Clark walked down the silent corridors of the Metropolis Museum of Fine Art, his eyes flickering towards the paintings lining the walls on either side. He enjoyed the opportunity to finally see the museum free of distractions. He had always wanted to come back, to finally give the museum the attention it deserved. But the memory of Phelan had hung over the place like a pall, effectively keeping him out.

Until now.

He wasn't used to museums. They were so quiet, as if in constant contemplation. The place felt more sacred than most churches he had been in. His tennis shoe clad feet made faint thudding noises on the dark, highly polished marble floor, mirrored by the sharp, clacking steps of the man next to him.

Clark turned his attention to Lex, his eyes coming to rest on the other man's serene face. Lex looked right at home among the old paintings and decadent decor. For the first time in months he seemed completely relaxed.

As they walked, Lex's eyes stayed glued to the art they passed, seemingly unaware of Clark's regard. He strode through the galleries unhurriedly but with obvious purpose. Every once in a while Lex would stop, look at a painting, lean towards Clark and quietly point out something he thought worthy of note. Clark, in turn, would listen carefully to the passion in his friend's voice, marking each word in the notepad of his memory, basking in Lex's purr.

...Something he had heard a lot less of recently.

Lex had called him two weeks ago, at first apparently to extrapolate in detail about some art movement called `Pre-Raphaelite'. Finally, after fifteen minutes he had come to a point. The Metropolis Museum of fine art had several pieces on loan for the next few weeks. And Lex, as a major monetary contributor to the museum, was granted a private previewing of the art. He wanted to know if Clark would like to see them.

Of course, Clark had answered that he would.

Clark still didn't know why Lex had invited him on this trip. Things had been strained between the two friends recently. The wild summer each had spent in radically different situations--Clark in Metropolis, Lex lost, had changed them both. And even before that, there had been the stress of their too-different lives, and more lies than Clark wanted to think about. The strain eventually caught up with them, creating a slow rift in their friendship.

Clark could feel them growing apart, and yet he didn't know how to stop it. Didn't know what to say to make things like they had been.

They hardly spoke to each other on the drive out of Smallville. The silence had not been uncomfortable, just pregnant, as if both men had something to say, but were willing to wait for the right time.

That same silence had carried over to the museum. Both men refrained from small talk, the only conversation brief moments when Lex would discuss a painting or artist.

"Ah. This is the one I wanted to show you, Clark." Lex said softly, his voice bouncing off the walls. "The Lady of Shalott, the subject of many paintings and a famous poem."

Clark obediently looked at the painting. It was fairly large, taking up a good portion of the wall.

A woman sat in a boat, an expression of complete despair on her face. She was dressed in medieval garb, her long auburn hair worn free. She was beautiful.

"Why is she so sad?" Clark ventured. He had made only polite comments on the earlier paintings. Not that he hadn't enjoyed the art. He just hadn't known what to say.

But she was different. He was unable to take his eyes off of her. She seemed to be saying something to him, and he was afraid that if he looked away, he would never understand what that was.

"Unrequited love, among other things," Lex answered. His deep voice shocked Clark out of his momentary trance. He moved noticeably closer, and leaned toward Clark as if to keep their conversation private. Though they were the only patrons in the museum.

"She was cursed to weave the fate of Camelot as it unfolded. But to never be part of it."

"Why?"

"No one knows." Lex said. His attention now fully focused on Clark. "She fell in love with Sir Lancelot, but could never have him. She got tired of seeing everyone else live, when she could not."

Clark met Lex's eyes. "That's not fair."

"No, it's not," Lex looked away, "but life rarely is." He reached his hand out to point at the boat and the tapestry that hung over its side. "She took the boat with the intention of floating down the river towards Camelot. She knows that to do so will kill her."

Clark gasped audibly, his head snapping around to look at her again. He couldn't imagine her dying, it seemed too unfair. To live for others her whole life, and then to die in a last bid for freedom. It brought to mind one of his father's many platitudes: Fare is what you pay to ride the bus.

"Don't worry Clark, it's just a poem," Lex soothed, his hand coming to rest on Clark's arm. His expression seemed genuinely concerned, his eyebrows curving in towards the bridge of his nose as he studied Clark.

Just a poem? Clark seriously doubted that Lex was just talking about a poem. To him the words rang false. Everything Lex had said seemed heavy with subtext. Clark felt as if he were missing something important in the conversation. As if they weren't actually talking about the painting at all.

Lex rarely said out right what was on his mind. Instead he preferred to leave hints through impromptu lectures, like crumbs for the listener to follow. Clark had become used to it over time, but still found it frustrating.

"Is it, Lex?" Clark turned towards Lex, his words more direct than he had meant them to be.

