Title: Breaking Chloe Sullivan

Summary: Her strength is intriguing him, her fire captivating him, but can she survive his interest? Lex decides it's time to find out, what exactly will it take to break Chloe Sullivan?

Shipping: Chlark Chlex mostly Chlark

Major Characters: Chloe Clark Lex

Author's Note: Alright, I really like this chapter actually, it has a somewhat foreshadowing ending I believe, for those of you who remember 9th grade english, lol. So go read, and then be sure to tell me what you think!

Reviews:

inspire16: Sorry but you know that sometimes cliff hangers are a necessity! As for the very minimal Chlark, I promise there is more this chapter and much, much more to come. PS I wish you the best of luck with that rogue plot bunny!

ayana45: Don't be too mad, I tried to make this next chapter really good for you!

SamanthaMT: Lol you may be wrong for wanting him to break her but then again, maybe not! And yes I know how you feel because I am a complete and total Chlarker but the Chlex had me in the earlier seasons and it's coming back I guess! Although since this plot entered my head back during the earlier seasons I guess I can't be blamed!

beckychelle: I'm not guaranteeing the whole Chlark jealousy bit, but who knows, maybe!

blackheart4life: I'm glad you like the story! As for the 'bumbling dumb alien' we'll see how this chapter goes. Now hurry up and go find out what Lex has up his sleeve now!

lvswtht: Thanks, and I definitly know what you mean about Lex. As for the Lanes, I didn't really get to that but because Lois doesn't really have a stable home and she's still young and Uncle Sam has a high profile job that keeps him busy, the system probably wouldn't let Chloe be placed with them I don't think, although I admit I didn't really think about it. Trust me, she has to be in the foster care system for major reasons that are crucial to the overall plot, so if you don't think it's plausible, just try to ignore it, lol.

CYTstagepenguin: Thanks, I try to update fast but I'm just so busy!

Previously:

Chloe

At this point, with the sun shining and the rain falling down, Chloe actually felt okay, felt as though she would be okay... but little did she know, her world was about to get turned upside down, again.

Clark

He couldn't understand why she'd gotten so defensive about such a little thing. Of course there was the whole thing that had happened at the Spring Formal but that had been months ago, and they'd talked about that. Hadn't they? "Hey Clark!" The pretty little voice came from his left, and it snapped him out of his frozen state. "Hey Lana..." And just like that, Chloe was at the back of his mind.

Lex

She had moved into an acceptance of whatever new change was going to mess up her life next, and this was what he wanted. It was time to begin the next phase of his plan, and see if she could handle what was coming next.

Ch. 4 Don't Let Me Go

Chloe looked up at him, feeling as though the strength was slowly draining out of her bit by bit. She wanted to turn and run back to where she'd been, back to that place where she felt safe, but she couldn't, because her legs were too heavy to move. Refusing to let her weakness show, Chloe lifted her chin, and stood up a little straighter, bracing herself for what Lex was about to say, readying herself to deal with the next blow life was going to deliver. Bring it on... I can handle whatever you've got!

"Well Chloe, this morning, the Howards came to me and said they had to leave. I suppose their reasons for going were adequate to excuse their hasty departure, I didn't ask. They left before noon, I believe they went back to Michigan." Lex's tone was sympathetic, as was the look in his eyes, but that didn't soften the blow. Chloe had been abandoned...again. She wasn't sure how many times that had to happen in a person's life before they developed serious commitment and trust issues, but she had to be getting close.

She turned away from Lex slowly, digesting his news. Surprisingly, as she thought about it, Chloe decided it really wasn't as bad as she was expecting. While the Howards had been nice to her, very understanding and sympathetic, she'd never really bonded with them. Them leaving didn't hurt because it was them leaving, it hurt because it was them leaving. It was the fact that, once again, people she had come to care about, were walking out of her life. Taking a deep breath, she turned back to Lex and forced a smile, knowing that pretending was the only way to get through this.

"Oh is that all?" she said lightly, only the slight strain in her voice revealing the pain. Watching as Lex grimaced, she realized that something else was happening here. Letting her expression reveal her question, Chloe put her hands on her hips, a stance she adopted for moments like these, moments when she needed strength she wasn't sure she had left.

