The later scenes in this came to me early on in the story. I always liked the way Clark looked in the Fortress and wanted to capture that somehow. Also, I always hated Clark's decision to try to take Chloe's memories of him. Lois makes all of my points on this issue.

As always, thanks for the reviews. I really do appreciate them.

FORTRESS FALLOUT

Metropolis General, next day

In the waiting room, Lois sat hunched over, coffee in hand, legs bouncing. After a minute she stopped to take a sip out of the cup. Shuddering at the taste, she held the cup between her hands as her legs once again seemed to take on a life of their own.

She heard his footsteps before she felt his presence. Her legs stilled.

"Lois, how is she?" Clark's voice was low and concerned.

"Tests," Lois struggled to find her own voice. "She's in her second round." Her legs started up again as she continued to look down at her coffee. "They don't know what's wrong."

She felt Clark sit down next to her. In a second his warm hand was on her knee and her legs stopped bouncing. Her eyes closed as her heart rate slowed and she took a deep, steadying breath.

"Lo-"

"How's Jimmy?" She interrupted, her calmer body not affecting her internal turmoil.

"He was released from Smallville Medical Center an hour ago," Clark told her quietly. "He's at the Talon sleeping off the pain pills. Kara's there," he continued. "No tendons or muscles were damaged. He'll have full use of the arm in no time."

"Good," Lois commented, taking a shaky breath.

Very deliberately, Clark reached his hand around the coffee cup and removed it from her icy fingers. Her gaze followed the cup until she was looking at Clark's worried face.

She felt tears prick the backs of her eyes. "They don't know what's happening to her," Lois told him and watched his resigned look followed by a slight wince. She probably wasn't supposed to see it but she'd been around him too long to miss that look.

"You know what's happening, don't you?" Realization dawning, she grabbed his arm just as her mind leaped to the logical conclusion. "What is it, Clark?"

He didn't answer right away, fighting his own guilt, she imagined. Ignoring his desire to take the blame- it wouldn't help her cousin- she considered the options. What had happened that could have caused-

"No," she breathed. "It's that Brainiac thing isn't it?" When refused to look at her she tried to shake him in frustration but it was like moving a rock. He tried to turn away and she reached up to pull his face back. "Look at me," she ordered. "It doesn't matter how this happened; how do we get it out of her?"

Clark flinched but his gaze never left hers. "Lois, I'm not sure."

"But…" Lois urged.

"I think if I-"

"Mr. Kent… Clark," a familiar voice interrupted. "And Ms. Lane, it's nice to see that you're not the patient this time."

As the two faces simultaneously turned to stare, Dr. Hamilton cleared his throat before looking down at his chart. "Right, well, we've run every test we can think of, but so far we haven't been able to find anything wrong with Chloe except that she's quickly losing her memories."

Nervously- Lois was glaring- he pushed his glasses up on his nose. "Uhm, I was wondering if there's any history of mental illness; her records indicate that she had some sort of break a couple of years-"

"So, if there's nothing medically wrong, does that mean she can go?" Clark asked, and Lois looked at him in surprise. It wasn't like the polite farm boy to interrupt. Dr. Hamilton gave him a speculative look.

"It's just that Chloe is a little sensitive about her family history," Lois added, surprised at the mulish look on Clark's face. She'd almost forgotten about how sensitive he could be about this issue. Two years ago, Clark refused to accept the diagnosis and busted Chloe out of the hospital to keep her from Belle Reeve. Even after she and Lois had been kidnapped, Clark had been there, taking care of them.

He'd probably saved them, even then.

For some reason, those memories gave Lois a sense of hope. She was convinced that Clark would figure out a way to fix this and he wouldn't give up. It wasn't in her nature to rely on anyone else but, if she had to, Clark was her first choice.

"So there is some history?" Dr. Hamilton shot a nervous look in Clark's direction.

"Well, you should probably ask Chloe about that," Lois told him, reaching for the farm boy's arm, anxious to get away to talk about solutions. "Can we see her?"

