Despite the drastic change in discussion, their walk out of the park and deeper into Westminster was as light and devoid of heaviness as could be. Clark and Lana never had a problem talking about different things, and often took the comfort and fluidity between them for granted. He didn't know about Lana, but Clark knew that for him it was hard to remember that not everybody was as easy to talk to.

As they walked the length of Infantino Street, Lana told him about her graduate classes, zany professors, and grueling projects. He was so proud of her for having the discipline and drive to get where she wanted because there were too many instances when he felt lost, or when overthinking led to inaction. He admired her for that. Lana was graduating in a couple of months, and she'd be on her way to designing and inventing things that would change the world.

"You'd better let me know when you get your work published and patented," Clark told her. "I'll throw you a huge party and put your articles framed on my wall."

"You're so dramatic," she chuckled. "I thought I was supposed to be extra."

"And you are. That would be me responding appropriately to your accomplishments. The equilibrium remains intact."

"Pfft. Nerd."

"Takes one to know one."

"You're an actual five year old. Wait, hold on," she said, stopping him by holding his arm. They'd been walking straight for eleven blocks or so, and now they were standing on a corner next to a church. She pulled him around and led him to the left.

"Where are we going?" asked Clark.

"To your surprise," Lana said with a bright smile, still leading him by the hand. "Or did you forget?"

They were almost to the edge of Westminster leading back into University Town when Clark saw where Lana was taking him. Spanning the whole block was a colossal cylindrical building that reminded Clark of Madison Square Garden, but instead of being flat at the top it was domed. Lana had taken him to S.T.A.R. Labs.

The inside of the building was beautiful, with large, glossy white tiles covering the floors. Everything was streamlined and shiny, giving it a futuristic vibe. The entranceway was forked, splitting to the left and the right a few feet from the doors. On the left was a long path that descended into a clearing with a locked door and an elevator, both exclusively for authorized personnel. On the right was a short spiral staircase that led into a small lobby with a man at the front desk set against the right wall. The open area was flooded with people of all ages, chattering excitedly. There were monitors mounted to the walls above them, showing a virtual tour of the facility recorded jointly by world-renown Doctors Emil Hamilton and Harrison Wells. The facility held massive labs in the lower levels of the west side that conducted research on a variety of disciplines such as biomechanics and nanotechnology, and the entire east side of the building was a museum.

After walking up to the front desk, Lana greeted the receptionist and produced two museum tickets. They showed their IDs and the man waved them in toward the metal detectors. A couple minutes later, Clark and Lana were alone inside one of the elevators making their way up to the third floor. They were enveloped in awkward silence, and Lana was internally freaking out about what he thought. She thought she'd be smug and confident, but even though she assured herself that this was a good idea and Clark would love it, her inability to read his expressions set her on edge. She didn't know when it had happened, but she'd become extremely dependent on his positive reinforcement. Any from him was like discovering an oasis, and right now she was in a desert.

"So, um, there's this showing for the planetarium here in a little over an hour," she said, not meeting his eyes. "I don't know if you're interested or not but it's included in the tickets I got last night after you said you were coming since I figured there was a possibility you might want to go since you've always loved astronomy and might enjoy that with the rest of the science-y stuff in the museum. We don't have to, though, if you don't want to. I've already been."

Clark saw Lana wring her hands and pull his jacket closer around her. He was so enraptured with what he'd seen so far that he hadn't noticed her expectant look until now. Clark could hear her heart beating harder than normal in her chest. She was fidgeting, shrinking, taking up less space than she normally would. The elevator doors opened and he took her hand, leading her out and over to the nearest corner.

"That sounds awesome," he said in a low voice, holding her hand. "Thank you. This is so cool. I've been wanting to do something like this for ages but just never got around to it. If it won't bore you seeing it again, I'd totally love to see the planetarium showing. It means a lot that you thought of it at all. You're pretty damn great, Lana."

Lana hadn't realized when it happened, but she was beaming. She was still anxious, but the tension was gone from her shoulders. Her voice came out with a soft chuckle. "Yeah, I know. Now come on, you dork."

Lana pulled him along into the exhibit on the third floor. Lana followed Clark around and for a while she had no problem guessing how he felt about anything he saw. He was like a little kid in a candy store, stopping to look at every single object and sign on display. He loved the Spaceflight and Applications Satellites exhibits, but his obvious favorite was the exhibit outside of the planetarium dome when they got to the top floor. There was an interactive map of the sky, where they could learn about the millions of celestial bodies that humanity has catalogued. Most people had walked by it with merely a glance, but Lana saw Clark immediately gravitate toward it and whisper to himself about how cool it was. She couldn't stop smiling.

