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"Why didn't you tell me that you played hero yesterday?" Chloe demanded the second Clark step foot in the Torch's headquarters. As usual, Chloe Sullivan was at her computer typing away, a cup of coffee nearby.

"How did you know?" Clark replied, setting his backpack down on a chair. A smile was still plastered on his face, due to the fact that Lana had given him a kiss on the cheek for giving her a lift to school.

"Practically half the school knows, Clark." Chloe got up from her chair and threw today's Smallville Ledger at him.

Clark's smile faltered a little when he saw that they had printed an article about his heroic stunt yesterday at the fair.

"Wait…this isn't right," Clark said. "After the mother of the seven year old thanked him profusely, Kent was seen leaving the fair with his girlfriend, Lana Lang of Smallville High."

"Which brings me to my next question, are Clark Kent and Lana Lang giving it a second attempt at the matters of the heart?" Chloe sat back down on her chair and held up her head with her hands, waiting for a response.

Clark suddenly grew nervous, like he was in an interview. "Chloe, the newspaper had it wrong…." He said evasively.

Chloe turned her attention to the computer and pulled up a word document. "Yeah, but the picture speaks for itself—The Ledger did get a photo of you and Lana holding hands."

Clark walked over to the back table and poured himself a cup of coffee. "Well…friends can hold hands too…."

Chloe looked up from the computer. "Yeah, but you don't see the two of us holding hands, do you?" she asked him skeptically.

Clark put the coffee mug down and looked her in the eye. "Chloe, as much as I would like for Lana and me to get back together—it's not going to happen. At least, not for a while."

"Let me guess—you're not ready to let her in, yet?"

Clark glanced down at the steaming mug of coffee. "Actually, I am. It's Lana who wants to take things slow."

"Really? Wow…and this coming from Clark Kent?" Chloe asked, leaning back in her chair. "Why the sudden change in habit?"

Clark sighed and looked at the coffee as if blaming it for the interrogation. "I guess I'm tired of being afraid."

Chloe nodded. "Well, if you need any advice on how to handle this new position, I'm willing to help."

"Thanks, Chloe," Clark adjusted his backpack on his shoulder.

"What is it?" Chloe asked, noticing that he looked like he wanted to say something.

"Chloe, has Lana mentioned anything about me to you?" Clark asked, playing with a loose thread on his shirt.

"Well, I'd be lying if I said she hadn't," Chloe said, taken aback for a second.

"Oh." Clark looked down at his shoes, then at the clock. "Well, I'd better get going."

"Okay."

He headed for the door, but halted when Chloe called him back.

"Clark, did you really mean it when you said that you were willing to let Lana in?"

He turned around and a pensive expression crossed his countenance. "I did. Why?"

She glanced at the computer screen and Clark wondered if she had written down questions to ask him.

"It's just…you weren't there to see Lana after you left for Metropolis the summer before our junior year. She was really hurt."

There was a pause before Clark spoke up. "Chloe…I know that I made some bad decisions in the past—okay, a lot of them, but if anything─"

"Look, Clark, just hear me out. She's probably already told you this, but you really did hurt her. So please, don't say you're going to do one thing and then don't do it." Chloe looked up, but he was avoided her by staring at his shoes.

Finally he looked up and said, "I swore to myself a long time ago that I wouldn't hurt her."

"Good. Because, I don't think that Lana could handle it if you broke her heart again," Chloe said quietly. "I mean, as much as I love you as a friend, you do have the certain tendency to─"

"I know, Chloe." Clark cut her off. "Thanks for watching out for Lana."

"Hey, I'm watching out for you, too," Chloe assured him. "I don't want to see a repeat of last year."

Clark nodded and sent her a weak smile. He adjusted his backpack strap on his shoulder and turned to walk out the door. Just before completely exited the door, he twisted around again and said, "I'm sure the right guy's out there for you, Chloe."

"Thanks, Clark." Chloe watched him leave with a sad smile on her face.

"Well, I guess it's back to being the third wheel again," Chloe said to herself, focusing her attention on the article in front of her. With a sigh, she went back to the life that was Chloe Sullivan.

Later At the Talon

Lana sighed in frustration and ran a brush through her silky dark hair again. She gathered her hair up in her hands again and tried a bun. Looking at the style in the mirror from side to side, she let her hair down.

Why is this so hard? It's not like I'm dressing up to go see Clark….