"Oh, what? Of course," the doctor told them, making some notes on his chart.

Lois pulled Clark along, ready to get started. He looked at her, surprised by her haste but kept up until they were stopped at the waiting room door by a distressed Oliver.

"What happened to Chloe?"

"She's experiencing some memory loss," Clark returned Oliver's accusing look with one of his own while Lois tried to move past her former boyfriend. She wasn't in the mood for the boy's chest-bumping right now.

"Where are you going?" Oliver finally realized that they were trying to leave.

"Uhm, we have to run an errand," she lied, suspecting that Oliver would want to come with them if he knew they were visiting Chloe. "You're welcome to talk to her doctor. He's over there."

"Emil?" Oliver asked, moving past Lois and Clark into the waiting area.

They both stopped and turned, watching the doctor looked up to focus from his charts to the new arrival. "Oliver Queen?"

"You two know each other?" Lois asked.

"Uhm, yes, Dr. Hamilton works for Queen Industries, from time to time," Oliver told them raising his brows meaningfully.

Lois looked at Clark but his expression indicated that he was a surprised as she was. Taking only a second to digest that information, Clark cleared his throat. "Well, then, he can fill you in," he said dragging Lois out into the hall.

"Clark," Lois practically shouted, trying to keep up with his long strides. He was finally moving like a man with a plan. "What are we doing?"

"We're not doing anything," Clark told her firmly. "I think I know how to help Chloe, but I have to get her out of here first."

"Last door on the left," she told him, running a little to keep up. "And by the way, whatever it is you have planned, you're not leaving me out."

Clark stopped just outside Chloe's door and sent her a perturbed look that spoke volumes. It's too dangerous.

Lois' didn't need to say the words as she faced Clark and squared her shoulders determinedly. I don't care.

In the end, it didn't matter. When they entered Chloe's room, she was gone.

Talon, late afternoon

Lois caught her breath when she felt the rush of air behind her. She jumped a little and turned.

"Clark, warn a- oh, Kara," Lois exclaimed. "You guys need to give people some warning before you do that."

"Sorry," Kara apologized.

"No luck?" Lois asked her.

She shook her head, looking up the stairs. "Jimmy?"

"He's still sleeping," Lois told her. "I just came down here to, you know, stretch my legs." The Talon was closed, having limited hours on Sunday, and she was taking advantage. Truth was, she just couldn't stay cooped up in that little apartment wondering and worrying about her cousin.

Kara studied her expression. "I will look in on him," she said, squeezing Lois' arm before heading upstairs. Lois alternately sipped her coffee and chewed her thumbnail. Lost in her own fears, she didn't react when a slight breeze signaled Clark's arrival.

"Any luck?"

He shook his head, expression filled with guilt. Unable to hold his gaze, Lois jumped up, ready to conduct her own search.

Clark's phone rang.

"Hello, Oliver," he answered after checking the ID. "No, no luck from this end… you? Okay, we'll let you know if we find anything." Clark put the phone back in his pocket, concern on his face.

"I know," Lois told him, putting her hand up as she walked around the table.

"Wait, Lois, where are you going?"

"Where do you think? I'm going to look for my cousin," she told him heading for the door.

Before she could reach it, Clark grabbed her arm. "Just a minute and I'll-"

Whatever Clark was going to say was interrupted by the tinkle of the bell above the door. They stopped and watched as Davis Bloome walked in with a familiar blond following close behind.

"Chloe!" Lois shouted, running at her cousin and throwing her arms around her, ignoring the other man.

It was only when Chloe didn't return the hug that Lois pulled back and looked at the paramedic and then back at her cousin. Green eyes stared back with no sign of recognition.

"What did you do to her?"

At Lois' shout, Chloe stepped closer to the medic with fear in her expression. "Davis, what are we doing here?"

"You live here," the man said calmly, his eyes begging Lois to calm down. "You know these people and they can help you."

"But I don't remember them," the blonde's tone was agonized. "I only remember you. Can I just stay with you?"

