Disclaimer: These characters do not belong to me; I'm just borrowing them for a little while. I do not profit from their use and make no claim on their ownership.

Author's Note: No one but me has beta'd this, so any and all mistakes are mine alone. Feedback is welcome. Oh, and anyone with half a brain knows you aren't supposed to use a cell phone in a hospital, but they do it all the time on the show so for the sake of consistency I've kept with their precedent.

***

It had been a month since Clark had stormed into Lex's office and slugged him for putting his family and Lana at risk. A month since Lex punched him and made him bleed. Every now and then memories of the fight would creep unbidden into his mind. He tried not to think about it anymore; Lex was out of his life and he wasn't about to make a move to change that. He focused instead on where he was right now and who he was with.

Right now he stood at the window to the loft watching the sun set in the summer sky. Purple and red reflected across his face as the golden orb slowly drifted from sight. In front of him, Lana sighed softly and moved closer to Clark, willing him to tighten the arms that were slung around her waist. Leaning down, Clark placed a soft kiss on her temple, turned her to face him, and pressed his mouth to hers. Pulling back gently, Lana brushed a shock of shaggy, dark hair from Clark's forehead, stroked across his brow, down his cheek, her hand coming to rest on his neck just beneath the line of his jaw.

"You're so warm," she whispered.

She moved forward to kiss him; his lips parted and his head bent low while she stretched her neck upwards. His breath caught in his throat; his eyes went from heavy-lidded to wide open as he found himself unable to draw breath back in. Lana froze.

"Clark?" Her hands flew to his shoulders, pushing him back enough to see him clearly. "Clark, what's wrong?"

As his mouth worked soundlessly, Clark's hands clawed at his throat and his lungs began to feel the pressure of no air. His face and neck turning red, Clark stumbled backwards and crashed against the couch before falling to the floor with a thud.

"Clark!" Lana was on her knees now. "Mr. and Mrs. Kent!" she screamed, willing them to be within hearing distance. She heard running footsteps followed by Jonathan calling her name, asking what was wrong. She couldn't answer; her eyes were locked on Clark's as he fought to draw air into lungs that were screaming for oxygen.

"Son, Clark, what's wrong?" Jonathan was at his son's side, gathering the boy against him and Clark's hand was reaching, stretching to his father for help as the world started to spot around him.

Dimly aware of his mother's shocked cry when she reached the loft, the blood pounding in his head seemed to be drowning out all other sounds. Clark was gasping, struggling as he collapsed back against his father's chest. His eyes slid closed and his body went limp. He didn't fight the darkness as it overtook him.

***

He awoke some time later to find himself in bed. Not his bed, he noted. Clark looked around, taking in the IV leading out of his hand, the horizontal blinds partially closed to hide the bustle of activity in the hallway outside his room at the Smallville Medical Center. His mother slept in the chair next to his bed, one hand clutching his while the other curled between her head and the bed.

"Mom," he croaked, his voice scratching against his throat as it broke forth. His mother stirred and he waited for her to pull herself from sleep before speaking again.

"How long have I been here?"

Martha Kent leaned forward and kissed her son's forehead, relief flooding her features. "A few hours; Dr. Scanlon thinks you had an allergic reaction to something," she stroked his hand for a moment, eyes dropping to watch her fingers. "Your lips were turning blue, Clark. I thought you were going die."

Clark moved his hand to cover hers and drew her gaze to his with a gentle nudge. His eyebrows were raised, eyes squinting slightly, one corner of his mouth drawn up in a half-smile. "It's ok," was all he said. Dr. Scanlon entered the room then and ushered Martha out, telling her to go home and rest; that Clark could go home in the morning.

***

It was nearing midnight when Clark heard footsteps on the stairs leading to the loft. He had been dozing on the couch for the last few hours, a book cracked open on his chest that had long since been forgotten. Moving the volume to the floor, Clark sat up to see Lex appear at the top of the stairs.

"Shouldn't you be in bed?" Lex asked and one eyebrow rose as he glanced at his watch.

"If I should be in bed, what brings you here?" Clark's response was met with a small grin. Lex moved further into the loft, coming to a stop a few feet away from Clark.

"I was driving by and I saw the light. I can leave if you prefer." An all-to-familiar smirk still graced Lex's lips.

Clark was silent a moment, considering his options. He opened his mouth intending to tell Lex to leave and was surprised at the words that came out instead. "No, it's alright. Stay."

"What happened?"

"You heard?" A nod and silence from Lex, encouraging Clark to go on. "I had an allergic reaction to something. They did a test, made my back itch like hell; but I'll know tomorrow when I go to get a check-up what caused it. I've never had an allergic reaction before." Clark shrugged and moved off the couch to look out the window of the loft.

"Allergies can develop out of nowhere, Clark. They're sure it wasn't an asthma attack? That was my first thought when your mom told me."

Clark shrugged again before turning back to face his friend who wasn't really a friend anymore. He realized with a twinge of remorse that he missed Lex, despite everything that had happened in the last few months.

Lex looked at the young man standing with his back casually propped against the side of the open window. He could feel his heart speeding up steadily the longer he was in Clark's presence. Clark had stopped breathing. He could have died. The image of his friend (yes, Lex still clung to the hope they were friends) on the ground gasping for air had been enough for Lex to acknowledge the thoughts that had been brewing at the back of his mind. He needed Clark; needed his friendship and his trust like he needed air. He understood in that quiet, late-night moment that he would do whatever Clark needed of him to get back to a state of friendship.

Clark moved towards him. "What?" he asked softly. Lex realized with a start that he had been staring. He shook his head.

"Nothing really, I was just thinking," he let his voice trail off as he took a step backwards. "I should go. It's late and you really should rest." Lex was at the top of the stairs now.

"Wait, I'll walk down with you." Clark moved about the loft, switching off lights and putting the book he'd been reading back on his desk. The two moved silently down the stairs until Clark stopped Lex at the last landing. "Why did you come here?" His voice was somber, his eyes pleading for truth in the dimness of the barn.

Lex was quiet for what seemed like and eternity and Clark was sure he would simply walk away and say nothing, taking with him any chance of rekindling the friendship they once had with each other.

"I missed you," he said so softly that Clark had to strain to hear him even in the silence surrounding them. "I was worried when I heard you were hospitalized. I thought-I thought that life is too short and what would have happened if you hadn't gotten to the hospital in time? It'd be too late to make up if you were dead."

The hand on his shoulder startled Lex and forced his eyes from his careful inspection of the worn, wooden planks beneath their feet and back to Clark's face. "Lex," he began seriously, weighing his words carefully before going on. "If you're still looking for answers from me, I don't have them to give. If you want to be friends, you need to prove to me that I can trust you… and I need to prove to you that you can trust me." He let his last words dangle between them. Lex's eyes had widened slightly at the suggestion and his normal reaction would have been to squash the emotions he knew were playing across his face; however, he let himself react, an act of good faith the voice in the back of his mind commented wryly. And then Clark was smiling at him.

"We can talk again tomorrow," Clark said as he released Lex's shoulder. "Maybe meet for lunch at the Talon?" he asked as his smile slipping slightly as he waited for the other man's response.

"How does one o'clock sound?" Clark's grin hit him at full force and Lex felt his stomach flip happily at the knowledge that he had brought on that long-missed smile.

