Part II:

Filtering through the old pictures, mementoes and other long since buried treasures of an era that seemed like several lifetimes ago, Clark felt as though he had stepped back in time. Felt, as he looked through the various pictures chronically the stages of her life as though he was watching her grow through the eyes of an omnipotent being.

There were pictures of her with her family before he'd met her. Pictures of her as a baby, smiling brightly for the camera with a toothless grin. Pictures of her as a young child, holding a camera and taking a picture. Clark chuckled softly to himself. Her habit of capturing the moment started early. There were pictures of her and her father, of her and her mother – who Chloe greatly resembled – and pictures of the three of them together. Those pictures, the ones of her and her mother, were buried deep within the box and Clark knew Chloe well enough to know she was trying to keep them out of sight.

Knew her well enough to know the reasons why.

In order to deal with things that were too painful to face head on, you needed to bury them and try to take it a step at a time. He, too, knew exactly how painful that could be.

Clark raised his eyes to Chloe as she sat on the floor a couple of inches away from him before looking back at the picture in his hands.

He could feel the twinge of need washing over him. The desperate need to protect her from anything that would take the light out of her eyes. It wasn't the first time he'd felt the sudden swell within and he knew it wouldn't be the last. He loved Chloe more than anything in the entire world. She was his entire world, outside of his mother, and the need to protect her…from anything…even herself sometimes was something he was very used to. Something he knew he felt only for her. Sure, he cared about others and yes, he risked everything sometimes to save them without asking for anything in return…but it wasn't a need as it was in Chloe's case. It certainly wasn't desperate need. He was desperate for Chloe, he'd realized sometime ago. Desperate to be a part of her life, desperate for her to be a part of his, desperate to be the one she counted on.

He took out more pictures. Pictures of him and her, of her and Pete, of the three of them together. Then some of her and Lana Lang and of all of them together. He thumbed Lana's face and smiled. For what seemed like the nth time to him, he realized that he harbored no feelings toward first love Lana Lang other than friendship. Clark still found it funny how their whole relationship seemed like training to him. Like the training wheels on his bike. He learned so much from Lana and his relationship with her. Learned what he was capable of in relations with human girls. Learned how secrets and lies could taint and tarnish.

They'd broken up a long time ago, eons as far as Clark was concerned, but became friends again somehow. She'd dated his former friend Lex Luthor for a while and he hated her for that. Hated both of them for that, but learned, with Chloe's help, to accept it. Everyone was entitled to his or her own life. Entitled to make their own mistakes. The relationship did not last long, not with Lex's infatuation with 'things that couldn't be explained'. He'd neglected Lana and she simply couldn't take it anymore. She deserved to be put first in someone's life. Clark glanced over at Pete, thinking that maybe now she had found what she was searching for all along.

Pete and Lana had been dating for a month. They'd met by chance at a business seminar when Pete first transferred to Metropolis. Lana had taken an interest in business after taking a class. She'd often expressed interest in buying the Talon out from under Lex and making it her own. Pete, of course, was into politics and the political and business worlds often collided. They'd immediately hit it off and the rest was history. It had taken Clark some time in getting used to seeing his best friend and former love together in such a manner, but he knew it was only his deep-seeded fear of change. Still, he had never seen either of them happier and he wouldn't deny them that.

He dropped that picture on the table and picked another out of the box. This time his face was plastered in it…along with Chloe and Pete as the three of them huddled together. Goofy grins splitting all their face and he couldn't help but laugh aloud. Pete raised his head out of the box he was trudging through and Clark turned the picture around for him to see.

"No way." Pete said with a bright grin to match Clark's. He reached over, took the picture out of Clark's hand, and laughed, causing Chloe to turn and see what all the commotion behind her was about. She looked at the picture and her own smile broke through. "I can't believe you kept this."

"My dad kept it actually." Chloe informed him. "I wanted to burn it, but he felt it had sentimental value." She rolled her eyes.

"I remember that Halloween dance." Pete continued on, ignoring her statement. "It was right after you moved to Smallville. You came as a little pink Fairy Princess." Pete laughed again.

Chloe pinned him with a lethal glare, her mouth turning up in a warning smile. "Yeah," she began softly. "I also remember you showing up dressed as Michael Jackson. Curled wig, loafers, and a sequined glove to boot." Chloe stood and took the picture from his hands. She couldn't suppress her laughter. "I hated that costume, but my dad bought it so I wore it." She handed the picture to Clark when he reached for it. "I looked like such a dork."

"You looked beautiful." Clark told her, his eyes still on the picture. Silence fell between the three of them and he looked up to find Pete trying to hide a grin and Chloe simply staring at him. She had heard something in his voice when he said that. Something soft and intense, something that wasn't usually in his voice when he spoke of her. "What?" Clark questioned her inquisitive gaze.

"That's…not something that usually comes out of Clark Kent's mouth when describing me." She said, and Pete remained surprisingly quiet.

If only Chloe knew the many times Clark called out her name in his sleep. If she knew how many times the words beautiful, sexy, goddess, love and adoration came synonymous with her name she would probably die of shock. If Clark knew that Pete heard him at night in their shared dorm room, he would most likely die of shock, too.

Pete wondered now, if after what seemed like thousands of years, his friends would finally get it together. He hoped so.

"I've called you beautiful before, Chlo." said Clark softly. "Perhaps not enough, but maybe I should. You were beautiful then and you're beautiful now."