"Chloe, I talked to your case worker earlier today as well." Oh shit... Her eyes closed and she sighed deeply, her entire body slumping slightly.

"And?" she asked. The answer to this question meant so much, just a few words, but Chloe knew that they would affect her life drastically. That was what it meant to be a foster child. It meant that at any given time, for whatever reason, a few words, a few sentences, spoken by any one person, could turn her life upside down.

"And you can't stay with me." Chloe's eyes flew open and it felt as if the air was being forced out of her lungs by a sledgehammer.

"What! Why?" Even as she asked the question Chloe knew the answer. It was written in the conversation they'd just had, in the matter they'd only just been joking around about. In her eyes it was just easy banter, just harmless flirting, but she knew that, with Lex's reputation, others saw it as so much more.

"Chloe, you know why. Because of who I am, because of what I've done... they don't trust me with taking care of you." Chloe's response was automatic, a desperate admission torn from her lips in the heat of the moment.

"But I trust you!" The change in her was almost immediate, she shut down. Her face became impossible to read as Chloe retreated back into herself, back where she knew she was safe. Come on Sullivan, where's that fake smile? She forced it to appear on her face, and fake as it was, it gave her the courage to keep going. Because if she could smile at a time like this, if she could fake being okay, then no one would really know how bad she was hurting, no one would know and she could pretend it wasn't really happening.

"Okay, so when do I leave?" The obviousness and the simplicity of the question appeared to have caught Lex off guard, as if he was expecting her to break down and cry. Come on Lex, you should know me better than that. Other girls might have done that, other girls might have collapsed against his chest, just needing to be held by something strong and secure. Even though it was tempting, even though she wanted to, Chloe Sullivan was made of tougher stuff, and if Lex hadn't realized that yet, he sure as hell was realizing it now.

"Tomorrow, after you get back from school, your new family is meeting you here and then taking you home." So many things were wrong with that sentence. Her new family and her new home. Whoever these people were, they didn't even know her, they weren't her family. The word family implies people that love you, and people that will love you always and no matter what. And the word home implies the place where your family is, the place where you feel safe. This new place she was going would be no more than a house, and these new people would be no more than babysitters.

"Well I guess I should go pack." Chloe's voice was monotone, betraying not one hint of the tears hiding just behind those carefully veiled eyes, revealing nothing alluding to the pain hiding just beneath the surface. She brushed by Lex as she headed for the stairs, her hand trailing on the banister as she slowly made her way to her... her old room, she realized. Feelings his eyes on her, Chloe kept her back ramrod straight, her chin lifted high, and her steps sure and steady.

But when she got to... to the room she had called hers for those long days and lonely nights, and had closed the door, her facade slowly slipped away. Piece by piece, she fell apart. Her body was the first to betray her, and as the strength left her limbs, Chloe slid down the solid, smooth, cold surface of the door. Next, it was her eyes, and the tears began to fall, tracing well worn paths down her cheeks. The last part of Chloe to break through her defenses was her own mind, and it began with just one thought, followed by a relentless flow of others.

I'm not tough enough to take this... I'm not that strong...

His gaze followed her, and he frowned, his lips curving down instead of up into the satisfied smirk he should be wearing. He'd thought for sure she'd break down and come to him to be held. When that had happened he'd had a plan, he'd imagined how it would all play out, and in his imagination things had gone completely differently. He'd told her the news and she'd burst into tears, after which he had, of course, wrapped his arms around her in a comforting embrace.

After that point, his imagination had taken him in two different directions. In one scenario, they would talk and he would comfort her, making sure she became dependent on him so he could rip that security all out from underneath her again later. In the other, he had comforted her in an entirely different way. Clenching his fists, Lex allowed his mind to replay what should have happened, what he had wanted to happen.

