Clark was so overjoyed to hear that come from Chloe's lips he didn't know what to say. The only thing he could think of doing is kissing her, so he brought his hand up and cupped the side of her face while bringing her closer to kiss.

Chloe didn't know what Clark was going to say but since he was being so open she decided she should be too. She let out what she really thought about him, and she liked the response. His warm lips on hers felt amazing, she decided to be a bit bold and nibble at his bottom lip.

Clark was in heaven, that was the only phrase he could think of to describe how he was feeling at this moment. Then Chloe started to bite at his bottom lip, and that was just too sexy. He let out a moan and deepened the kiss between them, he lowered her down till she was lying on her back.

Chloe knew she had made the right move when she heard Clark's moan and he pushed her back farther. She wanted to pinch herself, just to make sure she wasn't dreaming, but she had Clark on top of her and that was proof enough. She traced his lips with her tongue, asking for permission to enter his mouth.

Don't get him wrong, Clark liked having an aggressive girl with him but he did want to make some of the moves. But who was he to deny Chloe when she was willing to move forward so fast. He opened his mouth for her and slipped his tongue into her mouth as well. Clark was having the worst time keeping his hands still, finally he just started to move them up and under Chloe's top.

Chloe was happy to be granted access to Clark's mouth, she enjoyed his company in hers as well. She was wanting to squirm all over, and Clark's roaming hands didn't help matters any. Chloe gasped at Clark's touch under her shirt, she arched into his body at the good feeling. She thought that if he got to explore she might as well, she slipped her hands up and under the front of his shirt to feel his nice stomach.

Clark loved the feeling of Chloe arching into him, she fit so perfectly too. He was pretty sure he could die at this moment and be happy. He jumped a little at the feeling of Chloe's hands on his stomach, but he soon relaxed back into her touch. He broke away from her lips and started to lead a trail down her neck, behind her ear, and all the way to her collar bone.

Chloe thought Clark's jump was cute, his stomach felt so amazing. She was just amazed at how this totally outdid her dreams of this ever happening. Clark's trail of kisses down her neck tickled at first and she giggled and squirmed. It felt so nice though she wished it never had to stop. But she was getting antsy, she wanted more skin and now. She grabbed the hem of his shirt and started to yank up, she waited for him to get the hint.

Clark could've done this all night, Chloe's smell was so good he could stay nuzzled in her neck forever. When he felt Chloe tugging at his shirt he looked up to see a hunger in her eyes and that turned him on even more if that was possible. He sat up and helped her to take it off all the way, he threw it in the corner and looked back to Chloe with a twinkle in his eyes.

Chloe was happy to see Clark got the hint and even helped her out with the problem. She had seen him shirtless before but now it just seemed better than ever, probably because it was all hers. She grabbed him by the waistband and pulled him back on top of her. She liked being the aggressive and bossy one, even though she knew she was having way too much fun.

Clark loved how Chloe was just taking charge, it was a major turn on. He just fell back on top of her and went back to nuzzling her. After a few minutes of just that he figured he should change it up a bit. He grabbed Chloe and rolled them over so she was straddling him by the waist. He brought his hands up her top again and started to cup her breasts.

Even though Chloe wouldn't deny the fact that she was loving having Clark just kiss her neck she was glad to see him take the upper hand. The switch was so fast she was kinda dizzy at first but she got her bearings soon enough. The feeling of Clark cupping her breasts was amazing, foreign but amazing. She moaned his name out loud and pushed herself harder into him. She could feel him hard against her leg and it made her happy to know she gave him an erection.

Clark felt Chloe push herself onto him and he was happy to know he was doing something right. Clark started to bunch up the fabric in his hands and started to pull it up and over Chloe's head.

Chloe could feel Clark gathering the fabric of her top in his hands and starting to inch it up and over her head. She was glad to see him taking some of the lead and moving things forward. She sat back so he could get it off easier, she was glad they were both on the same page. She leaned back down and started to place small kisses all the way down from his neck, down his chest and stomach, to just above his waistband.

Clark loved how Chloe was just going with him on this, she was so gorgeous. He didn't want to stare but that was about all he could do. Thank god she leaned back in because he wasn't sure he would've ever moved again. The trail of kisses she was leaving was tickling him and he was having trouble sitting still. When she reached his hips he couldn't take it any longer, he started to moan out her name, "Chlo, if you keep it up this might end sooner than either of us expected."

Chloe was just about to start pulling down his pajama pants when Clark told her he was close. She looked up at him and smiled a wicked smile, "really well, what if I do this?" she traced the side of his hips along with the tips of her fingers.

Clark usually loved Chloe's playing side but right now when he needed to hold it until the best part he wasn't the best timing for it. Her seductive tone and the light tickle of her fingers was driving him wild. He bucked up and looked at her, "Seriously Chlo."

She just smiled at him again and crawled back on top of him, she came face to face with him. "Alright, but then I guess we should hurry this up then eh?"

"You know I couldn't agree more." Clark took hold of her and flipped them again so he was on top.

"Hey no fair!" Chloe pouted as she was rolled onto her back again.

Clark smiled and started to lightly trace his fingers down her sides, "That is just to bad Ms. Sullivan." He continued to just trace slowly down until he reached her shorts. He looked up at her before he went any further, he wanted to make sure she was okay with this.

