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Title: The Count’s Only Daughter
Author: Drake of Dross
Challenge: Halloween Challenge for old_school_clex
17. The residents of Smallville turn into their Halloween costumes
Pairings: Don Clark/Alexandra (het), Clark/Lex
Rating: NC-17
Warnings: Explicit het between one male and one temporarily female male, explicit slash
Note #1: If you want a reason for the metamorphosis, you can blame some mixture of meteors and/or magic, but I’m not going into it.
Note #2: Many many thanks for Keikokin for betaing! Remaining mistakes are mine.

Lex stood in front of his mirror applying the final touches to his makeup. He smacked his lips together to make sure the pink lipstick was evenly spread and then stepped back to admire his costume as a whole. The auburn colored wig looked real (with the amount of money, he’d spent, it ought to) and was elegantly styled. The deep purple and dark green of his dress complimented each other nicely and the medieval style went well with his residence. He had no particular plans, but he expected word had gotten out that he’d decorated the outside of the mansion like a haunted castle and he would not be surprised if he had a steady stream of trick-or-treaters and gawkers come by.

He’d told Clark he was welcome to come by, but if he planned to stay for a while he should dress like 16th century lord of the manor. Clark had laughed and tried to suggest that was what Lex should wear, but Lex had told him he had other plans. (Besides which, he suspected Smallville might try to take him too seriously if he pulled a lord of the manor, so it was best not to accidentally ruffle anybody’s feathers over a Halloween costume.) No amount of cajoling had gotten Lex to admit to those plans, so he knew Clark would at least stop in, if for no other reason than to see what Lex was wearing.

Nobody would read anything into a lady of the manor.

He slipped on his period slippers and went downstairs to wait for people to begin arriving. One of the staff had already set out the small bags of candy he would be giving out on the small table beside the door. A peek outside showed the sun would still be up for another couple of hours, though the small children could be expected at any time now. His cobwebs, gravestones, generated fog, and carefully choreographed shifting shadows were all exactly as they should be. He thought he’d done a very good job with the place. Once it got dark, it would be even creepier.

He’d given out candy packages to three princesses, two witches, a lion, a cat, two werewolves, Frankenstein’s monster, a dinosaur, a robot (presumably – the kid might have just been a cardboard box or possibly that Squarepants guy from that kids show), three ghosts, a ninja (possibly the turtle variety, possibly not), something that was either a flannel clad clown or a hobo and several other masked children that Lex lacked the ability to identify when Clark arrived.

His costume more resembled Don Juan Demarco than a medieval count or duke, but Lex gave him points for effort. He gave him more points for looking really good in it. The cape was an excellent touch. He didn’t feel bad about staring, either, because Clark was gaping at him even worse. “Lex,” he started, “you’re, you’re,” he waved a hand up and down to capture the whole of Lex, but was unable to come up with an adjective.

“Beautiful?” Lex suggested in a flirty feminine voice, mostly to see how Clark would answer it.

“Yeah,” Clark said before his brain caught up and he blushed fetchingly as he stammered, “I-I mean, it’s a great costume, Lex.”

Pleased with the response, Lex debated batting his eyelashes versus letting his friend off the hook. Before he could reach a decision, however, the sun dropped below the horizon and everything changed.


The woman before him was among the most delectable Don Clark had ever laid eyes upon and he had seen his fair share of fine ladies. He had wooed and won dozens, even hundreds, of beautiful women, but not even the stunning Princess Lana had stirred such longing in his loins as this porcelain fair noblewoman. Though he could not recall how he had come to be within her great entrance hall, he thanked his stars for whatever had led him to this place. “My lady,” he began, taking her fine delicate hand between both of his own, “May I have the honor of asking your name.”

She ducked her head modestly and demurely averted her eyes in such a way that fire burned in Don Clark’s blood. He would have this woman this night. “I am known as Alexandra. I am the Count Lionel’s only daughter.”

“And the count, where is he?” Don Clark asked, so he would know whether he should expect a duel once he had deflowered the man’s daughter.

“He has left the Smallville estate to pursue his interests in the city.”

“You are alone here, then?” Don Clark asked, as he wondered what he had done lately to have the gods smile down upon him so brightly.

“I have the staff,” she stated. “Why do you ask such questions? Pray tell, also, what is your name?”

He brought her hand, which he had not yet released back to her, up to his lips. Kissing it, he spoke with great charm, “I am Don Clark DeKent. You, my most beautiful Alexandra, are the sky. Never have I seen such endless wonder in all my life.”