In her brokenness, Chloe had reached out to him. Her body, so small and warm, had easily been enfolded in his waiting arms. Pulling back slightly he had used the pads of his thumbs to wipe away her tears. A watery smile had been his thanks, and she stood on her tiptoes to kiss him on the cheek. Unable to stop himself, Lex had turned his head and her lips had met his. Fire exploded from the contact and Lex had completely lost control. He pressed her back against the wall, kissing her hard, kissing her deep. Pulling back when he needed air, he met Chloe's eyes and was assaulted with hurt, with confusion, and with a question whose answer he'd been hiding for so long.

"Just let me take you away from here," he whispered. The warmth from her body reached out to him and he was drowning in the feel of her skin underneath his hands, in the feel of her solid form against his own. Chloe nodded slightly and that was all Lex needed. With a passion he didn't know he possessed, and a need he'd suppressed for much too long, Lex crushed his lips to hers. His hands roamed desperately, he just couldn't get enough of her soft skin.

As his lips and his teeth and his tongue explored their way down her neck, Chloe's head fell back and she groaned. That was all the incentive Lex needed to allow his hands to explore parts of her he'd only imagined. He slid his hand slowly down her stomach and her thigh. Pulled up her skirt, pressed his hand against her. Nails digging into his back accompanied her strangled plea, breathed from parted lips, "Lex..."

Lex! Focus Lex!

Snapping back to reality, Lex's eyes came back into focus and he swallowed hard. His skin was tingling, and his arousal would not be easy to shake. It was all he could do not to run up those stairs and take her by force if necessary. No Lex! Not part of the plan! Closing his eyes for a second, Lex mentally and physically reined himself in. Turning and heading back to his study, he poured himself a rather generous glass of brandy and sat down behind his desk, preparing himself for another long night of pondering the inner workings of this dazzling creature he had managed to procure.

Already in bed and sleeping when the phone rang, Clark managed to glance sleepily at the clock before twisting and reaching one well-muscled arm across the bed to reach his nightstand and the offending phone. Who could possibly be calling him at two in the morning?

"Hello?" Clark rubbed a tired hand over weary eyes and tried to wake up.

"Cl-ark?" That voice, so familiar, and the way it broke as she said his name, jarred Clark awake mercilessly.

"Chloe!? What's wrong? Are you okay?" He sat straight up in bed, propping himself up with his other arm as he held the phone tight to his ear.

"I, umm, I'm actually on my way to your house, could you maybe... meet me? In the loft?" The desperation and the pleading tones to her voice were getting to him, and Clark felt his heart beat harder in his chest at the thought that some other terrible thing had happened to Chloe.

"Yeah, but what's-" Clark broke off and stared at the phone as he realized she'd already hung up.

He must have sat there for a full three minutes just listening to the dial tone, scenarios running through his mind, each one more awful than the last. Finally he ran a hand through his hair and, replacing the phone on its stand, he got up and threw on a T-shirt before heading to the loft. Not bothering with shoes and yet still taking his time to walk to the loft instead of superspeeding, Clark tried to slow his racing heart.

Once he climbed the stairs, he paced, back and forth, glancing anxiously out the window to the driveway to see if she'd arrived. What could have gone wrong and caused her to call him at two in the morning instead of waiting for school? At the beginning of the summer, he'd spent long nights on the phone with Chloe, often talking until one of them fell asleep with the line still connected.

But those talks had all been because of her nightmares. Not all of them had been about the nightmares, but he knew that when she called, it was because she didn't want to go to sleep. Some nights she'd even come to him, or they'd met somewhere in between, on an old back road or a grassy pasture, and talked long after the rest of the town was safe and asleep in bed. He'd cherished those talks, more than she knew, he was sure, and on more than one occasion he'd contemplated telling her.

Telling her everything. Telling her about his powers. Telling her about his unknown origins. But she was coping with so much, having to deal with so many of her own problems that he couldn't bear to burden her further with his own. Even without her knowing, just her presence had been a comfort to him, and maybe if she could deal with such a drastic change in her life, then he could deal with his as well.

Once more he glanced out the window to the driveway, and this time he was rewarded with the light of her headlights coming closer and closer. It was all he could do to stay in the loft and not run down to meet her. With worry overcoming him, he gripped the edge of the opening he called a window, and realized he was leaning out over the yard. Forcing himself to pull back he saw that he'd left finger-sized indentations in the wood.