This time he didn't want to play Lex's usual games, to jump through his usual hoops. He wanted to demand that Lex tell him what this was really all about. But he knew better from past experience. Lex could be skittish like a wild animal, and to move too quickly would be the fastest way to scare him away.

So, Clark would bend the rules but not break them.

Lex met Clark's eyes again, his own dark and shielded. Their normal gray was now a subdued blue, like the Kansas sky right before a tornado.

"Of course it is, Clark," Lex refuted easily. Almost as if he sensed the direction of Clark's thoughts.

"Lex..." Clark moved forward, his hand covering the one still on his arm. He knew he was being bold. He didn't want this conversation to end as so many others between them had, with both men angry, the rift between them expanding to pull them even farther apart.

"What, Clark?" Lex seemed suddenly uncomfortable. His relaxed posture of before was gone. He stood stiffly, the hand not held on Clark's arm stuffed impatiently in his pants pocket.

"Is this about...her, or your father?" Clark heedlessly plowed on, carefully not saying Helen's name, and not at all put off by Lex's obvious attempt at hiding what was on his mind. Treading on ground neither had been brave enough to before. They didn't talk about where they had been, or what had happened. It seemed an unspoken rule. Clark's days in Metropolis did not exist and Lex was not a man looking for his murderous soon to be ex-wife.

"For once, no," Lex answered, his voice suddenly strained.

"Lex, you can talk to me." Clark squeezed Lex's hand. He imagined that he could feel Lex tremble as his hand gripped reflexively on Clark's arm.

Lex wouldn't look at Clark. His eyes roamed the walls, stopping here and there on various paintings, before his gaze finally settled on the woman again. And for a moment, Clark thought he could see a reflection of her expression in Lex's face.

He had never seen Lex look so bare, so without defense.

"You don't know what you're saying, Clark. I've never been able to talk to you." Lex's voice was flat, with the slightest hint of bitterness. His words obviously aimed to hurt, and rend.

"That's not fair, Lex," Clark protested. He used the hand still on Lex's arm to pull Lex around to face him.

"I thought we had already gone over the fact that life isn't fair, Clark." Lex said. Pointedly, he looked at Clark's hands still on his arm. His body language screamed, "Don't touch me."

Clark didn't listen.

"This is not going to work, Lex. You can't drive me away. Haven't you realized that yet?" Clark's voice rasped in sudden anger, and he could feel color racing to his cheeks. All he had been through, his time in Metropolis living like he was someone else. A person with no attachments, not a care in the world, and still he had thought about Lex, almost constantly.

The lies, the anger between them, pushing them apart, and pulling them together at the same time.

He felt like shaking sense into Lex, giving into the anger he had let control him before. Instead, he eased forward cautiously, his arms encircling Lex, pulling him close.

Lex froze, his spine stiff and expression slack, before he managed with obvious effort to adopt his mask of indifference again. A mask that didn't reach his eyes; they brimmed with contained emotions. Spoke without speaking, eloquent in a manner all their own. They looked trapped.

"Clark, don't," Lex whispered, his breath coming out in a pant, warm across Clark's neck. It left tingles in its place, the hair rising in appreciation.

"Don't what, Lex?" Clark's hand rubbed Lex's arm. He could remember his mother doing the same for him when he was younger. It had always seemed to help.

"Don't pity me," Lex said vehemently, his voice shaking. He pushed on Clark's chest trying to break the hug. Clark tightened his arms for a moment longer before he reluctantly loosened his hold.

Lex stood still in the circle of Clark's arms, his hand propped on Clark's chest, as if in a trance. Finally he seemed to come to himself, noticing that Clark had let him go. He broke free, stepping back a few inches, to add space between them.

Visibly, Lex took a moment to compose himself, first straightening his tie, then his suit jacket. The whole time, he carefully avoided looking at Clark. It was a measure of how truly upset Lex was that Clark could actually see the open emotion on his face. Could see the inner battle as it played out, in a myriad of expressions that Clark was sure he had never seen cross Lex's face before.

And though Lex had moved back, he was still very close. His body radiated heat that Clark could feel. Lex seemed to be unconsciously leaning towards him, as if his body had a mind of its own and wanted, despite its owner's wishes, to reestablish the rare contact.

"I don't." Clark finally answered, his hands curled into fists at his side to keep him from reaching out to Lex. Clark had been raised in a family where physical contact was just as important as words. A hug could say more than a paragraph. It was Clark's first instinct to touch, to comfort in that way, and Lex's to avoid it at all costs.

"It's not about pity. We're friends, Lex." Clark breathed, as if that was the answer to everything.

