twenty minutes later:

clark walked outside the batheroom after a quick shower, turning the handle he walked into his room

stopping to see lana halfway dressed.

lana let out a scream of suprise

clark stood frozen to the spot, too embarrassed to move

"clark!" lana yelled

clark came to his senses and quickly closed the door, cursing himself for his stupidity

"sorry" he said through the door as he slid down the wall he was leaning on

images of what he saw flashed through his mind, making him gulp.

lana opened the door, now fully dressed

clark stood up, running his hand through his hair

"im sorry lana i-i should've knocked" he said

lana looked at clark, mainly because of the fact that he wasn't wearing a shirt

"clark, its fine, just remember to knock next time, o.k?"

clark nodded

"ill be downstairs setting up the suprise"

clark nodded again, making lana smile

she walked past him and down the stairs, as clark went into his room and closed the door

two minutes later: (clark had to dress normal speed or it would've looked suspicious)

clark hopped down the stairs two at a time, landing on the last one akwardly

he walked outside, looking around to see lana lead two horses towards the front of the house

he smiled and walked over, taking the lead of one of the horses.

one was chestnut, and the other was white

clarks was the chestnut

"a picnic?" clark asked

"bingo" lana replied

she walked inside and grabbed a basket that lay on the bench, handing it to clark

"ready?" lana asked

clark smiled "ready as ill ever be"

the ride was amazing.

lana led clark through parts of smallville he didnt know existed

they stopped at a huge old oak tree, unpacking their lunch

it was perfect weather, not a cloud in the sky

lana and clark ate lunch, then talked...

"so, clark, ive been meaning to ask you something, ever since, well, your dad and all" said lana

clark tore his gaze away from the beautiful landscape, turning over to lana

"what is it?" clark asked

lana figited with her hair; a sign she was nervous

clark moved closer towards her, resting his hand on hers

"lana?"

lana looked up, preparing herself for his answer

"you know the night your dad was shot," she paused "you were going to tell me something"

she could practically see clarks heart fall as she spoke

"and it as something important"

clark swallowed, trying to prepare himself for her reaction

"i was" clark answered, sitting up

"i was going to tell you something, and it is important" he went on

"lana, this, this could change, the way you look at me, the way you think of me, its, its really big for me"

lana squeezed his hand reassuringly

"and, and, im scared if i tell you, that"

"you wont want to be with me..." he said quietly, but loud enough for lana to hear

lana moved in front of clark

"clark, nothing you could tell me could make me think i dont want to be with you"

clark looked up into her deep doe-brown eyes

"thats what you say now, but, its different once you've actually heard it"

"and, and once ive told you, i cant take it back. Ever"

they looked into each others eyes, both consumed with thoughts

"lana i just, so scared of losing you-" clarks voice broke

he hung his head

lana pulled clark towards him, squeezing him gently

tears threatened to escape, clark used all of his willpower to stop them

"clark, its okay" she soothed, rubbing his back

"im just so scared lana" he whispered

lana pulled apart, looking clark straight in the eye

"clark, i love you, and i always will, but, you have to let me in"

"this is the reason we almost broke up, and i dont want to break up with you"

"but i cant go on in a relationship full of lies and secrets"

clark could see the pain in her eyes, the years of waiting for something she wasnt sure she was going to get

clark sighed

"lana, can it wait untill tonight?" he said

lana smiled she waited for years for this, a few more hours coudnt hurt

"yes clark, it can"

he smiled meekly, trying to put tonight out of his mind

they sat in each others arms, both thinking of one thing