz." Pete grinned, taking a seat beside Clark, "Got it."

           Laughing, Chloe turned her attention to an obviously uncomfortable Clark. "So where have you been, Clark? I feel like I haven't seen you in ages. I know Lex hasn't."

           Blanching at Chloe's question, Clark nervously glanced at Pete before setting his eyes back on Chloe.

           "Are you okay, Clark? You look kind of pale there." Pete chuckled, enjoying watching Clark squirm in his seat.

           Giving Pete an annoyed glare, Clark avoided looking at Chloe when he answered her. "I've been busy."

           "Could you be anymore vague?" Chloe chuckled.

            "Who's being vague?" Lex asked, returning with coffee and Lana. It was amusing how quickly both Chloe's and Clark's faces lit up, for different reasons of course.

            "I'll give you three guesses," Chloe grinned taking her coffee from Lex once he'd settled himself back down besides her.

           Smiling at Clark over the rim of his mug, Lex watched as conflicted emotions ran over the boys face. "How have you been, Clark?"

           "Good," Clark lied, feeling Lex's eyes bore into him.

           "What can I get for you two?" Lana asked, before Lex or Chloe had a chance to call Clark up on his lie.

           Giving Lana a grateful look, Clark ordered his customary coffee while Pete opted for a more elaborate cappuccino.

           "Cappuccino?" Chloe asked, raising an amused eyebrow, "Since when do you drink anything but coke?"

           "You're not the only one who grew up and changed," Pete beamed proudly.

           Laughing, Chloe smiled brightly at Pete. Her smile however, managed to climb a couple notches when a familiar voice rang through the buzzing coffee shop.

           "Now, will someone please tell me what's so bloody great about this place?"

           Her eyes lighting up immediately, Chloe looked up at Lex with astonishment. "He didn't."

           "It seems," Lex smiled craning his neck to look at the entrance of his coffee house, where the tall Englishman stood, "he did."

           "Get your pert arse over here already," Louis commanded playfully, "and give me a hug."

           "I hope he means you," Lex chuckled taking Chloe's coffee from her.

           Letting out an excited squeal, Chloe jumped up from her seat and made her way over to Louis in no time. Throwing her arms around his neck, she kissed his face ecstatically.

           "Well, I've missed you too love." Louis laughed, hugging Chloe closely. He'd missed his little bird.

           "I can't believe you're actually here." Chloe whispered, holding onto Louis as tightly as he was holding onto her. "I've missed you so much."

           "Who wouldn't?" Louis smirked, kissing Chloe's forehead affectionately.

           Rolling her eyes, Chloe pulled back to get a good look at her favorite wanker. "You looked tired."

           "And you look radiant." Louis proclaimed, looking Chloe over, "Now where's your other half?"

           "My coffee is over there," Chloe answered, knowing full well that wasn't what Louis meant.

           "Other half," Louis grinned, leading Chloe back over to where Lex was, "Not your life source."

           "Louis," Lex greeted, shaking his hand firmly.

           "Lex," Louis sighed dramatically, "Offer me a drink already. It's a long drive out to the middle of nowhere."

           Laughing quietly, Lex turned to Lana. "He'll have a shot of espresso."

           "Tiny," Louis said looking Lana over, not crudely yet not subtlety, "yet potent."

           Hitting his stomach, Chloe told Lana with dancing eyes, "Don't worry, he doesn't bite."

           "Not unless you want me too, love." Louis replied, taking Lana's hand and placing a soft kiss on her knuckles. The glare he was receiving from a tall boy didn't go unnoticed.

Waiting a beat, Lana couldn't help but laugh and give Louis a demure smile. "I'll keep that in mind,"

           Releasing Lana's hand, Louis told her mischievously, "You do that."

            "I'll go get your order," Lana smiled, brushing her way past Clark and Pete, "Can I get you guys anything else?"

           "No," Clark said shaking his head and frowning at Louis, "I'm okay."

           Giving Clark an amused glance, Louis nudged Chloe playfully. "Pixie, love, have you managed to acquire another Papa bear? Replaced me, have you?"

           "Never," Chloe exclaimed, resting her head on Louis's chest.