She blushed prettily again and laughed like tinkling water. “I should think you see the sky every day.”

“True,” Don Clark agreed, kissing her hand one final time then used it to pull her closer, “But never have I been able to touch the sky as I do you.”

She made a token attempt to escape his embrace, but he could tell she was flattered and susceptible to his charm. It would not be long before she lay naked beneath him, eager for the taking.


Alexandra gasped as the bodice came free and she was able to breathe without restriction. Chill October air touched her skin and she briefly wondered what she was doing. Her father would kill both her and Don Clark for what they were about to do, never mind that her marriage prospects would shrivel to nothing if word of this got out. But then Don Clark’s hands were on her skin and his lips were on her lips and all her concerns bled into nothingness.

The last of her clothing fell away under the deft fingers of Don Clark, and she felt her bed under her as she was lowered onto it. Her hair had been undone and it spilled out around her. She felt devilish and very slightly afraid as Don Clark’s eyes raked over her naked body. “You are even more wondrous like this than before,” he spoke and she felt warmth fill her. He removed his own garments and she averted her gaze shyly. She was a maiden and such sights, however captivating, were not yet for her.

“My fair Alexandra,” Don Clark murmured, sounding both amused and coaxing. “I bid you look upon me, for there is no sense in modesty now.” His hands stroked over her body and she knew whether she looked or not would make no difference in what would become of her should anyone learn of what she did this night. She opened her eyes and looked upon Don Clark’s manhood, rising dark and proud against his stomach. Her heart beat faster and she felt heat and wet warmth between her legs. Don Clark smiled at her and it was like looking in the sun.

His lips captured hers again and her legs were spread apart. “Alexandra,” he murmured, and fingers parted her wet folds. “This may hurt a little,” he warned just before he pushed inside of her. She cried out as a sharp pain stabbed through her, but he was there, kissing, stroking, reassuring. “It’s all right, Alexandra, shh, feel me, enjoy it.”


They lay together afterwards. Normally, Don Clark was not one for dawdling, but Alexandra was somehow special and he found her pale hairless skin entrancing. Her bosom was what inspired men to poetry and her face when she gushed and shuddered around his manhood was something he would pay most any price to see again. If he were capable of fear, he expected it would frighten him, this feeling he had for Count Lionel’s daughter. He suspected he had finally fallen victim to that terrible thing called love.

A howl from outside made her body tense in fright. It sounded close by. “Fear not,” he told her. “The castle walls will keep the monster out, and even if they fail, I am here to protect you.”

“Thank you,” she whispered, holding tight to him. Another howl sounded, seeming to come from directly under the room’s window. She gripped tighter.

He kissed her gently, soothingly. “I swear upon my life that no harm will come to you,” he vowed, feeling spontaneously chivalrous.

She was clearly still frightened, but she smiled at him. “My hero.”

He kissed her again, more passionately than before. Her smile and her words together had conspired to reignite the fire in his loins and he thought he might indeed have that opportunity to view her face at that critical time once more. She moaned in acquiescence, eager for either his passion or simply for the distraction from her fear. He was not particular about which motivated her, but he thought it must be her need for his passion. His for hers was all consuming.

Her body accepted him into it once again and he had been only partially correct earlier that evening. She was not the sky. She was quicksand in a hot dessert. He sank into her and doubted he could ever leave her embracing heat alive. He moved in her and gave an animal howl of his own, so intense was the feeling of having Alexandra around him again. She moved under and around him, already learning how best to pleasure the both of them.

When he emptied himself into her, he thought at first that the crashing sound was his own body released from its tension by his own exquisitely powerful orgasm. Alexandra’s scream told him it was something much less metaphorical.

He disengaged himself from her arms and body so he could rise from the bed and grab hold of his sword, left lying amongst the rest of his clothing. More crashing came from below them, on the first floor. He dressed quickly (no wolf would be taking a bite off his most prized body part) and moved to the bedroom door. Alexandra also stood and pulled on a lavender dressing robe, tragically covering vast expanses of gorgeous skin.

A lot of crashing, as if a fight were going on, sounded then, followed by a wolf-like yip. “Stay back!” he told Alexandra and hurried out to see what was happening. When he reached the bottom of the stairs there were three giant slavering wolves tied up in ropes and one over-sized dog standing on its hind legs as naturally as a person and wearing a mask and unattractive clothes.