"Sure, Lex," Clark moved past him and towards the open barn doors. "Tomorrow at one it is." Lex followed him outside, smiled as he climbed behind the wheel of his silver Mercedes convertible, waving as the engine purred to life and he backed out of the Kent's driveway.

***

When Lex arrived at the Talon the next afternoon, Clark was leaning with his back to the counter as Lana reached up to kiss him. Watching as his hands slid to her waist, Lex felt a wave of lust wash over him along with the fleeting thought that he wished Clark's hands were on him instead. Pushing aside the jolt of jealousy he had no right to feel, Lex made his way into the Talon, hands in his pants pockets and the sleeves of his grey sweater pushed up to mid-forearm.

"Hello, Lana. Hello, Clark."

"Lex," the younger man glanced at his watch quickly.

"I'm a few minutes early," Lex said, ducking his head briefly (a very un-Luthor-like move, he thought to himself) before forcing his eyes back up. "I'll get us a table. Take your time," he turned and headed toward the back without waiting for an answer.

Lana watched him go, a slight frown tugging at her lips. "You know, I've never seen him break eye-contact like that," she turned back to Clark, leaning up to kiss him once more. "Hear him out, Clark; listen to what he's really saying and not necessarily the words that are coming out of his mouth."

He looked down at her, eyebrows raised. "Sometimes you're too smart for your own good. I'll call you later," he brushed a kiss across her cheek and made his way toward Lex.

"So, how was your appointment this morning?" Lex asked as the dark-haired teen sat across from him. Before he could answer, his mother came over with two cups of coffee, made the way they each liked, and set them on the table. She smiled at Lex and made her way back to the counter after patting her son on the shoulder. Lex watched her go, realizing how much he missed spending time with the Kent family.

"Dr. Scanlon doesn't know what set off the attack. The allergy test was inconclusive. How does an allergy test, of all things, come back inconclusive?" he asked with a laugh. Lex smiled around a sip of coffee.

"I'm sure if you took the test again, you'd get a better response than inconclusive."

"You mean, if I let one of your doctors poke needles in my back I'd get better answers?" Clark's mouth hitched up in an amused smile.

"Well," Lex demurred, "I do have the best doctors in the state." He smiled across the table. "In all seriousness, you should get tested again. Whatever caused your reaction could be something completely avoidable. What would you do if it happens again and you're alone? Let me set it up for you. Please."

Clark nodded his consent. "Okay, you're right. I should."

"I'll have it taken care of," Lex glanced around at the emptying, post-lunch-rush coffee shop. His eyes turned to the young man sitting across from him, and Lex found himself taking note of the unruly curls of his dark hair and the startling green of his eyes. His lips looked soft and full as they wrapped around the edge of the coffee mug. Lex had to shake his head and force himself to look away.

"Do you want me to grab us some food?" Clark asked, putting down his mug.

"Sure, that sounds good, Clark." He watched as Clark made his way to the counter, eyes sliding up and down his body as he leaned into the counter and spoke to his mother briefly. He imagined what it would feel like to run his hands across Clark's bare shoulders, down his arms, to slide them around his waist and reach down to caress his… Lex shook his head to clear his thoughts, taking a deep breath to quell the heat that was building in his stomach and pulsing down to his cock in slow, spasmodic bursts.

Pulling his chair out and sitting down in front of Lex, Clark noticed the glazed look in the other man's eyes. "Hey, Lex, are you all right?"

"I'm fine, just lost in my own thoughts for a moment."

"Food's on the way. I hope you're hungry. Mom said she's missed being able to feed you properly," A grin split Clark's face as Lex raised a single eyebrow at him. Mrs. Kent arrived a few minutes later carrying a tray laden with two slices of apple pie, two muffins, and four cookies, along with drink refills.

"Lex," Martha paused beside their table, empty tray held loosely in front of her stomach. She opened her mouth to say something more before thinking better of it. *Best to let the boys sort this out in their own time*, she thought. *On second thought*. "Come see me before you go, I have some papers that need your signature."

"Of course, Mrs. Kent, I'll come find you."

Clark noticed the smile Lex flashed at his mother spread to his eyes. It was good to see a genuine smile from the man. His gaze lingered on the scar gracing Lex's upper lip.

"I think your mother is trying to fatten me up in one sitting."

"Huh?" Clark pulled his eyes up to meet Lex's and then at the food spread out between them. "Oh, yeah, she likes to do that."

"Are you all right, Clark? You seem a little distracted. Is there somewhere else you need to be right now?" Lex had seen the teenager's glance fixed on his mouth and was hardly able to contain the surge of excitement that raced through him.

"No, I guess you're not the only one zoning out today," he responded. And then Lex was reaching across the table to pat the back of his friend's (oh how Lex hoped) hand reassuringly. Clark smiled at the warmth the soft finger tips left on his skin in their wake.

At ten to five, Clark's mother approached the table with their eighth refill of the afternoon. "Clark, would be mind giving me a ride home in a few minutes? Your father's still at the auction in Grandville, and he won't be home for a few more hours."

Startled, Clark looked at his watch. He and Lex, after a few awkward pauses during the first hour they'd sat there, had been talking steadily for the last three. "Sure, Mom, of course I will. Just let me know when you're ready."

Lex stood, his gut twisting at the thought of having to leave now. "You had papers you needed me to sign?" he asked, gesturing to the office behind the counter. Martha nodded and turned toward the front of the shop, weaving her way through the after-work crowd.

"Clark, will you excuse me for just a moment? I'll be back, I'm sure this won't take more than a couple minutes." With the nod of a dark head, bright eyes followed his progress; unaware that his thoughts were bordering on identical to Lex's as the older man had as he'd made his way to order their food hours ago.

Joining Martha in the office, Lex looked around for the papers she had mentioned. When the woman didn't make a move to hand him anything, Lex quirked his eyebrow up as if asking, *what gives*?

"I had ulterior motives in getting you out of earshot, Lex," Martha began. "I was hoping today would go well between you and Clark. Whether he admits it or not, he's missed you a great deal. I don't know all the details of your falling out, but Clark seems like he's willing to move past it and I hope you are too. I was wondering if I could convince you to come home with us for dinner tonight. With Jonathan gone, it would only be the two of us. It'd be nice to have a third person there to cook for."

"Mrs. Kent, I…"

"If you have other plans, Lex, that's all right."

"It's not that. I-I'm not sure I'd be entirely welcome"

"What makes you think that?"

"This is the first time Clark and I have spoken more than a dozen words to one another in some time. I don't want to jeopardize the progress we've made today."

"You wouldn't be," Clark's voice came from the doorway. "You should come. I told you, Mom's already said you need fattening up again." And when he unleashed the classic Clark Kent smile on him, Lex knew he didn't have a chance in hell of getting out of dinner.

"Well, if you insist," Lex's smirk was firmly in place as he nodded his head once in Clark's direction. "Thank you, Mrs. Kent," he said, turning back to the only woman who had come close to feeling like a surrogate mother to him since Pamela.

"All right boys, I still have a few things to do so go finish up your coffee. I'm glad I started serving you decaf after the third refill or I'd have two wired young men on my hands tonight. Now shoo!" Laughing, she ushered the two back out front, closing the office door behind them before settling in to finish her work.

"Are you two *still* here?" Lana came through the front doors as they were heading back to their table.

"Lana," Clark smiled, walking over and kissing her lightly. "Yeah, still here. We're leaving soon; my Mom's almost finished for the day."

