Chloe picked up her phone on the second ring.

"Chloe? Want to go to The Grotto today?" Clark's voice asked.

Looking outside, Chloe frowned at the overcast sky. "Uh, Clark, it's kind of nasty today. Looks like rain."

"Only here. It's clear up north and still warm enough."

Still looking at the threatening sky, she replied, "You sure? I still don't want to get rained on at super-speed. Might be time to admit we are done for the season."

Clark's voice sounded strained and kind of...panicky. "I'm sure. We leave in the next 20 minutes, we'll be fine, I swear!"

Sighing, Chloe gave in. It would be nice to go along one last time, even if she did get soaked on the way. After all, getting rained on and swimming would be basically the same thing, right? "Alright Clark. Be here in 15."

His voice was relieved and excited. "Great! See you then!"

Shelby was smart enough to stay in the farmhouse dry and comfortable. Because, as Chloe had expected, they did get rained on.

And rain hitting you at super-speed HURT!

Clark wrapped himself tightly around her, blocking most of the impacts until they cleared the stormfront. Thankfully the storm wasn't very large, and Clark had been right about it being clear up north.

When they reached The Grotto, though the air was slightly cool, a dip of the toe into the shallows indicated the pool was still quite warm. Chilled from the rainshower, Chloe unslung her totebag, discarding it on the beach. With a single motion, she reached down, grasped the end of her cover-up dress and pulled it up and over her head. Kicking off her sandals, she made her way into the warmth of the water, letting it soothe her muscles.

She heard an indrawn breath behind her, and turned to see Clark ogling her from the beach. But his eyes were wide with alarm, not...that other look he sometimes got. The look she ignored. Except for that one time...she squashed that memory quickly, focusing on the now instead. "Clark? What's wrong?" she asked.

"Oh, Chloe, I'm so sorry..."

"What?" Then looking down, she saw what he meant. Her side that had been exposed to the pelting rain was red and angry. Looking at the marks, she worried it might bruise, even though she rarely did.

Then she heard the water sloshing and Clark was at her side. "Let me see..." he told her, taking her arm in his large, strong hands. His powerful hands began working her arm gently. She knew he could bend steel with those hands, but on her, they were gentle and soothing. She found herself relaxing into his ministrations unconsciously. She lean back against Clark as his strong hands worked over all the spots that the driven rain had made so tender. Eyes closed in pleasure, she gave herself over to the touch. How many times had she dreamed of Clark's hands on her? And now, they were.

Eventually, his hands stopped working, and his voice came soft and gentle to her ear. "Chloe?"

"Hmmm?" she answered dreamily, aware that he still hadn't let her go. She was glad of that, because she wasn't sure she could stand...and wouldn't it be awful if she drowned in their lovely pool?

"Does that feel better?"

"Hmmm."

She heard his deep laugh and it made her smile and finally open her eyes. Rubbing the bruised area on her arm, which now only had a slight sting, she asked, "How did you learn to do that? It only stings a bit now when it was really sore before."

"From my dad. He rubs down the horses the same way with liniment when they might bruise."

Laughter bubbled up at an absurd thought. "So you treated me like a horse?"

He grinned widely in reply. "Well, I thought it was more likely to help than my mom's treatment."

"Oh, and what is that?"

He smiled teasingly, "She'd just offer to kiss it and make it better."

In her relaxed state, Chloe's mouth ran away without checking with her mind first, and she replied, "Oh, I don't know. Sounds like it could be pretty effective to me."

She thought she caught a quickly drawn breath from Clark, which made her realize what she'd said. She tried to backtrack. "I mean...It's pretty much better now, so...yeah." Embarrassed, she tried to move away, but Clark caught her hand in a firm but gentle grip. Turning back to look at him, he gave her a warm and teasing smile.

"But it still hurts?" he asked, eyes dancing.