“Never fear!” the dog exclaimed, “For Underdog is here!”

Don Clark gaped at the beasts in shock, his sword still in hand. Behind him, Alexandra gasped, “Oh, my!”

Underdog gave her a slight bow. “Do not worry, lady fair. These pups will soon be out of your hair.”

“Um, thank you,” she said politely, and Don Clark was impressed by her ability to speak.

The dog apparently had the ability to fly because he did so, quickly zipping in and out three times to take away the bound wolves. Once he went through a closed window, and another time he misjudged the door and knocked it off its hinges, but then he and the wolves were gone. Not to be outdone by a dog in an unflattering costume, Don Clark swept his eyes around the hall and found a job that needed doing. It wasn’t nearly as glorious as taking on three giant wolves, but at least it would make Alexandra feel safe.

“I will board up the doors and windows so nothing else can get at us,” he declared, trying to make it sound like more than manual labor.

It apparently worked because Alexandra flew down the last few steps and threw her arms around him. “Thank you, Don Clark!”

He gave her a valiant kiss, then pulled away and set to his task. There wasn’t a lot of loose wood lying about, but Alexandra pointed out which pieces of furniture could be dismantled for their protection. Soon, the castle was secure. Nothing and no one could get in.

They returned up to Alexandra’s room and undressed once more. They settled into her bed, kissing and touching with gentle care. Don Clark felt warmth coiling in his loins once again, but there was no urgency this time. He would feel her around him again tonight, but there was no hurry. He would look, taste and feel to his heart’s content first.

He was just beginning to explore the taste of her left breast when a low moaning noise filled the room. Normally, this would not have been a problem, but it did not come from either Don Clark or Alexandra. Worse, an unpleasant chill surrounded them as the sound rose. Alexandra shivered and wrapped herself fearfully around him. This was not so bad in itself, but he would have rather continued licking and sucking her breast. She trembled and her breathing became rapid and frightened. Gone was the lazy arousal of only a few moments before. This could not be tolerated.

He looked away from his lover and his frustrated gaze darted about the room, trying to find the source of this interruption. He saw nothing. “Who’s there?” he demanded and wondered if he ought to reach for his sword. He would feel no qualms about running through anybody responsible for disrupting his exploration of Alexandra’s luscious body.

The moaning had stopped but the chill was still there. Alexandra pulled the blanket up to cover them. He wrapped his arms around her, trying to warm her with his own body heat. Nobody answered and still he saw nothing. However, he could feel that they were no longer alone. “Show yourself!” he demanded, certain now that he should draw his weapon, but to do so, he would need to leave Alexandra’s side.

Nothing happened for a long moment then the room began to warm again. Whoever had been there had left.

Don Clark kissed Alexandra soothingly, but before he could go back to tasting her tender nipple, a thump sounded from the hall just outside her room. With irritation, he left the bed, scooped up his sword, and went to challenge the interloped to a duel to the death completely naked. In his current mood, it would not take long to dispatch anyone to the afterlife.

A picture had been knocked off the wall and lay picture down on the floor but he could not see or sense anybody around. “Who’s there?” he called out again, brandishing his sword. No one answered either the question or the threat. Not wanting to leave Alexandra alone to go seek the person out, he returned to bed, leaving his sword close enough to grab should he need it again.

“I saw no one,” he informed Alexandra, “just a painting on the ground. I suspect a clumsy staff member knocked it down.”

She seemed to be reassured by this news and allowed him to resume his earlier ministrations. She relaxed under his hands and tongue until they were right back where they had been. His loins filled with his need for her, but he merely finished laving the left breast with his attentions and moved over to discover if the right one was equally as delicious.

Alexandra writhed under him, and he loved the eager needy sounds she was making. He loved the feel of her body beneath his hands. He loved her soft gasps as he nipped and sucked at her precious bosom. He loved the smell of her, musky with her arousal and need for him. He loved her wet heat as his fingers slipped between her folds to rub and simulate her nub and he loved the cry of ecstasy she made when he did.

When he did finally push into her body, both were far too flushed and overheated from their exertions to notice that the chill was returning.

Don Clark took it slow and gentle, building slowly in intensity until they were both crying out with every inward motion. Alexandra gasped his name over and over as he got closer and her body clenched and shuddered around his mighty manhood as it plunged into her again and again. Her body lifted up to meet his as their throes of passion became more desperate and urgent.