"Are you up for a movie tonight?" she asked, wrapping one arm around his waist as Lex moved back to the table.

"Sure. Just nothing mushy. Please."

Lana laughed. "Nothing mushy, I promise. I'll pick you up at 8?"

"Mmhmm," Clark murmured as he leaned down to kiss her again before rejoining Lex. "See you in a few hours!" he called as she left a few minutes later with her latte.

"Things are going well there?" Lex asked, nodding toward the now vacant doorway.

"Really well, actually," Clark grinned, then blushed a deep red as Lex smirked and lifted his eyebrows suggestively at his friend's (*yes*, *his friend*! Lex thought) response.

"I take it from that grin you two have…?" his voice trailed off as Clark's deepening blush answered for him. "Was she worth the wait, Clark?" Lex was now teasing the young man outright. He didn't think it was humanly possible, but Clark added another shade of red to his face and smiled sheepishly.

"New subject, Lex, please!" Clark laughed, taking a swig of coffee and trying to compose himself as his mother reappeared and asked what was going on.

Lex smirked again, draining the rest of his drink before standing to head for the washroom. "I'll be back in a minute." He clapped Clark on the shoulder good naturedly before walking away.

Ten minutes later Clark was behind the wheel of his mother's car, listening to her talk about her day while watching Lex's convertible follow them in the rearview mirror. In his head he could see Lex's hands on the steering wheel, the right one reaching out every now and then to grip the gear shift as his legs flexed on the pedals. Warmth spread through his stomach to his groin and he had to actually shake his head and crack the window for fresh air in order to get rid of the mental images assaulting his brain. Images he had been trying to deny for nearly two years now.

***

When the movie ended, Lana led Clark back to the Talon and up the stairs to her apartment. Muscled arms slid around her waist as she lifted her head to brush his lips with her own. Soft kisses at first, deepening as Clark's tongue stroked her lips looking for access to her mouth.

He walked backward to the bed, his arms still enclosing her as she fumbled in search of the hem of his shirt. Sliding her hands beneath the cotton, she moaned into his mouth as skin met skin. Clark was reaching for the button on top of her jeans as she pulled back from the kiss long enough to tug his shirt over his head. He moved to nuzzle her neck, slowly pulling down her zipper, leaving the jeans open but still on.

Strong hands caressed the skin of her back and pulled her in close as he nipped gently at her collar bone. "I want you," he whispered, removing her tank top and tossing it across the room. "I love you."

A throaty moan escaped her as Clark lowered his mouth to catch a nipple between his lips, licking gently, running his tongue over it until it was hard, and then moving to repeat the action on the other. Pushing her back onto the deep purple coverlet, he slipped his jeans off in one quick motion, sliding Lana's off next, noting with a growl that she wasn't wearing any panties. Climbing above her, he pushed his cock against her thigh as he teased her nipples, making her arch her body into him.

One hand found her hip and held her in place, his thumb tracing circles in the hollow of bone and flesh. The other snaked downwards, slipping between her thighs to feel her wetness. He teased with soft touches as her breath caught in her throat and her hands stroked down his chest to his stomach, feeling muscle flex beneath her finger tips as he shifted over her.

Sliding down the bed, Clark nuzzled against her thigh, placing gentle kisses up one and down the other before blowing a soft breath over her pussy. Slicking a finger in her juices, he pushed slowly into her, feeling her arc off the bed.

"Clark!" she called in a choked voice.

Adding another finger, he brushed his tongue across her clit and elicited another small sound from the back of her throat. His fingers stroked in time with his tongue as he held Lana down with the hand on her hip, keeping her from bucking him off. Her gasps were growing louder with each thrust of his fingers.

"Clark,” she cried out. "Please, please, in me, I need you in me!"

"Not yet, I want you to come for me," he growled.

Removing his fingers from the clenching tightness of her cunt, ignoring her cry of protest, Clark moved his hand backwards to gently tease the puckered confines of her ass, wetting the opening with her own juices before impaling her swiftly on his finger.

Chest heaving, Lana's body rocked into him, her whimpers progressing to a keening noise that was almost sexy enough to force Clark from his oral attentions in order to bury his cock within her. Thrusting his finger in and out to match the pace of his tongue, Clark raised his eyes to Lana's face, taking in her flushed skin dusted with a thin sheen of sweat, her hazel eyes squeezed shut and mouth slightly open to emit a stream of steadily increasing whimpers and gasps as her body was driven toward climax.

Reaching her hands back to clasp the wrought-iron headboard above her head, her back curving, breasts pushing up toward the ceiling, Lana shuddered through orgasm as Clark gently sucked her clit into his mouth, stroking it softly as the tension drained from her.

Moving quickly up her body before she could let go of the headboard, Clark grasped her wrists in one hand to hold them in place while taking hold of his cock in the other and moving into position to begin the slow, teasing thrust into her.

Feeling the velvety softness squeeze around his cock, Clark withdrew and pushed forward again as Lana jerked her hips forward to meet him. Lying above her, supporting his weight on one forearm, Clark leaned down to kiss her, letting Lana taste herself on his lips and tongue as he buried himself to the hilt within the satiny warmth of her cunt.

Images of his dick buried in Lex's ass rushed unbidden into Clark's mind. He grunted as he tried to push the thoughts aside, concentrating instead on the sensation of Lana's body as she writhed beneath him, the feel of her breasts as he scattered open-mouth kisses across the blushing flesh, the pressure of his hand against her wrists as he held them above her head, and the grip of her pussy against his engorged, uncut erection.

***

Lex dropped his keys into his pocket after locking the doors to the Talon behind him. He'd come by to pick up the monthly expense report, having forgotten to take it with him when he left with Clark and Martha earlier that evening. It was after eleven and he knew that with thoughts of the younger man running through his mind sleep wouldn't come easy for him tonight. *Might as well have something to distract myself with*, he thought, moving further into the coffee shop.

A crash from above sent a startled Lex rushing up the stairs to the door of Lana's apartment. Raising his hand to grasp the doorknob, Lex froze. There certainly wasn't silence coming from the other side of the door, but the noises he could hear were definitely not those of someone in distress. More like the sounds of two people in the midst of fucking their brains out.

Lana's breathy gasps reached his ears first and it wasn't long before Clark's deeper voice called her name. The sound was enough to make Lex's dick jump to full attention from the half-hard state it had risen to at the first sounds of sex coming from the apartment.

Arm still extended as if to open the door, Lex stood very still, as if by moving he would cause the lovers inside to disappear. Drawing a shaky breath into his lungs, he inched forward and placed his palm flat against the door. Clark's cries were rising in volume and when he choked on her name, Lex knew he had peaked.

In the silence of the Talon after hours, Lex could hear their exhausted panting and Clark's grunt followed by the squeak of bed springs as his weight fell onto the mattress.

"You broke the lamp," Clark laughed, his voice muffled as it came through the door to reach Lex's ears. "I knew there was a reason to hold you down."

Lex could hear the grin in his voice, and the thought of Lana straining against her captured wrists made his cock twitch and strain against the confines of his clothing. Lana was laughing, telling him that he shouldn't have let go if he knew she'd break something. Lex had to leave, had to get away from the door and away from the two people on the other side that he was madly in love with. He backed away quietly, turning and taking the stairs two at a time all the while willing his body not to make any noise. Reaching the door, the report he came to retrieve forgotten, Lex turned the lock and flung it open, letting the warm night breeze play over skin he hadn't even realized was coated in sweat.