           "Pixie?" Clark asked, having a hard time keeping his voice even at the site of the intimate pose that Chloe and Louis were locked in. Clark expected to see Lex glowering at Louis as much as he was, but he was shocked to see Lex actually smiling at the two.

           "It's a nickname," Lex explained, when neither Louis nor Chloe offered clarification.

           "Do I want to know?" Clark asked, never taking his eyes off of Louis's permanent smirk.

"Probably not," Chloe laughed, giving Lex a bright smile. She was right. The day could only get better.

***

           "How long are you staying?"

           "How long will you have me?"

           Feeling the two pairs of eyes boring into him, Lex didn't even bother to look up from his paper when he gave his reply, "I have no power whatsoever. Why do you bother even looking towards me?"

           Laughing, a deep invigorating sound, Louis leaned over and patted Chloe's cheek affectionately. "You run the show, love?"

           Biting her bottom lip, Chloe smiled impishly at Louis as she leaned back into Lex.        

           "Do you even have to ask?" Lex smirked, absently stroking Chloe's arm as he scanned the stock prices.

            "You seen completely at ease with letting her run the show," Louis observed, sipping his espresso. "Who the hell are you, and what have you done with Lex Luthor?"

           Finally tearing his eyes away from his newspaper, Lex glanced at Chloe's beaming face before replying to Louis. "Have you seen the mood she gets into when she doesn't          get her way?"

           "Yes," both Louis and Pete snorted at once.

           "Hey!" Chloe protested.

           Smirking at Chloe's indignation, Lex told his companions with mock seriousness, "Then you understand why I have no control. It is to protect myself."

           "You are so sleeping on the couch tonight, mister." Chloe threatened, poking Lex's chest for emphasis.

           "Empty threat," Lex shot back.

           Raising an amused eyebrow, Chloe crossed her arms. "You think so?"

           "I know so." Lex smirked.

           "It's good to see that nothing's changed." Louis grinned, watching Lex and Chloe as they forgot about everyone else around them and bantered.

           "How do you know Lex?" Pete asked, his curiosity getting the better of him.

           Laughing, Louis finished off the rest of his espresso. "His father took over my father's pharmaceutical company."

           "It was his publishing company," Lex corrected.

           "I always get those two mixed up," Louis grinned, with a careless wave of his hand.

           "And you're friends with him?" Pete asked incredulously, his own hate for Lex present but mildly toned down for Chloe's sake.

           "Louis doesn't have friends," Chloe teased, echoing Louis's words.

           Leaning back in his seat, Louis shared a small smile with Lex. "I don't know, love, I just may have made an acceptation for you."

           "I'm honored,"

           "As you should be,"

           "What about Chloe?" Clark asked finally speaking up, "How do you know her?"

           Carefully taking in Clark's tense body language, Louis suppressed his knowing smile. Jealously did strange things to men and even funnier things to boys.

           "Yeah," Pete said perking up, "How do you know Chloe?"

           "Our pixie here," Louis grinned, sitting forward and nudging Chloe's knee with his hand, "was impossible to miss. She was a glittering fairy that you couldn't ignore. She didn't let you."

           Frowning, Clark shook his head stubbornly. "You never answered my question."

           "Details are a funny thing. I find that they often become blurred when Jack's involved."

           "Jack?" Clark asked his frustration mounting as Lex, Chloe, Louis and even Pete shared secret smiles.

           "A dear, dear friend of Louis's," Chloe explained when Clark's face hardened with anger and embarrassment.

           "One thing I remember and know for sure," Louis laughed winking at Chloe, "is that Chloe often gets what she wants. If she sets on her sights on you, don't bother protesting."

            "I think I'm familiar with that," Lex smirked, earning a good natured smack in the stomach from Chloe.

           Shifting uncomfortably in his seat as he watched Chloe and Lex fight playfully, and Louis and Pete trade embarrassing Chloe stories, Clark couldn't help but feel his stomach turn as Louis's words echoed in his throbbing head. Chloe usually did get what she wanted. And once upon a time, he was what she wanted. Not Lex Luthor.

***

"Lex," Lionel called out, sweeping into the room like an avenging black angel, "Enough is enough."