Lana blew air from her mouth and put her head in her hands. She then stood up and decided that the hair would come later after she applied her make up on.

She grabbed a brush and began to add blush to her cheeks. Next came the eye shadow and mascara. After taking a look at the final product she ran the sink water and stuck her head under it, ridding her face of the makeup.

"Why is this so hard?" Lana exclaimed to no one in particular. She wiped her face and this time only added a bit of blush to her cheeks and a little mascara.

She then went over to her wardrobe and chanted the phrase, 'Clark doesn't care what you wear' in her head. She pulled out her favorite pairs of jeans and then a signature pink shirt.

Moments later, she was dressed and ready to visit Clark—not that that required any dressing up or hair styling.

"Hi, Chloe," Lana greeted as soon as she spotted the blonde haired reporter amongst the crowd at the Talon.

"Lana, hi!" Chloe pulled out a seat and patted it to indicate for Lana to sit.

"Watcha up to?" Lana asked cheerfully, taking a seat.

Chloe raised an eyebrow at her cheerful tone, but let it slide. She pushed a notepad at her with what Lana was sure were words, but she just couldn't make them out.

"Prom Royalty is overrated," Lana read off the top of the page.

"My annual rant," Chloe explained with a pained smile. "I write about how 'king' and 'queen' are just popularity contests and that you don't even have to do anything to be nominated but stand there and look pretty."

"And yet, I see Clark Kent as one of the nominees for King," Lana commented, squinting at the list of possible kings and queens.

"Thanks to the magic of jocks and cheerleaders, of course," Chloe said, taking a sip of her latte. "I mean, it's not like I'm not happy for the guy. It's just that─"

"Prom royalty is pointless and just a popularity contest," Lana finished with a smile. "Hey, at least it's someone who's actually a decent human being."

"And the fact that he's not that bad looking does help, doesn't it?" Chloe asked Lana, watching for her reaction.

Lana blushed. "Okay…I'll admit…I did nominate Clark Kent for King."

"Hah! I knew it!" Chloe cried, laughing. "Don't be too hard on yourself for buying into this whole prom tradition…I also nominated him and other people too."

"And you call yourself a prom pessimist," Lana said with mock disbelief.

"Hey, I try," Chloe replied, laughing.

"Chloe, are you going to prom?" Lana asked thoughtfully.

"Depends—are you asking?"

Lana laughed and shook her head.

"Despite my negative article about prom and my attitude toward prom royalty, I'm going," Chloe said seriously. "I mean, it's the last big thing before graduation—after that it's good-bye Smallville."

Lana nodded. "Yeah, it is the last big thing."

Chloe peered at her with thought. "You're not going, are you?"

Lana shrugged. "I don't know…I don't have a date."

"I bet Clark wouldn't mind giving up one lonely night to take you," Chloe said, sipping her latte.

"Chloe, Clark and I aren't anywhere near going to prom together," Lana said out loud, trying to convince herself that her words were true.

"Okay then," Chloe said in an I-don't-believe-you tone. "If you change your mind, I'm shopping for my dress this weekend."

"I'll be sure to call you if I do," Lana replied. She glanced at the clock and wondered how she could excuse herself without Chloe asking any questions.

"Hey, you look nice tonight," Chloe said suddenly, saving Lana from conjuring up an excuse. "Who's the lucky guy?"

Lana blushed. "Who says it's a guy?"

"So, you decided to get all dressed up to just see me?" Chloe asked with a raised eyebrow. When Lana didn't respond, Chloe added bitterly, "Let me guess—Clark?"

"Chloe, Clark and I are just friends," Lana replied, a bit hurt at her tone.

Chloe sighed and gave her a pained smile. "I know, Lana. I'm sorry."

Lana nodded and shifted in her seat. "Chloe, do you still—I mean, do you have─"

"Do I still have feelings for Clark?" Chloe finished for Lana.

"Yeah." Lana glanced her lap and wringed her hands. "Chloe, I know that it's none of my business, but why don't you just tell Clark how you feel?"

"I did tell him," Chloe said, sighing. "I told him a long time ago. He knows that I still like him. He just doesn't care."

"Chloe, that's not true," Lana said, defending Clark.

Chloe looked up and Lana could see tears in her eyes. "Isn't this funny? It's like our sophomore year all over again. You and me sitting here; discussing Clark and his feelings for the both of us. Except that this time, I have no hell of a shot with him."

