A/N realized I should prob give heads up this chapter is rated at least a t for some mild, stressing very mild, sexy scenes. Mostly just mentioned nudity. You do t have to read it if you dont want to but as I changed the story rating from k to t thought I should just give a warning.

Kara sat at her desk and stared blankly at the papers in her hand. She was meant to be going over papers for a fundraiser they were throwing for the hospital, Cat and Lena were paying the bill for the new wing but they were also throwing a fundraising party for new equipment and better activities for the children.

It was all for a good cause, and she was very passionate about it, but she couldn't seem to focus. All she could think about was her own personal drama which made her feel guilty and out of sorts.

"Are you alright?" Her head jerked up at the Irish lilted accent. Lena Luthor was staring down at her with a slightly concerned frown on her face and a slight crinkling to the corner of her eyes.

It was probably the first time someone other than Cat Grant had gotten her to respond on the first try all day, and that managed to grab Winn's attention. He sat at his desk and covertly watched the two women, slightly jealous because Kara hadn't said two words to him despite his many attempts to get her to cheer up and smile.

"Ms. Luthor!" Kara blushed for no apparent reason and shuffled a bit of papers on her desk. She was probably giving off a horrible impression, day dreaming at work. And her desk was an absolute mess.

"Lena is fine….are you alright?" She asked again.

"Me uh-" She stuttered and fidgeted nervously with her glasses. "Yes, I'm uh…fine."

Lena stared at her for a moment, as if she were trying to decide if Kara was lying. Something the blonde did not do very well, but she wasn't actually lying, physically she was fine.

"Would you like to have dinner with me?" Kara's blue eyes widened in shock. Her brain did a little melt down and her heart felt like it might have stopped beating for a second or two before suddenly it kicked into overdrive. Even with her super hearing all she could hear was the blood rushing through her own veins.

"I-I'm sorry?"

"Dinner? We can talk about what's bothering you." Lena leaned in and placed a hand on Kara's forehead as if she was feeling for a temperature. "You're a little warm, are you getting sick? Perhaps a rain check on dinner?"

"No- I mean I don't feel sick I-" Kara couldn't believe it. She had thought, for at least a second that Lena Luthor, hottest woman she had ever met, was asking her out. She should have known better. Lena wanted to be her friend, and they had to work together, that was all. She cleared her throat.

"I wouldn't mind having a friendly dinner," almost immediately she wished she hadn't emphasized friendly, she felt ridiculous.

Lena smiled slightly at her apparent nerves. The brunette obviously enjoyed teasing her. "Friendly dinner huh? I can cook you know?" She leaned over so she could whisper so only Kara could hear. "We could see just how friendly we could get." She pulled back with a sly grin, evidently pleased at how red Kara was. Lena couldn't help but be pleased she got the frown off her new friends face. Seeing Kara so downhearted made her chest ache.

"I-what?!" Kara practically squeaked. Surely she had misheard. She was very aware of Winn staring at the two with an open mouth and she could hear Cat's heels clicking on the floor of her office as she walked toward them.

Lena laughed heartily. She turned to see Cat just as the woman opened the door, as if she too had heard her approach. She glanced back down at the assistant and winked. "Relax, Kara, I'm only kidding. But not about dinner, I can pick you up here at six?"

"Six thirty." Cat said, a slight twinkle in her eyes. Kara looked back and forth between the two powerful women, completely unsure about what to say and slightly disappointed that Lena was only kidding. Not that she wanted to go quiet the far with her….at least not so soon, but she wouldn't have been opposed to a date….maybe. She shelved the thought, she knew she wouldn't have the confidence to ever ask and now she wasn't sure which way the brunette really leaned. Kara was beginning to think Lena Luthor was just a huge and harmless flirt.

She noticed Lena was looking at her for confirmation, somehow she thought it was sweet that despite all the confidence she seemed to be showing Lena wanted Kara's verbal confirmation. "Um yes, Ms. Luthor- uh Lena." She quickly corrected. "I'll go to dinner."

"Now that this has been sorted, after you Ms. Luthor." Cat held the door open and they both glanced back and smiled at the confused blonde before it shut behind them.

"What was that about?" Winn asked as soon as the two women were out of ear shot.

Kara shook her head. "I have no idea." She stared at him, well more through him, her brain was still trying to catch up with all the flirting she had just experience. "I think she came to talk with Ms. Grant about the hosp-"

"Not that," Winn interrupted. "All the flirting. She was practically sitting on your desk."

