by Alexa Jones

Spoilers: none

Disclaimer: Didn't think up these characters, don't own 'em.

Summary: Clark and Lex help Lana overcome a difficulty.

Authors Note: Thanks to the wonderful and insightful SugarRush for her many look-overs and opinions, and to Kat for being my eagle-eye.

Lana Lang stepped off the train, her eyes scanning the crowd. Sure enough, she spied Lex Luthor, his head easily recognizable, almost immediately, standing in the corner with Clark Kent. A smile played across her lips. She hadn't seen her two friends in nearly six months, and she had just arrived in Metropolis for a visit.

She started toward them, but just then, Lex leaned into Clark slightly and his hand brushed against Clark's. It was a subtle gesture, one that probably no one else noticed and could be easily taken as a mistake, but Lana knew better. Her step faltered as she took it in. She was well used to the idea of them together; everyone knew they'd been together for years now. However, she'd never really forgotten that she'd once had a relationship with Clark in high school. Plus, a part of her, deep down, found the fact that the two men together were sexy.

She didn't have time to think about it any longer; Clark had spotted her approaching, and the beaming grin she received could have kept the Metropolis lights shining bright for a week. Lex smiled as well, and when she was within earshot he said, "Lana. Good trip?"

Her feelings pushed aside, Lana's smile widened. Clark's grin was contagious and she was glad to see them again. "Fine, not too bad."

"Good," Lex replied.

No sooner than that was said, Clark wrapped her in a tight hug.

Lana laughed and hugged him back. "It's good to see you, Clark."

Clark grabbed both of Lana's bags, hoisting them easily over each shoulder. Lana was about to protest and insist she could take one, but Clark didn't look like he was having any trouble.

"It was really nice for you two to offer to let me stay with you this week," Lana thanked them as they headed toward Lex's car.

"Don't worry about it," Clark answered. "We have plenty of room."

They put her luggage in the trunk, and Clark got into the backseat with her, leaving Lex to drive.

"Oh, you don't have to sit with me, Clark. I don't mind being in back by myself," Lana told him.

"No, it's okay," Lex cut in, turning around to face both of them. "This way I don't have to listen to Clark lecture that I'm supposed to slow down at yellow lights."

Then he winked at Clark, and Lana guessed it was a common argument between them. Clark just grinned and leaned forward into the front and gave Lex a quick kiss on the mouth. Lana blinked and averted her eyes. She'd seen them kiss before, and it always had the same effect- hints of jealousy perhaps, but also an unmistakable twinge of arousal. She pushed it aside, choosing instead to focus her attention buckling her seatbelt.

"How's life in Smallville?" Clark asked once Lex had pulled out of the parking lot and they were on the highway to the richer outskirts of Metropolis.

Lana shrugged. "The usual, you know. The drought has been hard, though."

Clark nodded; he could understand that. "It must be difficult for Charles, then," he said.

Lana winced at the mention of her boyfriend's- no, ex-boyfriend's name. "It probably is, but I'm not too sure. We broke up."

Clark looked slightly guilty that he had brought it up and smiled sympathetically. "Oh, I'm sorry. How long ago?"

"Not long," Lana answered. "Two weeks."

"You'll find better, Lana," Clark said gently. "Maybe someone in Metropolis this week?"

Lana shrugged again. "Maybe," she replied, her voice soft. She wasn't really looking. She wasn't sure if she was ready for a new relationship yet.

Clark frowned. "What went wrong?"

"Nothing in particular," she answered, quietly enough that Lex wouldn't hear. Lana looked up at Clark, and seeing him still watching her expectantly, she realized he was waiting for more information. "I... I don't know what it was. I never... he just never... did it for me, I guess," Lana finished lamely.

Clark's brows furrowed. "Did it for you?"

"Yeah, umm. You know."

Clark's eyes widened as he realized what Lana was implicating. Lana sighed. She didn't know why she'd brought the subject up, but she'd never been able to hold back much from Clark, no matter how much she wanted to, even after he'd clearly held back a lot from her. She also wasn't sure she wanted to talk about it with Lex so close by, but he had some loud rock music playing, and was busy switching lanes and weaving in between slower cars.

Clark's eyebrows rose. "Never?"