           "Hell hath no fury," Chloe sighed, glancing up at her offensive and sudden visitor, "like a Luthor scorned."

           With a wry twist of her lips, Chloe smirked up at Lionel's surprised _expression. It didn't take him more than a mere millisecond to school his _expression, but she'd seen the brief flicker of surprise in his eyes.

           His eyes sweeping over the blonde woman looking quite at home in his son's office, Lionel narrowed his eyes. "And you are?"

           Leaning back in Lex's chair, Chloe crossed her arms with a flair of indifference towards the elder Luthor. If he was expecting her to get up and curtsey, he was in for a big surprise. "Not at all intimidated by the way you're currently glaring at me." Chloe answered easily.

           "You should be," Lionel warned simply, as he studied Chloe's annoyed expression, "Great men have withered to nothing under my glare."

           "I'll have to take your word for it," Chloe said flatly as she closed her book. It was official, she wasn't going to be getting any reading done tonight.

           "She is neither brazen nor coy with me. She doesn't gawk with awe at my presence," Lionel observed out loud as he looked Chloe over without any hesitation or reservation,

           "Nor does she seem at all unsettled. Could it be? Has my son's taste in women improved since I've last seen him?"

           Raising an amused eyebrow, Chloe gave Lionel an incredulous look. Was that supposed to be a compliment? "Seeing how you are nothing more than a mere mortal, like myself, I see no reason to gawk."

           "And she wounds my ego," Lionel smirked slowly advancing on Chloe with a predatory gleam in his eye that she recognized.

           Ah…eww? Hello, man old enough to be her father. Mysterious charm and gigantic net worth taken into consideration and still, denied.

           "I'll wound it some more," Chloe said raising her eyes to stop Lionel in his tracks, "if you don't keep your distance."

           Lionel recognized immediately, that his son's taste in woman had improved; greatly at that.

           This one was beautiful, feisty and sharp. Now all Lionel needed to know was how much she was worth. Enough to be worthy of the Luthor name? Or enough for a quick roll in the hay?

           "Is she afraid?" Lionel challenged looking Chloe over again as she rose.

           "For you," Chloe quipped striding past Lionel and out of Lex's office.

           "Fear," Lionel called after her, "Interesting aphrodisiac."

           Her laughter assaulting his ears, Lionel felt her take another swipe at his ego. This wasn't the inviting playful laughter the Great Lionel Luthor was used to having women throw at him seductively. Her laughter was full of hilarity and disbelief. For the first time in his life, Lionel Luthor had been denied what he wanted. Why did that make him so proud of his son?

"Stay there," Chloe called over her shoulder, "I'll get Lex."

***

           "She seems happy."

           Looking up from the elaborate chessboard that sat between him and Louis, Lex easily took his knight. "She does,"

           "I mean happier than I've ever seen her before," Louis said frowning down at the board. Why the hell did Lex have to be so bloody good at chess?

           "It's the country air," Lex answered dryly.

           "Or the water,"

           Chuckling, Lex took a slow sip of his scotch. He'd heard about Louis's plan to bottle the water in Smallville and sell it to concerned parents. "Or the water,"

           "Or," Louis said knocking Lex's pawn off of the board with a satisfying clink, "it's you that's making her happy."

           Sputtering momentarily on 30-year-old scotch, Lex met Louis's smirking eyes.

           "Your move," Louis said calmly leaning back in his seat.

           His concentration thrown, Lex looked down at the chessboard in vain.

           Causing happiness had never been associated with him before. Reeking havoc, yes. Chaos, more then once. Destruction, occasionally. Happiness? This was a first. At least it was the first since his mother. How was he supposed to concentrate on the game now?

           His concentration was shot.

           Obviously, Chloe felt like making it worse.

           Striding into the room, Chloe stood before the two men with a ghost of a smile playing across her lips.

           "Pixie, love, I thought that you were reading."

           Crossing her arms playfully, Chloe looked down at Lex.

           "What?" Lex asked confused by her stare. What did he do now?

           "I was, somewhat engrossed in my book," Chloe informed him, a knowing smile working across her face, "until your father decided to come into the room and flirt with me."

           "He what?" Lex demanded standing up now.

