"If you mean it, Clark, kiss me again."

So he did.

Her lips were warm and soft and infinitely sweet. Her curvy body pressed into his. His heart was pounding nearly out of his chest as he pressed her back against the wall of the Daily Planet building. He took his time as he gently explored the shape of her lips, teasing and tasting her slowly. He had wanted this for so long...and it turned out she did too.

They had both just been scared. Scared of losing each other, scared of being hurt.

Well, they weren't scared now.

Pulling away, just a hair's breath, Chloe met his eyes. "Take me away, Clark. Now."

What? Take her away where? Why? Things were just coming together. Why did she want to leave?

His confusion plain, he asked, "What do you mean, Chloe? Are you alright? I didn't -"

"I'm fine, Clark, just please, we need to go somewhere else." She looked pointedly at the glass front of The Daily Planet where a few nosy staffers were watching them curiously. Including Jimmy.

"Oh, right, yeah." They ducked into an alley. Clark looked around briefly, verifying they were alone. Then he lifted Chloe into his arms and super-sped them back to Smallville. Specifically to the loft of the barn.

Clark lowered Chloe to the ground, but didn't let her go. He rested his hands on her waist. He could feel the warmth of her skin even through her clothes.

"Chloe, I -"

She placed a finger over his lips. "Don't talk, Clark. We talk too much. We talk ourselves out of things. Just do."

Clark's eyes were huge, impossibly blue saucers as she drew her finger away from his lips. He looked unsure, nervous.

Just like her. They could stop. They could go back. They could pretend this was all just a moment of insanity. They might even laugh about it later - the time they had almost thrown away their friendship with a mad roll in the hay. Looking around the barn, she realized that might even be literal.

But she didn't want to stop, didn't want to go back. They had been pushing everything down, pushing it away too long.

Not anymore.

"I want you, Clark."

A strange expression crossed Clark's face for a moment, then he smiled. "I want you too, Chloe. And not just as my friend. Even my best friend. I want you..." He paused, swallowing nervously. "I want you to be my girlfriend."

Chloe smiled, joy swelling in her heart. Her hand reached up behind his neck and pulled Clark's face down to hers. Their lips met together. Softly, at first but with a growing hunger. She felt the hardness in his pants against her stomach again. Clark pressed into her more, but then seemed to pull back.

Oh no, this is so NOT going to play out like that. I am NOT Lana.

Chloe broke the kiss, but didn't leave the circle of Clark's arms. Almost embarrassed, Clark pulled his hips and their obvious bulge away from her.

Chloe took a big breath and released it slowly trying to calm herself enough to sound reasonable, before speaking.

"If we are going to do this, Clark, then are are going to do this. No half-assing. No backing down, or backing out. That's it."

"I kinda thought we had established -"

"I mean, this is going to have to be a real relationship."

Clark looked blank.

God save me from naive farmboys.

"Physically, I mean."

"Oh," he said. Then realization dawned and his eyes widened hugely. "Ooooooooh."

His arms dropped from her and he stepped away. Clark swallowed nervously. "Chloe, no. I can't. You know that. I don't want to hurt you."

She moved to him again, close, letting her strong, warm body press against his.

She could feel part of him was insisting vigorously that Yes, he certainly COULD do this.

Her breath was a warm whisper over his lips. "Clark, I think part of your fear -" She paused, not wanting to bring it up now, though she didn't see a way around it. "I think part of your fear, being with Lana again...sexually...after you got your powers back, was because she didn't know. She didn't know your secret. She didn't know who you were, what you were. You couldn't really...let go with her, for fear of revealing something. For fear of doing something...more than human."

Her eyes turned soft and warm. She raised a hand to his cheek and smiled gently. "But I know. I've been your secret keeper. You don't have to hide anything from me, Clark. I know all about your powers, and how they work. And I know how you work to control them. You won't hurt me. I'd know if you were."

Was she right? Had so much of his fear of being with Lana that way after his powers returned, been because he couldn't risk her finding out about his secret in a...weak moment? He didn't do anything...destructive when he was alone. His parents would have killed him if he burned through his bedroom ceiling or shattered the bed every time he...well...

Yeah, initially he had burned up a few things when his heat vision had started, but that had been under control for years now.

Mostly.

Could he be with Chloe that way and not hurt her? How could he risk it?

No, it would be foolish. He should play it safe. He would just explain to her...what exactly? That he wasn't willing to even try?

They had played it safe for years, and gotten nowhere.

If he pushed her away now, even for what he saw as her own good, she would take it as a rejection.

He was only now starting to understand that his fierce and loyal, clever and magnificent, Chloe could be surprisingly fragile.

He could lose her.

He found her gaze watching him. Her eyes were fathomless green pools. He'd never seen Chloe's eyes look like that before. Deep and warm and inviting, at once full of secrets and surprisingly naked.

His body told him very clearly what it wanted. It was also, surprisingly, what his heart and mind wanted as well.