Lana shook her head and the side of her mouth quirked upwards wistfully. "No."

"Insensitive bastard."

It wasn't like Clark to swear, and Lana couldn't say why she was defending her ex, but somehow, "It wasn't really his fault," escaped her.

Clark blinked and cocked his head, confused. "How is it not his fault?"

Lana flushed, turned her head and stared out the window, watching the blur of buildings and cars. "Never mind. Forget I said anything."

Clark studied Lana's reaction, then carefully inquired, "I take it not with Whitney either?"

Lana merely shook her head, still gazing out the window and refusing to look at Clark. Lana figured Clark was putting together the pieces. Clark knew Whitney and Charles had been her only boyfriends, beside himself, and she and Clark had never been intimate.

His usual sensitivity forgotten, Clark's mouth dropped open. "So, you never...?" he asked in surprise, a little too loudly for Lana's liking.

Lana glanced at Lex and shot Clark a look. "Yeah." Then, she dropped her head into her hands. "I can't believe I'm telling you this," she moaned. "Let's just drop it, okay?"

Clark reached over and touched her arm reassuringly. "I'm sorry. I didn't mean to sound-"

"It's okay," Lana interrupted, "I just don't really want to think about it."

She turned away from him and effectively ended the conversation. She'd come to Metropolis to try and forget her problems. Some time off from the Talon and away from Smallville and accidental run-ins with Charles. She had been giving more and more thought lately to the fact that no man had ever been able to get her to climax. Not that they hadn't tried, she'd give them that. Yet, Lana by herself hadn't been able to accomplish anything either, so she couldn't really blame them for it.

Clark chewed on his lower lip, but nodded and let the subject drop. "Alright. Did you make plans for dinner yet? We were going to make something and eat in."

"Sure." Lana bravely pasted a false smile across her face, and finally turned her attention away from the window and back to Clark. "I wouldn't miss you and Lex trying to cook."

They exited the highway and Lex flipped off the radio in time to hear her last remark. He chuckled as he pulled into an underground parking structure below his penthouse apartment building. "I think you'll find you'll be pleasantly surprised, Lana."

They got out of the car and grabbed her bags. Lana couldn't stop thinking during the long elevator ride. Twenty-three and she'd never had an orgasm. Her problem, if she wanted to call it that, bothered her more and more as the years went by, and it wasn't something she'd ever admitted to anyone, besides the two boyfriends, before. Considering Clark's reaction, she knew why she'd never wanted anyone to know. She'd figured that Clark, if anyone, would be nice about it. Not that he'd been mean, but it hadn't been the reassuring reaction she'd been hoping for.

Lana sighed, but then became determined to put her thoughts out of her mind and enjoy her vacation.

"Thanks again for letting me stay here," Lana said gratefully as they entered through the front door. "It really is good of you guys. I hope I'm not intruding too much."

"Nonsense." Lex smiled warmly. "Not for old business partners."

"You're not intruding, Lana," Clark said, hoisting her heavy bags up easily and leading the way down the hall. "Come on, I'll show you to the guest room."

Lana unpacked for a few minutes before she could smell delicious odors drifting in from the kitchen. Deciding to see if there was anything she could to help them prepare, she walked into the kitchen. She halted suddenly as she caught sight of the two, kissing passionately with Lex pressing Clark against the counter, and Lana wondered just how far Lex's tongue must've been down Clark's throat just then. Her face flushed and an unexpected warmth gathered in her belly. She'd never seen them kissing so hard before, and she definitely hadn't expected how real of a turn-on it would be.

Clark glanced at her and squirmed out from under Lex, who only smirked and cast his eye over her. A knowing look passed over his face, and Lana wondered if Lex indeed realized the effect they had on her. Clark's hair was mussed and lips were even more swollen than usual, and Lana couldn't help but think how attractive he looked like that.

"I just thought I'd see if you wanted help," Lana offered. "With dinner," she added quickly, not wanting to give Lex any fodder for a smartass remark.

"Nope," Clark said. "In fact, we were just about ready to call you."

Lana seriously doubted that; she had suspicions that if she hadn't come out when she did, dinner might have been served cold instead. But she didn't speak her mind, and helped them bring platters of food to the dining table.