One final thrust brought him in as deep as he could go and he released. She gasped and panted beneath him, heart racing loud enough for him to hear it. He cupped her face and kissed her, their bodies still joined together as they belonged. “Alexandra,” he said, “You must marry me. There is no other like you on this entire Earth.”

She smiled back and raised her own hand to touch his cheek. “Yes, of course. I will run away with you if I must.”

The moaning sound interrupted further declarations, and Don Clark had to part their bodies to reach for his sword and he sat up in the bed holding it aloft. “Blood and damnation! Go away!”

A photograph of a bearded man and a young bald man fell off the wall with a clatter. The moaning wail repeated, more chillingly than before. Alexandra drew closer and held on to him, becoming frightened again.

“Go! You’re upsetting the lady!”

Another picture fell off the wall. This one was of a younger version of the bearded man, a red haired woman, and a young bald boy. The moaning continued relentlessly now. “Stay,” Don Clark instructed Alexandra as he got out of the bed and held out the sword threateningly. “Whoever is there will not like it when I find him!” he warned.

His search, however, turned up nothing. The only people in the room were himself and Alexandra. He put the sword down beside the bed and climbed back in beside his new fiancé. She immediately curled up beside him and he wrapped his arms around her, pretending he was not as unsettled as he was. “There is nothing here,” he told her. “It must be the wind.”

Neither of them believed it, and Alexandra trembled as he pulled the blankets up over them. “Try to sleep, love. Pay it no mind.”

Neither of them were able to ignore it, but he enjoyed the excuse to quietly hold her throughout the entire night, kissing and nuzzling whenever her fright became too much. The moaning stopped at dawn, but then, everything else changed at dawn as well.


Lex was lying in his bed with strong arms wrapped around him. He was cold and shivering though the blanket covering him and the other was warm. For a moment, he had no recollection of how he got here from the foyer where he’d been talking to Clark, but then it all came rushing back to him and his breath caught. Surely that must have been a dream.

But he turned around inside the arms that held him and was not surprised to find Clark staring at him with a wide-eyed look of horror. “Oh, God. I seduced you.”

Lex couldn’t help but smirk. “You rake. I bet you didn’t even intend to marry me when you first brought me to bed.”

“Oh, God,” Clark repeated, mortified.

“I must admit, sex as a woman was fascinating, though I’m glad to leave the histrionics behind. Do you suppose that really was a ghost that kept moaning all night? I’ve never heard one in the mansion before.”

“You weren’t histrionic, Lex,” Clark denied. “You just weren’t hiding that you were afraid.”

“You weren’t afraid,” Lex pointed out.

Clark snorted. “I was modeled after Don Juan. Don Juan doesn’t know the meaning of fear.”

Lex thought about that a moment and decided to grant him the point. Then he began laughing. “Oh, God, Clark. Who do you think was Underdog?”

Clark groaned. “Chloe’s dad. She was mortified on the phone when she told me.”

“Gabe?!” Lex laughed harder. “Oh, God. I can actually see that.” Then he abruptly remembered that Underdog had seen him looking rather disheveled and wearing only a nightgown in the company of Clark. “You don’t think he knows we slept together last night, do you?”

Clark went pasty white. “Oh, no.”

Lex hurried to reassure, “It’s okay, Clark. Even if he does, we weren’t ourselves. We weren’t responsible for our actions. And you never answered my question. Was that a ghost, do you think?”

Clark focused on the question, as Lex meant him to. “Well, we all seemed to have turned into our costumes and you dressed up the mansion as a haunted castle. It probably was.”

“And by that same logic, it’s gone now. Okay, good.”

Clark grinned at him teasingly, “Were you scared it would get you tonight, Lex?”

Lex smacked him, but that had the unwelcome side effect of reminding them both that they were still naked and sharing a bed that smelt of sex. Clark looked uncomfortable. “You’re not upset or weirded out that I, um.”

“Clark, I think you’re the one who’s the most weirded out here. I liked it.”

“Geez, Lex,” Clark complained, running a hand through his hair nervously. “How am I supposed to feel guilty about taking advantage of an undefended virgin woman when you look so smug about it?”

Lex grinned sharply at him. “Easy. Don’t feel guilty. You intended to make an honest woman of me by the end.”

“Yeah, because I never wanted to take my cock out of you,” Clark shot back before he could censor himself.

