Title: Only Human

Author: Nursie

E-mail: Nursie1126@hotmail.com

Disclaimer: I don't own Smallville... WB does... Only original characters and storyline are mine.

Rating: Rated R

Characters: Clark and the gang plus original characters.

Spoilers: Any and ALL Smallville eppies up to Nicodemus and possibly future eppies once they air and I keep up with the story.

ONLY HUMAN: SMALLVILLE FAN FIC

BY: NURSIE

Part 5b- "Standing Still..."

Clark gave one quick last glance back at the Talon through the rearview mirror as they pulled away from the curb. Lex was saying something... but he didn't hear it. He hadn't really wanted to leave just yet. He saw her standing there... and he hadn't even said good-bye. What was wrong with him to do such a thing? How could he have been so careless... so rude... so stupid? He tried to tell himself since Lex had said good night to his sister that she would take it as said... but the truth was he hadn't known what to say to her. He was having all kinds of trouble trying to figure out what was inside his head. And since this afternoon, he wasn't sure if he would ever be able to utter a complete sentence directed towards her again. Blinking, Clark glimpsed at Lex from the corner of his eye.

"You don't really think I like your sister do you?" He asked sheepishly. He didn't know how Lex would take it if he truly knew what went through Clark's head since he had first laid eyes on her.

Lex smiled wickedly. "I'm not sure Clark. I am pretty sure you find her attractive."

Clark got very quiet.

"Come now Clark. You couldn't keep your eyes off of her. I know you think she's pretty."

"I do..." Clark hesitated with his answer. He cleared his throat. There was a silence that settled over them the rest of the way to Luthor Manor. Clark parked his mother's car in the garage and then followed Lex into the house.

Lex slid out of his leather jacket hanging it on the back of one of the kitchen chairs. He turned on a light and looked at Clark.

Clark looked a bit nervous. He hadn't ever stayed at Luthor Manor before and he wondered slightly why he was now. He eyed Lex for what seemed like forever until Lex folded his arms across his chest and smirked.

"Look farm boy... don't flatter yourself. Although you are fairly attractive for a guy... I do prefer the ladies... I just noticed you have had some things on your mind lately and figured you could use a way to unwind." Lex turned and proceeded towards the den with Clark close behind him. Picking up a remote control, he pushed the power button and a large screen ascended from the ceiling.

"You brought me here to watch television?" Clark laughed.

"Not really...what do you want to do Clark? Anything in particular?"

Clark watched Lex walk over to a small bar in the corner and grab two glasses from the cabinet. He watched as the movie Boogie Nights started to play.

"What's your poison Clark?" Lex joked as he poured himself a scotch and soda.

Clark breathed deeply. What he was about to say would probably shock Lex, because it sure as hell shocked him. He turned towards the television screen, away from Lex. "I'll have what you're having."

A half grin crossed the corner of Lex's mouth. "And what makes you think I would provide alcohol to a minor?"

"You said you wanted me to unwind..." Clark arched an eyebrow. "I've never really drank before. I was sorta wondering what a hangover feels like." Clark held his breath.

Lex mirrored Clark's expression and toyed with the grin on his lips then began to pour a second glass of the scotch and soda.

Clark, fidgeting hadn't noticed when Lex walked over to him and handed him the glass. He took it and swallowed carefully.

"Take it easy on that stuff." Lex laughed. "You really don't want to know what a hangover feels like."

Clark took a seat on the leather couch and toed off his shoes. Lex sat down in the chair next to it and sat his glass on the oak end table. Clark finished his glass and sat down the empty container on the coffee table with a resounding noise. He thought for a minute before asking if he could have more. He didn't know if he wanted to put himself through the horrendous task of swallowing something so awful again. Lex looked at him and practically read his mind.

"There is some beer in the mini fridge if you want to help yourself." Lex offered. "But know that you are staying over if you drink it."

"I thought I already was." Clark responded.

"As long as we are clear on that."

"Crystal... now were's the fridge?"

By the time Lex found he could hardly even hold the glass up to his mouth, Clark had drank more beers that he could keep track of. The boy was definitely tipsy... Lex noted that from the comments he would make about the movie they were watching.

"Oh man... how do they do that?" Clark would suddenly say in between drinks from his bottle.

Lex didn't know how to answer him. His head was swimming and he'd drank less than Clark. "How do they do what Clark... Your dad did tell you about sex..."