Dinner, as Lex had promised, was delicious and thankfully, there was no mention of the afternoon's conversation. In fact, Lana was able to forget completely and enjoy the evening and catching up with her old friends. She'd always wished she'd had more time to visit Metropolis. Maybe now that she and Charles had broken up, she could. She was pretty sure Lex and Clark wouldn't mind her spending another weekend or two here and there. The time passed quickly and soon it was late. Stifling a yawn, Lana eventually excused herself and collapsed into the lavish guestroom bed.

Lana slept fairly well that night, when she finally did fall asleep. She hadn't wanted to admit to herself that she'd been secretly straining her ears to hear any hint of sexual activity. It made her feel guilty; she figured they didn't invite her so she could listen in on their love life. Hearing nothing, she finally drifted off to sleep, figuring they were either too good at being quiet or not doing anything at all.

The next morning, Lana showered and dressed, eating a quick breakfast with Clark and Lex before excusing herself and saying she was leaving to watch a movie she'd been dying to see, but that was only in limited release in Metropolis. Movies had always been her refuge, and though she'd never told anyone, sometimes she'd played films in the Talon for herself alone.

"Are you guys going to be here at about three o'clock when the movie lets out?" Lana asked them, not wanting to be locked out.

Lex glanced at Clark, who shrugged. "Probably not," he answered, getting up and handing Lana the keys. "We have some errands to run today. Just let yourself back in."

"Thanks." Lana smiled and took the keys, stepping out the door. She was looking forward to the movie and getting some time alone to herself.

After Lana left for her movie, Clark was still dwelling on it. Lex thought Clark seemed like he had a lot on his mind. When questioned further, Clark was evasive, but Lex, masterful negotiator as always, wrangled Lana's secret out of him.

"I just can't picture it, Lex."

Lex shrugged. "I know you've never been with a woman, Clark, but it's not as automatic for them."

Clark flopped onto the couch, considering the thought in his mind. "I guess so. But I still can't imagine having gone through life so far without coming."

Lex grinned. "You can't imagine twenty-four hours," he said, and pushed Clark onto his back along the couch, settling his body on top of Clark's. He briefly kissed Clark on the lips before wandering down to nibble at his neck.

"She's still so beautiful," Clark murmured, almost ignoring Lex's attentions and staring at the ceiling.

Lex paused and lifted his head to look at him. Clark seemed distracted, not responding to the feeling of Lex's teeth as usual. "You wish you could help her," Lex deduced.

Clark bit his lip and shrugged. "I hope it doesn't upset you, Lex... but a little, yeah."

"You always were too helpful," Lex replied, kissing him again. His tongue gently licked where Clark had been biting his lip. Lex knew Clark would never draw blood no matter how hard he bit himself, but Clark seemed to be comforted all the same by the gesture.

"Does it bother you? That I thought about her like that today?"

Lex regarded him before answering slowly, "No."

Clark looked relieved. He wrapped his arm around Lex's neck, the other gliding down to stroke his hip. Clark's fingers lightly tickled the back of Lex's neck, making tiny goose bumps rise on his skin.

Lex, glad that Clark was getting into things now that his mind had been put at ease, shivered and shifted into the touch, pressing their bodies even closer together. "I bet there's nothing we couldn't overcome together, Clark."

Clark's brow furrowed. "That I was thinking of someone else?" His hand moved down from Lex's neck, the back of his fingers dragging along his spine. Clark wondered if he should keep touching Lex, if the conversation might best be discussed when both of them weren't starting to become aroused. Yet, Lex was making no move to pull away, so Clark decided to keep going.

"Not exactly," Lex said carefully.

Clark's eyes widened and his hand stilled its caress on Lex's hip. "What are you suggesting, Lex?"

"I think you know."

Clark swallowed. "I doubt Lana would go for that sort of thing. She doesn't seem the type."

"Perhaps not." Lex trailed his hand along Clark's chest, making Clark shiver as his fingertips brushed against his nipple. "But I've seen the way she looks at us together sometimes. I think we turn her on."

Leave it to Clark to choke on nothing. "What?"

"She might not be as averse to the idea as you think."

"But you... would you want that, Lex?"

