"Don't look down." Superman said.

Above the rush of wind around them Lois barely heard it. She rolled her eyes, already craning her neck to look in every direction, including down; she was determined to take in everything.

She wasn't afraid. Superman was holding her. She knew she was safe.

"I'm fine." She assured him.

"Don't look down."

Batman glared at the blue and red clad hero; he was reluctantly resigned to the necessity of being carried but he would not be patronised. "I jump off of buildings every-other night Kal. You can save the coddling for the civilians."

"Don't look down."

Wonder woman frowned at her friend. "I fly an invisible jet Superman. I am accustomed to looking down from a great height."

"Don't look down."

Green Lantern snorted. "You know I'm a test pilot, right? I once ejected myself from the cockpit of a plane as it was plummeting to the ground in flames and had to freefall for twenty seconds before I was clear enough of the debris to open my chute. This is nothing."

"Don't look down."

Robin squealed with laughter at the superhero who was carrying him. They were steadily rising and the acrobat was loving it. "Are you kidding me? This is awesome. Look at that view!"

"Don't look down."

"I won't" Flash muttered, clinging closer to the other hero, eyes squeezed tightly closed. "We're landing soon though, right?"

"Yep, as soon as possible."

"Don't look down."

Pete glanced at his friend's face.

It was reassuring to know that even after all this time Clark would still come rushing to his aide if he called for help. As his oldest friend Pete was always on the list of people the Man of Steel kept an ear out for just in case.

"Still scared of heights hu Clark?"

Clark just groaned, keeping his eyes focused on the horizon in front of him. "Don't look down." he muttered to himself again.

A few moments later he allowed himself a hiss of frustration. "This is so stupid. I'm Superman, I should be over this by now."

The other man snorted in amusement. He had spent a very long phone conversation roasting Clark about that name when the media first started using it.

"Why because your magic cape makes all your fears go away? I know your mom made you this by the way."

"Because it doesn't even make sense." Clark argued, refusing to confirm or deny the cape comment. (It was true) "I can fly and even if I suddenly couldn't anymore, and I fell to the ground, I'm invulnerable to harm. It wouldn't even hurt me."

"The average house spider can't hurt a human but my mother still locks herself in the bathroom when she sees one. Phobias are irrational by definition Clark. It doesn't have to make sense."

"It's ridiculous."

"So is pretending to wear glasses."

"That's a disguise."

"No, it isn't. You just think they make you look smarter."

"I do not." (He did.)

"You know what would make you look smarter? If you weren't always tripping over your own feet."

"That's also my disguise."

"Oh no. Don't pretend you do that on purpose. That's just proximity to Lois Lane making you go gaga." Pete had only actually met the woman a handful of times but Clark's infatuation was clear as day.

"Is not."

"Is too. You were exactly the same around Lana."

"I was not."

"And don't even get me started on your super pose."

"What super pose?"

"You know the one; hands on your hips, head held high, chin tilted, stern disapproving glare at captured criminal. The one that's so famous they built a statue of you stood like that."

Clark felt himself blush. "What about it?" He wasn't sure why he was asking. He knew exactly what his friend was saying.

"That's your mothers pose." Pete laughed, confirming Clark's fears that he had been caught out.

"I don't know what you mean." He denied anyway.

"I can almost hear her voice every time I see a clip of you doing it." Pete sniggered, raising his voice to imitate Martha Kent's angry voice "Clark Joseph Kent you are in big trouble young man."

Clark barked out a laugh, admitting defeat. "I can't help it. Whenever I need to look authoritative as Superman that's just the pose I fall into. It's like an instinct."

"Makes sense." Pete admitted, still laughing "I used to get chills whenever she stood like that, as soon as her hands landed on her hips, I knew we had messed up and were in for a scolding."

Clark was laughing wildly now. "Do you remember when we accidentally flipped the tractor trying to jump it up that ramp like Evel Kenevel?"

"And she was so mad she added in a finger wag as she reprimanding us. Oh man I thought we were done for."

"She never so much as raised her voice, but that pose scared the crap out of me every time."

"Me too."

The caped hero let out a sigh of relief as his feet touched the ground at last, his internal balance system shifting back to normal gravity. He set Pete down.

"Thanks for distracting me." He smiled, knowing full well what the other man had been doing.

Pete smiled back "Anytime man."

It was a long run back to Metropolis, but now that the emergency was over, flying was no longer necessary and Clark's feet would not be leaving the ground willingly again until the next one. He really hated flying.

….

I never watched much of Smallville but I vaguely remember there being something about Clark being afraid of heights. I thought it would be interesting if it was something he never got over and had to deal with as Superman.