Clark turned to Lex with a lazy curiosity in his green eyes. A sloppy grin crossed his features. "It just looks like it would hurt is all." Clark slurred a bit.

"You have been with girls before Clark... right..." Lex asked.

"Uh not really..." Clark sounded embarrassed.

"You do LIKE girls..." Lex teased.

"Very much so..." Clark answered. "I've been getting all these weird feelings lately Lex... it's wonderful and scary at the same time." Clark stood and pointed the beer bottle at the screen. "Is that her leg on his shoulder?" His gaze was concentrated and his chin tucked at his chest in a drunken haze of sorts.

Lex shook his head. "And this isn't even a really dirty movie... it's just a movie about the making of dirty movies."

"What was that Lex?" Clark asked still concentrating on the screen.

"Nothing..." Lex said audible enough then stood himself. "You know... I think we both could use a little coffee."

"Got any food back there... or anywhere for that matter. I'm starving."

"Would you like to order a pizza Clark?" Lex asked as he found his footing and walked slowly over towards the bar area to start a pot of coffee.

Clark let out a laugh. "A pizza? How 'bout sex."

Lex dropped the mug he had grabbed and it ricocheted off his toe and hit the floor without breaking. "Wha???" He gasped while bending over to pick up the mug.

"I said..." Clark was still slurring his words profusely and Lex knew he needed to get something in him to sober him up. "How 'bout SIX."

"Oh you said you want six pizza's..." Lex turned to put the water through the coffee maker. He wanted to laugh at Clark's innocence. The boy was obviously dealing with some growing up issues... "Then six pizza's it is." He didn't question the amount of food Clark had inquired. He just turned around then pushed a button on the intercom, the voice of one of the kitchen help echoed through the room and Clark jumped towards the intercom with a wide eyed grin on his features.

"Shelly..." Lex asked.

"Yes?" the voice came back with a little static.

"Could you order a few pizza's for us... Clark's over for the night and Lis should be home soon."

"Certainly Mr. Luthor... what would you like on them?"

"EVERYTHING..." Clark cried. "Well except anchovies... they sorta taste gross."

Lex cracked a smile. "Did you hear that?"

"Yes sir... how many did you want again."

"Six." Lex informed her.

"I'll do that right away. Is there anything else before I retire for the night?"

"Just make sure one of the guest rooms in the same wing as Lis's and my room is available for our guest." Lex said politely. He was happy that he hadn't sounded drunk.

"I'll get right to it. Max will bring your order when it is finished."

Lex let go of the intercom button and returned to his coffee. He poured himself a mug and also one for Clark. He walked back over to the seating area and placed Clark's cup next to several empty beer bottles. Clark walked slowly toward the couch again, trying to decide if he wanted to sit down. He ran a hand through his hair and looked at Lex awkwardly.

"What's the matter Clark..." Lex asked sipping his coffee.

Clark breathed deeply. "I don't know." He stated and he was serious. His head had been a bit fuzzy a second ago but now, it was clearing. ~ Shoulda guessed alcohol wouldn't keep it's affect on me~ He shook his head and Lex eyed him wondering what he was doing.

"There's got to be something wrong. You know you can trust me Clark. Haven't I proven that to you?"

"Of course you have. I trust you completely." Clark said then winced at the realism in his words. He did trust Lex... but except when it came to his abilities. His mind went back to Lis... someone he had been trying to forget to think about since he had gotten to Luthor Manor. His thoughts came to him like a flood. She definitely knew he was not normal... For many years he had longed to be able to tell someone, to talk to someone besides his parents about his gifts. He knew that he did not scare Lis Luthor... he also knew that she did not know the whole story. She didn't know about his vision, or his speed... or his ability to float... which he had been doing a lot more of lately. One night even, he had actually dreamed he had flown. Through clouds and stars... it was beautiful. The wind in his hair and the air around his body, he hoped that the feeling he had in the air as he found himself speeding towards earth was what being in love was like. Because that was the feeling he was getting whenever he was around Lis. Clark sighed. "You know Lex... I am just so tired of being unnoticed. The other day when I wore that sweater... it was funny I got a lot of different looks. I got attention... Is that what it takes for Lana to want me? A sweater? If she wants me because I look good in a skin tight sweater then that doesn't seem right to me. I want someone to be with me because they love me."

"Clark... you're young... believe me... You'll fall in love for real someday."

Clark threw his arms in the arm dramatically. "I don't mean that. I've been having these feelings lately... Let's just say I've been taking a lot of cold showers."

