Pairing: Clark & Chloe
Genre: Romance
Raiting: NC-17
Summary: Clark asks for Chloe's help with their Art Class Mid Term assignment. The tasks takes them to Metropolis and things happen.

Mid Terms

Prologue

"The remains of Greco-Roman antiquity fascinated the thinking men of the Italian Renaissance. The desire to know and to match the excellence of the ancient's often-engendered passionate endeavors...", Mr. Albertson said as illustrated with a set of slides.

"Clark, wake up...", Chloe giggled as she watched Clark dozing off during their Art Appreciation Class.

Clark's head rapidly dove forward and hit the top of his desk. His eyes shot open and his torso jerked up violently. "Ouch!", he said as his right hand came up to touch his forehead.

"Who said art class isn't exciting?", she asked Pete, who was laughing uncontrollably by Chloe's side.

"Art is dangerous", said Clark as their teacher turned the classroom lights back on and made his way up to his desk.

"Based on this, your midterm exam will be as follows", he started saying as he opened his attendance book and holding it up in front of his face he adjusted his glasses.

"You will have to produce your own artwork and analytical report...", he trailed off as he heard the class groan all at once. "...Following the Renaissance style, using any materials you prefer. You can choose to work alone or you have the option to choose a partner."

Clark's head turned towards Pete hoping they could work together but saw his best friend smiling and winking at Tiffany Johnson. "Great", he thought to himself as he sighed and turned to talk to Chloe.

She was writing every word on her notebook, arrows and bullet points all over the sheet of paper. She was entranced, biting her lower lip as she wrote down all her crazy ideas. Clark's eyes set on her notes and all of a sudden something occurred to him.

"Hey Chloe", he said as he scooted his desk closer to hers. "Do you want to be my partner?", he asked, flashing his 10,000 megawatt Colgate smile.

"Mmm?", she said, her eyes barely leaving the notes she was working on.

"Chloe, will you be my partner?", he said as he tried to find her eyes with his.

"Partner for what?", she asked as she continued to scribble.

"For the mid-term", said Clark, as he scooted even closer to her.

"Mid-term what...?', she trailed off without even looking at him.

"Chloe! You are not even paying attention to me!" he snapped back at her as he snatched the sheet of paper away from her hands.

"Aren't we a little needy today..." she said finally turning in her seat and facing Clark.

Holding the sheet up in the air, far beyond her reach he asked "Needy who?".

"C'mon Clark, give it back....", she said as her arms stretched up towards the paper, trying, to no avail to grab it away from him.

"Who's needy now, Chloe?", asked Pete as he looked at his two friend teasing each other.

"Shut up Pete!", she spat as she shot him a murderous look before returning her attention to Clark. "C'mon, give it back!".

"Ask me nicely...", said Clark as he brought the paper closer to her right before pulling away.

Chloe sighed and rolled her eyes. Crossing her arms over her chest she sighed one more time and said, "Clark, can I please have my notes back?"

"That's not nice enough", said Clark as he glanced at Pete.

"It has to be nicer, Chloe", said Pete as he chuckled and looked back at Clark. "Repeat after me...", he said. "Master Clark, oh almighty one, if you return my notes I'll be your partner for the assignment and I will remain your slave forever and..."

She didn't let Pete finish his sentence. Shooting him a lethal stare she protested "Uh-nuh...not a chance in hell Ross...that is not fair, not to mention it goes against everything I believe in...", she said as she started to pout.

Clark smiled his megawatt smile again and arching his eyebrow asked, "you will if you want your notes back..."

"Fine...", Chloe said as she started to pack her bag. "Oh...Master Clark...I'll be your partner for the midterm if you give me my notes back..."

"And I'll be your slave forever and ever...", added Pete as he looked at Chloe roll her eyes at him.

"C'mon...that's not necessary, I'm already his search engine, not to mention his personal secretary and best friend...", she complained as the bell rang.

"Ok...", said Clark "fair enough", he finished as he gave her notes back to her. "Meet me at the loft Friday afternoon."

Chapter 1 - Of buff farm boys and insights.

In the late April afternoon, the sunrays streamed in through the open window and bathed the inside of the Kent's barn with a warm amber glow.

Chloe lay on the couch, her legs slightly bent to support her art books as she flipped through them.

Her eyes moved over the pages as she read the specifications and details of several works of art from the Renaissance period. From all of the artists, her fascination was focused in Michelangelo and his fabulous work. It was magnificent how he had managed to portray the tormented emotions in his sculptures. The details symbolizing passions subdued and the mundane nature of the human body enthralled her. She was so captivated by the pictures and descriptions that she didn't hear the heavy footsteps on the stairs.