***

A week from the day Lex had overheard the two in bed, he once again found himself outside Lana's apartment after the Talon had closed for the night. He and Clark had been meeting every day for a mid-morning coffee since their four-hour lunch. Each conversation became more and more like the ones they used to have, before the suspicions had started to fly, before Clark found out Lex had been investigating him, before the need for answers overrode the need for friendship. Now it was time to try and mend things with Lana. He listened for a moment before knocking softly.

"It's open!"

"Lana?" Lex opened the door slowly, finding her standing in the kitchen washing dishes. "Can I come in? I was hoping we could talk."

Taking her own advice to hear Lex out, Lana nodded, gesturing to the couch before drying her hands and moving to sit down. "What did you want to talk about?"

"I was hoping you'd give me the chance to apologize."

She bent her head in a half nod. "Apologize," she repeated softly.

"I've been an ass. I've pushed you away, pushed Clark away. I need you to know I had nothing to do with the men that held you and the Kent's hostage. Yes, I was at Belle Reeve the day they escaped, but not because of them. I was there to see my father."

Lana's head came up at that revelation. "Your father's in Belle Reeve?"

"Yes. He… during the meteor shower he… well, you saw him. He's catatonic. Lana, please, give me the chance to put things right."

His plea met with a lengthy silence, he sighed and went to stand. Lana stopped him with a hand on his arm.

"Okay, Lex."

He smiled at the flood of happiness that washed over him. Happiness was a feeling that had been frightfully absent from most of his life and it was one he hoped would be sticking around in the days to come.

She listened intently as the words tumbled from him, nodding when necessary, voicing her concerns or opinions from time to time. When he finished, Lana watched him for a moment before leaning across the space between them to wrap her arms around him, turning her head to kiss his cheek.

"Come on," she said. "Clark is meeting me in a few minutes for a movie. Come with us. I know he'd want you too."

***

Half an hour later Lex was seated to Clark's left, his long legs stretched out into the aisle beside him. The theatre darkened and previews graced the screen in front of them. Lex could feel the warmth of Clark's skin against his arm. When he moved, their shoulders brushed together. It was all he could do not to shift in his seat every few minutes in an attempt to gain that brief contact. Halfway through the movie he could hold off touching Clark no longer.

Placing a hand on his friend's bicep, Lex leaned in a little closer than was necessary and whispered into an ear surrounded by dark, curling hair. "I'm going to get some more popcorn, did either of you want anything else?"

Bright eyes turned on him. Lex was acutely aware of his fingers still splayed over the sleeve of Clark's t-shirt and the fact that his friend's mouth was only a few inches away. *God*, he thought, *those lips*… His breath caught in his throat and he prayed the other man didn't notice.

"Lana's drink is getting low, and you know I don't turn down food," he whispered back, grinning. He reached for his wallet but was stopped by the gentle pressure on his arm from Lex's touch and a shake of the man's head.

"I'll be right back."

Clark watched him leave, still feeling the warmth where his fingers had been. *So close*, he thought. *It would have been so easy to just lean forward and kiss him*. Lana chose that moment to shift closer to him, leaning her head against his shoulder, the smell of her shampoo eradicating thoughts of Lex for the moment.

***

The loft was quiet. Clark dozed on the couch, a blue and black striped blanket pulled haphazardly across his body, one leg spread across the cushions, the other stretched down to the floor. His mother was at work, his father out at the far end of the property replacing a portion of fence that had fallen down.

Clark had finished his own chores twenty minutes earlier. Knowing Lex wouldn't arrive to take him to Metropolis for another half hour, he had stretched out and closed his eyes, enjoying the silence and relaxing into the ache in his arms from baling hay earlier that morning. It was good to actually feel like he'd done something.

As he drifted into sleep he didn't feel the scurry of something small moving up the leg he'd let hang onto the floor. Nor did he feel the sting as an insect bit into his calf. He did, however, feel it when his body became uncomfortably warm and his heart began to beat erratically. Sitting up with a start, Clark struggled to draw in a breath as his airway began to tighten and spasm, choking off his supply of oxygen. *No*, he thought, pushing himself off the couch and lurching toward the stairs. *No*, *not again*, *please, not again*. Driving himself onward as his throat continued to swell, Clark reached out to grasp the railing, trying to support himself as he began making his way down to find the epinephrine kit he had been given at the hospital.

One hand clutched uselessly at his throat and the other pulled him along the rail as he forced one foot in front of the other. He was halfway down before the lack of oxygen caused spots to form in front of his eyes that threatened to expand and take over his whole world. With a grunt he fell forward, landing on his hands and knees at the bottom of the steps, his head crashing off the edge of the staircase as he wheezed in one shaky breath after another. Stars erupted behind his eyes from the blow to his head, blurring his vision. Falling forward, Clark let the darkness take him as his lungs screamed for air.

***

It was ten minutes later when Lex made his way into the barn. He was early, but he didn't think Clark would mind the extra few minutes to hang out before driving to the appointment Lex arranged with one of his doctors. "Clark?" he called, shifting his eyes up to the loft for signs of the young man. In the pause that followed, he heard the rasping sounds of Clark's struggle to breath. Rushing forward he saw the crumpled heap in the shadows at the bottom of the stairs and reached immediately for his cell phone to call an ambulance.

Falling to his knees beside the unconscious form, Lex pressed his fingers against Clark's neck to feel his faint pulse beating unevenly. Practically barking into the phone, Lex gave location and symptoms, listening intently for a minute before pounding the disconnect button and pulling his friend's legs up and onto the stairs, raising them above his head like the dispatcher had told him to do. He unbuttoned the top three buttons on Clark's customary flannel shirt to take the pressure off his swelling throat.

The sound of faint, shallow, wheezing breaths filled the barn; air moving in and out far too infrequently for Lex's liking. "Come on, Clark, don't you dare give up on me!" Lex found himself almost panicking. *Calm down*, his mind screamed at him. *Call his mother and calm the fuck down before you do it*! With shaking hands, Lex reached for his phone again.

"The Talon, Martha speaking!" her voice was bright over the phone line and Lex could hear people chattering in the background, could even pick out Chloe and Lana's voices amongst them. "Hello?"

"Mrs. Kent, Martha, it's Lex."

"Hi Lex, I was-"

"I need you to meet me at the hospital. Clark's unconscious, he's barely breathing. An ambulance is on the way."

"What?" her voice was strangled and shrill enough to turn the heads of those around her. "What happened? Lex, what happened to Clark?" Her panic rising, she barely noticed Chloe and Lana instantly flanking her, their hands on her arms to keep her upright as she swayed and threatened to fall.

"I don't know. I got here and he was out cold at the bottom of the stairs to the loft. I think-I think whatever happened to him a few weeks ago is happening again, a reaction to something. I don't know…" his voice was rising in volume, his panic starting to crest. "Martha I don't know where Mr. Kent is, the truck isn't here. I don't know how to find him!"

"It's okay, Lex, just stay with Clark, I'll meet you at the medical centre."

***

Even from the far field, Jonathan could hear the siren as the ambulance approached. He watched as it raced past the road on the other side of the field toward his driveway. *His* driveway. Dropping his tools, the elder Kent jumped into the red pick-up and gunned the engine, kicking up dust from the dirt road as he sped back home.