Kara blinked and finally took in his face, his frown and the deep lines in his forehead that let her know he was actually upset. "That's an exaggeration," She told him, though admittedly it wasn't much of one. "But I do like her, Winn." She made sure he took her meaning. He took a deep breath and her chest squeezed as she saw the unshed tears in his eyes. She couldn't lead him on though, he was her best friend and she couldn't return his feelings. It was better he knew now than finding out later, even if nothing ever came from her crush on the Luthor.

She watched him carefully, she half expected him to make some kind of excuse and storm off because he was hurt. He surprised her by smiling up through his pain. "I love you, Kar." She barely stopped from flinching as he said it. But she listened to him without interruption. "I just want you to be happy okay? Even if it's with a Luthor, or just another woman."

"Or a man?" She needed to know he wasn't just fooling himself into thinking she was lesbian. She wasn't. Kara liked people for people, gender was an Earth concept, many world's she had been on didn't categorize their people that way.

"Or a man." He nodded. "I can't always promise not to be an ass, but I can promise to try." He grinned, letting her know he was serious. He was going to try but jealousy could sometimes make people say things they regret later. A lesson she had learned before she and Alex got along. If he was willing to try for their friendship she would be willing to try and be understanding.

"Thank you, Winn." He shook his head and rubbed the back of his neck awkwardly.

"I should be thanking you, I mean…well you know what I mean. You didn't have to tell me how you felt about her, it's personal I get it."

"If I don't tell my best friend who would I tell. But seriously, don't breath a word." She said the last bit quietly because Lena and Cat were both heading back toward them. Winn shot her a look over his shoulder and raised his eyebrows, she glared back at him before smiling over at her amused boss and Lena.

"I'll see you at six, Kara." Lena waved and made her way to Cat's private elevator.

"Six thirty!" Cat fired off after her, Lena only laughed in response. Cat turned and shot Kara a smirk. "I think she's rather fond of you, Kiera." She laughed as Kara blushed dark red and retreated back into her office.

A quick glance around told Kara half the office was staring at her and her blush darkened, she buried her head in her arms and groaned. Winn genuinely laughed.

"Friends don't laugh at their friends embarrassment." She told him, muffled through her shirt.

"Best friends do." He shot back lightly.

~A~

Astra had been out all night. Technically she was spying on Non and consolidating the few aliens she knew was loyal to her and only her, surprisingly it was mostly the non-Kryptonians that had issues with her husband instead of her. The only Kryptonian she truly trusted was Europa.

Thinking about the blonde brought a smile to her face. Europa was an enigma. Astra had known her for so long now, meeting her only a year before they were all arrested and sent to Fort Roz. Back then the blonde had been a quiet, highly intelligent woman dissatisfied with her parents running her life. Astra had considered her to be more of an unruly teen rebelling against her family more than she had any asset in their revolution. It wasn't until after they arrived on Earth that she changed her mind. The woman had been serious about helping save their world, and she carried the guilt and pain the same as her General for their failure.

She pushed open her home door and flipped on the lights. She knew instantly someone else was there, she could hear the soft breathing coming from her bed room. She nearly growled, if Non was in her bed she was likely to kill him. She was already pissed that he was working behind her back to get at Kara. He seemed to think she was stupid.

She got closer to her door and pushed it open, a scathing remark poised on her tongue. It died at the sight.

There was blonde hair scattered about her bed, the woman she had only just been thinking about was resting on her stomach sprawled out over nearly the entire mattress. Her white sheet was spread over her lower back and buttocks but the rest of her creamy white skin was exposed.

Astra's mouth went dry at the sight, she had given Europa unprecedented access to her house but she never expected to find her naked and in her bed.

"Great Rao." She groaned and took a step towards the sleeping figure but just as quickly stopped herself. She clenched her fists at her side so hard her fingernails pierced her nearly impenetrable skin, it immediately healed but the sting reminded her to breath.

Europa stirred and moved like she was going to roll onto her back. Astra used her super speed and held the woman still with a hand pressed to her bare shoulder, Europa struggled at the sudden hold and only stopped when Astra whispered her name.

"Astra?"

"Do not roll over." She told her in a clipped, strained tone. Her restraint was only so much. She had long fought her attraction for the blonde, because she knew she harbored strong feelings, feelings Astra wasn't sure she wanted any part of. She didn't want to love again.

"What? Astra?"

"Your not dressed." Astra knew she was digging her fingernails into Europa's shoulder but she either did that or something she was afraid she might regret later.