"You don't have to be in love with someone to have sex with them Clark." Lex answered and he could see the relief in Clark's eyes because he had addressed the subject Clark was miserably stumbling around.

"Isn't that the way it's supposed to be? I mean... that's the way I want it to be. But I don't want to be such a doof at it when it happens that the girl I'm with has a terrible time." Clark tried to step around his words. He couldn't actually come right out and say what he really wanted to ask. Clark had many questions. He was almost positive he could be with a human female...but then there was the question of his strength... his abilities always became an issue in everything he did, and this was no different but he couldn't very well ask Lex about that aspect of his thoughts. He decided to stick to basics.

"That depends on the person. Most of my relationships are never based on love. When you ask me what that means... I guess it's just less complicated to keep it that way." Lex took another drink of his coffee. "Do you still think you are in love with Lana?"

Clark shrugged. He knew the answer to that... but didn't want to address it. He didn't really know how Lex would take it if he just came out and said... ~No I'm not in love with Lana anymore... but I think I am falling for your sister ~ Clark shook off his thoughts. "I dunno..." Clark smiled as he saw Max, one of the housekeeping staff bringing in six rather large pizza boxes.

"Thank you Max... you can leave them on the bar and retire for the night." Lex said standing and gliding over to the pizza. Clark beat him there, he had one box open before Max left the room. The man nodded and disappeared.

Clark took a rather large bite from his slice and chewed it like he was starving. "I'm just hungry." Clark said, and then realized there were two definitions for that word. He was definitely hungry.

The movie credits started to roll and Clark finished his first piece of pizza. He looked over at Lex while leaning on the bar. He reached his long arm down towards the mini refrigerator and took out a Red Bull energy drink. His smile asked permission as Lex nodded his head. He opened the can and took a long drink. "You wouldn't have anything... a bit more racy... would you?" Clark asked suddenly sounding shy. He grabbed for the bottle of Vodka and took a long drink from the bottle then chased it with the energy drink.

"Are you asking me if I have any dirty movies?" Lex laughed.

"Well..." Clark paused, thinking as he chewed. "Yes." He finally answered.

Lex smiled. "Have you ever watched a pornographic movie before?" The laughter was there, in his eyes as he asked Clark this.

Clark stared into space for a full minute. "Not really. But the movie we just watched sorta made me wonder. I've always been curious... and even more so lately. I just want to see how it's done."

Lex made his way over to one of his many shelves in the room. "What kind of movie are you wanting to watch? Something funny? Like maybe an older 80's romp... or something a bit more sophisticated... perhaps foreign."

"If it has nekkid girls in it... Just push play." Clark said as he stuffed another piece of pizza in his mouth then took another long drink from the bottle.

Lex winced at the way Clark was drinking then smiled. He could see the child like innocence in Clark's eyes and he could also tell he was still very much under the influence of all the alcohol he had consumed. The pizza must be helping though; he could tell that in the way Clark was forming his sentences. He hadn't planned on spending the evening watching filthy movies and drinking with Clark... but he figured Clark was just expressing his curiosity. He finally loaded his DVD player and pushed the play button. He shrugged to himself when he thought about it... it really was inevitable... If Clark had seen half the things he had seen at his age... It was natural for Clark to wonder. He decided to sit back quietly and let Clark watch the show. Lex knew he could control himself... but poor Clark... didn't know what he was in for. If he thought those red underwear Lana had stripped down to when she was under the influence of the Nicodemus flower were hot... Clark had a lot of learning to do.

Clark grabbed three pizza boxes as well as his drinks and moved towards the sitting area once more. Placing the pizza slice in his mouth, he placed his bottle on the table next to the coffee Lex had made for him. He watched the screen as it went from blank to something else... and he winced at the sounds coming from Lex's surround sound.

After a few minutes of not blinking, the pizza fell from Clark's mouth and he was unable to chew. Lex wanted to laugh out loud at the reaction Clark had to the film but he didn't want to hurt his feelings. The noises grew louder as Clark shuddered when he heard a moan coming from one of the pretty red headed girls on the screen before him.

Lex sat in his chair, his head in his hand partially covering his eyes. He wasn't watching the movie, but he was interested in the look on Clark's face. Clark started to chew his food slowly and swallowed even slower. His lips trembled and he got this far away look across his face. Lex wondered for a moment what Clark was thinking... but pushed away the urge to say something. ~ He really needs to get a girlfriend...~ Lex thought as the noise from the movie echoed through his brain. Every second or so he would peak through his fingers and catch Clark's expression. He had to bite his tongue to keep from laughing several times.