           "Well," Louis observed knocking down Lex's king for him, "this surely complicates things."

           "I suppose," Lex said looking at his two guests after he recovered, "I should go and see what he wants."

           Before Louis or Chloe could say anything, Lex stormed out of the room.

           "Should we go after him, love?" Louis asked already rising to his feet.

           "Besides satisfying my curiosity to why Lionel Luthor has suddenly shown up," Chloe said looping her arm through Louis's and taking him down the same path Lex was traveling, "I need to get my book back. It was getting good."

           "Daddy dearest," Louis chuckled following Lex as he tore a calm but deadly path to where his unexpected visitor lay waiting, "Well, pixie, how was your first introduction to the great Lionel Luthor?"

           "Who said anything about it being my first?" Chloe replied cheekily.

           "And she continues to surprise me," Louis exclaimed watching Lex's give Chloe a quick look. It seems like he's not the only one who's surprised by the recent turn of events.

           "I grew up a Luthor corp. brat." Chloe explained, catching the look that Lex was giving her, "I spent enough summers at corporate picnics to meet Lionel Luthor more times then I needed too."

           'She met him more then once?' Lex wondered.

           Louis, as wonderful as he was, had an annoying habit of pointing out the obvious. "Well, I'm sure he didn't recognize you."

           "Really?" Chloe asked feigning surprise, "You don't think? Have the years really been that bad to me?"

           'Anything but,' Lex thought suppressing a smile. Putting on a firm front, Lex entered the room he could sense his father surely was impatiently waiting in.

           "Father," Lex said strolling into his office, looking like he didn't have a care in the world, with Chloe and Louis trailing behind him. Stopping in the middle of the room, Lex instinctively took a shielding stance in front of Chloe.

           "Lex," Lionel said perched behind Lex's desk, like a king on his throne.

           "Mr. Luthor," Louis said stepping forward and taking the same position that Lex had.

           "Louis," Lionel said slowly, the surprise missing but the displeasure clear. It didn't take much to know that Lionel disapproved of this certain friend.

           Rolling her eyes at the show of testosterone, Chloe moved past the two men and headed to the bar, knowing full well that three pair of eyes were trained on her every move. Even with her back to him, Chloe could feel Lex's eyes boring into her back and ordering her out of his father's line of vision. Too bad for Lex, Chloe didn't take orders too well.

           Pouring herself a glass of water, Chloe turned around to face the three and asked simply, "Drink?"

           A sly smile planted on her face, Chloe innocently sipped her water and pretended not to notice the disapproving shadow cast over Lex's usually clear eyes. Chloe didn't need to look over in Louis's direction to know that he was enjoying the entire bloody show. Her English friend was a predictable man.

           Now it was Lionel's expression that she was interested in. His eyes seemed torn between her and Lex, and the smirk that he was sporting almost resembled a smile.

           Scary.

           "Lex," Lionel said breaking the silence that seemed to have fallen over the room, "Aren't you going to introduce me to your friend?"

           "Chloe Sullivan," Lex said a slight edge to his voice, "Lionel Luthor."

           Raising her glass to Lionel, Chloe didn't make any move to banter with him again. It wasn't the time for that anyway. She was just here to observe. To watch over Lex, because deep down, she knew the power Lionel held over his son and she didn't want to see him get hurt.

           Sitting behind Lex's desk, Lionel Luthor was holding the book that Chloe had been trying to read before he rudely interrupted. "This was your mother's book."

           "Yes, it was."

           "What is it doing here?" Lionel questioned, his eyes flickering over to where Chloe was standing. His gaze lingered over Chloe longer then Lex liked.

           Ignoring his father's question, Lex went over to where Chloe was standing and poured himself a drink. A very stiff drink. "What are you doing here father?"

           "To bring you home," Lionel answered frankly.

           "I am home," Lex said letting his eyes fall onto Chloe's reassuring smile, before bring them back up to his father.

           "You can't stay here forever," Lionel argued.

           "Why not? It's nice castle. I happen to like haunting these halls."

           Playing with her glass, Chloe felt her lips quirk up momentarily.

The act didn't go unnoticed.