He arrived in time to see his son being loaded into the ambulance, an oxygen mask over his mouth and the bright red stain of blood on his forehead. Lex was racing to the truck as Jonathan rolled the window down.

"Get in and tell me what happened on the way." Obediently Lex made his way to the passenger side and climbed in. He didn't even have the door shut before Jonathan was pulling around to follow the ambulance that carried his son.

***

"He went into anaphylactic shock," Dr. Scanlon began as he faced the row of five anxious faces in the waiting room. Martha Kent was huddled beneath her husband's arm while Chloe and Lana sat to their left and Lex paced just behind their chairs. "We gave him a shot of epinephrine which helped clear his airway enough to get him on a respirator-"

"He's on a respirator?" Jonathan interrupted.

"Clark was in severe respiratory distress when he was brought in, his blood pressure was dangerously low, and with the added concern of a concussion we aren't taking any chances. He's still unconscious, but once he's awake we'll be able to take the tube out. I've put him on a saline solution to bring his blood pressure back up. We're still working to find out what caused the reaction, but it judging from a mark we found on his leg, it looks like it might have been a bug bite. Clark's been moved to room 257. You can see him now."

The room was quiet, save for the mechanical hiss of air being moved in and out of Clark's lungs and the steady blip of the machine monitoring his heart rate. Jonathan and Martha entered the room cautiously, as if afraid to make any noise. Lex, Lana and Chloe hovered in the hall, not sure if they were welcome inside. Noticing their hesitation, Jonathan gestured for them to follow.

Clark's usually tanned skin looked pale against the backdrop of white hospital sheets. Three butterfly bandages held the gash on his temple closed and the tubes leading from his mouth seemed large and cumbersome in comparison to the his still form. The IV in his left hand delivered clear liquid into his veins while the heart monitor on his finger whisked information to the black and green screen near his head.

Leaving the relative safety of her husband's embrace, Martha moved to her son's side and grasped the hand free of tubes and wires. Her fingers stroked his palm, and she leaned forward to brush the hair off his forehead and wipe at a splatter of dried blood hidden by his hair line.

Chloe spoke up. "Does anyone want a drink, coffee maybe?"

"I'll go with you," Lex said, moving toward the door. "Maybe we can find a couple extra chairs while we're at it."

Chloe nodded, and headed after Lex. "Caffeine for everyone?" she asked, pausing in the door frame. Silent agreement from the three left sitting in the room.

At midnight Lex ushered the Kent's from the room, telling them to get some rest. "After all, you have animals that need looking after in a few hours and the last thing we need is one of you in the ER from a kick to the head by a disgruntled cow," His attempt at lightening the situation won him a small smile and a half-chuckle from the pair. "We'll be right here with him. We won't leave his side, I swear."

"Promise you'll call the second he wakes up."

"Mrs. Kent, I swear that if he even makes a funny face in his sleep I will call you immediately."

In a gesture that caught him off guard, Martha leaned forward to embrace him, planting a small kiss on his cheek that mimicked the one she had just given her unconscious son. Jonathan stepped forward as his wife moved back. Clapping a hand to Lex's shoulder, he looked intently into the other man's eyes before speaking.

"Thank you for finding him and for calling for help." Wordlessly Lex nodded and watched as the two stepped onto the waiting elevator.

Lana had taken up Martha's place holding Clark's hand when Lex returned to the room. Chloe was slumped slightly askew in a chair near the foot of the bed, fast asleep and breathing deeply. Sitting down to Clark's left, Lex sighed softly and scrubbed a hand over his eyes.

They sat in silence for nearly two hours before Lana finally spoke. "I wish he'd wake up. Just for a few seconds, just so I can see he's okay."

"He hit his head pretty hard, Lana, not to mention the shock to his system. It could be a while still before he comes to. Just give him some time."

"Lex, if you try to tell me to be patient, I might have to hit *you* over the head."

"Well, then, you'd have two men who adore you unconscious at your feet."

Lana raised her head slowly to face him, letting two full beats pass before opening her mouth. "You adore me?" she asked quietly.

*It's now or never*, Lex thought. *Might as well take the plunge*. "Yes. I adore both of you, actually. I would have thought myself obvious."

"Define adore."

"Adore," he began. "To regard with loving admiration and devotion, to be extremely fond of. Lana, you may have noticed my feelings towards you. I've tried to hide them, knowing how Clark felt, but with every passing day it became harder and harder to do. And I am a master at hiding my emotions; a perk to being a Luthor. When things went, well, sour between us I tried to move past it. But I couldn't. You still have my heart."

"Lex, I-"

"Don't," he interrupted quietly. "Let me finish, please. As long as I've been in love with you, I've been in love with Clark longer. These last few weeks have been the best of my life. It's been a long time since I've been truly happy, and with you and Clark talking to me again, I finally feel that way again. I'm hoping you can understand that."

"You're in love with Clark. And you're in love with me..." her voice trailed off for a moment as she took in what he was saying. "Lex, I really don't know what to say to that, other than why are you telling me this now?" Lana's brow was furrowed and she glanced quickly toward the chair where Chloe was still sleeping.

"Life's too short, that's why. The last time Clark wound up here I managed to start putting our friendship back together. Now I need to tell you both how I feel and hope the two of you will still want to keep setting our relationships right."

Lex had been so intent on what he was saying to Lana that he jumped when he felt a hand brush fleetingly against his own. Clark's eyes were open and staring up at the ceiling, glazed and heavy lidded. His hand squeezed Lana's carefully as his gaze shifted toward her before flickering to fall on Chloe's sleeping form and Lex's startled expression. Lex pressed the call button before gently taking his friend's hand in his own, careful not to tug on the IV.

"Clark," Lana whispered. "Chloe, he's awake!"

Lex was reaching for the phone, dialing the Kent's number from memory. The nurse was there and paging the doctor by the time Jonathan's anxious voice answered before the second ring could end.

***

The next morning found Clark fully clothed and sitting on the edge of the bed talking with his parents while Lex paced the hallway, impatiently barking orders into his phone. Chloe and Lana had gone in search of "real food and coffee that doesn't taste like mud."

Lex switched his phone off as he came back into the room. "My staff has your test results, Clark. They're working on finding out what the cause is. We should have some answers early this afternoon," Lex turned to face Jonathan and Martha. "In the interim, I don't think it's a good idea for Clark to go back to the farm. Whatever the catalyst for Clark's reactions is, it's at the farm, which puts him at risk for a repeat. The next one could be fatal."

Martha was silent. She had a pretty good idea what her husband was thinking, and as much as she agreed with Lex, it was best to let Jonathan say his piece first. When her husband began to speak she found herself turning to him with a look of surprise fixed on her face.

"You're right. I won't put Clark's health at risk until we know what's going on and can take action to prevent it," here he paused and regarded Lex with a look that clearly showed he was struggling with what he was about to say. "We don't have the extra money to put him up at a hotel. Would you be willing to let him stay with you?"

Lex let the question hang in the air for a moment, savoring the sweetness of the idea. Clark in his home twenty-four hours a day for however long it took to get some answers (and as good as Lex's team was he could certainly find a way to slow them down). Lex let a smile grace his lips as he looked in Clark's direction; Clark, who was quirking an eyebrow at him and looking pointedly back at his dad.

"Of course, Mr. Kent, he can stay as long as he needs too. There's plenty of room and he'll be well taken care of." Jonathan nodded his thanks silently.