Silence fell between them again. Chloe not sure her brain could function enough to formulate a sentence and Clark unable to stop the words that were forming in his mind. He knew he'd be unable to keep them firmly locked behind his lips if Chloe went into reporter mode and started asking questions, and if they were alone, he wouldn't have a problem with that. However, admitting that you're in love with your best friend, have been for a very long time, and just afraid to take the next step was not something you wanted to do with another guy present. Even if that guy was your other best friend.

Besides that, Clark was morbidly terrified that he would say the words and she would get scared and run away, or worse yet, tell him that she didn't feel that way about him any longer…as he'd done to her many times before.

"Yeah." Pete chimed in when the crestfallen mood became too much to bear. "You are beautiful, Chloe." He waited for her to look down at him with a sarcastic gaze before continuing. "And if anyone looked like a dork that night, it was CK over here."

Chloe laughed, a good sign that her brewing questions had been forgotten for now. Clark glared at Pete, trying his hardest to look hurt or annoyed, but Pete caught the warm thank you in his eyes. Pete always had a way of bailing him out of situations, but Clark wasn't so sure this was one he needed, or even wanted to be rescued from.

"Thanks." Clark said, trying to sound hurt, but even he knew it was true.

"I mean, how original was that outfit? A scarecrow?" Pete pinned Clark with an amused glare.

Clark rolled his eyes. "What did you expect? I'm a farm boy. And it would have been great if fifteen other people hadn't shown as the same exact thing."

The buzzer signaling someone was outside rang loudly. Moving behind the couch to get the money from the dining room table, she ran a hand through Clark's dark locks...though she really didn't understand why. "Don't listen to the King of Pop over there, Kent." began Chloe as she moved toward the door. "I thought you looked pretty cute in your coveralls." Clark stuck his tongue out at Pete, and Chloe laughed softly. "Be right back." She told them and headed out the door.

Pete didn't have Clark's superhearing, but he figured he waited enough time for her to be out of earshot before speaking. "What's going on, CK?" He questioned with a playful, all knowing smile.

"What are you talking about?"

"Your vocabulary is suddenly laden with sweet words for our lady reporter." Pete smiled when he saw a dark red tint rising in Clark's face. He laughed and kicked Clark's foot with his own. "I'm just teasing you, man. I know you have feelings for Chloe." An amused grin crossed Pete's lips. "I've known for quite some time now actually."

This was news to Clark and he could feel the redness in his cheeks darkening. "Uh," He began in his usual trademarked stammer. "…how?"

Pete's eyes darkened with amusement at his friend. His grin widened as well. He didn't want to be blunt and embarrass Clark. That wouldn't be good. Especially if Clark was setting the stage to finally tell Chloe how he felt about her. Being nervous while telling the woman you love that you did indeed love was normal. Being 'Clark nervous' was disastrous. "Let's just say that your subconscious betrays you…every night."

Brows creased in confusion, "What?" Clark asked. Pete looked at him pointedly and realization dawned. "Oh." More realization came. "Ooh."

"Don't worry, man." Pete began at Clark's expression. "I would never tell her anything. It's not my place and I'd figured you'd want to do that yourself…when you felt the timing was right." He paused shortly, struck suddenly with a curious thought. "And I'm guessing you're feeling the timing is right?"

Clark shrugged, helplessly. "I don't know. I just…I cannot imagine my life without her in it. I've tried and I…She means everything to me. I don't want to lose that."

"Or not let her in on it."

"Let who in on what?" Chloe asked as she stepped through the door carrying two boxes of large pizza. Clark and Pete laughed. The girl seriously had the worst timing.

Standing, Pete smiled easily to Clark before turning a charming gaze and smile to Chloe. "You're so nosy, gorgeous. It's just man-talk."

Chloe hitched an eyebrow at him as she set the pizza down on the coffee table in front of them. "Gorgeous?" a disbelieving smile parted her pink lips as she glanced at Clark who looked like he desperately wanted to sink down in her couch cushions. "You two are awfully sweet with the words today. And since you are, I'll try my hardest not to prod you on your 'man-talk'."

"Wonder of wonders, Chloe Sullivan going against her naturally inquisitive grain."

Chloe glared at him now, but there was again no heat in the gaze. "Be nice, Peter, or I won't let you have any pizza."

Pete made a show of grabbing his chest and twisting his face to express pain. "You would deny a starving man food? I'm wounded. I really am. Do you see this, CK? After everything we do for this girl, she treats us like that."

"Makes you cry." replied Clark, dryly.

"Doesn't matter. I love you anyway." Pete said as he moved around to her. "I have to go though. It's late and I'm meeting Lana to study." He kissed her cheek. "I will take a slice to go." And he bent down and opened the box to get it. "Later, CK." He said to Clark who was devouring a slice of pizza now that the box had been opened. "Bye, gorgeous." He said and pinched Chloe's cheek.

"Bye. Tell Lana I said hey." Chloe said. Clark nodded the same. He would have said so, but he was still eating.

"I will." Pete called as he headed out the door.

Chloe sat down on the couch next to Clark eyeing the box he'd pulled into his lap. It was almost empty. Clark met her gaze and shrugged. Chloe simply shook her head and reached for a slice. Clark pinned her with a frown, motioning to the other box, but Chloe ignored him.

"Looks like it's just you and me, Kent." She said softly to him.

"It always is, Chloe." Clark replied, softly, the intensity back in his voice and Chloe felt her throat tighten at the gleam in his eyes. "It's always you and me."