Clark sits hiding his face in his hands, not able to think about the next several months, not able to even think of the next few minutes. Surely this is a dream, a horrible nightmare, one he is certain to wake from at any moment.

"Here," Chloe says, handing him a glass of water. "You need to try to calm down," she soothes, seeing his chest rising and falling much too rapidly.

"How did this happen?" Clark asks, peering up at his friend with defeated eyes, pleading with her to find a loophole to his predicament.

"Well, I'm not exactly sure how things work on your planet, but you have had a decent amount of sex."

"I don't have a...womb!" Clark says, suddenly aware of the tone of his voice.

"How do you know?" Chloe asks, seemingly intrigued at the prospect unfolding before her. "Gosh, how cool would that be if men could carry the babies for women on this planet?"

Clark hides his face again, generally freaked by the systems of his alien body.

"Well, I guess the baby is Lex's," Chloe says, finally allowing the weirdness to seep into her psyche.

"Oh God!" Clark moans again, suddenly feeling more freaky than before.

"What did you think?" Chloe just has to ask, infusing her own human knowledge about reproduction to a situation that is anything but.

"Well, you were there, too," Clark says, batting his eyes at her, the memory of their threesome needing to be split into pairs in his mind.

"Yes, but I'm not the one knocked...uh, I'm not the one that's pregnant," she stammers, oddly feeling strangely that she's not.

"But Lex and I just-" he begins, unable to finish his sentence.

"You just what, Clark? Had sex?" she says bluntly, always making him face the things in life he tries to avoid. "You and Lex and I all had sex. But must I state the painfully obvious? He's the only one out of the two of us that is equipped to impregnate someone."

"But...," Clark tries to interject, stopping short as his mind still tries to wrap around the 'hows' and 'whys'.

"Yes, Clark, you took it between the cheeks, not the conventional way to get a bun in the oven," Chloe stops, a light bulb igniting over her head. "You know, I have been wondering about something though."

Clark raises an eyebrow, puzzled that once again he is not inside Chloe's mind.

"I mean, you're supposed to be made of steel or something, but somehow Lex was able to tap that ass. What gives? Am I'm gotta have to get you the 'Buns of Steel' series for your baby shower to keep rich boy out of your tailpipe?"

Embarrassed, ashamed, desperate, and confused, Clark peers up at the only pair of eyes that know absolutely everything about him and asks, "What am I going to do?"

X x X x X

Clark lays cradled beneath Chloe's sheets, not wanting to go back to the life that suddenly seems set on a different course. As if he didn't feel odd enough in his skin, he now has another reason to feel different, another reason to have to hide away from the world.

"So, can I get you some pickles and ice cream?" Chloe asks, not really meaning to be such a smart ass, but unable to resist kicking a dog when its down, feeling often kicked and down herself.

Barely hearing her sarcastic question, Clark's long fingers play with the loose thread of her bedspread, too lost in his own world to let her words affect him.

Looking over at her devastated friend, Chloe's eyes soften, sensing perhaps she should cool it and lay off.

Pulling up the blanket, she lays down beside him on the bed, letting her body spoon up against his. "I'm sorry," she whispers, feeling at this instant the exact same fear he feels himself, worried beyond words about her period being late by a week and a half.

Barely able to visualize anything beyond this moment, she closes her eyes tightly, forcing her regretful mind recall the event that seemed to happen in another lifetime. An act she can't help but feel was played out by someone else.

The way his eyes meet with hers both frightens and thrills her, making Chloe want to both cover and reveal herself in the same instant. Her suit already falling away, piled against the thick asian rug resting beneath the four poster bed, Chloe only remains covered by her blush covered bra and panties, warmed by the few glasses of bourbon flowing through her, and her friends hands allover her body.

Never would she have imagined allowing herself to be so exposed, even to Clark, much less the pair of the green eyes that seem to be able to see right through her. However, alcohol apparently has quite an affect on her, and she's not about to fight away the advances of the beautiful man before her.