***

Thirty minutes later Clark walked into the mansion with Lana and Chloe in tow. Having given up on finding "decent food" at the hospital, Lex had invited them all back for breakfast. The Kent's would be bringing Clark's things over shortly, but Jonathan had politely but firmly declined to join them for the meal. Martha had begged off as well, claiming she had to get the coffee order in before noon or The Talon would find itself with nothing to serve its customers, though he suspected she was really trying to make her husband more comfortable. Lex had gone ahead to see to it that a room was made up and sufficient groceries were on-hand.

"Lex? Where are you?"

"I'm in my office, Clark. I'll be right there. Why don't the three of you head for the kitchen? I'm sure you remember where it is." Hint of teasing in his last words; Clark could actually hear the smirk in his voice.

Clark grinned at Chloe's arched eyebrow. "What, I like food! And Lex has good food. C'mon, it's this way."

Entering the spacious, modern room, Clark headed straight for the fridge and began pulling out the makings for omelets. Grabbing a couple frying pans off the rack hanging over the kitchen island, he plunked them down on the stove top and flicked the burners on. Globs of butter were soon melting on the heated surfaces.

"I'm surprised he doesn't have an entire kitchen staff locked away in here," Chloe commented wryly, taking in the black marble counter tops, stainless steel appliances, and myriad of high-end gadgets.

"My cook has Friday's off," Lex said, stepping into the room and moving over to a complicated looking machine. "Coffee?"

"You know I don't pass up caffeine!" Chloe grinned.

Lana had been watching Clark as he moved about the kitchen. *He's too pale*, she thought to herself. And he was starting to waver as he stood over the omelets, watching the egg mixture start to heat through. She was at his side in an instant, taking the spatula from his trembling hand.

"Sit," she said, pushing him towards the stool she had vacated. Leaning in close, she kissed his cheek and whispered in his ear. "Take it easy for a minute," Clark smiled gratefully at her.

"Was he butchering the food?" Chloe laughed as she took her mug from Lex and sat beside Clark. Her back had been turned when Clark had felt the wave of dizziness wash over him, for which he was grateful. Lana would push him to sit, but he was sure Chloe would have been all for forcing him back to bed and he'd had more than enough bed rest in the last twenty-four hours.

"Clark butcher food? That's blasphemous!" Lex held out a chocolate coloured mug to Clark, smiling softly for his benefit. He'd seen Clark shaking, but he had also seen Lana watching closely and left it to her to move in and force him to slow down.

Grinning, Clark wrapped his hand around the warm mug and blew softly before taking a sip. "Lana makes a better omelet than I do," he said. "At least, that's what she'd have me believe."

The rest of the morning passed with ease. Clarke begged off shortly before noon, giving in to the desire to sleep over the desire to sit with his friends and not think about hospitals and the fact that he couldn't go home because if he did, he might die. *Right*, *so I*'*m being a bit dramatic*, he thought. *It is a possibility*, *though*. *I could have died yesterday*. Shaking his head he stood, noticing the three concerned faces staring at him.

"I'm fine," he muttered, their expressions prompting him to speak.

"Let me walk you upstairs."

"Lex, I know how to walk up a flight of stairs."

"Yes, you do; however, you don't know what room I've had your things put in."

Clark grinned. "Fine, let's go." Walking around the table, he planted a kiss on Chloe's forehead. "Thanks for staying with me, Chloe," he pulled her into a hug, voice dropping to a whisper. "It means a lot to me that you stayed. It made things… easier."

"No problem, Clark, but" she whispered just loud enough for only him to hear as she returned the hug. "Either get your powers back or stop almost dying on me, ok?" He nodded silently, squeezing a little tighter.

Moving to Lana, he wrapped his arms around her and pulled her close, just holding her tightly. "Love you," he murmured, shifting back to initiate a kiss that intensified swiftly and left Lex and Chloe stepping back a few feet and clearing their throats. "I'll see you later," he said, reluctantly breaking the embrace.

***

Settled between satin sheets and beneath a warm, down-filled bedspread, Clark let himself drift into sleep almost immediately. He didn't hear the buzz of Lex's cell phone as Lex left the room. He didn't hear when Lex, pausing just outside his door, repeated the words "fire ants" into the phone, actually sounding uncertain. He didn't hear Lex come back into the room, nor did he feel the man shake him slightly in an effort to rouse him. Clark had never felt so comfortable in his life. The mattress formed to his long frame and his exhausted body had flung itself into a deep sleep as soon as it could. Waking Clark would have to wait.

***

"Fire ants," Lex said upon returning to the kitchen where they had sat in easy conversation all morning, not feeling the need to move elsewhere in the mansion. "I didn't think that they were in Kansas. In fact, any research prior to even just a few months ago suggests that a Kansas winter is too cold for them. But apparently there's been a study going on that has located a colony thriving in the southern portion of the state. It's quite amazing, really."

"Lex," Chloe interrupted. "What are you talking about?"

Looking up and blinking, Lex regarded the two young women before him. "Clark was bitten by a fire ant. That's what caused the previous two reactions." In full science mode now, Lex moved to sit opposite them. "The first bite generally causes no visible reaction other than perhaps some swelling. The first bite, however, is the antigen. It can open the floodgates for a more serious reaction next time. Clark was bitten for the second time the night he was in the loft with you, Lana. Now, fire ants are imported and they have been found in southern states, Texas in particular. When the doctors were looking for an allergen, fire ants weren't even on their radar. The third bite left higher levels of venom in Clark's blood stream, which my team was able to trace back to its source."

"And all that means what, exactly?" Lana looked a cross between worried and confused.

"It means that there's a nest somewhere on the farm. Probably in the loft as it tends to be warmer there than it would be outside or in the lower portion of the barn. If we can find and destroy the nest, Clark should be okay. He'll have to carry an epinephrine kit with him at all times, but better safe than sorry!" Lex paused, his face going from thoughtful to stormy in an instant. "Of course, if he'd kept the damned kit he was already given with him, he probably could have spared himself the experience of a respirator. And of course, he could have spared the rest of us a night of panic."

"Lex?" Lana interrupted his tirade softly. "Have the Kent's been told yet?"

He nodded, his hand coming up to scrub across his mouth – a nervous habit he exhibited only when he was at a loss for what to do next. Lana and Chloe had never seen the young businessman so riled.

"I have a team sweeping the farm from top to bottom. Any nests that are found will be destroyed, but the land parcel is large. I'm told it will take five to seven days to complete." He started pacing, face set in a determined grimace. "Fire ants. Well, shit."

Chloe's burst of laughter startled Lana out of her study of Lex's body; he moved gracefully even while agitated. His words processed and she let out her own giggle. Lex merely glared at them a moment before breaking into small grin.

"I've never heard you swear before," Chloe chuckled.

"I'm glad I could amuse you," he replied dryly.

***

When Clark woke the sky outside the window of the unfamiliar room was pitch black. He could make out a hint of the moon shining around the heavy clouds covering the night sky. Shifting, Clark made as if to turn over but was stopped by a small, warm body sleeping next to him. Lana. He smiled, moving carefully to embrace her without waking her. Nuzzling into Lana's neck, he planted a soft kiss there and closed his eyes to go back to sleep.

The next time his eyes opened he saw dawn tinting the horizon. Lex was on his knees by the bed and Lana had her hands on his arm. They looked worried. Clark realized he was sitting straight up in bed, sweating, his breath coming in soft pants and his heart beating just a bit too fast.