She was right. No more words. Actions.

His head leaned forward, and he was kissing her again, drawing her tight against his body.

If this was a dream, Chloe didn't want to wake up.

She had limited experience with kisses. There had been a few boys in her earlier high school years, but after so many had tried to kill her, she had just sort of...given up. There had been Jimmy too, of course, but that was all.

And there had always been Clark.

Single isolated moments of incandescent wonder, diamond-bright and even more rare.

Could this really be happening?

Clark's big, hard body seemed to surround her smaller one, as his beautifully shaped lips fitted to hers. His lips were temptingly firm, but still somehow soft as they slid and teased at hers. She nibbled at them experimentally, trying to decide how that was possible. A moan vibrated in the back of his throat and through their lips. She nibbled again to see if he would repeat the noise. He did.

Fascinating.

Feeling brave, she flicked her tongue over that intriguing little indentation on his top lip.

This time he gasped and she felt him shift against her belly, making the butterflies that had taken up residence there dance.

Clark must have decided it has his turn, because now it was him exploring her. He ran his own tongue along her bottom lip and when she gasped, his tongue dipped between her lips for an instant before retreating. She reached up and speared her hands into his hair, pulling his head down harder towards hers. She wanted him to do that again.

He did, bringing the taste of mint. She stroked his tongue with her own, loving the taste, the sensation.

She wanted more.

More of everything.

Her hands freed his hair and fell to the bulk of his blue jacket. It was amazing that such a beautiful man had such terrible fashion sense. In her own mind, she dubbed Clark's wardrobe "farmer chic."

Moving slowly, so as not to startle him, she pushed the jacket open and rested her hands on his shirt-clad chest. The plaid shirt was like so much of his wardrobe. Old and soft and thin. She could feel the incredible heat of him through the worn fabric.

She had a hard time deciding which was warmer - his mouth on hers or the racing heart under her palm.

His hands had been gently resting on her face, but now he daringly moved his own large palms to her waist. Her waist, where her own light sweater had somehow bunched up with the tanktop, leaving a sliver of skin exposed. Clark's thumbs found that sliver of bare skin.

And it tickled!

She giggled and squirmed away from the tickle.

Clark broke the kiss, his eyes concerned until he realized she was giggling from his light touch. Then his impossibly blue eyes darkened with a mischievous glint. His smile was heart-stoppingly beautiful as he teased, "Wait...are you ticklish, Chloe?"

She couldn't help but smile back as she peered up at him. She deadpanned, "Nope."

His smile widened, making his eyes sparkle. "Really?"

She let her hands slide under the sides of his open jacket, exposing more of his shirt as she pointedly pressed her hips into him. "Yup."

He wasn't to be distracted though, and slid the shirt and tank up a bit more, revealing more skin, which he brushed lightly with his fingertips. Though this time the feeling was more tingling than ticklish. She shifted her hands again, this time pushing up and out on the jacket edges, moving it off his broad shoulders.

He momentarily paused his teasing of her waist, watching her as she pushed the jacket off him. It landed on the loft floor with a significant-sounding thump. With the heavy noise, she realized this was the first time either of them had ever undressed the other without there being injuries involved. She paused, seeing if Clark was getting ready to run. That would be his usual M.O. at this point. Just when things got real, got interesting, he split.

He didn't. In fact, he surprised her by reaching around her and grabbing her rear.

She could barely believe it. Clark was grabbing her rear!

In fact, his large hands were finding their way into the back pockets of her jeans and lifting her hard against him. The solid bulge he was pressing her into, gave strong indication he had no desire to run away anywhere.

Feeling a bit more confident, she started to work on the top buttons of his plaid shirt. Clark pulled his hands from her pockets, and returned the favor, though he started on the bottom buttons of her sweater.

They found themselves smiling at each other as they finished the buttons of the other at the same time. Smiling wider, they each stripped off their tops.

Clark didn't wear undershirts, so Chloe was left looking at the magnificent expanse of his wide, muscular chest. She had seen it many times over the years as he worked the farm or went to the lake...but now she could touch. Her fingers itched and her mouth started watering. More than anything she wanted to run her tongue from that intriguing little hollow in his throat down over his chest, abs, and then dip into his navel.

Would that be too much? Would that freak him out?

Maybe.

So she settled for running her hands over him instead. Hands seemed safer somehow. Maybe because she had had her hands on him before, even if it was just for wounds.

Maybe she would get to try using her tongue next time.

Chloe stood before him in a thin white tanktop, with a red bra showing through.

Red. He liked red.

Clark watched Chloe's tongue peep out from between her lips for just moment when his shirt came off. He wondered what she was thinking in that moment. She had looked slightly predatory, and it had done fascinating things to his insides to see that look. Then she seemed to rein herself in slightly. She had put her hands on him and it was really good, but he felt her holding back.

He didn't want her to hold back anymore.

"Do it, Chloe," Clark whispered huskily.