Unable to contain the passion brewing within, every single inch of her flesh feeling suddenly aflame with her own desire, the breath escapes her lungs, expelling the most arousing noise that seems to please both men whose eyes are fixated on her.

The pleasure evident in her expression makes Clark want to explore her more, his large hands engulfing her petite frame as she writhes against his touch.

Closing her eyes to hide from his gaze, she still feels Lex's eyes upon her, seeming to truly delight in watching her reaction to Clark's touch. Yet, there is that part of her that secretly longs to show him more, yearns to feel his hands upon her, too.

Wanting to hiss out the word 'yes' from her lips, spurring Clark onward, and Lex to join in her seduction, she bites her tongue, fearing just what aphrodisiac may have entered her system to make her think such thoughts.

Thankfully her mouth is soon occupied with Clark's tongue, teasing and tempting her with its succulent taste. Kissing him back she locks her hands into his hair, gripping the man she so long dreamed about, while opening her eyes to lock with the one she never considered.

Batting her eyes, hoping he may somehow be able to read her signals, she clings to the arms of her friend turned lover, while inside longing to feel Lex's lips meet with her own as well.

Wresting with the buttons of Clark's shirt, Chloe's nimble fingers glide against his seemingly perfect chest, wanting to press herself into him, needing to feel him hard against her flesh.

On display for the intriguing man still practicing restraint, she brings her moist mouth to meet with Clark's nipples, her eyes curious to see if Lex approves of her skills in the bedroom.

Pushing her hands hard against his chest, she takes control of the situation, fueled by the slight smile creeping across Lex's face as he sits in the pool of moonlight.

Pinning Clark against the bed with her weight, freeing his belt from the loops as she straddles his waist. Indulging in a more passionate kiss, she locks her eyes shut as she pulls strength from down within to continue her play, her heart pounding so hard in her chest she feels it may burst.

Clark's strong hands cradle her delicate cheeks, his head pushing up to punctuate the passion in his kiss. Her nails dig into the luxurious sheets, grabbing hold of the fine bedding she prays will soon be rolled upon by three.

Feeling suddenly possessed to prove she can dominate, she pulls his hands from her face, holding them firmly in place above his head, her beautiful eyes warning him to not move, despite the fact she knows she's truly powerless to his abilities.

Leaning up and stretching her back, she reaches around to her back and unlatches her bra, revealing to both men her abundant bust erect against the chill in the room, and the heat brewing within her.

Clark slides his finger up to touch the blush colored peak, a sensation that makes her hand long to touch the other, her hips instinctively moving against the warmth of his body beneath her.

He moans, her motions simulating that which he is eager to make real. Shifting his body, he gently thrusts up against her, making her head fall back as she clings to her own breasts.

The beats of her heart radiating in her eardrums, she tries to visualize her next five moves, scared to death any moment she may wake up and this will all have been a dream.

"How exactly does a threesome work anyway?" she thinks to herself, suddenly struck with a case of stage fright. The idea of being the only woman in this kind of show certainly could have its advantages, yet, some of the positions entering her mind make her start to visualize things that turn her pale cheeks red.

"Relax," he breathes into her ear, soothing her as his perfectly manicured finger caresses the curve of her face.

Snapping her green eyes open again, Chloe stares into the eyes of Lex Luthor, feeling hypnotized by the man whose touch makes her weak.

"What do you want me to do?" he whispers, the warm scent of scotch on his breath that hovers in the air tickles her earlobe ever so slightly.

Bringing her eyes back to meet with Clark's, whose hands softly caress her tiny waist, he assures her without a word that neither of them will do anything she'll regret.

"I...," she begins, not even sure what words were going to follow after.

"Shhhhh...," Lex whispers, his quiet demand answered with a single nod.

Softly her breasts are warmed by his experienced hands, the skill beneath his belt evident in even the simplest task.

Clark's hips continue to writhe against her, hoping to calm her evident fears by making her feel the pleasures his body can provide her.