Lex glanced up at Clark. "Does that bother you, Clark?"

Clark stared at Lex for a moment, then shook his head. "No... I thought it might or that it should. But it doesn't."

Lex grinned. "Are you going to proposition her, then?"

"No!" Clark looked scandalized. "Somehow I don't think Lana would appreciate it."

Lex merely smirked and slid off the couch onto his knees. He reached for Clark's belt buckle, and there was no further discussion about their houseguest.

When Lana arrived to the theater, the film had already sold out. She sighed in frustration, resisting the urge to kick something. She debated staying for the next available showing, but it wasn't until hours later. Eventually, she decided just to go back to the penthouse. Her mood was spoiled to do anything else, and she wondered if moping around Lex's penthouse alone would make her feel better. She was sure Lex wouldn't mind her putting on a DVD. He probably had some that weren't officially released yet anyhow.

When she got back, she slipped the key into the lock, turned it, pushed the door open, and promptly froze.

Lex. Clark. Lex naked. Lex naked on top of Clark. Lex naked on top of naked Clark. Naked Lex and naked Clark kissing. Rubbing. Grinding. And Lana could only stare.

The two men lying on the couch stopped their leisurely movement. Red rose in Clark's cheeks and he hid his face against Lex's bare shoulder.

Lex's eyes flickered to Lana and then back to Clark. "Now's your chance, Clark," Lex murmured into his ear, his lips brushing against Clark's earlobe. "Are you going to pass it up?"

Clark looked into Lex's eyes; found the hint of dark, mischievous daring. Clark realized that he really didn't want to allow the opportunity to slip by. "Okay, Lex," he whispered back, his own eyes darting to Lana still staring at them. "But you ask her."

Lex sat back onto Clark's thighs, and turned his attention toward her. "I think you want to watch us, don't you, Lana?" he asked, looking straight at her.

Lana's mouth went dry. She just looked back at Lex, wanted to turn away, but found she couldn't. She knew she must look stupid, staring at them dumbfounded, but she couldn't bring herself to move.

Lex smirked slightly. He got off the couch, taking Clark's hand and pulling him up with him, giving him a deep kiss, eyes on Lana, before pushing Clark in the direction of the bedroom. Clark walked a few steps, with Lex right behind him. Sensing that Lana hadn't moved, Lex turned back to Lana, and said, "Coming?"

Lana blinked and before she knew it she found herself sitting on Lex's huge bed before her two very attractive and very naked friends. Lana watched as Clark and Lex's tongues dueled together, their bodies pressing together. She thought she could feel the heat from their bodies reach out, swirling around her and sucking her into the scene. Even if she wanted to leave, it held her captive, kept her eyes open and fascinated.

Lex broke away, causing Clark to make a whining noise in protest, but that amazing heat remained. "What do you want to see, Lana?" Lex questioned.

Lana finally managed to find her voice and croak out, "What?"

Lex grinned at her. "What do you want to see us do?"

Lana swallowed hard. "Ummm...." She didn't know. She had an idea of what men did together, but she didn't know what Clark and Lex would do. Ten minutes ago she would have said she didn't want to know. She sat, dumb and speechless again.

Clark took pity on Lana and answered for her in a low tone, "Lex... fuck me."

Lex glanced back at Clark, then turned his gaze upon Lana again. "Would you like that, Lana? If I fucked Clark?"

Lana's eyes flickered toward Clark, lying on his back and legs spread and it was so very tempting to just mindlessly agree and say 'yes.' Yet, she shook her head, a 'no' forming on her lips, although it wasn't actually vocalized.

Clark wondered if they'd pushed her too far and frowned. "Lana, you don't have to stay if you don't want."

Lana merely shook her head, really wishing she could get her vocal cords to work. Her voice kept stalling, the heat of their passion choking her.

Lex raised his eyebrows. "You want to watch Clark fuck me; is that it?"

"Yes," Lana whispered, her response barely audible. Even though she knew Lex himself probably didn't see it as such, Lana liked to pretend he'd be vulnerable on the bottom. She wanted to see Lex Luthor not in control, though she doubted that would be the case. Lex was never not in control.