"Hey Chlo", said Clark as he circled the couch and sat down at her feet. "What are you doing?" he asked as his eyes traveled up her legs until he met her gaze. She was wearing brown leather boots that covered her legs all the way up to her knees, leaving just a little patch of bare skin showing as her denim skirt rode up her thighs. Her baby blue sweater cooled down the rosy glow of her skin, making her green eyes stand out amid her long eyelashes. Clark couldn't help but think she looked beautiful in the afternoon sunlight. So warm and inviting.

"I figured that since you were not ready to start with our midterm I might as well start some reading", she said as she scanned her eyes over the piles of books resting on the coffee table.

"I have a bad feeling about this, Chloe", he said as his hand came up to straighten out his hair.

"Oh Clark, c'mon...you can't tell me you are afraid of having to do some drawing and writing...", Chloe said as she sat up and closed the book she had been reading.

"You know what I mean...I'm not good at it...I think I got stuck in kindergarten as far as developing my artistic abilities goes...", he declared as he got up and walked to the window.

Chloe's eyes traveled up his legs, over his perfect ass to his very muscular back. That's when she saw that his t-shirt was ripped all the way across his back, dirt staining the cotton fabric at random spots.

"I know that you are still holding on to the flannels but please don't bring the ripped clothes of the 90's...", Chloe said.

"Huh?", Clark asked as he turned around to look at her, a puzzled look on his face.

"I said, that I'm pretty used to the grungy flannels but I don't think I'm prepared to take the torn clothes...", she said laughing at the confused look on his face. Getting up from the couch, she walked towards him and circled around his ample frame. Slowly she slid her cool fingers through the open slit. "this..."

He yelped as her skin came in contact with the sensitive part of his lower back.

"What the heck?", he said as he tried to look at his own back.

"It looks bad...", said Chloe grinning as she watched him stretch his arms trying to figure out with his hands how bad the damage was.

"Mom is going to kill me", he said. "It's the third one this month..."

"Geez Clark, what do you do out there?", she asked with a smirk on her face.

Clark continued to talk to himself as he started to pace around the loft.

"I'm so dead...so dead...how am I going to explain this?"

"Relax....you will come up with some Clarkesk excuse...you are really good at that", she said returning to the couch.

"What is that supposed to mean?", he asked as he took off the torn piece of clothing.

"Don't worry...it's just sarcasm...", she said, dismissing the comment as her eyes traveled up and down his naked torso.

Feeling a warm blush creeping up her cheeks she reached out and picked up a brochure from the coffee table in front of her. Afraid her eyes would betray her, she busied herself with the pamphlet avoiding contact with Clark's...anatomy. Clark sat down by her as he studied the shredded t-shirt. "Please God, kill me now...", she thought as his closeness made her feel his warmth.

Shaking off, she stood up, trying to get as far away from him as she could. Circling the table, she studied the brochure intently, hiding behind it.

"So...", she started to say as her eyes traveled over the glossy paper until it hit her like an express train. "Hey, wait...what would you think of a field trip, Mr. Kent?", she asked as she sent the brochure flying his way.

Landing on his lap, Clark picked it up and flipped it around several times, before figuring out which side was up.

"Ohhh....kayyyyy...I'm not sure I understand...", he trailed off as he tried to read the Metropolis Art Museum catalogue.

"Superior mind calling inferior mind here!", she said as she came around the coffee table to sit on it, facing Clark. "There is an exhibition at the museum that features some renaissance artwork...", she begun to say as his eyes focused on her "and we have an assignment to complete for our art mid-term..."

Clark narrowed his eyes as the idea finally clicked in his mind.

"Oh...but how does that solve the problem that I am art-impared?", he asked.

"Well, I was thinking that we can split the assignment like 90-10. We can complement each other on the drawing part and then you can write a wonderful report on it", she explained.

"You are a genius Chloe!", he said.

"So I've been told....", she said as the proximity of his naked body made her shiver.

An awkward moment followed, as Clark busied himself with the t-shirt he was cradling in his hands and Chloe stood up and started walking around the room.

"Ok then...tomorrow?", she asked as she started to pick up her books and her bag.

"Tomorrow", he said as he turned to face her and rewarded her with a beautiful, genuine smile.

Chapter 2 - Of storms and cheap motels

While she drew, Clark busied himself collecting brochures and leaflets around the museum trying to gather as much information for their report as they could. When he came back Chloe had set the main guidelines for the statue she was sketching. As he sat down by her side she said "take it from here."

"I don't think I can Chloe. I would hate to spoil your piece. You know I am awful", he said as he scooted away from her.

"C'mon Clark, I don't think you can spoil it. It's easy, just follow the main guidelines I drew and take it from there", she said as she showed him the drawing.

