"Some people come into our lives and quickly go.

Others stay awhile, make footprints on our hearts

and we are never, ever the same."

-Anon.

   Chloe loved him. But if there was one thing Clark Kent was good at it was denial – so it was only now that he'd heard Pete confirm it with so much sadness and envy in his voice that he could admit to himself that he'd suspected that Chloe was jealous of his attention to Lana for a while now….Every time he'd seen her looking at him with such love in her eyes though he'd ran away from that sinking feeling of fear and regret – fear of losing a friend that he really needed in his life right now, and the most profound guilt and regret that he couldn't be what she wanted him to be. He'd buried all that only to delay what Pete was asking him to do – to give her an answer and, whatever it was, to surely lose her friendship forever.

  But that Pete still felt so strongly was something he'd completely forgotten in those months since he'd heard his envious Nicodemus-influenced confession… Sure, at the time and a little after he'd thought that it was something to think about, but he hadn't seen a sign of it since – he'd just assumed the things he'd said that night were part of some subconscious attraction. But that Pete was still consciously angsting after her in that way was almost mortifying; was he truly that blind to his friends that he couldn't see all these loving passions beneath the everyday banter; even in the all dangerous situations they'd been in the last year? They spent so much time together with all these things going unsaid and undefined…

  But, sitting among all these other friends and students he casually knew, Clark realised the truth; it had always been the three of them. Sure, they all knew other people, and all had other friends they talked too but something had kept the three of them, two guys and a girl, best friends, through everything; and while it might be thought that that made them so fortunate, the truth was that a friendship like theirs was one of the worst things to have at this time in their life. It would work against them as, even if they did dare to look elsewhere for love, it would be the hardest thing in the world not to compare everyone new with what you already had. He could understand it perfectly – he'd found what he had with Lex after securing a friendship first, so how could he expect Pete or Chloe not to find more happiness in those they knew, rather than go through the frightening and far too risky business of trying to create a relationship from scratch with any random kid they felt a faint attraction to?

 They knew each other – not completely by any means, as all this just proved, but surely they knew they knew the essence of each other – they could see the goodness, and for the most part they could love the weaknesses as just apart of the overall package that made up the person that they loved.

Chloe loved  him. With her hurt, an unspoken question had been asked, and now he'd finally have to give her an answer.

He got up from his seat and felt that sinking feeling all over again.

"Can we talk?"

 Chloe's friends watched curiously as she stopped mid sentence at those quiet words from her friend. They probably would have given each other a few suggestive winks at the sudden tension between the most famous supposedly –platonic boy-girl friendship at Smallville high – but there was a level of seriousness here that they could sense and not define. They gently and inconspicuously made their excuses and moved off to leave the two alone.

 Chloe bit her lip, and ashamed at her sudden urge to cry just at the sight of him looking at her like that, she looked away shaking her head.

 "Clark please can't we just let all this go and-"

He took her hand gently, and as her gaze trailed up to his face she saw a resignation that hadn't been there all week – this wasn't another hurried attempt to make excuses. But it was his voice that made her resolve melt.

"Don't you think there're things that need to be said?"

Somehow she managed to blink back the tears welling up as she eventually nodded, unable to answer as she allowed him to lead her outside.

~ ~ ~

"Are you cold?" he asked nervously, taking in her bare white shoulders as she stood in the cool evening air in a thin dress.

But she shook her head as he made to take off his jacket.

"I'm okay Clark." She said smiling.

After a beat she looked up at him more firmly.

"I'm okay." She repeated quietly.

Faces lit by the glow of The Talon sign from above, they looked into each other's eyes as if it were the first moment of honesty between them.

"I'm not." Clark said. "I'm not okay – I'm scared that I'm losing my very best friend."

"You're not, you couldn't-" she was protesting before she knew what she was saying. Shaking her head she reached out and took his hands, squeezing them tight, and wishing so so much that he would just take her in his arms..

"You couldn't ever lose me Clark."

His heart tore at the sight of this girl that he never realised was so fragile, with tearful eyes trying to smile and put up a brave front.

 He lifted her hands up and kissed them gently.

 "I'm so lucky to have you." He said quietly.

 He watched as she kept that loving smile on her face while a tear fell down her cheek, sparkling in the reflected lights.

"You just don't want me…like that, do you?" she whispered back.

The look on her face told her what she had always feared even before he spoke the words.

"I'm so sorry Chloe…You have to know its not you, it's me-"

She had to laugh at that in all her pain.

"Please Clark , spare me the clichés.."

"No, listen to me."

She had to force her eyes back to meet his. Those eyes that had never paid her as much attention as they were now.

"You're beautiful Chloe. Half the time I bet you don't even know how much. And you're smart, and funny, and so honest and good that I really don't deserve you as much as you may have thought-"

She laughed desperately again, the tears flowing freely now.

"But there's a 'but' coming, right?"

Clark closed his eyes, not believing this could all be so hard.

"I'm in love with someone else." He said, barely audible.

It seemed like an eternity before he had the courage to look at her again, and when he did he saw on her face the pain of someone who had their very worst fears confirmed.

"You really love her?" she asked.

He paused for a second before answering.

"I wouldn't have hurt you like this if I hadn't found the person who made me feel…like I'd found something I'd been looking for my whole life. Someone…who's not perfect, but together I think we could work. Do you understand?"

 Chloe squeezed his hands again.

"I think I have an idea." She said, her heart torn.

 She reached up to put her cool hands on his cheek, taking in this sad and beautiful face. She pulled his head down gently to kiss his forehead lightly.

"I hope you can hold onto that feeling Clark. And if not…"

The offer, so desperate and so vulnerable was left unsaid, too painful for her to put words to, or for him to hear. She had to hold herself together, and he had to believe that they could get past this. She couldn't say what every bone in her body wanted her to say.

I'll wait…

 She let him go, and wiping her eyes, she laughed again.

"Now c'mon, there's one hell of a party going on in there!"

A silence descended as slowly she turned and walked back in. Pausing a moment to cast a glance up at the stars, her best friend followed at a distance.

TBC.