After a while one of the museum's staff gave an announcement that the planetarium showing was starting in ten minutes, and Lana dragged Clark away from the maps to grab a spot inside the dome.

The show went over the theorized history of the universe, principles of cosmology and astronomy, and the speculations on the unknown. It was a surreal experience for Clark, having a very important insight into the unknown but for the most part still being as much in the dark as the rest of humanity. Yet, any feelings of melancholy were abated by the sheer spectacle of it all. He loved every second of the show, and had hugged Lana immediately after exiting the dome. He could barely contain himself.

It was getting dark out by the time they left, but surprisingly warm for a night in early March. They'd picked up some sandwiches on the way back to Lana's apartment, Clark paying like he promised. He figured he would have paid anyway since he owed her for the amazing time he'd had at S.T.A.R. Labs with her, though that wouldn't be anywhere near commensurate.

University Town was still buzzing when they'd gotten in, and Clark had seen lots of couples and groups of friends milling about. Thinking back to college and high school, he realized he hadn't really allowed himself to have those types of experiences and had isolated himself in favor of focusing on school and protecting his secret. Clark had hoped a long time ago that he and Lana could be something more, but he ignored his feelings. He was sure Lana had never shown him any interest in that way. At first, it was annoying to watch her date other guys. The only thing that helped him through the bouts of envy was his mother's constant reminders to consciously think about her happiness first, which he admitted mattered more to him than almost anything else. She alone had the right to choose what made her happy and who, and he'd still be her friend no matter what. Eventually, he'd made peace with it. Even though she'd never said so, he knew she loved him only as a friend. And Clark counted himself lucky that she did. She didn't get attached to people lightly, and the fact that she cared enough to stay in touch this long was everything to him. It didn't matter that he was in love with her.

But Clark still couldn't help but feel awful every time he saw Lana. He knew that despite his close friendship with Lana he was keeping the most essential part of himself a secret from her. She'd been in his life longer than anyone he knew other than his parents, and she still didn't know who he really was. He'd been close to telling her dozens of times, but every single instance was met with a crippling fear of rejection. She meant so much to him, and he knew he wouldn't be able to handle it if their friendship ended over something so important. What if she couldn't handle the shock? Would she even believe him? Seeing Lana after months of no contact was like getting struck by lightning. Then they'd had this perfect day, and he really didn't want to ruin it. But guilt was a motivator.

Right before they got to her door, Clark stopped her. Lana turned to him a little too quickly, eyes large and unfocused. Clark suddenly had the thought that maybe Lana was having her own pressing inner monologue.

"Hey, do you have access to the roof?" Clark asked cautiously.

Lana blinked. "Yeah. Yeah, why?"

"Come on." He pulled her by the hand and led her up another few flights of stairs. The building wasn't that tall, so they didn't have to go far.

"Slow down, will you?" Lana said, a little winded but keeping up with his pace.

They finally got to the steel door at the very top of the staircase, which was unlocked. Outside they were met with a gentle breeze and the low light of the city. The top of the building didn't have much on it save for a large water tower, ventilation exhausts fans, and a few metal beams stacked in the middle of the expanse. Lana was still wearing his jacket, and pulled it around her before setting their bags on the beams.

Clark remained standing a few feet away from her, trying to muster up some courage. But he was too slow.

"I have to tell you something," came Lana's voice, softer than he was used to. She walked back to him slowly and warily, like a child who couldn't tell if their mother was angry or not. Clark met her eyes and tried to decipher her expression. There was apprehension and anxiety, but something akin to giddiness as well. A smile played in her eyes, though it had not yet gotten to her face. He waited. This was not going the way he'd expected.

Lana took a deep breath. She'd been rehearsing what she wanted to say for the last twenty minutes, but wasn't satisfied with anything her brain came up with. Not going through with it was an option. The downside, however, was knowing she'd drive herself crazy with ridiculous "what if" scenarios and trying to find the right time. Caution thrown to the wind, she started again. Lana had a lot to say, and she was going to say it now, for better or worse.