Not sure how to react to flirting(?) Clark, she knew her answer sounded nervous and unsure. "A little, but I'll be fine. I've had much worse, and- "

Smiling, he replied, "Well then, maybe I should try mom's treatment..." Then before she could protest again, he lifted her hand gently to his lips, and holding her gaze with his brilliant blue eyes, he placed a firm but gentle kiss on the back of her hand.

The princely action was too much, and suddenly her nervousness transmuted into a fit of giggles. "Clark, stop being ridiculous. I'm no princess for you to kiss my hand."

Something flashed in his eyes, but was gone a moment later, making her wonder if she had seen it at all. Then his smile was back. "But does it feel better?"

Her laughter tapered off, but she was still smiling as she replied, "Yeah, my hand feels super."

Still holding her gaze, he lifted her hand so he could bring her forearm up to his lips and placed another soft kiss there. "Better?" he asked, his eyes turning deeper.

This time the laughter was gone from her voice, replaced with a quivering sort of feeling. "Yeah..."

She found herself trapped in his hypnotic gaze. His lips trailed up her arm to her bicep, but he never released her arm or her gaze when he planted a kiss on her upper arm as well.

"Better?" he asked again.

"Yeah..." The single word seemed to catch in her throat.

Oh god, was this happening? Or was she just dreaming and any minute now she'd wake up alone and sweaty in her own bed...?

Pulling her close to him, Clark ran his lips from her upper arm, and moving around her, to her shoulder. She knew she should stop him, but with a light pressure, he placed a kiss on her shoulder, just next to the strap of her bikini top. Chloe shivered with quickly mounting excitement as his husky voice near her ear asked, "Better?"

Oh God, Oh God, Oh God...

She had to stop this now. She couldn't let some friendly, teasing game for him get her heart all twisted around in knots. She'd been caught in that trap too many times before... She forced herself to calm and step away from him, rubbing her arm as it to erase the phantom kisses he'd left there. "I wasn't hurt on my shoulder, Clark, but thanks anyway. I feel much better now."

"Chloe..." He caught her hand again, forcing her to turn back and face him. She demanded that her body stay still instead of rushing back to join him...despite what the blood singing in her veins clearly wanted.

He didn't release her hand, but he ran the other through his hair in a nervous gesture which gave her pause. "Clark? You ok?" Then a thought struck her, and she moved quickly back to him.

Grabbing his chin in her hand, she forced him to look into her eyes as she searched his clear blue gaze for any signs of meteor rock sickness. "Were you exposed to some kind of Red-K? Someone hack your mind or body swap you again?"

What? Clark thought, confused by the sudden change in subject.

This was definitely not going as he had expected it to. Especially considering it had been getting really...encouraging there for a moment. Still, Clark decided to press on.

Pulling his chin away, he said in an exasperated voice, "No, Chloe, it's nothing like that..."

Her voice sounding sympathetic, and open, Chloe gripped his hands in her own clasped grip. "It's OK, Clark. You can tell me anything. I'm your friend."

Friend. Always just friends.

But he didn't just want to be friends anymore, and he knew it was now or never.

He took in a big breath, then let it out slowly, forcing the words he had wanted to say to her for months out, he asked, "But what if I don't want to be friends anymore?"

A bolt of pure pain stabbed into Chloe's chest, followed an instant later by anger. After all they had meant to each other, after all the camaraderie spent in this place, their place, and here he says they doesn't want her friendship anymore? After keeping his secret and protecting him from goodness-knows-how-many dangers, including dangers from himself, and he tells her now that he wants her out of his life?

She wanted to hit him. To hurt him the way he had just hurt her. But she knew striking him would just hurt her, not him. So instead, she used her best weapons. Words.

"Fine," she spat. "That's just fine. You want out of this friendship, I won't hold you back." And suddenly her anger drained away, and the pain returned. Her voice sounded choked as she continued, "If that is how you want it, I'll let you go. I'd never try to hold you back, Clark. Surely you know that." She sniffed. "I know what a hero you can be, and maybe I thought I could stand by you, but if you don't want me...don't need me, I understand..."

