Always a quick study, Chloe begins to work his flesh like a pro, applying enough pressure to reduce his confident tone to warm, erratic moans in her ear.

Gazing down at her wide eyes fixed upon her work, Lex realizes he's never been more aroused as he is in this moment. To watch Chloe Sullivan slowly take the steps towards maturity, timidly and tenaciously embracing this journey with him as her guide proves all most too much for him to bare.

Needing to seize back the reigns of control, Lex slides his hands over her silk, cupping the peaks of her breasts he summons a soft moan from her lips. Running his long finger beneath the left shoulder strap, he begins to glide the soft fabric off of her form, excited to see her beautiful shape only silhouetted before.

Feeling suddenly vulnerable under his gaze, his hands so skillful in bringing to life her most dormant desires, Chloe focuses on trying to shift the focus back to him, trying to keep him from venturing to that spot she fears he'll go.

Ever curious about the anatomy so different from her own, she tries to bring herself to do the task she knows he wants, the one she knows he won't ask her for.

So desperately she longs to please him, wants to be seen as equal among the others who have shared his bed, yet with all of those reasons plaguing her mind, she cannot will herself to take him into her mouth.

Defeated by her own fears, her own inhibitions regarding that which she has yet to experience paralyzing her in the moment, she draws in her breath making herself take a tiny step towards the forbidden.

Gripping him gently, she lowers her head towards his thickness, locking her eyes tightly as she plants a soft kiss upon his swollen flesh.

Quickly bringing her eyes to his for approval, she's met with his hand lifting her chin.

"Chloe," he says, looking into her beautiful green eyes. "I want you as you are, not for what you think you need to be."

Sliding her hands away from the task he knows she doesn't want to do, he eases her onto her feet, lifting her gently and carrying her to the center of the bed.

Soothing her with his powerful lips, she can't help but fall under his spell, allowing her body to slide down and nestle within the soft down pillows, her toes curling as they slide beneath the exquisite sheets.

"Love me," she whispers, her wide innocent eyes making it hard for him to tell if it's a question or a request.

Answering them both, he promises "always," kissing her again, his hand sliding against the soft silk, caressing her hourglass form.

She holds her breath, feeling his lips glide down the curve of her neck, his warm breath tickling her as he teases the delicate skin fluttering with her rapid pulse.

The flowery scent of her perfume lingers on her skin, teasing his nose as he indulges in her flesh. Working his hand beneath the soft gown, he graces her tender skin with his fingertips, nuzzling his sweet lips back up to nibble on her ear.

His powerful hand ventures up to the soft curve of her breast, the blush pink center chilled by the sensuality of his touch.

Her flesh fits perfectly in the palm of his hand, the warmth of his touch seeming to ignite a flash of fear and a rush of excitement within her. Drawing in a quick breath, he eases her mind with his soothing voice, assuring her quietly, "it's okay."

As Lex cups her abundant breast, his thumb rubbing over the sensitive peak, she holds her eyes closed, the beating of her heart filling her ears.

Trying to push past the way she feels, needing to disguise her apprehension by displaying her own passionate drive, she makes her hands go to him.

With trembling fingers she frees the remaining buttons to his shirt, gliding her hands up his chest before sliding the shirt free from his shoulders.

Keeping his eyes locked on her, he pushes up to his knees, stripping himself of his shirt, tossing it quickly to the other side of the room. With the glimmer of light reflecting in his eyes, he takes her hand to his lips, kissing it gently, romantically gesturing that his intentions are true.

Moving slowly, he graces the beautiful shape of her form with his fingers, lifting the silk gown from her body as he glides his way back up her up-stretched arms.

Finding her lips once more, he feels her pressing her body to his, seeming to want to hide from his eyes.

The way she clings to the small of his back as they kiss, he feels the hesitancy in her lips, senses the doubt in her mind.

Pausing to ask that which he feels he must, he locks eyes with her, needing to know, "Baby, are you sure?"