Lana bit her lip, not quite knowing what to say.

"Lana," Chloe began, leaning across the table, her hands in front of her, "the fact is, Clark was and still is madly in love with you. If I were you, I'd take the chance before the clock runs out."

Lana watched in despair as Chloe gathered up her notepad, pens, and latte. Lana thought of calling her back, but let her go. She needed to clear her head before she talked to Chloe again.

The Loft

"Burning the midnight oil?" Lana asked, using the one line that was overly said.

Clark looked up from the notebook on his lap with widened eyes. "Lana."

She walked up the remaining steps and settled next to him the couch.

"I wasn't expecting you." He threw his notebook on the desk in front of them and turned his full attention to her.

"Yeah….Well, I think I just had a fight with Chloe…and I guess I ended up here," Lana answered, taking the time to notice his bluish green eyes.

Clark nodded. He put his hands together and offered, "Do you want to talk about it?"

Lana shook her head. "Maybe later."

He nodded again, not knowing what else to say.

"So what are you up to?" Lana asked, taking a look at his notebook. "Writing more notes to me?"

"Haha…no." Clark picked up the red notebook and handed it to her. "Actually, I'm supposed to be interviewing one of the nominees for Prom King or Queen."

Lana scanned the room and replied, "And, unless you're really good at hiding people, I don't see anyone in here except for yourself that is a candidate for King or Queen."

Clark shifted in his chair and said, "Well…since I'm one of them, I figured that I could interview myself. No one knows me better than me, right?"

Lana snorted with laughter. "Clark, you're such a dork."

"Hey, it's better than sitting down with one of those cheerleaders and interviewing them."

"Hey, I was one of those dimwitted cheerleaders once," Lana remarked.

"Yeah, and I'm glad you quit," Clark joked.

"Alright then, Mr. Quarterback," Lana began, poking him in the chest with a finger, "you can interview yourself and look like a dork in front of the entire school."

"Fine, I'll look like a dork," Clark exclaimed. "It's better than spending thirty minutes of my life interviewing Dawn Stiles."

Lana giggled and leaned back on the couch. Then, she sat back up. "Clark, is your dad okay?"

Clark nodded with a small smile. "Yeah, he's home now. My mom's making him rest a lot so he's probably sleeping."

"That's good," Lana said, sharing a smile with him.

"Lana?"

"Hmm?"

"Thanks for being there for me... You know…when my dad was…"

"Hey, I figured that all the times that you've been there for me, I at least owed you one," Lana commented.

The two lapsed into silence. After a few minutes, Lana got up and walked over to the window. Clark followed shortly after and gazed into the night sky.

"A penny for your thoughts?" Clark said, noticing the glum expression that had suddenly appeared on her face.

Lana gave him a weak smile and asked, "Do you ever wonder if things happen for a reason?"

Clark scrunched up his face. Wasn't he the one that was pondering matters that concerned destiny and fate?

"More then you know," Clark replied evenly. "Why?"

She shook her head, her earrings swinging from her ear lobe. "I've been doing some thinking, that's all."

"Does it have anything to do with the fight you and Chloe had?" Clark asked, putting his hands on the edge of the window.

"In a way, I guess."

"What did you guys fight about, if you don't mind me asking?"

"About you, actually." Lana glanced up and smiled at his alarmed expression.

"About me?" Clark asked, shoving his hands in his pockets. "I feel flattered, but yet scared at the same time."

Lana nodded slowly. "Chloe still has feelings for you, you know."

Clark looked out the window and into the star-filled sky. "I know." He paused, then confessed, "Lana…as much as I want to return the feelings…I can't. I'm in love with someone else."

Lana kept her gaze on him and although she already knew the answer, asked, "Who?"

"You."

Lana's lips parted in surprise as he reached out and took her hands in his.

"Clark…I…"

"I love you, Lana."

Lana glanced at their linked hands. Tears filled her eyes. "Clark…I…" She swallowed, frustration beginning to clog her mind. "Clark…I…"

He smiled sadly. "Lana…it's okay. You don't have to say it right now."

"Clark…I really want to…I do…" Lana gazed at him with tear-filled eyes, willing him to understand.

"Hey, it's okay." He brought a hand up to cup her wet cheek.

"No, it's not." She shook her head vigorously, tears spilling down her face. "I'm scared, Clark."