"Where else do you want me to touch you," Lex quietly asks, sweeping the wayward lock of hair away from her wide eyes.

Paralyzed by her own desires, she cannot allow her better judgment to win out. Placing her hand on top of his, she lets her eyes fall to the only article of clothing still covering her and whispers, "touch me."

Clark and Lex lock eyes, both ready to work together to please the girl filling the space between them, each seeking a little something different from the seduction.

Clark wraps his arms around her back, cradling his hands around her shoulder blades as he lifts her like a feather, laying her softly against the down pillow. His full lips press against hers again, smiling, he whispers, "it's okay, Chloe, I promise."

Soothing her with his hand, ever so gently he brushes through her flaxen locks, calming her with how tender, and powerful he can be in the same instant.

Keeping her transfixed by his beautiful stare, she cannot break contact as she feels Lex slowly slide her lace panties down her hips, exposing her fully to both men's willing hands.

"Oh God," she breathes, her shaking knees suddenly finding eachother.

"Trust me," Clark says, locking his fingers within hers, not allowing her to look anywhere but to him.

Lex's hands slide up her bare thighs, softly caressing the curve of her hip before laying a gentle kiss on her navel.

Tense, she tightens her grip on Clark, truly not knowing what might come next.

Covering her exposed chest with his own, he leans in towards her, dizzying her perplexed mind with a perfect kiss.

As she floats along the plane of delirium, she does not feel her panties take the rest of the trip down her legs, finally being eased off her perfectly painted toes before falling upon the rug next to her skirt.

With Clark's hands still locked upon hers, Lex's slide between her knees, slowly parting her creamy white thighs with his skillful, seductive touch.

Determined to keep her mind occupied on that which she feels is safe, Clark's tongue slides into her mouth, playfully teasing her as Lex's long finger slides into place.

She moans into Clark, forcing her eyes to stay closed as she still fears she's enraptured in a dream, or perhaps a pornographic video.

Clark's free hand slides down her skin, his lips and tongue still indulging in her as he nestles his fingers into her curls, joining Lex in the warm place moist for his arrival.

Unable to contain herself, she repositions her knees up, letting them fall open for the men ravishing her with their beautiful and talented fingers.

Together they work in unison, moving in and out, twisting and circling inside of her. As she writhes against them, urging them to push in deeper, the pair intertwine their fingers, each spreading her tightness by employing two didgets each.

Losing herself in the moment, she bites down on that which she thinks is her own lip, only to realize she no longer can feel where she ends and he begins.

Spinning into a blissful oblivion, she curls her toes into the sheets, finding herself pulling hard against Clark's hair as their kiss quickly becomes more intense.

A thousand times over she wants to scream "fck me," truly not caring which one answers her demand. Yet, something in her refuses to let her speak, needing almost to be taken slowly, loving and loathing every single second that passes.

Sliding out of her slowly, Clark's fingers are quickly met with Lex's warm mouth, eager to delight in the sweetness of her. The sight and sounds of the pair sharing such an intimate part of her fills her mind with wonder on how different the two of them might taste, all of her inhibitions about oral sex suddenly flying out of the window.

Pulling away from his kiss, she locks eyes with Clark, her determination to please him as he has been pleasing her evident in her stare. With a simple wink he assures her all in due time he will find his release, but for now, she is the one who shall be rewarded.

Without warning, Lex's moist fingers exit her mound, both of his hands gripping her parted thighs as he allows his tongue to delight in the decadence he sampled straight from the source.

Feeling as though she has been struck by lighting, Chloe's eyes begin to see only black, Lex's skillful tongue finding the perfect spot to tease, sending her soaring to a place she's really only read about.

Clark's lips curl into a smile, truly delighting at the image of Chloe on the brink of an orgasm, also finding pleasure in watching Lex take her there.

