A/N Once again I want to say thanks for the replies! I absolutely love this pairing and I don't know why TPTB never once took it there. I mean especially with everything that is going on now. This chapter is shorter but it sort of just came to me. Hope you like.

It's All In The Timing

Chapter Three: The First Time

In all the time that she had ever known Clark he never once kissed her.

She had kissed him a multitude of times. She had pressed her lips against his, desperately attempting to engage him in the timeless ritual and only once had he kissed her back of his own freewill. Only once had he returned her ardor with as much passion as she had put forth. But then again the world looked to be coming to an end and so what else could he have done? Why push away the warmth of another when you may never feel that warmth again? You don't look a gift horse in the mouth!

But Clark Kent had never once initiated a kiss with her unless red kryptonite had been slipped in his front pocket. So it didn't seem wrong to her as she gave into the kiss to allow her fingers to drift over the fold of his jeans pocket. Dipping her fingers inside under the guise of pulling him closer she felt around but found nothing.

His lips were soft but insistent. He was gentle but demanding as he gave at the same time taking from her as much as she would give and she wasn't holding anything back. She had waited years for this moment and the instant that he pressed his lips to hers she returned his affection. This moment may never come again and she didn't want to look back on this and realize that the first and only time he had kissed her she had immediately pushed him away.

Oh she would eventually. If he didn't do it first that is. Clark had always been known for his rational thinking and this was anything but. But for the moment… just this moment she allowed herself to just be here. She felt as his hands drifted to her face, cupping her cheeks. The pads of his thumbs moved across her flesh creating a permanent blush on her skin. His tongue brushed her bottom lip before pushing past the barrier and finding the inside of her mouth. Sweeping across her own tongue the thought that he still tasted minty floated across her mind before she forgot everything once again and remained in the moment.

Her hands drifted to the bottom of his red shirt as she grabbed the fabric in her hands holding onto it tight… holding onto him for the first time not afraid to show him how she wished she could've held him years ago… how she had yearned to hold him as the years went by and suddenly she couldn't just be in this moment as words from years past filled her mind.

"…Yeah, let's never talk about that again, okay? Look, Clark, as much as I'd like to blame the pom-pom juice for this, I obviously still have those feelings in me somewhere."

The look on his face told her everything that she needed to know without the words that had followed… he didn't want to break her heart but he wouldn't tie himself to her just to keep the pain at bay.

"Chloe... I wish I felt the same way, but I don't. At least not right now."

And suddenly the pain that she thought she had buried was so fresh and raw. It tore at her heart and made her ache and she was pushing him away needing to put distance between them. One hand over her heart, the other covering her lips, there were unshed tears in her eyes as well as a million questions all asking the same thing. "What the hell was that?"

He was staring at her not sure how to explain what had just taken place. It had not been his intention to kiss her at all. In fact he had no intention of showing her his feelings, not tonight… perhaps not ever. Their friendship had endured so much over the years that at this point it seemed almost impossible to cross that invisible line that would forever separate them from being something more. But when she looked up at him, not truly understanding the meaning behind his words he found that his body was moving and not giving his mind time to catch up and suddenly he was kissing her. Trying to show her just how important she was to him and everything that he was. And he knew that it wasn't right. He knew that he was being impulsive and rash and that perhaps he should take a step back; take a step outside of himself and think about the consequences but then she was kissing him back without hesitation and all the consequences flew from his mind. And for just a moment he was kissing her and she was kissing him and everything made sense finally. Finally it all had come together in perfect harmony; and then she was pushing him away and giving him that look and asking him that question…

'What the hell was that?'

He exhaled a deep breath, feeling the rapid palpitations of his heart within his chest. "A kiss," he answered for lack of a better reply. There was just a hint of a smile on his lips that refused to go away as he looked at her flushed face and tousled hair where his hands had been a few seconds ago. She was all aglow and it was because of him and that kiss. He took pride in that even if it came with a price… a heavy price by the way her eyes began to shine with tears. "Chloe I'm…"

She put up her hand before he could finish. "Don't… just don't. I don't want to hear your apology. I don't want to hear your excuse." Putting her hand over her eyes she exhaled a deep breath. "I just want you to go." The words were soft.

"Chloe… please let me…" He took a step forward and she countered with a step back.

Allowing her hands to drift from her eyes to right beneath her lips she shook her head again. "I'm serious Clark… just go." She replied not willing to hear him out, at least not tonight. "Go and save the world from mass destruction or get a cat out of a tree just go."

He nodded slowly. He could have supersped right out of her apartment; instead his steps were slow almost as if he were waiting for her to call him back to her. But she didn't. She simply watched him as he walked out.

It wasn't until after the door had closed and she realized, as she looked around her empty apartment that she was alone, that she was crying as she felt the tears on her cheeks. Coming around the counter she spotted his jacket still hanging precariously halfway off her table. Grabbing it up in her arms she brought the material to her nose and inhaled the scent that was all Clark Kent. And as she collapsed on her couch, curling up with his jacket she felt the faintest of smiles come to her lips even as the tears insisted to flow… because in all truth she had waited practically her whole life for that kiss… and it turned out to be so much better than anything she had ever imagined even if she never felt it again.