"So am I," Clark whispered back. He smiled weakly at her and gave her hand a gentle squeeze.

"Clark…if this happens…there are so many people we could hurt…Chloe…you….me…" Lana said softly, her voice breaking.

Clark's heart broke at her words. He swallowed and kept his gaze on the floor so that she wouldn't see his tears.

But, she saw them.

"Clark…?"

He looked up and saw her wet flushed face. "Lana…people are going to get hurt…but don't you think that this is worth it?" He kept his eyes on her, waiting anxiously for her answer.

"Prove it," Lana whispered.

"Prove what?"

"Prove to me that this—us—is really worth it."

Clark's eyebrows knitted in confusion. "Lana…"

"Kiss me," she breathed.

Clark's lips parted as he felt Lana's breath close to his face. He knew he shouldn't…but…

After checking out her facial expression—parted lips and closed eyes—Clark leaned down and kissed her. He brought his hands around her small waist and drew her closer to him, catching a whiff of the strawberry scented shampoo that she used. He massaged his lips against hers and felt blood rushing south. The kiss lingered and then faded.

Clark gently untangled his lips from hers and pulled away. Her eyes were still closed and he still had his hands on her waist.

"Lana?" Clark said softly after a minute had gone by. He watched with awe as her eye lids fluttered open to reveal the most beautiful set of eyes he had seen. Tears trickled out of her exotic eyes.

Clark swallowed, alarmed that he had done wrong by kissing her. "Hey, what's wrong?"

"Nothing," Lana replied in a shaken voice. She blinked away her tears.

"Lana, I'm─"

She bought a finger to his lips. "Clark…don't be sorry. I'm glad it happened."

"But, you're crying," Clark murmured, bringing a hand to her tear stained cheek. "Did I do something wrong? Maybe I shouldn't have─"

Lana shook her head to the best of her ability since Clark's hand was still rested on her cheek. "No, Clark. You're perfect."

"Then why do I feel like crap right now?" Clark joked, brushing away her tears with his thumb. "I made you cry."

"Some tears are happy," Lana whispered, smiling weakly at him.

"Are those happy tears?" Clark breathed, caressing her face.

"Happy because I got kissed by someone who loves me with all his heart," Lana said softly. "Sad because I can't have that someone."

Clark felt his heart break as she sniffed some more. He pulled her tighter to him and kissed the top of her head. "Who says you can't have that someone?"

She looked up and replied softly, "Fate."

An expression of shock momentarily crossed Clark's facial features. He bit his lip and sighed. A heavy silence engulfed the room and for a moment, all that could be heard were two hearts beating as one.

"Clark?" Lana slowly untangled herself from his embrace and rubbed her eyes. A moment later, she could've sworn her heart skipped a beat. His eyes were on her and Lana could see a jumble of emotions in them. Adoration, affection, tenderness, and most of all, love, could be clearly read in them.

Lana swallowed and took a shaking breath. To break the tension, she forced a laugh. "I feel like a hypocrite. I mean, I'm the one who told you that I wanted to just be friends and then I go around and tell you to kiss me."

"Yeah…I guess that part is true," Clark admitted lightly. "It just proves that maybe we can't settle for friendship. Maybe we need more."

"Maybe we do," Lana replied. "I'm just afraid that if we go too fast…it'll end too soon."

"I know." Clark sighed heavily and ran a hand through his hair.

Outside of the loft, the chirping of crickets could be heard. Night had fallen over the Kent Farm. Lana also sighed, knowing that she should be heading back to her apartment soon.

"Well…I better get going," Lana stated. "I have a stack of homework waiting for me back at my apartment." She turned to leave, but felt a tug at her hand.

"Lana, wait!" Clark tugged at her arm, pulling her back towards him.

"Clark, what is it?" Lana asked, mystified at his sudden change in behavior.

"I…" He grabbed her hand and sighed in frustration. "It's just…I'm tired of waiting and hoping for this—us. I don't want to wait any longer…I mean, the year's almost over and…" Clark paused, trying to find the right words. "I just think that if we don't take the chance…it may never come around again."

Lana blinked. This was actually coming out of Clark Kent's mouth? "Clark…I─"

He shook his head. "You don't have to say anything right now. Just…sleep on it, please?"

Lana nodded, trying to take this all in. "I will."

Clark smiled. "I'll see you later then?"

"Later," Lana whispered, turning to descend the steps, her head spinning.