"I can't even remember the last time I enjoyed a whole day like this, Clark. I didn't realize just how fucking much I missed you until a little while ago." She tried to gather her thoughts further, but watching Clark freeze up and give his attention to her was unnerving. She could barely focus.

"I think I was blind to it," she continued anyway. "But every time we'd go a while without talking, I'd feel this sort of withdrawal. I was always worse for it - irritable, anxious, just a general dickface. More than usual. 'Cause you're, like, the best , you know? When you're around, everything is so much better. You're thoughtful...kind, sarcastic, fun. You're understanding, gorgeous, intelligent, and all-around good . I've never met anyone else like you and I don't think I ever will."

Lana's eyes met Clark's but she couldn't keep the contact. She had no idea what his expression meant but still pressed on, hands fidgeting. "A-And you've been my best friend since before I even wanted friends. I mean, I don't know how much more fucked up I'd be if I didn't have you watching out for me. Because of you, I know what it's like to be cared for. And I know that I wasn't always a good friend and I make light of important things too much and I'm shit at talking about my feelings but what I'm spectacularly failing to articulate right now is that you are absolutely everything to me and I am my best self when you're here. So if we keep gravitating toward each other only to be apart for months again I will literally lose my fucking mind."

Her eyes reflected the moonlight and shone brightly. She could feel them stinging. Another shaky breath came out of her. She wasn't done. "I don't want you to leave again. I need you, Clark. I want you, here and with me. And even though I'm terrified of changing what's been perfect between us I have to say I really, really don't want to be just friends. I...I want more than that."

Lana found she couldn't tear her eyes away from Clark's face. His current expression was one she'd never seen before, and she was desperate for a reprieve from the silence. She forced herself to wait.

Slowly, after what felt like a billion lifetimes, Clark's eyes focused on her eyes with a cautiousness that had Lana worried.

"You do?"

She nodded slowly, but the look on Clark's face made his words seem ambivalent, enigmatic. Her heart sank into the pit of her stomach. Clark was trying to let her down easily, but was just having trouble getting it out. Surely that was it. Lana steeled herself. She was a big girl, so she could take it. It made sense anyway. He was too good for her. It was better that she didn't get the opportunity to drag him down. Clark not having feelings for her would be better for both of them in the long run. It would hurt, but he'd still be friends with her, so she wouldn't really lose him. It would be okay.

"I'm sorry," said Lana quickly, earning an almost startled look from Clark. Her hands went up to touch him but immediately retracted themselves before they could. Her fingers flexed oddly. "I just totally dumped myself all over you. Not cool. I didn't mean to make you feel weird or like, pressure you into something. I just-I needed you to know. And now you know. So we can totally just keep being friends. If you don't want to be tied down to anything, or if there's someone else...that's totally fine. All good."

Lana gave Clark a small, strained smile. It definitely wasn't all good. I can't do this, she thought. I just used the word "totally" three times. I think I'm going to vomit.

Lana could feel her chest tightening around a space emptier than she'd ever known. A shiver ran through her arms down to her hands and didn't cease. She looked back up at him, vision almost tunneled. Clark's face changed abruptly, from stony and stoic to relaxed, almost amused. He shook his head, eyes wandering. What the fuck did that mean?

"Blindsided" wasn't even close to how Clark felt, but it was the only word he could come up with for the moment. One second he was in knots trying to figure out how to tell her his secret in the most palatable way, and the next he was interrupted by the one thing he'd wished to hear since he'd met Lana. The immediate elation it fostered in him would have eclipsed the anxiety if he hadn't been completely stunned. It was almost too much.

He looked at Lana. She'd continued before he could form a response, and now he'd given her the wrong impression. Her face was a diaphanous mask, and did nothing at all to hide how she truly felt from him. The hurt, hollowed look that prefaced distance Clark knew too well. She may have said it was okay, but he knew better.

He shook his head, and then finally spoke.

"There was never anyone else."

The redhead looked back up at him, trepidation on display for the whole universe to see. "What?"

"Lana, there was never anyone else." Lana stared at her best friend. Her lips parted slightly, but her voice didn't come. "It's always been you," he said.

Clark's face held a bashful look now, and Lana felt herself begin to relax. She breathed slowly and realized she was now full to bursting instead, still jittery and uncomfortable but in the best way. A smile slowly spread across her face with a small breathy laugh. Lana stepped closer to him. This whole time? she thought. Does he really mean it?

"Yeah?" Her eyes stayed glued to his face. Clark was beaming back at her.