A moment later he heard her footsteps on the stairs and even that simple, familiar sound told him something was wrong. Normally her steps were quick and light, a tribute to her brilliant personality that he knew could light up any room. Sometimes they were slow and heavy, meaning that the hard hand life had given her was catching up to her that day. But this time, they were uncertain. Clark listened to her shoes scuff on the wood, and to her stumble as she tripped over a stair.

Her face came into view and he watched as she tried to fake a smile through a tear-streaked face and puffy eyes. For an everlasting second he was frozen, unable to comprehend his Chloe looking so broken. Then her smile shattered as a sob shook her tiny frame, and immediately he was across the loft, holding her tight against his chest.

"Chloe!" he said, concern and worry and a fierce feeling of protectiveness racing through him all at once and causing his arms to tighten around her. He felt her body shudder with every breath she took, and heard her muffled cries as she sobbed into his chest, clutching fistfuls of his shirt in both hands. When her legs seemed to give out, he sank with her to the barren wooden floor, refusing to let go for even one split second.

There was only one other time he'd seen Chloe like this, and that was the morning after her dad's funeral. She seemed so fragile, so helpless, so broken, so unlike the Chloe he had known before this summer. The Chloe who was strong and fearless and always ready with a sarcastic comeback and a killer smile to go along with it. The Chloe who was always there when something was going wrong... This was the Chloe who had been putting herself back together over the summer, and now it seemed as if all that work had gone to waste. Because here she was, shattered once again into a millions pieces.

After what seemed like an endless expanse of time, Chloe's anguished cries slowed to a stop and she took a deep breath before looking up to meet his eyes. Clark saw so much pain there that it was suffocating him, how can one person feel so much hurt at once?

"I'm sorry," she said, giving that smile another go. Clark gripped her arms tightly and found himself wanting to kiss those lips as they begin to tremble. Shaking his head at the first words to come out of that pretty mouth, Clark wipes away one last tear as it begins its path down her cheek, following the countless others that had soaked his shirt.

"Chloe," he says softly, "you have nothing to apologize for." He smiles at her and helps her to her feet, leading her gently over to the couch. When they've both sat down and Chloe has taken several more deep breaths to gather herself, Clark takes her hand and quietly asks, "So what happened?"

"The Howards left Clark..." she looks at him helplessly and he feels her grip his hand desperately as he waits for a second to see if there is more. "And... and that stupid foster care agency that is a poster board for what is wrong with overloaded government institutes won't let me stay with Lex!" Now Clark understood, she was being taken from another place she had come to call home, she had been left once again by people she had cared for, and that hurt was too much for her to take and hold inside herself again. He gathered Chloe into his arms, holding her once again as her tears began to fall with a renewed vigor.

"Shh, shh, I'm here. I'm so sorry Chloe!"

"They're shipping me out tomorrow to live with some other family who won't want me!"

"Hey!" What Chloe had just said about them not wanting her had just snapped something inside of Clark, and he wasn't going to let this moment go. "Chloe don't think that way, don't ever think that way!" He pulls back and looks into her eyes, taking her small face in his large hands. I want you... "They'll be lucky to have you, and if they don't realize that, then it's their loss!" I'm lucky... luckier than I probably know.

Clark finds himself captivated by her lips again, parted as she breathes heavily. Her soft skin is warm beneath his hands, and he strokes her cheeks with his thumbs, trying to commit that feeling to memory. Helplessly he reaches one hand up to feel strands of her golden hair, like silk between his fingers. His eyes follow the progress of his hands as they run down her arms, and back up again slowly. Lightly, he traces her collarbone, visible because of her spaghetti strapped top. Then, back up her neck, coming to rest one hand on her cheek and using the other to touch that quivering mouth. Clark's fingers drift softly over Chloe's lips and her sharp intake of breath brings his eyes back to hers.

Bright from her tears and shining in the moonlight, those eyes hold his attention. So much emotion is spilling out of those hazel eyes, Clark can't possibly begin to decipher the questions and thoughts behind them. Overwhelmed, he shifts his gaze lower, back to her mouth, still parted slightly. What if I just... Could I possibly... What would she do if I... just... He starts to lean in, not really comprehending what he is doing, not thinking about consequences or reasons or rationality. Driven by some unseen and unknowable force of attraction mixed with want and curiosity, Clark can think of nothing else except kissing her.