"You were screaming, Clark," Lana's wide eyes raked over him as if looking for a hidden injury. "Were you having a nightmare?"

Clark shook his head slowly. "I don't remember."

"Well," Lex chuckled. "Whatever it was, you were loud enough to wake the dead. I had to call off my security team." He stood, stretching his arms above his head and pulling the exposed muscles of his chest and stomach taut. "Think you can get back to sleep?"

"I…" Clark trailed off, eyes ducking down to his hands as he tried not to watch Lex standing there wearing only a pair of pajama bottoms. "Would you stay?" The words were out of his mouth before his brain processed the thought lurking at the back of his mind. "I mean, I just… was…"

Lex laughed again, dropping a hand to his friend's shoulder. "Sure, Clark, I'll stay." He moved to pull a leather recliner closer to the bed but Lana's hand on his arm stopped him.

"Share with us. It's a big bed."

Lex watched her for a moment before his eyes flicked over to Clark, noting the flushed skin of his face, neck, and bare chest. Turning back to Lana, he asked, "Are you sure?"

After a nod from both, Lex climbed into the king-sized bed and settled himself to Clark's right while Lana returned to the other side and slid beneath the sheets. The silence seemed to go on forever in Clark's mind.

*Oh god*, he thought frantically, *Lex is in bed with me*. *Not just me*, *either*, but with me* and *Lana*! He cleared his throat, turned his head towards Lana to say something, and found his mouth intercepted by a soft kiss. She pulled back after a moment.

"Clark, while you were in the hospital, Lex told me something." Clark could feel and hear Lex's body shift in his direction and had to suppress a shudder at the small sound that emitted from his friend's throat. "Just before you woke up he told me that he's in love with you. That he's in love with me."

A soft exhalation of breath was the only response Clark gave. Time, for Lex, seemed to come to a stand-still as he waited for his friend to say something. Finally there was movement as the dark-haired young man turned his head to face Lex.

"You love me?" There was disbelief in his tone, but his eyes were full of hope. It was all Lex could do to force his head into an up and down motion, nodding affirmatively.

"I love both of you," his voice was low and uncertain, grey-blue eyes searching green ones for a modicum of reaction, something to quiet the rising nausea in his gut.

"Wow," Clark whispered, his hand coming up from his side to rest against the other man's cheek. "Wow," he said again, as if words had left him.

"Lex," Lana's voice pulled two sets of eyes in her direction. "I think what Clark is trying to say is that he feels the same way. I know that I do."

Lana and Lex both turned their gazes toward Clark. Wide, green eyes moved between the two of them, still showing shock at the revelations of the last two minutes. He whimpered. *I did* not *just whimper*. *Come on*, Clark thought, *say something*!

"I- please, someone kiss me."

It was the please that sent Lex spinning into oblivion. Lana leaned back, letting Lex know he could take the lead. Looking into dilated eyes and at full, slightly parted lips, Lex's resolve to play the part of a smooth lover crumbled and he fell on Clark's mouth with a hunger that surprised even him. He'd always thought that if he had the chance at a first kiss, it would soft and warm. Now all he wanted was passion, taste, texture and more of the sounds Clark was making deep inside his chest.

He felt fingers brush hesitantly over his bare skull and let his eyes slit open to see Lana watching them, one hand stretched to touch him, the other moving over the defined muscles of her boyfriend's left arm.

The heat of their kiss was enough to leave the younger man gasping. Lex pulled back, concern crossing his features. Clark shook his head, mumbled that he was fine, and turned to capture Lana's mouth with his own. Lex lowered his head and placed soft, dry kisses across the other man's shoulder and collar bone. When he reached Clark's neck, his mouth opened and his teeth nipped at the sensitive flesh along the jugular. Exquisite sounds coming from that throat.

Lana's hand continued to stroke his head as he shifted over Clark's body in order to press open-mouth kisses across her shoulder. He trailed up and bit softly at her earlobe. Clark moved down to her neck, freeing her lips for Lex to taste. A small sigh against his lips and then a gasp as Clark's mouth closed on a nipple through the cloth of the cotton night shirt she'd worn to bed. Lex found her other nipple, gently pinching it to a peak as his tongue begged entrance to her mouth.

For a while the only sounds in the room were panted gasps for breath, the wet sound of lips caressing flesh and the shuffle of bodies moving against each other. Clothing found its way to the floor, sheets and blankets were shucked to the end of the bed, and soon Clark was sandwiched between the bodies of his girlfriend and his best friend.

"Oh, god," he whispered, pulling back slightly from Lex's lips. "Please, I need to come."

Lex's breathe roughened. "Clark, I want to fuck you. Let me fuck you." An incoherent groan was his only answer as the younger man arched, rocking his straining erection against Lana's body. "I want to see you buried deep in Lana while I slide inside of you." Clark shuddered, nodding his head frantically as he continued to rub against Lana, who made a soft, pleading sound in the back of her throat.

Condoms and a bottle of lube appeared in Lex's hand, pulled swiftly from the bedside table. His voice was smooth when he leaned forward to speak directly into Clark's ear.

"I need to stretch you. Touch her; I want to see her come."

Almost as if he were in a trance, the other man shifted onto his side and let his hand snake down Lana's body, pressing into the curve of her hip, stroking down toward a nest of short, dark hair and beyond that to fall upon her clit. He rubbed gently for a moment, watching her intently, until he felt Lex's slicked finger swirl around his opening, caressing lightly and spreading lube as he went. Clark dipped inside of Lana, and he fucked her with two fingers while stretching his thumb up to flick across her clit. Her body shook and she writhed closer to him, erect nipples brushing against his chest.

Clark bucked against her as the tip of Lex's finger pushed its way inside of him, stroking in short, slow movements, each thrust forward burying the digit further inside. He was kissing Lana as the second finger pushed its way into the tightness of his body. A shudder rocked his body and he added a third finger to Lana's sex while Lex began scissoring his fingers, stretching Clark's hole enough to add a third finger of his own.

Lana's breath grew harsher as Clark's fingers stroked her closer to orgasm. "Oh," she gasped, twisting off her side, her head slamming against the pillows and her back arching up off the bed as pleasure ran in waves through her body. "Oh," she said again as lips sucked at her throat and brushed across a swollen breast to lick gently at a nipple. Winding down, she turned her head to find both men watching her intently. Clark's eyes were wide, as if he could barely take in everything going on around him. Lex's were half-closed and shining with arousal.

Leaning over, Lex flicked his tongue across Clark's earlobe. "You're ready, Clark," he stretched his free hand around to the other man's straining erection, brushing the tips of two fingers up the length. Clark squeezed his eyes shut, nearly coming from the sensation of someone *finally* touching his cock.

The sound of a package opening and the sensation of a condom being rolled over his erection made Clark open his eyes again. Lex was pressed against his back, and he could feel his friend's shaft pulsing against the cleft of his ass.

The voice in his ear was low and rough, *pure sex*, Clark thought to himself. "Fuck her."

Moaning, Clark moved his body next to Lana's, pulling her back onto her side and slinging a leg over his own. Grasping the base of his cock and sliding into the tightness of her arousal-soaked slit, two short thrusts found buried to the hilt. Lex was behind him, holding his hips still, preventing him from moving within the dripping heat that clenched around his shaft.