"What?" she asked him blankly.

Clark licked his lips, looking down at her hotly. She swore she saw red flickering in the depths of his blue eyes.

"Whatever you were just thinking about. Before you changed your mind. Do it."

"But - how did you know I -?" she stuttered, unsure.

"Because I've probably thought about you doing it too."

The surprise in Chloe's expression was replaced by lust. If he didn't know better, he almost would have expected her to set something on fire with heat-vision.

Then she was pushing at him. Chloe seemed to enjoy pushing him around, so he let her. When he felt the sofa behind his knees, he collapsed back onto it. He looked up at her. It was a strange angle for him. She was so much shorter, he was used to it being the other way around. With a tap on his knee from her, he opened his legs and Chloe moved to stand between them. She was still wearing the tanktop and bra, but even through the two layers of fabric he could see the outline of her nipples. They must he hard as pebbles to show through like that, even if it was clear now the bra wasn't padded.

Her eyes hot, she leaned over him and ran her tongue down his exposed neck. As she moved, her breasts would graze his flesh teasingly ahead of her tongue. Fire trailed hotly behind. She continued, dragging her hot, wet tongue down his chest and torso.

Holy cow!

His breathing turned ragged as her eyes held his, and she dragged her scorching tongue down his body. When she reached his abs, the muscles there tightened at the hot, wet feel. She dropped to her knees.

How far was she...?

She paused at his navel, and dipped her tongue into the hollow. The feeling was strange and hot and unlike anything he had ever felt. Then she pulled away and stood up.

No! Don't stop now!

He grabbed behind her thighs and dragged her onto his lap. Chloe let out an undignified squeal as she landing awkwardly on him. He found himself suddenly with his arms and lap full of soft and firm and wonderful bits of Chloe. The feel and movement of her was doing very interesting things to him. He found himself wanting to share the feeling with her. He gripped the bottom of her tanktop and began pulling it upward. Chloe suddenly stopped her flailing as he pulled it off over her head. The red bra she wore under the tanktop shone with a satiny luster over the hard outlines of her nipples.

He wondered how he had tasted to her when she licked him. Her tongue peeped out from her lips again and he guessed she wanted to taste him again.

Oh God. Where did she want to put her mouth now?

His body gave a suggestion that he suppressed. His eyes broke from hers and were caught by the hard nipples in front of him. Then he wondered, how did she taste?

He should really find out.

Clark leaned forward and wrapped his mouth around one still-covered nipple. He sucked and pulled through the red fabric of her bra. The feeling sent electric shivers down her spine and Chloe found herself pushing her chest against his mouth. When Clark pulled away and moved to her other breast, the fabric had darkened to the color of wine. A helpless sort of whimper started in her throat. She wanted more.

Suddenly, she felt cool air on her breasts. Clark had found the front-clasp of her bra and snapped it open. The satin fabric was now hanging from her shoulders. His eyes were hot on hers as he leaned forward again, and very slowly and deliberately, took a now-bare nipple in his mouth.

Holy crap!

She had thought the feeling before had been wonderful, but it was nothing like this. She knew Clark had only slightly more sex experience than her, but what he was doing...!

His lips, tongue and teeth alternately licked, teased and nibbled at her breast, paying particular attention to her nipple. As his lips moved across to her other breast, she felt his warm breath whisper, "So long...wanted to for so long..." Then his lips sealed on her other nipple and any train of thought his comment may have started abruptly ceased. Instead she buried her hands in his thick, soft hair and held him to her.

Chloe had the most amazing breasts. He had seen them a lot more when they were younger and she had favored low-cut tops, but a part of him always suspected them of being mostly padding. They looked too perfect. Then they had more of less been hidden the last year or two. He had missed them, but he had chided himself for the thought.

It seemed wrong to miss seeing his best friend's breasts.

But now, here they were. Bare and sweet and firmly plump. And oh god, real. All of them.

He couldn't quite decide how best to show his full appreciation for them, so he kept changing between licking, suckling, and dragging his teeth over them. Especially the nipples. The hardness of them in his mouth was incredible.

And the noises she was making as she pushed them into his mouth...!

Small, frantic sounds. Desperate wanting and eagerness as she pulled his hair.

His few experiences with Lana had been beautiful and romantic, but not this eager desperate wanting. He had loved Lana, but had he really lusted for her? It hadn't exactly been easy to stop being physical with her, but...there had never been this hunger he felt with Chloe.

He knew then that Chloe was right. He hadn't ever let himself feel that with Lana. A part of him had known it wouldn't last and he would have to go back to hiding.

There was no need to hide with Chloe.

He also knew then that even if Chloe hadn't laid it out point-blank, they would have ended up here. Once they had decided to risk their hearts on each other, their bodies certainly wouldn't have held back anymore.

This was going to happen. All of it.

Then his mind went completely blank as he felt Chloe's hand cup the hardness in his jeans.