***

"Do you plan on pinching my ear and dragging me out of here?" Lex asked knocking back his drink, "Or are you just going to drug me up and haul me out of Smallville?"

           "I intend on using reason first, before resorting to other methods."

           Circling his father, Lex sat down in Chloe's favorite chair. "Even if you somehow manage to get me to go to Metropolis with you, how do you intend on making me stay?"

           Watching his son with a careful eye, Lionel didn't comment immediately. Instead, he just looked his son over. Head to toe. It was all very disconcerting.

           "What is it, dad?" Lex asked tiredly.

           "You look different."

           "I've been getting that a lot lately." Lex said dryly.

           Smirking now, Lionel vaguely resembled the cat that ate the canary. "So other people have noticed it too?"

           Eyeing his father suspiciously, Lex put his glass down. "Noticed what?"

"That you're in love."

***

"It's awfully quiet." Chloe frowned, glancing at the closed door with worry.

           "They're fine."

           "You don't think anything happened…do you?"

           "Lex is just probably busy hiding his father's body."

           "Louis," Chloe snapped feeling the color drain from her face, "don't say that."

           "Listen love," Louis sighed putting down his drink, "you're worrying yourself sick over nothing. Lex can take care of himself."

           Sighing, Chloe grabbed Louis's potent drink and took a long swig. That didn't do anything to qualm the anxious feeling sitting in the pit of her stomach. "What do you think they're talking about?"

           "Stop being such a nosy bird," Louis frowned, watching Chloe take his knight, "and concentrate on the game."

           "How can I concentrate when they're in the next room talking?" Chloe demanded.

           "Easy," Louis said grabbing Chloe's chin and making her look at him, "just stop thinking about them."

           "Louis," Chloe pouted, "can't we play another time?"

           "No. The moment I let you go, you're going to be pressing your curious little ear against a solid oak door to try and hear that they're saying."

           "No, I wouldn't." Chloe protested weakly, moving her rook.

           "Yes, you would." Louis chuckled taking her bishop, "Now concentrate on the bloody game. It's your move."

           Sighing with resignation, Chloe looked at the board for a moment. Waiting a beat, she moved her queen. "Checkmate."

           "Bloody hell!"

***

"I'm not in love," Lex denied vehemently, rising to his feet. Suddenly he was too wired to sit still.

           "Of all the women you've ever been involved with Lex, this has got to be the first one that has showed any promise." Lionel commented watching his son pace the room.

           "I'm not in love."

           "Who are you trying to convince? Me? Or you?"

           "If you're doing this to try and get me to admit to a weakness that I don't have…"

           "Love is not a weakness."

           "Since when?" Lex scoffed. How many times had his father told him that emotions were weaknesses?

           Rising from his seat, Lionel gingerly picked up the framed picture that Lex kept on his private desk. His wife was the most beautiful woman he'd ever met. "Your mother was never one of my weaknesses," Lionel murmured softly, looking more human then Lex had ever remembered seeing, "She was one of my greatest strengths."

           His throat clogged with memories and fear, Lex eyed his father guardedly. Nothing with Lionel Luthor was this simple or clear. What was the angle here? What was the catch?

           "Stop looking at me like that," Lionel ordered, never once taking his eyes off his smiling wife. Lily had been the only light in his life. She had been his own personal savior. She loved him despite his flaws. Now his son had found his own light. "Love is not a weakness if it is invested in the right person."

           "Person?" Lex asked angrily, "Or bank account?"

           "I would think that an ex-Luthor corp. plant manager's daughter wouldn't exactly have a Swiss bank account." Lionel remarked, turning around to catch the surprise on his son's face, "I never forget a name or a face, no matter how much she's aged. There's also the fact that she hounded me for an interview every summer, much to her father's displeasure. Back then, Chloe Sullivan certainly wasn't an easy girl to forget. I'm not surprised to see that she's matured into a woman that not many will forget."

Narrowing his eyes at his father, Lex silently clenched his fists. He wasn't going to let his father provoke him.

           "I didn't marry your mother for her money. I didn't need too. She just happened to have it."

           "Would you have married her if she hadn't had any?"

           "We both know how much I loved your mother," Lionel answered coldly, angry that his eldest son would doubt the genuine love he had felt and still did feel for his wife.