Clark had placed the pizza boxes on the table. He had a furrowed look to his face and he was squirming a bit. He swallowed hard and turned to Lex. "Somehow, I don't think that's what I needed to see."

"You asked for it." Lex replied chuckling.

"Look, I am curious. That's normal... right?" Clark's voice trembled for a moment and Lex blinked at his words... Normal wasn't exactly something Lex thought Clark would worry about. Sure he was always turning up doing extraordinary things... but in a way, Lex felt Clark was more normal than most people. Lex smiled at Clark.

"I can see that you are confused. You know you can talk to me. I don't think a movie is going to clear anything up for you." Lex observed. "Are you really that worried about being with someone?"

Clark gulped hard. "It's not that I am all that worried about being with them... I don't know how to explain it. It's just been on my mind a lot."

"What has been on your mind? I can't help you if you don't talk to me Clark."

Clark suddenly felt awkward. Funny how the movie didn't do that, he hadn't really had a problem with watching the explicit material that flashed across Lex's television screen. It had been somewhat insightful. Not that Clark did not have any idea about what was going on there, he was more than curious... and the need for information was getting out of hand in his opinion.

"Are you a virgin Clark?" Lex asked amused.

"What?" Clark obviously hadn't expected the question.

"You heard me... have you ever been with anyone Clark?"

"Depends on what your definition of those words are." Clark answered in a low voice.

"I know Chloe kissed you... I know Lana has kissed you... Tell me Clark... are you a virgin?"

"Lex... I haven't even had a serious relationship..." Clark looked down at his feet.

Lex noticed that Clark was starting to become embarrassed.

"You know it's nothing to be embarrassed about. Everyone has a first... Lana is blind...same as you are when it comes to Chloe."

"Chloe? What does she have to do with any of this." Clark asked aching an eyebrow.

"She loves you Clark." Lex stated as if it was nothing new.

Clark shrugged his shoulders and a look even older than his seventeen years crossed his face. "I know." He breathed. "But I don't feel that way about her... like that... that is. I do love her. She's my friend. I've known for a while now. She doesn't hide it very well."

"And Lana?"

"Lana has Whitney."

"Isn't that what the past three years have been about though? Breaking them up and getting the girl?"

"I'll tell you the same thing I told Lis... I'm not in love with Lana... I don't know if I ever was." Clark looked away from Lex.

"Then who has got you in such an emotional mess?" Lex questioned.

"I don't know if I should say... I mean..." Clark breathed. "Lex..." He began again. "You're my best friend. I don't want anything to come between that." He looked back at his feet.

"And nothing could. What are you afraid of Clark?"

Clark sighed leaning his head back to rest on the leather couch. He closed his eyes. "Myself..." He said.

Lex looked at him confused.

Lis Luthor made her way down the road that led her home. Finally after what she felt was forever she pulled the jag into the garage. Slamming the door, she quickly entered the house, slipping out of her jacket and looked around for any sign of Lex or Clark. She moved past the kitchen and went into the foyer... when she didn't see or hear anyone from there, she started actively looking, turning the corner and coming to the den, she started to peak her head inside the room.

She couldn't help herself but to smile. Her heart felt warm inside her chest as she entered the room and felt for the remote to turn off the television screen. Pushing the power button was as good as an alarm clock for Lex who jumped upright.

Lis saw him sit up and walked over towards him. He and Clark had fallen asleep; him in the recliner chair and Clark was still sprawled on the leather sofa. Lis smiled at Lex. He gave her tired half grin in return.

"Hi..." He practically whispered. "What time is it?"

"Hi..." Lis replied. "Just after twelve. You two fell asleep early."

"I guess we did." Lex shrugged his shoulders and started to stand to stretch.

Lis's eyes scanned the room, noting the six pizza boxes. She walked over to them and opened one, taking a cold slice from its cardboard home. She took a bite. "I take it you boys had fun?"

"You could say that." Lex stretched his arms above his head. "I should wake Clark and show him to his room."

"He's staying over?" Lis asked sounding a bit too interested.

"He had a few drinks. I don't feel comfortable letting him drive home." Lex said and took a step in Clark's direction to wake him.