"Friends..." Lex trailed off, heavy sarcasm lacing his tone, a small self-deprecating smile playing over his lips. He stepped forward suddenly, crowding Clark's personal space, as if he hadn't been clamoring to get away only a few moments before.

"Just friends..." Lex said, his body now flush with Clark's, but not quite touching. He leaned forward, so close that his breath puffed moistly against Clark's cheek, "And what if that's not good enough?"

"Lex?" Clark's voice cracked in confusion. He felt hot, a line burning from head to toe in the shape of Lex's body, despite the small distance between them. He could feel his face turn red in reaction to the closeness, sweat breaking out across his forehead.

He hadn't the faintest idea what was on Lex's mind.

Lex responded with a resigned sigh of warm air across Clark's jaw and mouth, his lips just brushing the skin there. They caught slightly on the stubble Clark hadn't bothered to shave that morning. His stance softening, deflating into what Clark would have called helplessness, had it been anyone other than Lex Luthor.

Clark relaxed slowly, purposefully. He reached out again, this time carefully, and laid his hand on Lex's shoulder. He honestly didn't know what else to do. The argument, or whatever it was, had gone beyond his scope of Lex-knowledge a long time ago. He was now going on pure instinct. And that said to touch.

"Damnit!" Lex growled suddenly. His expression mutated into something Clark had never seen before; he couldn't even categorize it. For a moment he was afraid. It seemed like they were on the brink of something important, but Clark couldn't put his finger on that either. The silent moments in the car that had seemed so pregnant, were now giving birth here.

"Do I have to spell it out for you?" Lex pushed at Clark's chest, his hands clutching tightly on the collar of Clark's deep blue shirt --the one he had asked him to wear-- creasing the fabric.

Clark reacted automatically, tripping over his own feet as he stepped backwards and bumped into one of the brass stanchion posts used to corral museum guests a safe distance away from the paintings.

Lex looked frustrated for a moment until he realized Clark could go no further. His eyes intense, though his face had settled into his normal calm expression. Hands still bunched in the fabric of Clark's shirt, he suddenly pulled him forward to capture his lips in a punishing kiss. His teeth nipped at Clark's bottom lip hard before licking it in a demand for entrance.

"Oh..." Clark couldn't keep the small noise from escaping his throat at the rough kiss. The contact went straight from his mouth down to his crotch, the blood instantly pooling there. He felt lightheaded. This is what had been waiting for them in the car, the real force behind their rift, above and beyond the lies.

And it felt perfect.

Blindly, Clark reached out to rub his hands up and down Lex's arms, his mouth opening to let Lex in. Small whimpers escaped him, his hips, seeking some form of contact, pumped forward uncontrollably, beyond Clark's control. He didn't know what was happening, but his body did, and seemed to have been waiting just for such a moment.

"God!" Lex groaned as he scraped his teeth down Clark's chin, trailing his throat before latching on to suckle there. He grabbed Clark's hips, lining them up with his own, and slid his erection against Clark's. The slight contact pulled moans from both men.

"Oh...Lex." Coherent words were no longer possible for Clark, he simply followed Lex's lead. The hardness that rubbed against his own urged him on faster. He could hear Lex purring against his neck. "Fuck, so hot...good...like that, " interspersed with small nips and panting breaths.

For a moment, Clark's mind wanted to analyze the strange situation. Wanted to understand how one of the most confusing arguments of his life had come to dry fucking his best friend in a public museum. But the hand that snaked under his shirt, and slid down to rub roughly over his cock, causing it to jump and strain against his pants, was more than ample distraction.

Lex didn't seem to be having the same problem, as he unbuttoned and unzipped Clark's pants, hand slinking in between the cloth and Clark's feverish skin. He looked up at Clark, catching Clark's eyes before he licked his lips and began to loosely jack Clark.

"Lex! God!" Clark yelped helplessly, panting and moaning before Lex's other hand covered his mouth, muffling the noises, making the moment even hotter.

Clark nipped at the palm covering his mouth, and bucked into the hand stroking his cock, thrusting his hips in an ever faster rhythm. His own hands dropped from Lex's shoulders to curl into fists at his side. He didn't want to hurt Lex, and he wasn't sure he would be able to control himself for much longer. He whimpered thrusting helplessly into Lex's hand.

"You're not a virgin anymore, are you?" Lex whispered, his voice a self-satisfied purr, cock still rubbing against Clark's hip, matching the rhythm his hand set. "I'm going to fuck you, make you mine, make you forget them."

"Make you scream." Each syllable punctuated by a thrust of hips and hand. Clark's moans and pants matching the rhythm Lex had set.

"Never just friends." Lex growled, hand pumping faster. He dropped to his knees and gripped Clark's wildly rocking hips. Stilling them, he took Clark into his mouth, sucking and licking before swallowing him down to the root.