As much as Lex hated his father, he loved him too. As cold and cruel as the man could be, Lex would never forget the way his mother's face would light up whenever his father entered the room. Lex would never forget the sound of his mother's laughter. Even until her final days, his father could make her laugh.

"She reminds me of your mother."

           "Mom was six feet tall and a red head," Lex frowned. Chloe was a blonde spitfire. Chloe was his blonde spitfire.

           "And a temper to match, if goaded." Lionel recalled fondly, "You get that from her." Lily was the first to ever insult him to his face. Tonight, Chloe became the second.

           Misunderstanding the nostalgic smile on his father's face, Lex warned him, his voice low and hard, "Stay away from her, dad."

           Smirking, Lionel turned away from the picture of his glowing wife and faced his glowering son. "I've already been denied once tonight. Rest assured, I won't be trying again."

           "Since when do you give up so easily?"

           "Since I know when I'm not wanted. Games are one thing, son. Rejection is entirely another." Lionel explained, his eyes almost portraying amusement, "She must keep you on your toes."

           "Constantly,"

           "Good,"

           And that was it; the moment that Lionel Luthor finally gave his son his approval. Funny, in this particular case, Lex didn't need it. Nor did he want it. But he'd take it and store the moment away for prosperity. It wasn't likely to happen again.

***

The moonlight casting an eternal glow over Lex's smooth skin, Chloe wordlessly studied his pensive face. Ever since his father had made his polished exit, Lex had become muted and deep in thought. It worried Chloe to no end that she didn't know what had happened in the study. She didn't know what Lionel had said to upset Lex so much. It surprised Chloe how much she needed to know, and how little she wanted to know. Her curiosity wasn't important here. Her genuine worry was.

           "You're quiet tonight."

           Rolling his head to the side, Lex smiled softly at Chloe. "I thought that you liked it when I was quiet. Weren't you the one who told me last night, and I quote, 'Shut up, Lex. I'm trying to sleep.'"

           Hitting his arm, Chloe propped her chin on her hand and looked down at Lex's open face but guarded eyes. "I'm serious here. You're really quiet. Are you okay?"

           "I'm fine." Lex lied, a million different thoughts still swirling through his head.

           "No you're not."

           "I'm fine, Chloe. Just go to sleep."

           "Lex," Chloe persisted stubbornly, "you're not 'fine.'"

           "Why do you bother asking me if you're going to ignore my answer?" Lex snapped, unknowingly taking his frustration and anger out on Chloe.

           Flinching against his harsh tone, Chloe pulled back instinctively. They'd fought before, everyone did, but Lex never snapped at her. He never took that tone of voice with her. Until now. Tightening the crisp sheets around her body, Chloe suddenly felt bare and vulnerable. She didn't like this feeling. Rolling onto her side, she looked out at the dark night.

           Feeling her body stiffen besides his and roll away, Lex gently caught her hand before she could leave him completely. "Chloe, I'm sorry. I didn't mean to snap at you."

           Nodding tightly, Chloe didn't say anything. She just lay beside Lex with her back turned to him.

           "Chloe," Lex implored softly, wrapping his arms around her tense body, "I'm sorry."

           "I heard you the first time," Chloe answered flatly, still not turning to face him.

           "Chloe," Lex murmured, kissing her shoulder and holding her close, "I didn't mean to snap at you. I'm sorry."

           "I'm trying to sleep," Chloe muttered, closing her eyes and burying her face in her pillow.

           Keeping his arms around her till he felt the tension in her body start to melt away, Lex whispered softly between gentle kisses, "Don't go to sleep mad."

           "I'm not mad,"

"Now who's lying?" Lex asked bringing Chloe's face towards his. "Chloe," he sighed tracing the outline of her jaw with light fingers, "I didn't mean too."

           Looking up into his clear eyes, Chloe didn't doubt his apology. She didn't doubt his sincerity either. What she doubted was the sliver of something that she saw in his eyes.

What she was worried about was the shadow that had been cast over his face every since Lionel had left. What hurt, was the realization that he couldn't share his problems with her. That he wouldn't. Sighing heavily, Chloe nodded so softly that Lex would have missed it if he blinked, "I know."