Clawing into the bed beneath her, she fights against the urge to scream out, unsure which name would come to her lips first. Feeling as though she may shatter any moment, her body quivers with unparalleled ecstasy, thrilled beyond measure by the tongue that just will not quit.

Sliding his open shirt off of his arms, Clark adds to the ever growing pile of clothes heaped upon the floor, knowing soon he will be taking the lead in this performance.

Whimpering like a wounded animal, Chloe takes in little gasps of air, needing the torture to stop, while also praying this ecstasy will never, ever end.

Taking her just to the brink of delirium, Lex slides out from between her legs, freeing the space for Clark to occupy. The two men's eyes lock, communicating on a level far beyond simple words. Aroused by the sight of Chloe in the throes of passion, Clark places his large hands beneath her bent knees, sliding her to the edge of the bed before picking her up to wrap around him.

Frightened, but excited, she allows him to handle her as though a rag doll, clinging to his broad shoulders as her body still quivers from Lex's touch. Instinctively her shaking legs wrap around his waist, her eyes widening as she feels him tease her entrance with the part of him eager to enter her.

Her bare breasts pressed against his heaving chest, she laces her fingers into his hair, letting her green eyes reflect in his own as she breathes out her demand: "take me."

In one brisk motion his powerful arm clears the night stand of the lamp, sending it crashing towards the ground. Driven by the pounds in the chest pressed up against his, he slams her down onto the ornate side table, jamming himself deep into her, robbing her of her bated breath.

Surprised, but aroused, she grips the wood beneath her, paying no regard to the elegant vase that is rocked off the night stand by his powerful thrusts, only truly able to hear her own ragged breaths, and his moist flesh slapping up against her own.

Seeing something residing in Clark's eyes she's never noticed, an emotion beyond lust, beyond passion, something so raw and beautiful she only seeks to fuel it more, needing to see that curious flicker ignite into a flame that will burn only for her.

Wrapping her arms once more around him, feeling his muscles flex beneath his beautiful glistening skin, she's quickly startled by another pair of hands equally excited to feel the perfect man between them.

Letting her eyes meet with Lex's, she locks her fingers onto one of his hands, clinging to Clark with the other. Her talented mind races, trying to work through just how this act may continue, panic striking her heart as she fears she may no longer be the main attraction.

However, she's able to find peace in the confident and charming eyes of Lex, his calm demeanor able to soothe her, and welcome her into these deep, uncharted waters.

Leaning into her, Lex lightly presses his lips against those of hers expelling exhausted breaths. Tightly closing her lids, Chloe tries to push away the guilt she feels to be kissing a man while another one is deep inside of her.

Gripping with her hands two men as different as black in white makes her feel as though she's a splash of gray, there to blend away the harsh lines between sex and love, and right and wrong.

As Clark pauses within her, letting his lips join into the kiss lingering between the unlikely pair, Chloe realizes she has somehow been swept into a scenario far beyond what her mind can fathom. Surrendering to it, she lets her body be a brush on canvas, lead by the one whose eyes are locked on hers. Swallowing away her fears, embracing that part of her that will always be curious, she follows down the dark path, needing to know where this odd journey may end, letting regret disappear until tomorrow.

Drifting back into the present, Chloe shields herself with the blanket, trying to rid her body of the chills running through it. Hoping to find a moment of peace, she listens to Clark's shallow breaths, finding a sliver of comfort in the way their chests rise and fall in unison.

Needing to connect with her friend by her side, she gently lets her hand slide down to his stomach, feeling his body flinch before allowing her to slide beneath his shirt and rest against his flesh, all the while wondering just what might going on inside her own body.

Seeing the tears she wants to let fall trickle down from Clark's eyes, her heart suddenly sinks, feeling that regret she tried so hard to push away, knowing they both must face the consequences for their actions.

"Miracles come in odd packages," she whispers, barely slicing the silence with her quiet tone. "Sometimes even in red flannel ones," she adds, letting her lips gently press against his slightly stubbled cheek.

"We'll get through this."