The side of Lex's mouth quirked upward, and he glanced at Clark for confirmation. Clark's answer was to sit up and grab a condom packet, push Lex down onto his stomach, and settle behind him.

Clark's hand drifted along Lex's side, over the curve of his hip, over his ass and disappeared behind Lex. From her vantage point, Lana couldn't see what Clark was doing. A part of her desperately wanted to, but the other refused to allow her body to move to where she could see. Her eyes settled on Lex's face, his eyes fluttering closed, but not before they locked with hers and he gave a knowing smirk. Lana couldn't say for Clark, but she knew then, without a doubt, that Lex was enjoying her watching. He'd made it sound like it was her idea, but he wanted it... maybe even more than she did.

Then, Clark was taking hold of Lex's hips and Lana knew that when Clark's hips were flush against him and Lex's mouth had opened in a silent gasp that Clark had penetrated him. She didn't know if it was pleasure, pain, or both that she could see on Lex's face, but upon but seeing his expression a sudden rush of wetness pooled between her legs.

Lana didn't know where to look. Clark thrusting rhythmically, his golden skin beginning to form a light sheen of sweat, his perfectly toned muscles flexing. It was a breathtaking sight, and while Lana had seen him in swimsuits before, she hadn't realized just how perfect he was. Most men she thought didn't look that great without their clothes... but Clark was an exception.

She was starting to think Lex was an exception as well. His skin looked smooth, and hairless from what she'd seen so far. She tore her eyes from Clark and turned her attention back to his Lex's face. His eyes had opened again, looking at her. Clark shifted slightly and held Lex differently, and a deep, long groan escaped Lex, his eyes rolling back briefly. Lana almost thought he'd come, but Lex kept encouraging Clark to go on.

"Yesss," Lex hissed. "Right there, Clark...."

Lana wasn't sure what Clark had done differently, but Lex clearly liked it... and liked it a lot.

Lana couldn't say how much longer she watched them before Lex grunted and said, "Do it, Clark... now," and Clark made a final, hard thrust, tensed, and came with low cry. Clark slumped over Lex's back, both men breathing hard.

Lana realized she'd stopped breathing, and at her sudden intake of air, both men turned their gazes to her. Lana swallowed. She knew her face was flushed, that her erect nipples were showing against her thin shirt.

Lex whispered something in Clark's ear, and the corner of Clark's mouth turned up. He glanced at Lana before murmuring something back, not missing the chance to drag his teeth along Lex's earlobe and tug at it. Lex grinned back and Clark settled on his side, pulling Lex back against his chest. Lana could see that Lex still hadn't come yet; his erection wept and looked impossibly strained.

Lana wondered what she should do. Were they going to fall asleep? Should she leave? Their breathing had returned to normal, but their eyes were closed and they rested against each other. She decided to try and exit as inconspicuously as possible, and leave them to themselves. She eased herself off the bed slowly, but as her back was turned she felt a hand brush her shoulder.

"You don't have to go," Lex's voice flowed over her ears.

Lana turned, slightly startled, and saw that Lex had moved out of Clark's arms. She glanced back briefly at Clark. "Looks like Clark is wiped out," she managed to say.

Lex grinned. "He has a tendency to doze off."

"Don't all men?" Lana replied, hints of bitterness showing through.

Lex leaned in close to her. So, so close. She could have kissed him. Or he could have kissed her. "I don't." His eyes glinted.

Lana blinked at the implications. "Oh."

Lex gently pulled her backward back onto the bed, a hand on each shoulder.

"Lex...." Lana's posture was rigid. She didn't know what Lex had in mind; a part of her wanted it, whatever it was, her panties were soaked from watching them. Lex's hands rubbed her shoulders gently.

"You seem tense, Lana." He said it matter-of-factly, but she knew he was teasing her. He knew exactly how she was feeling, exactly how aroused she was. His hand cupped the back of her neck, gently massaging it. "I can give you a massage, if you want."

Tempting. Lana glanced at Clark, whose eyes were still closed. She didn't want to infringe on their relationship. She didn't want to allow Lex to do anything that might come between he and Clark later. Especially since Lex was still obviously aroused and might not use his best judgment.

Clark answered that predicament for her. "Lex gives the best massages," he mumbled against the pillow.