Just as his lips are about to brush hers, a tear falls and hits his hand. Clark snaps out of his mesmerized state and his eyes fly back to Chloe's, his mouth a breath from her own. Quickly he moves his hands to hold hers and smiles uncertainly, pulling back, his voice shaky and rough as he says, "Okay?" Chloe takes a second before answering, and he watches as her eyes close slowly and she leans forward, putting her forehead on his chest.

"Okay," she whispers.

Okay... It echoes inside Chloe's head, and as her breathing slows, and her racing heartbeat falls back to somewhere around normal, her body sags against Clark's solid chest. She felt overloaded, like a computer shutting down because of too many programs running, and her system had decided it had had enough. First there had been everything with school, and then the Howards and Lex, and now Clark...

What the hell had he been doing? Was he going to kiss her? Actually kiss her? She'd watched as his eyes had glazed over, gotten goosebumps as his fingers ran lightly over her skin. Her heart had thudded in her chest, feeling like it was going to jump out her throat as he traced her lips, as he leaned in... Her body went from hot to cold and back to hot in the space of a second. Would he really...? Was this actually going to happen?

And she felt it, that stupid tear. The one that fell because of what should have happened, what was supposed to happen at the dance. Instead, everything had gone wrong, and now, nothing was right... But would this make it better? Could he take away all this hurt? Please... If he had looked up, she knew he would have seen the begging in her eyes, if she had said that word, Chloe knew he would have heard the pleading in her voice.

Would that have made a difference? Because then he had stopped, and Chloe had taken in just a little more disappointment, just a little more hurt. And she was breaking just a little bit more. Her eyes closed with the strain of it, and she fell forward, no longer able to hold herself up with all this weight crashing down. When she hit Clark's chest, it was as if she realized that all that will power, and all that adrenaline that had kept her going, was gone now.

Suddenly she couldn't move if she had wanted to. But as Clark slipped his hands out of hers and gently slid one arm around her back, another under her knees, and lifted her, holding her curled tightly against his chest with her head on his shoulder, Chloe knew she didn't want to move. This was exactly where she wanted to be, where she had always wanted to be. Her arms rested cradled against his chest, limp as could be, and her eyelids had to be held down by sand bags because there was no way she was capable of opening them now.

Chloe was vaguely aware that they were moving to somewhere, but she didn't really know where, nor did she really care. All she cared about now was that Clark was holding her, and he was warm and he was strong. All she could think was that, right now, she was safe. Clark would fend off all of her nightmares tonight, and she could relax, even if only for a little while, because right now, she was home. Don't let me go...

Now Clark was setting her down on a bed, but as he was about to let go, her arms flew up around his neck, desperation giving her strength. Her now wide open, scared eyes stared into his worried expression, his concerned eyes. And her plea, wrenched from the depths of her battered and weary soul, was whispered by trembling lips,

"Don't leave me alone okay? Stay with me..." I can't be alone...not again... And as she drifted off, even as she was hearing Clark's soft voice in her ear, feeling his breath on her neck, a tear escaped her defenses, pooling in the corner of her eye, and falling down the side of her face, disappearing into her hair. Just another tear...but it meant so much...represented so much fear, so much pain... Just another whispered promise...but it meant so much, represented so much trust, so much hope.

"I promise Chloe, I'll always be here, I won't ever leave you alone..."

He had been going to go downstairs and sleep on the couch, because now, with what had just happened, the prospect of spending all night with Chloe in his arms made his skin tingle and his insides ache. His plans were ruined when she refused to let him go, when she'd pleaded with him. She'd looked so scared, how could he leave her now? Especially after he'd promised her he wouldn't?

So, with her arms still encircling his neck, Clark climbed over her to the other side of the bed, and with some tricky maneuvering, as she still wouldn't let him go, even though she was asleep, he had them both covered with his sheets. Chloe immediately snuggled closer and Clark automatically pulled her to him. Mistake... He could feel her breath on his neck, smell her hair, smell her skin.