           "Then what's wrong?" Lex asked when the lines around Chloe's eyes didn't smooth away with his tender kisses.

           "I don't know." Chloe whispered sadly, "You tell me."

           "Nothing's wrong," Lex lied smoothly.

           Her eyes betraying the blank _expression on her face, Chloe looked away from Lex like it pained her to see the mask he was wearing to shield his real emotions from her. She wasn't other people…yet, he was treating her like she was. She thought that she meant more to him than that.

           "Chloe…"

           "I'm not sleepy anymore," Chloe said cutting Lex off and pulling her face out of his gentle grasp.

           Sitting up, Lex watched with a sinking feeling in his stomach as Chloe got out of their bed and put more distance between them than he liked. "Where are you going?" he asked, cringing at the desperation he heard in his voice.

           Exhaling slowly and fighting a losing battle with the emotions threatening to drown her, Chloe looked at Lex somberly. Sadness radiating off of her and making her look small and fragile in his big shirt.

           "Chloe," Lex sighed, frustration at himself lining his voice, "What do you want from me?"

           Misinterpreting the aggravation she heard, Chloe met his confused eyes with misty ones. Fighting against the lump in her voice she told him quietly, "I'll tell you, when you tell me."

           Lex didn't have a chance to reply. Chloe was gone before he could even stop her. His eyes locked on the door that she'd slipped out of, Lex felt a chill pass through him.

***

           Pacing his bedroom with agitation, Lex fought against his desire to run after Chloe and smothered his undying need to throw something. As much as his heart urged him to go after Chloe, his mind overruled with its doubt. There was so much doubt in Lex's life. So much fear lining his arrogance and confidence. The wounds had never healed. They had never been given a chance too. Luthor's didn't cry. That had been Lionel's reining mantra.

           But Lex wanted to cry. He wanted to so much that it scared him that he couldn't. He wanted to cry, because for the first time in a long time, the void in him had been filled. Chloe had stepped in and filled the hollowness he carried around. She had crammed laughter, smiles and love into the dark abyss that was his heart. She brought him back to life.

           After years of being dead along side his mother…he was finally alive again.

           She had brought him too life. And what had he done? He'd let his fear consume him. Instead of embracing what she'd given him, he'd slowly started to shield himself against the impending pain he just knew she would cause him.

           She didn't deserve that. Chloe didn't deserve his doubt, his anxiety or his distrust. She was entitled to his love, because he had it for her whether she wanted it or not. All he had to do now was tell her.

All he had to do now was cross that last hurdle.

***

Her legs folded beneath her and her arms wrapped around her body, Chloe resembled a child curled up in the big chair. Standing at the threshold and seeing her try to fold into herself made Lex wince with guilt. His Chloe was full of life and light. She was an endless source of energy and power. She was so animated and lively that there were moments when Lex wondered how she did it all. Now though, she resembled a deflated balloon. And whose fault was that? Three guesses.

Swallowing the guilt rising through him and threatening to consume him, Lex clenched his fists and closed his eyes. He couldn't bear to look at the melancholy portrait that Chloe made.

           It was his fault that she was closing herself off. It was his fault that she was sitting in the dark during the dead of the night. It was his fault that there were tears glistening in her eyes. It was his fault that she didn't think he loved her.

           "I want you to love me."

           Her head snapping up, Chloe whipped her eyes off of the floor and stared at Lex with surprise.

           "I want you to love me," Lex repeated, crossing the proverbial line in the sand. There was no going back now. "You asked me what I wanted." Lex whispered coming right to Chloe's side and looking down at her bewildered face, "I want you to love me as much as I love you."

           "Lex," Chloe whispered looking up at him, her voice catching and her eyes welling up with salty tears, "Don't say things you don't mean."

           "I mean it," Lex replied adamantly as he kneeled down so that he could look her right in the eye, "I mean it so much that it scares me."

           Taking an unsteady breath, Chloe shook her head.

           "You don't believe me?" Lex asked feeling his heart start to sink to inescapable depths.

            Covering her mouth to try and hold back her tears, Chloe didn't know what to say. She hadn't meant to fall in love with Lex. She hadn't meant to make him such an integral part of her life. She hadn't meant to make him her other half. She had never intended on feeling like this.