Lis chewed her food. "A few?" She glanced at the empty Vodka bottle. "Wait..." She cried then put her hand to her mouth as Clark stirred in his sleep. Her eyes ran the length of his body and she hiccupped from eating the pizza too fast.

"What?" Lex asked almost to Clark.

"Why don't you go on upstairs? I can show Clark to his room... besides..." She paused and this time Lex saw his sister look down at her feet. He smirked a bit, as his brain started to wake up and throw questions at him that he didn't know if he wanted answered right there and now.

He finally sighed. "I am tired..." He said watching for any change in Lis's face. He saw it then... the way she looked at him. He knew Clark found her attractive but Clark hadn't given any other indication that he was interested in Lis. However, with the look in Lis's eyes, it was more than apparent how she felt about the boy sleeping somewhat soundly on his leather sofa. Finally after he watched Lis look upon Clark with those eyes, Lex didn't know if he could take much more. "Just make sure he makes it up to bed... I'm going to head on up myself." Lex then turned and took several steps away from the two. As he made it to the door, he turned and peered over his shoulder. "Are you going to tell him about your illness?"

Lis became somewhat exasperated. "Lex..." She whispered a cry. "I told you I'm feeling fine."

"From the way you look at him... you are feeling more than fine..." Lex said.

"He makes me feel safe." Lis admitted in a low voice.

"He makes everyone feel safe." Was Lex's answer.

Lis watched Lex as he unbuttoned the cuffs of his shirt as he left the room. She stood there for several remaining moments, until she heard the grandfather clock in the foyer chime the time of twelve thirty.

She waited until she knew Lex was a good distance away before she wiped her hands on her dress to try and remove the grease from the pizza. Kneeling quietly she went over to her sleeping beauty and just looked at him. Smelling his hair and letting her eyes look upon him. The shirt he was wearing was snug, and it was inching up his belly to where she could see his stomach along with his belly button. She wanted to touch his skin and fought the urge to do so. She didn't know how much he had had to drink... but from the looks of it... it had to have been enough to make an elephant tipsy. There were bottles everywhere... she didn't need to count them. She could smell the sweetness of the alcohol on his breath when he breathed as she observed his chest rise and fall with each breath. Her hand went to brush his hair from his face but she stopped herself just short of touching his cheek. She stared again... half not wanting to wake him, but just wanting to look at him without anyone around. She sighed to herself and took several shallow breaths. She wanted to curl up next to him, have him put his arms around her... make her feel safe. She started to scold herself again. Rolling her eyes at herself she prepared to wake him up. Licking her lips and clearing her throat she placed a soft hand to his shoulder.

He didn't notice her touch him. He didn't even stir. Lis started to shake him gently and finally he took a deep breath and moved slightly. She smiled as his arm tried to stretch in front of her. His hand blindly made contact with her shoulder and Clark's eyes slowly peeked out from his lashes when he felt his hand smack into something. The surprise in his eyes was hard to hide. He fumbled for something to say and started to smile slowly.

"I'm sorry... I didn't realize I had..." Clark tried to spit out.

"It's ok... I shouldn't have startled you." Lis answered.

Clark swung his legs over the edge of the sofa and sat up stretching. "What time is it?" He yawned for effect.

"Just past twelve thirty." Lis replied.

"My head hurts a little." Clark lied.

"I'm not surprised." Lis said as her hand went to the small bandage on Clark's brow. "Drinking will do that to you... and the knot on your head probably has something to do with that."

Clark felt her hand on his forehead. Without thinking his hand reached out and touched the top of hers and she jumped a little bit. Clark winced at her actions and a look of confusion played with his eyes. "I should probably get to bed." He said softly.

"I can show you to your room." Lis offered.

Clark's mind suddenly went elsewhere when she said that. His eyes followed her face and inched downward towards her neck. "You know... We haven't been able to talk since my parents came to the clinic this morning..."

"I know..." Lis said meekly.

"Can I ask you something?" Clark spoke softly.

Lis's heart pounded in her chest. "Sure you can ask me anything."

Clark thought for a moment. There was so much he wanted to say to her... but didn't know how. The evening had been somewhat insightful... the movie and talking to Lex... he hadn't remembered when they fell asleep... but he had a good idea that Lex knew how he was starting to feel about his sister. "Why did you do it?" Clark asked suddenly.

"Do what?" Lis asked now taking a seat next to him on the sofa.

"You know... this morning at the clinic. You could have done everything differently... but you chose to help me. Why?"