"Okay," Lana yielded with a whisper. If Clark had minded, he probably would have said something.

Lex rubbed his thumb over her neck once last time. "Lie down."

She obeyed, stretching out on her stomach. She thought it would be difficult to relax; just the thought of Lex touching her made her nervous and excited at the same time. But his hands were magic, as Clark had promised, and she found she couldn't stay tense even if she'd tried.

Lex's hands started at her shoulders. He stroked her back, then, softly, soothingly. Lana couldn't help but feel more at ease at the quiet touch. He moved his way down to her lower back, his hands gliding lightly.

"It would be better if your shirt was off," Lex reasoned, emphasizing his point by sliding his fingers beneath her shirt. Electricity tingled up along her body. Lana knew she shouldn't, but at this point, she wasn't really fit to argue. Lex was tugging her shirt up, and she hadn't worn a bra that day underneath her spaghetti-strapped top.

Light olive skin revealed, and somewhere, sometime, somehow, Lex had gotten massage oil and had warmed it between his hands, smoothing it over her back. Lana sighed at the pleasure of his touch.

"Clark especially enjoys my specialty full-body massage."

Both Lex and Lana glanced at Clark. "Mmm... yeah," he answered, his voice still muffled and sleepy.

Lex's hands skimmed beneath her skirt, and when she offered no protest, pulled it down, taking her panties with it. It could have been accidental, but Lana had a feeling that it wasn't. She supposed she should have minded, should have said something, but she didn't. She recognized the whole situation was leading to sex for her, and she realized she wanted it. Badly.

Lex straddled her, his hands working her back firmly. Soon she felt like putty on the bed, but he still wasn't finished. His hands skimmed over her butt, down her legs. He massaged each leg, until her limbs felt heavy and she didn't think she'd be able to move if she wanted to. His fingers brushed along her inner thighs, and she shivered.'

Then, Lex's voice was in her ear. "Roll over?"

"Yeah." She didn't have to give it a second thought, but her muscles wouldn't cooperate. Lex seemed to understand, and took her hips and helped her turn over.

She hadn't thought much about her nudity while she'd been on her stomach, but there was no hiding any of her body now. Her breathing quickened as she watched Lex cast an approving eye over her. He rubbed her arms, his fingertips dancing along her collarbone and moving lower, the massage turning quickly from relaxing to arousing. Her breath caught; she was certain he was going to touch her breasts, but his hands drew down her sides and over her stomach instead. She hadn't realized it, but her eyes were closed and she opened them to find him smirking at her yet again. His fingers teased along her inner thighs again, dangerously close to her sex.

Still smirking, Lex asked, "Do you want me to touch you, Lana?" He already was touching her, but Lana knew what he meant.

Lana managed a nod, and his hands caressed up her sides and then up to cup her pert breasts in his hands. Kindly though, not like some overeager college boy, gently massaging them and it felt good and relaxing and arousing all at the same time. His thumbs stroked ever so lightly over her nipples, making her shiver, making her cry out when he pinched them.

Hearing Lana's cry, Clark's eyes opened and he began watching the scene with more interest. He scooted closer, until his body was almost touching hers. He reached out with his hand, touching his fingers to her lips, tracing their plump shape. He slowly withdrew his hand, looking her in the eyes. Lana could only stare back at him, and then his lips touched hers ever so briefly. She was surprised but pleased, and Clark must have been too since he smiled into the kiss as she pushed forward for more.

She felt Lex's hands begin to tickle her inner thighs, his knuckles so close they brushed against her damp curls. She noticed Lex glance up at her, and she managed a permissive nod. He glided his fingers along, dipping between her folds and finding her clit.

Lana gasped into Clark's kiss. She'd never felt so sensitive, never wanted a touch more than now. Lex's thumb rubbed her for a moment, then left. She whimpered in protest, but he was scooting lower, his hands gently pushing her thighs further apart and it suddenly dawned on Lana what Lex was going to do.

No man had ever done this for her before. She hadn't let them. She'd been too embarrassed and worried before, but now Lex had her so relaxed and she was itching for anything and she just didn't give a damn at all anymore.