           She'd never, in a million years thought that she would feel whole again.

           "Chloe," Lex whispered cradling her face lovingly between his hands, "What's wrong?"

           "I'm so afraid of losing you," Chloe chocked out, her words flying past her trembling fingers and slamming right into Lex. Right into his racing heart. "I'm so afraid of how much you mean to me. I've lost my mother, my father…I don't know what I'd do if I lost you too."

           Her words echoing his very own fears, Lex pulled Chloe right into his arms without a moment's hesitation. Burying his face in her silky soft hair, Lex murmured quietly, yet firmly, "You'll never lose me, Chloe. I promise."

           Her fingers digging into Lex's warm skin, Chloe squeezed her eyes shut and reveled in the feel of his arms wrapped securely around her. "Don't make promises you can't keep."

           "I don't make promises if I don't mean them," Lex said pulling away and cradling Chloe's face in his hands, "I'd never lie to you, Chloe."

           "Even you can't control everything," Chloe whispered looking down at her trembling hands, "Even you can't predict what's going to happen tomorrow."

           "Tomorrow, the day after and the day after that, I know that I will love you more than life." Lex whispered, making Chloe look at him, "I could never stop loving you." Lex could see the fear, the confusion and the anxiety in Chloe's eyes. He'd do anything to take that all away. He'd give her the moon if he could. "Do you believe me?"

           How couldn't she? The sincerity in his eyes was almost enough to make all her fears go away. Almost. "Yes." Chloe whispered, covering Lex's hand with her own, "I believe you."

           "Enough?" Lex asked, pulling away from Chloe.

           "Enough for what?" Chloe asked confused.

           His eyes never leaving Chloe's, Lex got down on one knee.

           "Ohmygod,"

           Holding Chloe's hand firmly in his, Lex asked her softly, "Chloe Sullivan, will you marry me?"

           Tears welling up and falling from her big blue eyes, Chloe stared at Lex with awe. "Lex?"

           "Was that a yes, or a no?" Lex asked, nervousness creeping into his voice.

           Letting out a shaky laugh, Chloe shook her head with amazement. Her hair flew around her face and flickered random specks of gold around the dark room.

           "Chloe?" Lex chuckled uneasily, "Are you going to answer me, or am I going to be kneeling here all night?"

           "Are you sure?" Chloe asked timidly.

           Smiling broadly, Lex gave Chloe's hand a slight squeeze. "I am."

           "This is insane," Chloe pointed out.

           "Would we do it any other way?" Lex asked.

           "Is there another way?" Chloe asked, wiping away her remaining tears.

           Smirking, Lex tangled his fingers with Chloe's. "There's that boring conventional planning ahead thing."

           Taking a shaky breath when Lex didn't get up or take his eyes from hers, Chloe whispered softly, "This is your last chance,"

           "I don't need one," Lex murmured, cradling Chloe's face with his free hand. He'd never take it back.

           Giving Lex a serious look, Chloe told him firmly, "I don't want to be an impulse that you live to regret."

           "I only regret waiting this long." Lex replied sincerely, "So what do you say, Chloe?"

           Licking her dry lips, Chloe looked down at Lex's kneeled form and his confident smile. Beneath the veneer of self-assurance though, she could see his apprehension and fear. He was going out on a limb doing this, Chloe knew. He was letting her into his life. A life that he'd been intent on keeping closed off in an attempt to ward off any and all possible pain.

           "Chloe?"

           Bringing her eyes back to focus on Lex and his nervous expression, Chloe felt a smile light up her no doubt puffy face. "You sure?"

           "I'm sure." Lex grinned, letting out a relieved breath of air he hadn't known he'd been holding.

           "So I guess we're going to try that forever and ever thing." Chloe whispered, gently touching Lex's red cheek.

           "Not try," Lex whispered gathering Chloe up in his arms, "Do."

           Closing her eyes, Chloe buried her face in the crook of Lex's neck and drank in the tenderness of the moment. It was moments like this that poets wrote about and singers sang about. Moments where everything was just perfect.

Too bad moments like this never last for very long.

***

TBC.