Intrigued now Lois watched as Davis' expression reflected his internal struggle. He obviously wanted to be with her cousin but when he looked at Lois and Clark, his expression said he knew she needed them. "You need help, Chloe."

Clark spoke up softly, "We can help you, Chloe. We're your friends-"

"And family," Lois interrupted in her own softer tone, smiling at her cousin.

Chloe's return smile didn't reach her eyes. She turned back to Davis. "You're a paramedic. If anyone can help me, you can. Davis, please," she urged.

Dark eyes looked at Lois for a minute before he nodded, his expression begging her to trust him. Lois nodded, letting him know without words that she would… for now.

"I tell you what, Chloe," he said. "I'll stay with you." Davis pulled Chloe closer to his chest with one arm. Efficiently, he reached into a pocket with the other hand and pulled out a hypodermic needle. The shot to her arm was quick and efficient.

"Wha…" Chloe slurred before she went limp. Clark rushed forward to grab her while Lois sought answers from the paramedic. "How did you find her?"

"She found me working outside the hospital," he told them. "She was pretty freaked out; said she didn't know why she was at the hospital and that she didn't recognize anyone. As soon as I could persuade her, I brought her here."

"What was in the needle?"

"Just a sedative." Davis shrugged. "She was getting hysterical about even talking to anyone besides me. It'll wear off in a few hours. I hope you guys are going to take her back to the hospital." His expression showed his concerned for Chloe. "Memory loss can be serious."

"Don't worry; we'll take care of her," Clark told him evasively, holding the blond easily against his chest.

Lois nodded and caught the paramedic's eye. "Thanks," she told him sincerely.

When he left, Lois felt herself shiver with a sense of unease. What was it about the paramedic that pulled her cousin to him? She couldn't decide if he was a killer or a some kind of hero. What was she going to do about him? What could she do, really? Still thinking about Davis, Lois was shocked when she felt the familiar rush of air that signaled Clark's departure.

She turned to look around the shop, knowing that both were gone but stunned by the fact that her partner took Chloe without her. Furious, she resisted the urge to stomp her foot and instead headed toward the stairs, ready to force Kara to take her to wherever Clark had gone.

She'd reached the bottom of the stairs when she was stopped by Clark speeding to a halt in front of her.

Fuming, she poked him in the chest, "Smallville, about time you came-"

"Sorry, Lois," he interrupted. Suddenly, she felt a pain in the back of her head and she was out.

Fortress of Solitude, that evening

Lois opened her eyes and looked around. She was in heaven- or at least what she thought was heaven- the first time around. Feeling that same unusual sense of peace considering the circumstances, she remained still and simply absorbed the beauty of the place.

A booming voice shook her out of her reverie.

"My son, there is a problem."

Turning her head to look for others, she startled when she heard Clark's voice respond.

"What's the problem; what's wrong?"

"I can restore your friend's memories, leaving out your heritage," the voice emphasized, "but the other woman's mind has certain protections that I cannot breach without harming her." Lois couldn't resist looking for the source of the voice, at the same time she was wondering why this unfamiliar voice was referring to Clark as "my son."

"What do you mean?" Clark asked. "What protections?"

"These protections are not of my doing, Kal-El," the emotionless voice seemed to fill the space. "Just know that I cannot remove them without causing her irreparable harm."

There was a pause and Lois used the time to finally process the words. The voice was telling Clark that it could restore Chloe's memories. She was obviously the friend, while Lois was the other woman. She winced at the sound of that. But what did the voice mean about leaving out Clark's heritage?

"My son, we must hurry if we are to finish before your friend wakes."

"Why is Lois' mind protected?" Clark asked as much to himself as to the voice.

The echoing voice answered anyway. "It appears that she has a destiny of her own."

"Destiny," Clark said, and she could hear the dread in his voice. "What destiny?"

"That I can't tell you, only Lois Lane can reveal it, should she choose to."

At the sound of her name, she sat up. How did this voice know her? All of this must be part of Clark's history. Clearly, he was using it to help with her cousin but why was Lois here? She rubbed the back of her head, which was still a little tender, and turned to find Clark. She needed to see him to understand.