Clark's world narrowed to the hot, wet heat encasing him, to the tight suction and talented tongue. His ears rang, vision going dark, "Yes!" Clark screamed, his voice echoing down the hallways, stomach tightening, hips thrusting forward as he came down Lex's throat.

"Yes, yes, yes." He said like a mantra. His body suddenly lax, all his energy had gone the way of his orgasm. He sank down to his knees, and reached out his hand to caress the hardness still tenting Lex's pants. And freeing Lex, he began a punishing rhythm. Not even aware any longer that they were in a public place, something that under normal circumstances would have scared him, even though they had the place to themselves. He just knew it felt so right, so good, to come in Lex's mouth, and he wanted Lex to feel that good too.

"Fuck!" Lex panted, leaning his head on Clark's shoulder, letting nature take its course as he pumped into the tight fist holding him. Clark watched his hand as it moved up and down on Lex, the straining grunts coming from Lex the hottest thing he had ever heard.

Lex bit into Clark's shoulder as he came, surprisingly quiet, only panting breaths and a slight moan accompanying his orgasm. His come ran over Clark's hand to drip on his pants, staining them.

Neither of them noticed or cared. They leaned against each other, the museum now as quiet as when they had first entered.

Lex was the first to pull away, tucking himself back in his pants before he zipped up. He looked at Clark, their eyes meeting before he reached into his jacket to retrieve an LL monogrammed handkerchief.

"Give me your hand, Clark," Lex said calmly as if hadn't just had sex in a public museum. Clark almost laughed out loud as he realized that they had ironically come for a private viewing of what at one time had been considered explicit art, and had instead, made some of their own..

Lex seemed unaware of the direction Clark's thoughts had taken, only taking a moment to spare a strange look for the small smile that had taken over his face. He took the initiative and thoroughly cleaned Clark's hand before wiping off his own pants, and putting the handkerchief back in his pocket.

"Lex, we are friends." Lex jumped at Clark's voice. His eyes darkening, he stood up suddenly.

"I see." He said simply, hand going back into his pockets, a normal self protective Lex stance.

"Wait!" Clark yelped, standing up himself, blushing as he noticed he was still exposed. Quickly, he buttoned his pants, not letting it distract him.

Lex smirked at Clark's blush, tapping his toe on the hard marble floor. He had patiently waiting down to an art. But Clark knew it was just for show. He had seen what was really inside Lex.

"You didn't let me finish." Clark said in exasperation. "We are friends, and more. And have been for a long time." All the shared looks, heavy with meaning, the touches, and long conversations, made sense now. Arguments that would have sundered other relationships, only strained theirs. Neither was willing to give it up, whatever it was they had.

Never just the behavior of two best friends -- something more, always something more.

Lex looked away, staring at the painting again. His expression was now unreadable, but his body was tense. "And?"

"Lex...don't be difficult."

"You think this will be easy?" Lex answered, his tone condescending. For a moment it made Clark angry, until he remembered that it was Lex's way of protecting himself. He hid behind sarcasm, or indifference. It was something Clark was already used to.

"I never said that." Clark shuffled his feet. "I mean, it wasn't easy before, Lex, so what changes, except one less lie between us? One less rift in our friendship...or whatever this has become."

"Clark...I...damnit. I'm not good at this." Lex finally managed, running a hand over his scalp in obvious frustration.

"You were doing okay before," Clark soothed. "And I know...I have had two years to know, Lex."

"And...?" Lex sounded weak, the one word hopeful.

"And it's you, and it may drive me crazy, but...I don't care. Because it's you," Clark whispered.

Lex's eyes met his, blue locking with green. "I don't want things to continue as they were, us growing apart. Helpless to change it."

Clark nodded, he didn't want things to be that way either. Had been beating himself up over it, trying to change it, fix it. Somehow make it like it once was. And that was why it didn't work, they had moved beyond that, way beyond that.

He realized that this was the next step.

Finally he smiled, the answer so simple, he should have realized it a long time ago. "Then let's just change it."

Lex stared for a moment, and catching on suddenly, he hesitantly smiled back. "Okay."

They left the silent and empty museum and the old art painted by men who had to hide their work in basements, and poems of women never allowed to live life or love.

On the drive to Lex's penthouse, he drove with his hand casually resting on Clark's thigh. Both men for the moment, content in the new development of their relationship. The car ride was as silent as it had been on the trip from Smallville, but intrinsically different.

It was the silence of understanding, instead of distance, pregnant with hope long thought lost, and exactly what Clark had wanted but hadn't known.

And he was ready to face it, whatever the future may bring.