Lis took a deep breath and tried to look him in the eye. She saw a dark lock of hair fall over his eyes and she moved to brush it away. The electricity in the touch would have stood their hair on end... and in the end, the hair was brushed almost lovingly away from his face and she was left looking directly into his green eyes.

She saw so many questions there, and none of them she knew the answer to. "I..." She stammered. "I... just know what it's like to want to keep things from the outside world."

"Are you talking from experience?" Clark asked.

"Clark... everyone has something they don't want others to know. Including me." She answered shyly. "Maybe I should show you your room."

Clark didn't know what to say. He liked having her there talking to him without anyone around... but he didn't know what to say. He chided himself at being so unarticulated and blushed as he felt her eyes on him. "I... um..." Clark felt his mentality snap then, all reason going directly out the window. He leaned in and kissed her softly on the lips.

Lis felt the gentle touch and goose flesh went up her arm with lightning speed. The kiss was simple and she didn't know how to take it. Was he just thanking her for what she had done at the clinic? She let herself feel the kiss but it was over with too fast. Short and sweet... she told herself. "What... was that for?" She asked when he pulled away from her.

Clark shrugged his shoulders. "I didn't know what else to say." He answered.

"Well... it was rather well said..." She told him.

Clark smiled. "Thank you... for today... and yesterday."

"Yesterday?" Lis asked dumbfounded.

"At the Beanery." Clark admitted.

"The Beanery?" Lis's voice sounded soft and full of something Clark was not sure how to comprehend.

Clark waited for her response quietly yet hopeful, debating on whether to just tell her that he thought he was falling in love with her.

"Why are you thanking me for that? I remember you were the one that came over to me and tried to make me feel better." Lis's looked down at Clark's lap.

Clark watched her avert her gaze and a small grimace toyed with his mouth. He took a cleansing breath and prepared himself for what he wanted to say. "I was talking about what you did..."

"What did I do?" Lis asked. She blinked then returned her eyes to his handsome face and tried to take a mental photograph at how wonderful he looked in the dim light of the room. The fireplace gave an amber look to the room, and the dim lights in corner cast a romantic shadow on the moment.

"You don't know what you did?" Clark said.

"All I did was kiss you... why would you thank me for that... you don't even like me like that..." Lis rambled.

"What makes you say that?" Clark wondered out loud.

"The way you look at Lana." Lis answered.

"You never let me finish a sentence do you?" Clark's hand went up to push a piece of Lis's hair from her face. "You have pretty hair." Clark said, the blush creeping to his cheeks.

"Thanks." Lis replied shyly. "I don't feel so pretty Clark."

"Why don't you?"

"Tell me Clark... do you look in a mirror?"

"It's sorta inevitable. You have to look at your reflection once in a while." Clark teased.

"Do you know you are the most attractive man I ever saw?" Lis whispered then looked down at her feet.

Clark heard her... the comment echoed through his brain and bounced around his head. He didn't know how to reply to that... she was giving him a compliment... Clark didn't take them all to well. He tugged at his shirt and found Lis's hand on his removing it from his shirt.

"Don't." She requested. "I rather like the view."

"So do I." Clark responded as his hand covered hers at his waist, the other went up to touch her face. He leaned in once more and she watched him with doe eyes as his face came closer and she could feel his sweet breath on her face.

"You...you...do?" She stammered.

"At this moment... I can only hope you can sense the way I feel. I don't know what I'm doing... but if you'll show me..." Clark's eyes didn't waver, they locked with hers and Lis thought she could be lost for decades in his eyes.

"What is it that you want me to show you Clark?" Lis asked softly. "Are you sure you know what you are saying?"

"I don't think I've ever been so certain." Clark confessed.

Lis's heart started pounding and she could hear the blood rushing through her veins in her ears. She knew he had been drinking. She didn't know whether or not to let her heart take over, or listen to her head. Her head told her to show him his room, and kiss him good night. Because tomorrow, after he woke up from his apparent intoxication, he would probably regret what he was asking of her... and she just couldn't live with that. What her heart told her to do was lead him to his room, and do as he was asking. The thought of waking up next to him sent shivers down her spine and she once again looked up at Clark, not realizing she had looked away. There she saw the innocence of a boy on the brink of growing up... "Clark?" She whispered as she felt his face closer to hers. She leaned her cheek on his, and closed her eyes.

"Yes?"

"I should show you to your room."