Looking to her left, she finally spotted him standing with his back to her, his typical red and blue ensemble dramatic against the clear white of his surroundings. Power and uncertainty shimmered in the air around him, a combination that was unique to Clark and somehow magnified in this environment.

This wasn't heaven. This place belonged to him, to his heritage. Lois could feel it.

When she realized she was sitting on a raised platform, she swung her legs over the side and waited for Clark to see her. Just out of the corner of her eye, she spotted Chloe on a similar platform a few feet away, her face pale in the white light.

"Can you at least give Chloe her memories back?" Clark asked, talking up and into the air around him. Lois studied the space but couldn't see anyone.

"Yes, I will begin when you are ready."

As she continued to look for the source of the overwhelming voice, Clark walked over to the platform where Chloe lay and gently kissed her forehead. With a trembling hand, he brushed her hair back and straightened. Whatever he was doing was distressing to him but, whatever it was, he'd made up his mind.

"I'm ready."

A sudden epiphany forced Lois off the platform and forward. "Clark- stop!"

When he turned and looked at her, Lois' legs almost buckled at the sight of his eyes filled with torment. Somehow in this place the emotions the farm boy always hid so carefully were laid bare before her, the rawness of it taking her breath.

Here she could read his desire to be accepted warring with his longing to care for others. His awareness of the risk he placed others in conflicting with his need for friends. It was an ongoing battle- usually waged internally- but in this place everything was at the forefront. Right now she could tell that Clark believed he was making the unselfish choice but it was breaking him.

Standing there in his power and uncertainty, Lois thought that he had never looked more beautiful… or more wrong.

"Lois, what are you doing?"

"Trying to stop you from making a terrible mistake," she told him firmly.

"What mistake? I'm restoring Chloe's memories. I mean, the Fortress is restoring Chloe's memories."

"All of them?" She took another step forward.

"Lois-"

"Clark," she interrupted.

His blue eyes skittered away. "It's dangerous to know my secret, Lois. Look at what Brainiac did to her," he emphasized.

"I know what happened, Clark, but life is dangerous. Does that mean you'd take her life as well?" Lois watched his shocked expression with sympathy. "People are who they are because of their memories and experiences. If you keep any from her, you'll be taking away part of what makes Chloe who she is." Lois took another step forward as his confused- but considering- eyes returned to meet hers. "You aren't God, Clark. You don't have the right to keep her memories."

"My son is making a selfless decision," the booming voice responded when Clark remained silent.

"Yeah, well," Lois said speaking up as she'd seen Clark do. "Just because his motives are pure doesn't make it right." She brought her eyes back to the man in red and blue.

"Chloe didn't ask to learn my secret," he told her, his expression letting her know that he was working things through in his own mind. "Alicia," he winced at the name, "took Chloe- practically kidnapped her- and showed her what I can do."

"Still," Lois debated. "Your secret is part of who she is now, whether you like it or not. That knowledge has influenced her, molded her, and guided her decisions. Who are you to say she shouldn't know? Maybe in the grand scheme of things, she needs to know."

"Grand scheme of things… like a destiny," Clark mused, his expression growing disturbed. "Do you believe in destiny?"

"I don't know," she responded with a shrug. "I do believe that things happen for a reason."

"Kal-El, we must proceed-"

"Just hang on, big guy," Lois interrupted, wanting to give her partner time to work this through for himself.

At her reaction to the disembodied voice Clark smiled but it didn't reach his eyes. Instead, he was staring, seemingly looking right through her, before he shook his head. "What about you? Are you saying that you wouldn't give up some memories if you could?"

Lois' gaze slammed into Clark's and he flinched at her incredulous look. Her heart stopped and stuttered. Feeling a sudden, sharp pain like a dagger, she could only whisper, "Which ones, Clark?"

At his silence, she continued, her voice stronger, only hinting at the hurt. "Do you regret telling me already?"