"I took a shower, I was tired….are you okay? Did something happen?" Astra removed her hand from the woman's shoulder and blew out a breath of relief as she pulled the sheets up to her chest and moved to sit up on the bed. She was moderately covered but it left Astra wishing she had bought a different color, she took another few cautionary steps back. The blonde looked absolutely stunning in white, stunning and innocent. She bit her lip as hard as she could and recounted the human periodic table. It didn't help, she could still feel those blue eyes burning into her.

"Astra I-" The blonde had meant to apologize if she had overstepped her welcome, but she never got the words out. She could barely track the movement, one minute Astra was a few good feet away from her, eyes tight and breathing heavy and the next she was right in front of her.

Breath left her lungs as she waited for the woman to move. Astra's hands gripped at her bare shoulders again, flexed there once then twice. She let out a harsh breath, cursed and the next second she was pulling Europa towards her. She could feel the darker woman's breath on her lips and her mind begged her to cover the last bit, she couldn't do it for her. Astra had to be the first to move, she already knew how Europa felt. Even if all she was offering was a single night of sex her General knew she would accept.

She searched the impossibly dark eyes holding hers, tried to plead silently through her own.

Finally after what felt like an eternity of waiting Astra covered the last little bit separating them.

The first touch of her lips sent white hot desire shooting through Europa's body. She let the sheet fall away from her, not caring that it left her exposed as it pooled at her waist. She reached up and threaded her fingers through dark tresses and tried to pull Astra closer. Tried to deepen the kiss but it was just enough force to startled the woman and cause her to pull away.

A sobbed nearly ripped from her chest as Astra moved back, she didn't force Europa's hands from her hair but she moved her own and created enough distance between them for her to gather her thoughts again. "We can't do this." She told the blonde sternly, doing her best to keep her dark eyes leveled on the teared filled ones before her and not let them wander to the exposed skin bellow her collar.

Europa released her hold on her but quickly grasped a hand before she could fully pull away. She made no move to cover herself, instead she brought Astra's hand to her bare chest, refusing to let her pull away. "Feel that. It's yours. It's been yours since Krypton, Astra."

It took a minute for the Kryptonian to realize she was speaking about her heart. She could feel the quick 'thump' of the organ just bellow her palm. Europa held her hand there for a beat longer and Astra couldn't help but rake her nails against the flawless skin beneath her hand. Europa shivered involuntarily and she couldn't help but let her eyes wander down to where her hand rested and back up as blue eyes fluttered shut under her gentle scrapes.

"This…is a bad idea." Astra whispered. Still she found herself leaning in back toward the smaller woman.

Europa let go of Astra's hand and pushed strands of hair away from her face before framing her jaw with her hands. "Please, Astra. If one night is all you can give me. Please…"

For a moment she thought the dark, stubborn woman would give in to her obvious desire. Her breath caught, her eyes darkened even more. But she used the will power she was most famous for and pulled away. She reached down and pulled the sheets back up to Europa's chin.

She didn't shy away from the heartbroken blue eyes staring at her. Instead she reached out and stroked her flushed cheek.

"Not now, when this is over, when Non's treachery is dealt with. Then we will revisit this." She promised, her stomach churned at the hopefulness she saw behind the eyes staring out at her in muted shock. She didn't want to promise something she couldn't deliver. She wanted Europa, desired her, loved her even but she wasn't sure she could handle being in love again. Even after all these years she didn't want to risk her heart to the heartbreak that had led her to give up Kara. "Europa, I don't know if…..if I can do an honest relationship again. What I had with Kara's father…."

Small hands reached up and held hers. Europa's warmth seeped into her through their joined hands and she leaned forward and kissed them. "I don't want to replace him, Astra, I never did. I just want you to make room somewhere in there for me. Somewhere, in any way you can." Blue eyes turned slightly sad, still determined but they lost their hopeful shine. "Even if you never love me the way I love you. Please don't ask me to stop."

"Everyone I've ever loved has died, Europa." Astra said quietly, she bent her head and hid her expression behind her wild main of hair.

"Not everyone. Kara is still alive."

"She won't be for long if we don't do something about Non." The tone of her voice let Europa know Astra was done talking about love and romance. She was done being vulnerable an open. Now she was solely the General, or at the very least a mother ready to protect her child from anything.

"Then tell me what my General requires of me." She whispered softly, finally releasing her hold on the proud woman. She had hope now, hope that perhaps one day Astra could grow to love her as she did her. If nothing else at least she now knew the woman desired her. It gave her enough confidence and hope to do whatever she was asked. Because in the end she would make sure Astra was the one left standing, even if it meant she had to personally kill Non.

A/N; Not sure I'm very good at writing romantic scenes. At least not like I wanted to do Astra and Europa. This was the closest I could get to how I pictured it in my head. Hope it was worth the wait.