He nodded. "Yeah."

Lana eradicated the space between them in two steps and crashed into him. Clark was so tall that she had to launch herself up to fling her arms around his neck, and his reciprocal embrace kept her off the ground. She hugged him tightly, squeezing with all the strength and gratitude she could muster. The cool night air enveloped them in an embrace of its own. For a moment, they were closed off from the rest of the world.

Clark set Lana back down eventually, but didn't let go. His hands rested at the small of her back. Lana was still looking up at him with an open expression, her own hands still locked around his neck, comfortable and content. Clark couldn't tell exactly what he was feeling, but it was so much . Lana was in his arms, in the way he'd always wanted it. That should have put him over the moon, and for a moment there it did.

But this wasn't how he'd pictured it.

Where would they go from here? Where could they go from here, when Lana had bared herself to him and he still held his most important secret close to the chest?

"I need to tell you something," Clark said finally. Fear mounted, and he had no idea how to proceed. This was looking more and more like a terrible idea, no matter how happy he felt right now. But he owed it to the woman in front of him.

"You too, huh?" the redhead giggled. Her hands settled themselves to caress the hair on the back of his neck.

Clark cherished the look she was giving him. He used it to steel his resolve. "Lana…you have no idea how happy you've made me just now. But there's something I've been wanting to share with you. A part of me no one's ever known. You're my best friend and I don't want to keep it from you anymore."

Lana's hands stopped moving. She blinked, and her green eyes held a darker look that had nothing to do with the lack of light around them. Clark suddenly felt cold.

"Okay," she nodded. "Whatever it is, I'll be here for you. Like you always are for me."

Clark shook his head to clear his mind and took a deep breath.

For a moment, Lana was ebullient. The affirmation that Clark shared her feelings - for longer than she did, apparently - put her on a high she'd never experienced. She'd known little of triumph, always at the mercy of the universe and never in its favor. But for the first time Lana could recall, she tasted happiness.

Then Clark started being cryptic. That wasn't out of the ordinary per se. Clark was open, but not exactly forthcoming. However, the shift in his face put her on edge. Despite the novel feeling she'd immediately begun to cherish, she knew it to be brittle. And she hoped that he wouldn't shatter it now.

"Remember in the show earlier," Clark began shakily, "when the narrator was saying that we don't know if there's other life in the universe?"

Lana nodded. This was taking a turn she hadn't expected. Her hands slid down over his collarbones and rested lightly on his chest. She didn't know why, but she was afraid.

"Well, the thing is…there is," said Clark slowly. "Life. On other planets, I mean. I know because…I'm not from here. I'm from…out there."

Clark pointed up at the sky, and Lana understood that he meant the stars. Her hands dropped to her sides and she shuffled back half a step.

"So you're telling me," she said slowly, "that you're from another planet?"

Clark nodded curtly, his eyes not leaving her face. Lana raised an eyebrow. What the fuck?

She took another step back. "Okay, Clark. You, uh...you're usually better at jokes but this isn't funny. Now come on, what is it?" Her voice low and tone serious, Lana now stared back at him. He was fidgeting shiftily, which wasn't like him. This was all wrong.

He shook his head and gazed off to the side. "I'm so stupid," said Clark, low and mostly to himself. Lana watched and waited, scared, angry, and concerned all at once. Then Clark moved, walking with purpose across the roof. "Don't move. Just watch."

Lana started after him, panicked. "Wait, what-stop! Clark, what the fuck? Just tell me! What's going on? Why-"

"It's okay, Lana. I promise it'll make sense. Just trust me" His expression was hard. He wasn't looking at her.

Trust him? Of course she trusted him. But she could feel her anxiety mounting. It wouldn't allay her fear.

"What are you doing?" Lana extended her arm reflexively, hoping to guide him back, but he was too fast. Clark was already close to the edge of the building and still walking. He didn't slow.

Lana's previous headspace shattered, replaced by a wave of dread that crashed with terror on its heels. The top of the fire escape was on the other side of the roof. No. He wouldn't.

"Clark, stop!"

She was shaking. Her breath came out in short spurts. The words misted in the open air, but it was not nearly as cold as the feeling that hollowed out her ribcage. Clark was a foot from the edge. He didn't stop. No, no ,no.

"Clark, please-"

Lana's body went rigid as she watched with wide eyes. Her heart hammered in her chest. She couldn't move.

NO.

"Clark!"

He jumped.