His shaken expression was genuine. "No, no," he shook his head for emphasis. "I wanted… I was talking about the ones that keep causing you pain. Post-Traumatic Stress is serious, Lois, whether you think so or not. It would be better for you, better for your health if those memories were gone." Clark's voice trailed at the end, uncertain in the face of Lois' previous objections. "I thought this place could help you, too."

At the sincerity in his voice, her pain eased and she considered his words. She thought about the memories that were causing her attacks- memories of the Darkness, Night, and the horrible things she'd seen in the future. Her first inclination was to tell Clark that she didn't want to lose any of her memories, any of herself. Unfortunately, she knew that he was right about them endangering her. Of course, most of those memories had been foisted on her by her older self, but she'd been given a choice.

After a few seconds she was able to respond sincerely. "There are some things I'd like to forget, sure, but all of my experiences make up who I am right now. If I didn't have them, I wouldn't be standing here, ready to do what needs to be done."

"What needs to be done," Clark repeated. "Like a destiny?" At her wide eyes, Clark narrowed his. "Lois, what is your destiny?"

She'd been dreading this question from him since she'd heard the booming voice telling Clark that she had one. She could tell he wasn't going to let it go this time. Her mind wandered back to the kitchen when she'd felt so vulnerable and terrified after revealing her feelings for Clark, the intensity of them rocking her to the core. Reflecting now, she knew what she needed to say. Somehow, seeing Clark here- in great power and loneliness- bolstered her courage. Like everyone else, Clark was the totality of his experiences and if Lois held herself back then neither of them would know what kind of man he could be with her in his life.

It didn't matter what he decided in the long run. It might crush her, might destroy her heart and her soul but ultimately that's why she was here.

You must continue to support and challenge him…

No more holding back.

She needed to give him the truth. Looking back she knew she'd loved him for a long time- as a shy farm boy, as a mild-mannered reporter, as a hero with super-powers, and even as a shell of a man infected by the Darkness.

By protecting her heart, she wasn't just holding herself back, she was holding him back.

Keeping her eyes locked on his, she closed the remaining distance between them and laid her hands softly on each side of Clark's face, watching his eyes widen in surprise. "My destiny," she told him, letting her feelings shine through the depths of her hazel eyes. "My destiny is to love you."

Doubt, shock, awe, and, finally, incredible longing swirled in the blue of Clark's eyes, each expression magnified in this place until Lois felt drawn to him by the sheer force of his will.

Her hands seemed to work of their own accord to pull his face toward hers.

"Lois," he breathed, as if her name was the answer to a prayer, and he bridged the remaining distance.

When his lips met hers, Lois surrendered completely, overwhelmed by the power and yearning that Clark poured into this one kiss.

Fortress of Solitude, twenty minutes later

Shivering in her light-blue shirt, she waited for Clark to retrieve her as soon as he dropped off Chloe at the Talon.

She smiled to herself at the success of the procedure. Chloe was otherwise healthy and had all of her memories intact. Ultimately, Clark decided not to hold anything back when restoring them.

Releasing a shaky breath, she inhaled deeply, feeling the expansion of her chest in the process. For the first time in years, she felt like she could breathe, really breathe. She'd revealed her true feelings to Clark, directly and honestly- no more holding back and no more running. She felt liberated.

Not everything was resolved, she knew that, but for the first time in months while surrounded by Clark's crystal palace, Lois let herself hope for the future.

Walking around, she stopped to stomp her feet, rub her arms and wait. It seemed like Clark had been gone a long time. The very air was suddenly dark and cold. It was quiet, too quiet.

She passed Chloe's platform and stopped, noting how it looked considerably darker than it had when Chloe was on it. She wondered how late it was, having lost track of time. Tired, she leaned against the platform for just a minute and then Clark raced in. Happy to see him, she straightened to rush forward, only to see his face grow concerned as he looked around.

"Lois, what happened here?"

Suddenly, his voice sounded like it was coming from a distance.

"Lois, what's wrong?"

"Lois!"

Her vision dimmed around the edges as Clark reached for her.

Everything went dark.