Never before had he realized how that particular sense could so affect his others, but now it was causing them to malfunction. Because he couldn't be looking at his best friend Chloe with those hungry eyes, couldn't be seeing the outlines of her features and wondering what they would taste like. He couldn't be feeling her skin with his hands and wanting to explore it all, couldn't be hearing her breathe softly and wanting to hear that breathing become heavy as it had before. Before...when he was going to kiss her... Damn Chloe!

Clark swallowed hard, pulling away from Chloe slightly. Her arms were looser now, as she fell into a deeper sleep, but those still fingers on his skin were leaving him wanting, wanting her to be awake and touching him so gently, so... intimately. Trying to shake these thoughts and these feelings that he knew he really shouldn't be having, Clark tried to just focus on her face.

He found himself studying it in the moonlight streaming through his window. Her pale, smooth skin, still a bit red around her eyes where all those tears had originated from. Without realizing it, he had reached out a hand, and his fingers were running gently over her skin, just barely touching her...feeling her. Her eyes, brushing her bangs out of them... Her nose, her cheek, her chin, her lips... His fingers lingered there for a moment, and then he pulled away, clenching his fist.

Just relax Clark, she's a girl, in your bed, in your arms, these feelings are normal, it's okay. Clark let himself open his mind to the possibilities, let himself wonder. Wonder what it would be like to slide that strap off her shoulder and replace it with his lips. Wonder what it would be like to run his hand, resting on her lower back, up under her shirt, over the smooth skin he knew he'd find there. Wonder what it would be like to feel her small, soft hands on his skin. Wonder what it would be like to hold her with no clothes between them. Wonder what it would be like to kiss those lips.

It was like stirring the embers of a fire, and Clark could feel those flames heating him up from the inside out. He was fighting his urge to pull her closer when her small form trembled in his arms and a soft whimper escaped her throat. Chloe struggled in his arms, and he was puzzled, because she was still asleep. A nightmare... Clark pulled her closer, held her tight and stroked her hair.

"Shh, I'm here, I'm here. It's okay, you're safe... Shh, shh," he whispered in her ear. Chloe's struggles quieted and she sighed, allowing herself to be held, curled up against his body. She had never revealed to him the ghosts that haunted her in her dreams, but he had a feeling it had something to do with the memories she had lost because of her concussion. Those forgotten images were coming back now, plaguing her probably more often than she let on.

It wasn't fair that she'd lost her mom, her dad, and was now leaving her home of four months to go live in another. Clark's arms tightened convulsively around Chloe and he tried to comprehend all this pain she was going through and how she was staying so strong... and he couldn't. It's just Chloe... That was how she was, and how she always would be.

Clark found himself wondering about this new family she was going to be living with. Would they care for her as he did? Would she grow to love them and them her? He couldn't imagine them not liking her, not loving this amazing person that Chloe was. Absolutely amazing... A horrible thought entered his mind... what if they treat her badly? What if they hurt her?

In the second that it came, Clark chided himself for having it. The foster care agency, if a bit overloaded, was looking out for her best interests and her well being. They would never place her with someone who had any chance of hurting her in any way. He shifted his grip and let his eyes drift closed, comfortable with Chloe in his arms, and comfortable with the thought that this new family would never hurt her.

Lex lay awake in bed, hands behind his head, staring at the ceiling. His mind was already coming up with so many possible different directions this next phase of his plan could take. After worrying over how his big hit didn't seem to have torn away her strength, he'd taken a deep breath, and started planning again. He'd watched from his window as she'd driven off, knowing she was going to see Clark. He seemed to be a source of her strength, a comfort in her life, and certainly a love interest. He'd seen how Chloe looked at her best friend, and he was neither naive nor stupid. Which apparently Clark was, because he didn't seem to notice. Something will have to be done about Clark Kent... So he lay there as the minutes, as the hours passed, scheming with a smirk on his face.

So? What do you think? Is there enough Chlark? Did you like the Chlex, minimal and one-sided as it was? Any guesses as to what will happen next?