She didn't have a basis of comparison, but Lex had to be especially talented because she though she might die at the first touch of his tongue. She hadn't expected it to feel this good, and maybe it was because it was Lex, or maybe because she'd never felt this needy.

Lex had to be teasing her. She didn't think she was close to coming, but even if she had been, she knew Lex would have backed off again. It was absolutely maddening, and even though she didn't think she was going to come, she wasn't sure how much more teasing she could take. Lex's toying and touches reminded her of music. He was playing her like an instrument, hitting all the right notes and never straying off-key.

Her whole body felt hot, on fire. She was sure that if she could see herself, her whole body would be completely flushed red. The heat in the room was still suffocating her, Clark was still kissing her, somehow finding that spot on her neck right away, and had started caressing her breasts.

She hadn't noticed, but Lex had stopped licking and sucking at her below. His fingers were inside her, but his body hovered over hers and he kissed her lips hard while Clark nibbled at her shoulder. He pulled back from the kiss just as suddenly as he'd started it, staring into her eyes. Dark as they normally were, Lana's eyes were pure black, her pupils dilated.

Lana instinctively knew what Lex was asking. She nodded her head and felt his fingers disappear. She thought she'd be apprehensive, but the massage still had her too relaxed for her body to even be able to tense up to match her state of mind, and watching them and all the foreplay had Lana embarrassingly wet. She didn't think she'd ever been this wet before, but she shouldn't have been surprised considering her whole body felt like it was now composed of liquid. When Lex aligned himself and pressed his hips closer to her, he slid inside so easily and pushed her legs up and she let herself be molded into any position he wanted her.

The first thrust was heaven. And the rest became a blur of simple sensation, with Lex was pounding into her harder like nobody else had ever dared and she still craved more.

Clark had stopped touching her, and she saw he was hard again. He moved beside Lex, pulling Lex up straighter while he still moved in her, kissing him sloppily. It was so hot, it didn't even compare to the kiss she'd seen earlier, and Lana couldn't breathe at the sight. Clark's hands were roaming all over Lex, and watching them together again made Lana push her hips back against Lex's even more fervently.

Suddenly, Lex tore his mouth away from Clark and cried out loudly, his body giving one last great thrust before stilling and crumbling into shudders.

"No," Lana sobbed, realizing Lex had come and was starting to soften. The sex with Clark earlier, then so much foreplay with Lana, and Clark touching him now, there was no way she should have expected him to be able to last for her. She felt like she was so close to something, that she just had to come soon because there was no way that any human body could possibly climb higher than she was right now.

Clark was saying something in Lex's ear, and Lex nodded, pulling out and he sat Lana up for a second, settling behind her and easing her back against his chest.

"We'll make you." Lex's promise delivered from his smooth, sexy voice, husky in her ear and his breath tickling her skin. He was playing her like an instrument again, and she loved this song even more. His hands ran over her skin, over her breasts and pinching her nipples so hard it made her cry out. Nobody had ever been so rough with her as Lex was, but it was working and she needed it so badly.

"We know what you need." His voice again, the timbre seductive and making her shiver.

Then, Lana felt Clark enter her, and she and Clark were finally having sex. When they'd first gotten together, she'd told Clark straight off that she wasn't ready for sex again. So he'd never mentioned it, and he'd never come close to pushing anything too far. She'd been almost upset at that, feeling that maybe he didn't want her, but they broke up and she never brought it up. When she'd heard the news that Clark and Lex were together, she figured that it was because he was gay. Years later, Charles had come along, and she'd slept with him mostly to confirm that someone still wanted her. And, as with Whitney, she'd stayed with him so long mostly because she was afraid of being alone.

Clark was larger than Lex, but she took him without difficulty, couldn't imagine anything more perfect than him stretching her and filling her like this.

"He's big, isn't he, Lana? But you can take it; you like it, don't you?"

Lana moaned her agreement, and her legs wrapped around Clark's waist and she was squeezing him and pushing against him, doing anything that could counteract the pressure building in her, and her arms were above her head and around Lex's neck, her nails digging into him and she didn't care if she was hurting him or not.

"Can you feel him? It's so good, isn't it? I know it is. Just feel him, Lana."