She turned away before she could see the look of horror cross his face.

Wait, what had just happened? He had been trying to tell her that he...then Clark realized how he had phrased it and instantly kicked himself mentally. Was foot-in-mouth a Kryptonian condition or was it just him? He chased after her, and gripping her shoulder spun her back around.

"No! No, Chloe! That isn't what I meant! What I meant...I mean...what I was trying to say was...I-I just..."

Now her cheeks flushed with color and he couldn't tell if it was still upset or anger again. "Just spit it out, Clark!"

"I'm in love with you, Chloe!" he shouted at her.

Wait, what? Chloe's mind just...stopped at Clark's words. "You-you love me?" she asked in shock. "Me. Chloe. Not Lana. Not Alicia. Not -"

Clark let out a relieved breath, then smiled beautifully. "Yes, Chloe. I've been wanting to say something for a while - even before the kiss - but I was afraid."

"Afraid?" What could Clark possibly be afraid of? He had to know how she felt about him...didn't he?

"I was afraid that you wouldn't want to risk our friendship, especially after the last months since you learned my secret. You are so incredibly important to me, Chloe, but I couldn't hold it back anymore. I know you probably don't feel the same way, but..."

What? Did he really not understand how she had been fighting her feelings for him all this time? Did he really not know? How was that even possible?

Then she thought back and remembered...how after the Spring Formal she had told him it was better they just stay really good friends...then how cold she had been after their almost-kiss in The Torch (though he had eventually told her it was really Lionel Luthor that had taunted her so)...

And how she had turned away from him after he had kissed her right here in this pool.

But she also remembered how when had opened her own heart to him after the meteor-rock Gatorade incident and he had shut her down. Gently, but still he had been clear he didn't see her the same way she saw him.

But that was before. Before she had known who and what he really was, and loved him not in spite of his differences, but even more because of them. With his powers, he could go to the the dark side more than any meteor freak, but he didn't. Because in his heart, he was Clark. And even without powers, he would always be a hero. Her hero.

But between what she had seen as Clark's unshakable devotion to Lana Lang, his rejection last year following the pom-pom juice episode, and taking on the role of sidekick, she had resigned herself to BFF and nothing more. Maybe her denials had grown thin since their kiss in these waters, but now she couldn't ignore the truth anymore. She couldn't keep telling herself it was a mistake. Couldn't keep telling herself to guard her heart, that it wasn't safe in his keeping.

Because now, here he stood, his eyes guileless and hopeful as it was now him opening his heart to her.

Should she risk it and tell him how she felt? Or was this a trick or some sort of possession as she had first suspected? She'd had her heart stomped on too many times by Clark's heavy tread, not have reservations.

"So just be be clear..." she said. "You are in love with me? Chloe Sullivan? The blonde ace reporter? You aren't confusing me with Lana the brunette princess?"

Clark gave her a sheepish smile. "Yes, Chloe, you. My best friend and...maybe more." He paused, then continued, "I thought it appropriate that I tell you here, since this is where I fell for you."

Something hard-shelled inside Chloe began to thaw. Was it true he had fallen for her? And here? She knew he had never come here with anyone else except her and Shelby, but she hadn't realized this place had meant as much to him as it meant to her. It made her feel important. Treasured. "Why did you wait so long to say anything? We've been coming out here for months now, " she asked.

He shrugged again. "Like I said, I was scared. But then as the season started to change I became even more afraid that our time here would end, and I still wouldn't have told you. So we'd go back to our normal lives and I couldn't bear that thought anymore." He moved close to her again, to the point where she had to tilt her head back to continue holding his gaze. "I had to be sure you knew I loved you, even if that was all it ever was. That even if you still just wanted to be friends, that you knew that I wanted more. And I had hoped..." he trailed off, but his look grew intent. "You might feel the same way." He backtracked quickly. "Or maybe that you could."

She felt tears of joy sting her eyes as the words poured from her. "Oh, Clark. Don't you know? I've been in love with you since we were in 8th grade."