Lex didn’t give him a chance to take it back. “Then we were perfectly suited because I wanted you in me forever.” Familiar lust flashed through Clark’s eyes and Lex found himself in a position Alexandra had been in for much of the previous night. He took a chance. “I still do.” It wasn’t like Clark wouldn’t be able to guess his opinion if he just looked down between their bodies. Doing so himself, Lex was pleased to see Clark wasn’t lacking in interest at the moment.

Clark’s eyes widened.

“Put your hands on me, Clark. You said you loved my skin. Is it the same now?”

Cautiously, Clark gave in to temptation and laid his hands flat against Lex’s torso. Familiar hands traced over his body and he closed his eyes and hissed in pleasured remembrance. “God, Lex, your skin is still exactly the same. I want to taste it again.”

God, he could come just from that. “Then do,” he invited. His left hand reached for the bed stand drawer and he pulled out the lube.

Feeling Lex’s muscles move, Clark look up from licking his rather smaller nipple. “What are you doing?”

He held up the lube for Clark’s inspection. “Getting wet for you.”

“God, Lex. I-“

“Shh. Just do what you did last night. I’ll make up for all the differences.”

It was difficult to stretch and lube oneself when one’s partner was sending fiery jolts of ecstasy directly from nipple to cock with every nip, suck, and tongue swirl said partner inflicted. Finally, though, he thought he done a decent job of it, and he coated his hands with lube one more time before wrapping them around Clark’s dick.

Clark’s head came up abruptly, eyes wide, “Lex?”

Lex looked into those eyes, so similar and yet so different from the ones belonging to the man who had seduced his womanly self last night. “Easy, it’s back a little further, here,” he canted his hips up and guided Clark’s cock to the right spot, using his hands to lube up the length as he did so. “Just push in now. Go slow.”

Clark did as he said, and Lex’s eyes fluttered closed as he savored the burn of penetration. “God, yeah, that’s it,” he encouraged as it filled him deeper and deeper until Clark was fully seated. Lex opened his eyes to find Clark staring down at him with a look of mingled awe and wonder.

“Lex, you’re even tighter than before.”

Lex smiled up at him, feeling a strange completeness that all of his previous sexual encounters had lacked, excepting only last night’s female experience. “That comes with the male body, Clark. Whenever you’re ready, you can start.”

Clark took a few more seconds to savor the moment, then pulled out slightly and pushed back in. “Harder to move than before,” he said, the skin around his eyes a bit tight in concern.

Lex tried to relax his muscles as much as he could. “It’s okay. It’s a little rougher with a guy by its very nature. Just put a little more power behind it. You won’t hurt me.” Clark looked like he was going to argue that, but Lex cut him off. “Clark. Your dick is up my ass. Don’t argue. Just keep moving until you get used to it and know how much force you need.”

He nodded and began to move as instructed, going agonizingly slow at first, but then getting more comfortable in his role and putting more power behind each thrust until Lex was bucking under him, on the edge and needing just a little bit more. “Fuck, harder, Clark, a little more, Clark,” he all but begged.

And then the angle caught him just right and he whited out. Clark shouted and came. Lex lay on the bed, hot, sweaty, and spent. His stomach was sticky and wet. Clark hovered over him, still buried deep inside. His eyes shone with wonder and satisfaction but also something strangely solemn. “Alexander,” he said, “You must marry me. There is no other like you on this entire Earth.”

For a long moment, Lex froze, not knowing how to answer. It had been an easier question when he’d been a woman. He tried to smirk, as if it were a joke, “Well, if I must, I must.”

Clark’s eyes were serious. “Lex, I mean it.”

Lex met them. “So do I.”

“So you’re saying yes?” Clark questioned, understandably needing to be very clear on the subject.

“I’m saying I love you and I want you in my bed for the rest of my natural life, but I want you to think about it another week before you ask me again. Until we woke up together after a night of heterosexual intercourse, and I manipulated you into touching me again, you were straight. I need to know this isn’t a spontaneous thing for you.”

Clark looked at him for a long moment and nodded. “Okay. I’m not going to change my mind, but if it’ll make you feel more secure, I’ll wait and ask again later.”

Lex bristled at the implication that he was insecure, but as it was mostly true, he didn’t call Clark on it. He just nodded in agreement to the agreement. “Good.”

Clark’s phone rang just then, breaking the moment. He pulled out of Lex’s body, rummaged about his discarded costume, and found the phone which he answered and listened to for a few moments. “Wait. Chloe, slow down. What is a Super Energy Vitamin Pill and why does your dad need it so bad? And how many people did you say are tied up in your basement?”