Disclaimer: Not mine. No money. Yadda.

Rating: at least R for masturbation

Summary: Chloe can't sleep. It's not strictly necessary, but you might want to read EXPRESSIONS first as this seems to be turning into a series.




By Teand



Chloe kicked the covers off her legs, rolled over, and looked at the clock. Four thirteen a.m. Again. She hadn't been sleeping well lately.

Sometimes, she lay awake wondering why she'd sent Clark Kent flying off into the arms of Lex Luthor without even considering the implications.

Two guys. Small town, Kansas. She'd looked up the laws.

Age difference. There was a life-time of experience between sixteen and twenty-one. Especially when those five years had happened in the world Lex had inhabited before his exile to Smallville. The articles she'd found in various newspaper archives had left a lot of blanks but she was pretty good at reading between the lines.

Secrets. Clark's. Lex's. Hers...

Weirdly, she never worried about the fact she'd sent Clark to *Lex Luthor* scion of Lionel Luthor, heir to LuthorCorps and all the dirty dealing, environment destroying, widow and orphan threatening that implied. Maybe because evidence seemed to suggest that slimy double dealing wasn't a genetic trait. Maybe because she'd looked in Lex's eyes and seen something she recognized. Maybe because she truly believed that any "Luthorness" in Lex didn't stand a snowflake's chance in Hell against the pure Kansas farmboyness of Clark.

She was *not* the sort of person who believed true love conquered all. She wasn't even sure she believed in true love.

But she believed in Clark. And she knew the kind of influence he had on people.

The oblivious bastard.

Sometimes, she lay awake congratulating herself for putting Clark's happiness ahead of hers. She was a good friend. The best of friends. A pat on her own back to help choke down the bitterness.

Sometimes, she lay awake wondering how she could have been such a stupid sap. When Clark turned to her all emotionally open and aching, she should have thrown herself at him, straddled his faded denim crotch, attached her mouth to his, and rode him like a pony until he forgot everything and everyone but her.

Sometimes, she wondered what Lana thought about this whole thing. She'd basked in Clark's adoration for so long did she miss it? Chloe would have been appalled to find herself thinking of Lana but all those years of patting Clark's hand had gotten her into the habit and now she couldn't seem to stop. Besides, the whole pony thing just sort of naturally lead there...

Lana and ponies. And ewww.

Sometimes, like tonight, her reasons for not sleeping had nothing to do with what was going on in her head and everything to do with her body. Jesus, she hadn't even known girls could have wet dreams until her subconscious started supplying images of thighs and abs and asses and full lips wrapped around a cock so perfect it had to have come out of her imagination. Not even Clark could have...

Well, yeah, he could. Not that she'd ever *know*. They'd moved past the "I'll show you mine if you show me yours" stage before she'd ever gotten a chance to see anything. But he owed her now. He owed her big time. Maybe someday she'd collect...

And oh sure, she'd had sex dreams before but nothing like this. They used to kind of dissolve into abstract weirdness before the good stuff happened. Lately, her subconscious seemed to have no trouble filling in the blanks with hard, familiar bodies doing the kind of things that jerked her out of sleep and left her limp and trembling and dripping wet.

It wasn't just Clark -- although Clark had fulfilled the starring role in her fantasy life from pretty much the moment puberty'd hit. He did a good job hiding it with the expensive suits and rich boy toys but Lex Luthor was buff. Broad shoulders, muscular arms, a killer ass, and large, strong hands. In fact, Lex's hands were remarkably similar to Clark's -- well, ignoring the obvious size difference, Clark's tan, and the bits of the Kent farm usually packed under his fingernails.

Les definitely gained points on personal grooming.

Hands weren't the only thing the two shared either. They were both smart. Both loners. Both charming, although Lex used charm like a weapon and Clark like a shield. Both carried the weight of destiny -- given their respective fathers and respective skills, different destinies but still... People continually underestimated both of them based on their appearance -- Lex's lack of hair and Clark's innocence-in-flannel thing. Which was still operating at full force in spite of the relationship currently disrupting Chloe's nights.

But mostly, they shared each other. They were together.

And she was alone. Wasting her youth in an empty bed.

Lying awake at four forty-seven am.

Suddenly writing bad country music.

Which might cause projectile vomiting but was certainly not going to help her get back to sleep.

She was sleeping in cotton boxers and a tank top, wishing she had the guts to sleep naked but strangely unwilling to be so continually exposed even in the locked privacy of her own room. Flipping her pillow so cool fabric pressed against the back of her neck, she drew her left leg up, turning her knee out toward the edge of the bed and slipped her right hand under the elastic waistband.

Slowly stroking her fingers through her pubic hair. Warm. Damp. Comforting. She sighed, shimmied her shoulders deeper into the mattress and pushed the tank up with her left hand until both nipples were exposed. Licked thumb and forefinger. Rolled first the right, then the left.

What she really needed was three hands.

Or mouths.

Clark on one nipple. Lex on the other.


Her back arced up off the bed and one finger slid down far enough to stroke moisture up over her clit.

Hands on her inner thighs. Strong hands. Thumbs digging into the soft flesh. Fingers inside, spreading her open.

Tongues and teeth on her breasts.

Head back, breathing in quick gasps through teeth clenched to hold in any sound. Two fingers circling now. Faster. Harder.



Her hips lifted off the bed, rocking against the rhythm.

Muscles tensed.



She screamed a name into her pillow. She just didn't know whose.

The night returned slowly and she reluctantly returned with it. Bones like liquid, Chloe trailed damp fingers up her belly, tugged the tank down, and, with the air suddenly cool against overheated skin, dragged the covers back from their exile at the edge of the bed.

Sometimes, she lay awake enjoying the thought of having not one but two beautiful men at her beck and call.

There were worse things to be thinking about at five oh two am.