Lex's words made her whimper. Then, Lex's fingers strayed back down to her clit, and Lex swallowed her cry with a kiss. Lana couldn't even kiss him back properly, her mouth gaping and her body was arching up and strung so tight. And Lex just kept touching her, and Clark kept thrusting, and her body started trembling uncontrollably. They kept going, unrelenting, and suddenly, unexpectedly, it felt like her body simply disintegrated into a million pieces. Something close to a strangled scream escaped from her throat, she felt tingles in her fingers and her toes, and watching Clark fall with her just made it all that more intense.

It seemed like ages before her body stopped shuddering and contracting around Clark, and when her eyes opened she saw Lex's smug visage and Clark's arm heavy over her stomach.

That was the last thing she remembered of that night, before she slipped into an utterly exhausted sleep.

She woke the next morning. Clark was sprawled out, asleep on his stomach, sheets half covering his body. Lex had pulled most of them away, just enough to cover him and her in the middle. Her sore thighs protested her movement as she tried to crawl off the bed unnoticed.

She managed to make it to the guest bedroom and climbed into the shower, hot water pounding down her back. She ached between her legs and she found bruises and teeth marks where she didn't even remember they should be. But she'd honestly never felt so good, and despite all the minor pains, her body still felt alive.

She stayed in the shower longer than she meant to, and Clark met her in the doorway. She froze, suddenly not sure what to think. She wrapped her towel tighter around her.

"Hey, Lana." His voice was deep from sleep, and she could swear she felt it rumble through her body.

"Hi," she squeaked. "Umm, I hope I didn't wake you?"

Clark shrugged. "You didn't wake Lex. He'll sleep through anything when he finally does sleep."

"Oh. Good."

Clark's hand brushed against her shoulder. It was a completely friendly gesture, and Lana knew he didn't mean it as anything otherwise, but she still jerked back involuntarily.

Clark masked his surprise and dropped his arm. "I hope you liked last night. We didn't exactly plan it."

Lana faked a smile. "Yeah. It was... amazing." That was the only word that she could think of, but it was true. "Well, listen, I'm just going to get dressed, and then start to pack."

Clark frowned. "Leaving so soon?"

"Yeah." Lana didn't bother thinking of an excuse. "I called a cab to take me to the station, so you guys could sleep in."

"I can take you, you know."

Lana shook her head. "It's okay, really. Stay and have breakfast with Lex."

"Maybe you can visit again sometime soon."


They both knew she wouldn't.

Clark nodded in the awkward silence. "Okay. Let me know if you need help with anything downstairs."

Lana nodded back.

At last, her bags were packed. Lex still wasn't up, and Lana was grateful for that. She wasn't sure she wanted to face him and the awkwardness that was sure to be there.

Clark helped her down to the cab, stuffing his hands in his pockets as he said good-bye.

Lana nodded one last time. "Thanks."

Clark smiled back at her.

"Really, Clark. Thanks for... everything."

The corner of Clark's mouth turned up. Something that Lex always did, and Lana had no doubt Clark had picked it from him. "It was our pleasure."

When Clark got back up to the penthouse, he decided that he just wanted to crawl back into bed with Lex. So he did, laying behind Lex and wrapping him in his arms. He didn't think it would awaken Lex, but he stirred and rolled over towards Clark.

Lex's eyes half opened and he mumbled, "Did Lana leave?"

Clark ran a hand over the back of Lex's head and down to rub his neck. Lex would never admit that he liked that, but Clark knew he always just pretended to tolerate it. "Yeah. I don't think she's going to come back again."

"I figured." Lex stifled a yawn. "Are you okay with that?"

Clark shrugged. "I don't know."

"You don't have to hide it, Clark. Your first time with a girl will always mean something."

"Yeah," Clark agreed quietly. "But I'm glad you were there for it, too."

Lex smiled. "And you were the first one to make her come. "

Clark chuckled softly. "I think it was mostly because of you, Lex. You knew what to do for her."

"Lana just needed to forget she was Lana for a night," Lex said, as nuzzled his face against Clark's chest. "You were the one inside her when she came. It was you."

Clark didn't agree, but he let it go. He pulled Lex tighter against him, Lex's breathing soon deepened, and Clark dozed off with him. All three of them would remember the night forever, with fondness and regret.


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