"I know." Clark answered. "Are you coming with me?"

"Is that an invitation?"

"Take it anyway you want... I just don't know if I can be alone right now."

"Then follow me hero." She stood and gently pulled on his hand. He followed her and they made their way out of the room with Lis leading the way... her hand in Clark's and he was staggering slightly.

They made it up the stairway without much problem... and went down the long hallway that would lead them to their destinations. She opened the door to the room Clark was to sleep in and waltzed inside as Clark entered after her. She looked on the bed, noticing that one of the housemaids must have laid a pair of Lex's pajama's out for Clark because there was a pair of navy blue silk pajama bottoms laid out on the satin comforter. The sheets and blankets turned down awaiting his presence. Clark's frame swayed a bit... reminding Lis of how much her guest had actually drank. "You've never had that much to drink before have you?" She smiled at him and he smiled back.

"I have never had more than the two beers Pete and I snuck up in my loft a while back." Clark admitted. Lis stopped near the bed and turned to face Clark. Her heart felt heavy at what she was about to do... she knew she shouldn't stay with him tonight... if she did, he probably wouldn't even know what happened... and her feelings could not take that. She wanted to be with him... but not like this. "You should change your clothes. Shelly must have laid them out for you."

Clark shrugged. He effortlessly pulled his shirt up over his head as Lis felt her knees begin to cave. "I should go to bed myself." She said.

Clark reached out for her arm as she took a step past him. She turned and saw his face clearly... and then he kissed her again. This time not at all like the first. A reminder of how he had touched her at the Beanery went through her body and she leaned into him, feeling every possible inch of his body she could. His tongue darted out to touch her bottom lip awaiting entrance to her mouth. She gave in, touching his with the tip of hers. Her knees did grow weak from under her, and she felt the loss of contact of her feet and the floor. Yet she was still standing up right sort of. Clark's arms were around her, holding her up and his mouth was causing her inability to stand. Her hands moved over the soft skin on his shoulders and across his chest down his rib cage towards his waist. She found his cargo shorts hanging on his hips and she could feel the elastic of his boxers peaking over his shorts. She felt something pushing into her hip and realized that she wasn't the only one enjoying the encounter. The physical reaction to their touch made Clark moan when she moved against him.

Finally, Lis pulled back from him and placed a hand on his cheek. She looked in his eyes... for any trace that he was aware of what he was doing. She tried to imagine it there, but it wasn't. She shook her head. "Clark?" She said softly. He opened his eyes.

Clark shook his head as if in a daze. He blinked hard and returned his eyes to hers. His smile turned into a goofy grin and Lis smiled sweetly back.

"I need to go."

"Why?" Clark asked defensively. Something in him was about to snap. He didn't like playing the Boy Scout and he was really starting to grow tired of girls running out on him. He slowly wondered what he was doing wrong... or what was wrong with him. The guys in the movie never had this much trouble... in fact, if this was the movie... Lis would already be sprawled out on the bed. His goofy smile still plastered to his face as his mind played out the events he wanted to happen. He was smacked back to reality when he felt Lis's eyes searching his face and his grip on her arm started to release.

Lis took a deep breath. She could see Clark wasn't thinking clearly and it killed her to take the step backwards and try to walk away.

"Where are you goin?" He asked as her arm slid away from him. He reached for it again but she eluded him. He winced when his hand came back empty. That had never happened to him. The room began to spin and he had to put a hand on a near by chair to steady himself. "What's happening to me?"

"You're plastered." Lis answered. The fear in her eye, for she had seen men drunk before and if Clark did indeed harbor the super strength she believed he did, then she really didn't need to be in that room. She cursed herself for ignoring the fact that he was clearly plowed and she took another step back.

"What's the matter?" Clark slurred a bit. His world was slowly becoming dark and he didn't know what to do about it. "Are you afraid of me?"

That about broke Lis's heart. "No..." she sighed. "I could never be afraid of you. What I'm afraid of is that you don't know how you are feeling right now and I don't want you to look upon me as a mistake... nor do I want to be a substitute for Miss Lana Lang."

"Where did that come from?" Clark asked trying to clear his mind and stop the world from spinning.

"Let's just say I've seen the way you look at her. Why don't you look at me that way Clark?"

Clark wanted to answer her. He actually tried but the world, as he knew it went black again and he found himself sprawled against the hard wood of the floor. Lis saw him fall to the floor, once again she found herself alone... standing still.

To Be Continued…

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