Clark avoids her for the rest of the day, as he still hasn't came up with an answer yet. He wants to tell her, but he keeps thinking about how she's going to feel when she learns he is the reason for the meteor that killed her parents.

When he gets back to the farm, he goes some place to think. Clark sits on the fence of one of the far away fields, looking out over the field. A little ways away is the tree that Lana and him used to sit under the first time they were together. The time when they didn't have to worry about anything. Now, they have their shaky secret-filled past to overcome.

"Clark?" Martha asks behind him.

"Yeah, mom?" He asks, turning around.

"I was looking for you. When I didn't find you in the loft, I saw you sitting out here." She says.

"Is there something you wanted?" Clark asks.

"No, it's just whenever you sit out here, something is usually bothering you. Anything you want to talk about?" She asks in a comforting tone.

"Its just Lana." Clark sighs.

"I thought things were going good?"

"Things were good. Just this morning at school, she said some things. She wanted us to run away together and "get away from this weird town". First I thought something was wrong with her, until I realized she was serious." Clark tells his mom.

"You told her no, right?" Martha asks, starting to get concerned.

"Of course I did. I just came back from trying to run away, I'm not about to do it again."

"Well, that's good."

"Then she got defensive and demanded to know my secret. I tried to tell her I couldn't, and she asked me what was more important, my secret or her." Clark finishes.

"Oh hunny, I'm sorry. I wish more than anything you didn't have to hide your secret from everyone." Martha says.

"As long as I keep this secret from her, our relationship will never move on. There is no way I can have her believe she is the most important thing in my life and not tell her my secret." Clark tells her.

"Clark, if she is most important, you need to tell her. Even if you let your secret out." She tells him.

"You don't care if Lana knows about my powers?" Clark asks, surprised.

"I think we can trust Lana." Martha says.

"So I should tell her?" He asks.

"You should do what you think is right. I just hate to see you get hurt over this." She says.

"I need to tell her. I want to be honest with her." Clark tells her. "I'm going to go see her, I might be home a little late."

"Ok, don't worry about it." Martha smiles and Clark superspeeds up the driveway.

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Clark walks in to the Talon with a lilac flower. Most of the usual rush is gone, now that it's getting late. Lana serves someone up at the counter.

"Hey." Clark greets her as he gets to the counter.

"Hey." Lana responds with a weak smile. Clark can tell she is still a little upset.

"I got this for you. Your favorite flower." Clark tells her and hands her the flower.

"Is this a "I'm sorry but I can't" flower or a "I'm sorry and I need to tell you something" flower?" She asks.

"That's what I wanted to talk to you about. Can we go someplace and talk?" Clark asks.

"Yeah, let's go upstairs." Lana agrees and the walk up the steps to her apartment.

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Clark and Lana sit on the edge of her bed. Clark takes her hands and faces her. He's just about to open his mouth and Lana stops him.

"Before you start, I wanted to say I'm sorry too. I shouldn't have acted that way this morning." Lana apologizes.

"It's not because you're not important to me. I love you with all my heart, Lana. And all I want to do is make you happy." Clark tells her.

"What makes me happy is being with you. That's all I need. If being here is important to you, than it's important to me." Lana says to him.

"So, we're ok then?" Clark smiles.

"Almost." She replies and kisses him gently on the lips. Clark wraps his arms around her and lays back, pulling her with him.

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Later that night, Clark and Lana still lay together on her bed. It's probably time for Clark to leave, but he just can't bring himself to leave. Lana lies cuddled up next to him with his arms wrapped around her protectively.

"You don't have to leave, do you?" Lana asks.

"I should, but I'm not going to." Clark says.

"Good." She smiles and plays with his hand.

"I love when you do that." Clark tells her.

"Do what?" Lana asks.

"Play with my hand."

She giggles. "Why?"

"I don't know. You just look cute when you do that." He explains.

"Oh yeah?" She asks and kisses him softly.

"Yeah." Clark answers. Lana has now moved her kisses down his cheek and on to his neck. Her hands have moved under his shirt and up his chest. "And now you moved from cute too… sexy."

"Clark?" She whispers.

"Yeah, Lana?"

"Shut up." She smiles and kisses him passionately. She starts unbuttoning his shirt and begins to take it off. They continue kissing and then Lana sits back on his chest and slips her shirt off over her head.

"Lana, are you sure this is what you want?" Clark asks, making sure she knows what she's doing.

"And what is that?" Lana smiles as his eyes travel down to her red lace bra.

"Uh…" Clark's mind starts to overheat. "This." He grins.

Lana laughs. "I wasn't planning on doing that. I just wanted to get more… comfortable." She says and kisses him again.

"Well, in that case… let's continue." Clark pulls her toward him and rolls over on top of her. They kiss again and Clark moves down to her pants.

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Clark and Lana lay together asleep under the covers with their arms wrapped around each other. Naked, except for their underwear. They both fell asleep and forgot about the time. Clark's cell phone rings and wakes them. Clark slips out of the bed and gets his cell phone out of his pants pocket.

"Clark, don't go." Lana begs sleepily.

"Don't worry Lana, I'm not going anywhere." Clark tells her and flips open his phone.

"Hello?" He answers.

"Clark, where are you?" His dad asks.

"I'm at Lana's. What time is it?" Clark asks.

"It's 2:30 in the morning." Jonathon replies.

"It is?! I'm so sorry, dad. We fell asleep." He apologizes.

"Please tell me on the couch." Jonathon says. Clark hesitates.

"No, on her bed… but, we didn't do anything!" Clark tells him.

His dad sighs. "Just stay there for the night, it's late. But, I want you sleeping on the couch."

"Ok, dad." Clark agrees, silently disappointed.

"And I want you going to school in the morning, understand?" His father tells him.

"Yes, I understand."

"Ok, goodnight Clark." Jonathon says.

"Night, dad." Clark says and hangs up. By this time, Lana is sitting up in bed.

"You have to leave, don't you?" She asks.

"No, my dad said I can stay." Clark says and Lana smiles.

"But, he wants me on your couch." Clark says.

"Ok." Lana agrees reluctantly. "I'll get you some blankets." She says and gets out of bed.

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