He could hear Lex opening a second condom and rustle of skin on latex as he rolled it on and slicked it with lube. Clark was panting heavily, eyes glazed and mouth open in anticipation. Lana uttered sweet, soft keening noises that made Clark want to move and make them grow in intensity until a scream broke loose. Lex had moved his hands to spread Clark open and it wasn't long before the eighteen-year-old felt the head of Lex's dick pressing against his ass, begging entrance and bearing forward at a slow, steady pace. Clark's vision flared as Lex passed through the ring of muscle and stopped, giving him a moment to adjust. Two sets of hands stroked his body; soft, smooth fingers trailed up and down his chest while larger, stronger ones stroked his side. Lips found his and Lana's tongue flicked across his own as Lex sucked a mark onto his neck and began to move in short, slow thrusts.

Clark couldn't take it anymore. He pushed back against one of Lex's thrusts. Plunging back and driving Lex fully inside, relishing the stretch and burn that ensued. Throwing his head back against the other man's shoulder, Clark arched forward and buried himself inside of Lana. A minute later rhythm found itself between the three tangled, sweat-slicked bodies.

"Fuck, oh please, harder," Lana barely recognized her lover's voice, so desperate and drenched with desire as he begged Lex to push him further. His thick cock filled her, pounding hard and rough as his fingers twisted and teased her aching nipples, and Lex's hands brushed the sensitive skin at her sides. Tightening her leg around his, she moaned and bared her neck to him, willing him to suck and bite her there.

When Clark's teeth grazed her neck, Lana felt herself begin to spin. Frantically, she began fingering her clit and didn't fight the cries that were ripping from her. Lex was stroking her leg now, his hand moving down to dip into her wetness and drag backwards against her ass. The sensation of his finger entering her hole to the first knuckle pushed Lana over the edge and her cries rose to a near scream as her orgasm pulled her apart at the seams.

It wasn't until Lana fell limp and almost silent in his arms that Clark registered Lex's steady stream of nearly incoherent dirty talk. The pounding cock in his body bore down on him, hitting his prostate with every driving push and Clark was spiraling out of control, only semi-aware the he was yelling and that Lex had driven hard and deep and frozen inside of him as climax washed over them both.

Minutes passed as the three lay in post-coital stupor. It was Lana who finally moved. Grasping the base of the cock softening inside of her, she pulled back and removed the condom. The sound of tissue being pulled from a box on the night table didn't register in Clark's mind, nor did the soft thump as the tissue-wrapped condom landed in the nearby trash can. He did notice, however, when the warmth at his back shifted and pulled out, leaving him with a feeling of being stretched wide open for the world to see.

"That was…" Lana's voice trailed off as she curled into Clark's arms.

"Really…" was the sleepy, murmured response from Clark.

Lex laughed softly, tightening his grip around Clark's waist, securing him in the middle of his and Lana's exhausted bodies. "Fucking fantastic."

Sleep took the trio soon after.

"Clark?" Lex's voice permeated the haze of sleep he wasn't quite willing to surface from yet. "Clark, my team's finished its sweep of the farm. It's safe for you to go home now."

That was enough to force his eyes open. A week had passed; a week of sharing a bed with Lex and Lana, of laughter and discovery, and heartfelt expressions. A week of seeing Lex Luthor *cuddle*.

"I guess that's good news," he mumbled, shifting to pull his lover onto the couch with him. Lana had gone to the Talon in search of coffee and he'd fallen asleep before she'd even made it out of the room, let alone the mansion. Lex had been at the farm most of the morning, meeting with his work crew.

Lex obliged, falling onto the couch to the side of Clark's warm body. He stroked a hand through thick, dark hair and pressed a kiss to a sleep-warmed cheek. "Your parents miss you. As much as I'd like to keep you locked away here for myself, I should let you get back to them."

"I like the idea of being locked away here."

A voice spoke from the doorway. "I like the idea of keeping both of you locked away for my own personal benefit."

"Hey Lana," Clark shifted Lex into a sitting position and followed suit.

Lana laughed and handed them their coffee. Taking in Lex's somber look, she cocked her head to the side and raised and eyebrow in question.

"It's safe for Clark to go back to the farm."

"And that means no more three-to-a-bed anymore."

Lex nodded. "It's time to go back to sleeping alone."

Clark leaned over to Lex and stole a quick kiss as Lana moved to sit on his other side. Lex turned his head to press his lips briefly against Clark's cheek before standing up.

"I need to get going. I have a meeting in Metropolis this evening," leaning down, his lips brushed Lana's forehead gently. "Clark, your parents should be here in half-an-hour or so to take you home. I'll see you both later." With that he was gone.

***

The summer was nearly over. Clark had been home for almost three weeks and while he had seen both Lex and Lana during that time, the three had found little time together. Clark would be starting college soon, which would leave even less time for them to spend with one another.

What time they had found was quickly deteriorating in quality. The bickering had started three days before and swiftly grown into a full-fledged battle with Lex on one side and Lana and Clark on the other.

The catalyst for the current battle was Lana having arrived at the mansion to find Lex and Clark mid-fuck on the leather couch in Lex's office. Clark had beckoned her to join them and Lex had growled when she tried to reach between their bodies to stroke Clark's erection.

"Lex, what was that?" Clark had gaped at him as Lana withdrew in shock. Lex had responded by driving deeper and harder into Clark's body. A ripple of pain had pulsed above the pleasure of his prostate being stimulated and Clark had tried to pull away.

Realizing that his lover was balking, Lex had snapped his hips faster and harder for a half-dozen strokes before his climax washed over him. He'd barely coasted down before he was pulling out and turning away from Clark in anger. With his back to the two, Lex had moved to pull the condom off when he froze. He heard a quiet hiss of pain from behind him as Clark sat and reached for his jeans. Looking down, he stood motionless and stared at the red streaks of blood on the condom.

Clark's hand had landed on his shoulder and he'd jumped into motion, pulling the rubber off and tossing it into the waste basket then shrugging off the hand and turning quickly. One glance in Lana's direction rid him of the cold feeling that had been churning in his gut since the sight of Clark's blood. Rage boiled beneath his calm facade as Lex took in the expression of anger on her pretty face.

Pulling on his pants, Lex's voice was icy as he spoke. "I think it's time you both left."

"Lex-"

"No, Clark. Just leave." And then the fighting had ensued. When it was over, Clark and Lana had left Lex alone with his scotch and the single thought running through his head: *oh*, *god*, *I* hurt *him*. *He was bleeding*, oh*, fuck, *he was* bleeding.

Pulling himself up from the chair behind his desk, Lex grabbed the keys for the silver Mercedes convertible and headed out the door. Throwing himself into work would have to be sufficient distraction. He knew that whatever he had shared with Clark and Lana was over. It had probably been a mistake to begin with but, god, the memory of Clark writhing beneath him, the taste of Lana as she came against his mouth. He grew hard thinking about it. Throwing the car into gear, Lex pushed the speedometer into triple digits as he made his way out of Smallville and toward Metropolis and LuthorCorp.

***

Three days later, Clark and Lana woke up together in Clark's bedroom. He rolled onto his back to look at her, a small smile playing at the corners of his mouth. *Today*, he thought, *is going to be different*. *Today everything is going to change*.

"Hi," she whispered, hazel eyes blinking sleepily and lips curving upwards.

"Hi," he returned her smile.

"That was the best nights sleep I've had in weeks."

-end-

feedback home