Chloe was loving that Clark was being more playful and not so serious, although what they were about to do was a very serious subject. But she couldn't be more positive in her decision that she wanted it. When Clark started to tickle her sides she wiggled and laughed, then he reached her shorts. She knew in the moment she looked up at him that she was ready, she saw nothing but love and care in his eyes and she nodded without saying anything.

Clark could see in Chloe's eyes how much she loved him and he was feeling beyond stupid to never realize her before. When she gave him the go ahead he smiled and started to slowly pull her shorts and underwear down all in one. When he got them off he gazed at Chloe and how beautiful she was, he could tell she was nervous and shy. "Chlo, don't' be ashamed you're gorgeous." He leaned back over her and placed a kiss on her lips.

"Does he really get any better?" Chloe thought to herself as she watched Clark remove her last pieces of clothing with such care. As soon as they were gone and she was completely naked she felt awkward, she couldn't explain it but she was slightly embarrassed. She felt like taking a pillow or blanket and covering up, but then Clark called her gorgeous and she didn't care anymore. His kiss pushed all worries and insecurities out the window. She took her chance and grabbed at his pants and started to inch them down.

Clark felt Chloe's warm hands pulling his pants down and he knew the process would go a lot smoother if he helped. He pulled back and placed his hands over hers and finished pulling them off. Once he was as naked as the day his parents found him Clark settled himself between Chloe's legs. "You ready for this?" he asked as he brushed her hair behind her ear.

Chloe watched as Clark took off his pants and placed himself between her, she smiled up at him. When he asked if she was ready her first instinct was to say YES as loud as she could. But her dad's reminders of always using protection stuck with her. "Ah, yeah just one thing…"

"What is it?" Clark was worried he had pushed her too far.

"Well it's just we should probably be using a condom, I mean I am on the pill but just to be safe."

Clark had to say he was relieved that was all she was thinking about, but did she just say the pill? "Chlo your on the pill?"

Chloe totally didn't think about it before she said it, "Yeah, I had to go on it a couple years ago. Daddy just thought it would be the safest way and there is more to it but I don't to ruin the mood." She was sure she was blushing so much it was glowing in the dark.

"Oh, heh right well then I will just grab a condom." Clark was happy to hear that, he wanted to be Chloe's first.

Chloe didn't want to be mean but she had to ask, "And you have condoms?"

"Yeah well when the Kent's give you the sex talk they pull out all the stops." Clark got up and walked over to his bag and pulled out his wallet to grab a condom.

Chloe snickered, "Well I guess rather safe then sorry right?"

Clark laughed, "Yep, well here we go" he pulled one out and opened it up.

"Well come here, I want to help." Chloe sat up and motioned for him to come next to her.

Clark had to laugh at that, "Well if you must" he walked over next to her and they rolled it on together.

Chloe had been wanting to take him in her hand for the longest time now, it was her only excuse. "Alrighty, well now I am ready, you?"

"Never been so ready in my life Chlo." He pushed her back down on her back and positioned himself between her legs again. It took him a minute to find her entrance but once he did he knew he had hit a pleasure spot.

Chloe watched as Clark settled himself again and found her opening, the minute he hit it she hissed out. She knew there might be a wee bit of pain but she wanted to get it over with.

"Chlo, you okay? I'm not going to fast am I?" Clark didn't want to hurt her, that was the last thing he would ever want to do.

"No, it's just well it is gonna hurt, that is a given. Just go slow until I let you know I am ready for more." She loved how caring he was being but she was ready to have him finally.

Clark nodded, "Whatever you want." He slowly started to thrust in and out, she was so warm and wet it was amazing. He couldn't get over how amazing it felt to be inside Chloe right now.

Chloe had to take a few deep breaths at first but then she started to like the feeling and was craving more and more of it. She started bucking into him and she finally gave him the go ahead to speed up. "Okay Clark, go faster now."

Clark barely heard Chloe, he was lost in ecstasy and never wanted to leave. But when he heard her he started to thrust deeper and harder, which as hard as it was to believe, was even more amazing. He knew he wouldn't last much longer if she kept tightening around him every so often. "Chlo, I am going to come, soon."

Chloe heard Clark and she had to admit that it wasn't as long as she had expected but she read that most guys lose it fairly early the first time. Plus all this was totally worth it and it wasn't like she was that far behind him. "O..ookay Clark just give it one last big thrust."

Clark heard her plea and obliged, he gave it his all without really giving it his all. Afraid he might hurt her if he did, on his last thrust she tightened around him so much it just sent him off. "Ohhh" he let it go and slowly pulled out of Chloe. He disposed of the condom and then laid next to Chloe and brought her close to him. "Wow, you're great"

Chloe got all that she needed out of that last thrust, she had lost it just before Clark. She had arched her body so high she thought she might have broken her back, then she plopped back down on the bed exhausted. She felt Clark get up and throw the condom away, but she was happy to feel his arms around her again. She snuggled up real close to him, "Back at ya Kent." She was way to tired from the days events and what had just happened to keep her eyes open., she was out within a matter of seconds.

-x-So finally a much longer chapter than the last few, and the big productI started with! I wanted Clark and Chloe to get together in a motel, I just thought it would be fun. So this is how my twisted brain came about that fate, hope you liked it. I will be finishing it up very soon now, thanx for all the great reviews and please keep them coming!