"Take the eraser, anything you don't like you can erase", she offered as he gathered the pad and pencils.

Clark slowly and timidly traced the contours of the figure on the paper. The pencil glided smoothly and effortlessly. He was surprised to find out that it was not as hard as he thought it would be.

"It's not that bad...", he said as he concentrated on the sculpture.

During the afternoon they exchanged tasks, taking turns at drawing and writing the report until it was time to head back.

They left as the museum was closing its doors that afternoon. The early morning sunny sky had turned cloudy and grey as they loaded their bags in the backseat. Clark got behind the wheel and started the car as Chloe climbed on the passenger seat. As he checked his mirror, a big, fat drop of water crashed on the windshield. It was immediately followed by a few more until the wind started blowing harder and it started to pour.

They drove for a few minutes in silence, with thunder and traffic as the background noise. As they were crossing the city limits, the wind became stronger and the rain formed a heavy curtain ahead of them.

"Doesn't look like we can make it through this rain, Chlo", he said as pulled over into the nearest gas station.

The pouring rain reduced the visibility of the road to almost nothing and the cars were starting to pull over behind them. Chloe fished for her cell phone in her bag and dialed the Kent's phone number.

"Here, let's call your dad and see what he says", she said as she handed the phone over to Clark.

"Hello", said the voice on the other end of the line.

"Hey Dad", said Clark as he set the car on park and unbuckled his seat belt.

"Hey Clark, where are you at?", he asked as her gulped down a glass of lemonade.

"We are outside Metropolis, it is raining really bad and we wanted to check with you to see what you think we should do", Clark said as he fidgeted with the seam of his shirt.

"There is a T-Storm warning effective for several counties and it seems that it will be pretty bad...its heading this way" added Jonathan sitting down on a kitchen stool. "Do you think you can make it to a motel?"

Clark swallowed hard and looked up at Chloe as Jonathan suggested this plan.

"I think I saw a sign a few miles back, we might as well head there before the storm gets any worse" said Clark as he held the phone between his ear and his shoulder. Buckling up he added "I'm going to head over there now, so I'll call you in a few to let you know."

"Fair enough son, we'll wait for your call. Be careful", said his dad as he hang up the phone.

"What did he say?", asked Chloe as she double checked the mirrors before Clark got back on Business 25.

"He said the storm is pretty bad so he doubts we'll make it there today..." Clark trailed off.

"So...what do we do?", demanded Chloe shifting in her seat.

"He suggested we should try to find a motel to stay for tonight", added Clark as he fixed his eyes on the road and avoiding eye contact with Chloe.

Chloe frowned. Chloe blinked repeatedly. The air became thick and tense as they approached the closest motel in silence.

Clark parked the car under the canopy and glancing over at her said "I'll be right back."

Chloe sunk further into the seat and followed his figure until it disappeared into the building. She turned on the radio and searched for a station that would be giving out a weather report. It started to rain heavily as the anchor detailed the forecast for that evening. It was going to storm badly. They even mentioned hail for some counties. Deep inside Chloe prayed that it wasn't in Smallville and then concentrated on the falling rain.

Clark came out of the lobby and hurried to get in the car. Slamming the door behind him he handed Chloe the invoice and the key and mumbled "room 254". They drove around the building and parked a few feet away from the room door. Clark turned the car off and remained sitting in silence as he studied the steering wheel. They sat there for a few minutes until the heavy rain and the lightning and thunder awoke them.

"Want to get your things now or later?", asked Clark as he took the key off of the ignition and looked up at Chloe.

"Later...", she trailed off.

"Ok...I'll race you", said Clark as he flung his door open and raced for the door.

Chloe protested and followed him shielding from the rain with a sweatshirt.

"Don't forget I have the key Kent!", she yelled at him as he reached the door and tried to open it.

Defeated in his own game Clark rested his back against the wall and urged "Hurry...it's cold."

Chapter 3 - Of naughty thoughts and cold showers

Chloe stepped out of the bathroom letting the warm vapor flood the tiny hotel room they had booked for the night. Her body was glistening in the shadows as she walked passed the bed towards one of the chairs. She was wrapped up in a white towel that barely covered her petit frame. Clark's breath caught in his chest when he saw her enveloped in the tiny piece of cloth, revealing much more skin that he had ever seen Chloe expose.

"Good luck to you with the towels", said Chloe as she leaned over her bag fishing for her emergency make-up bag. She always carried a little bag with the essentials,' just in case', she always said.

"Huh?", said Clark as he tried to look out the window and not stare at Chloe.

"If these towels are too tiny for me, I can't imagine how they would work for you", she finished as she padded back to the bathroom.

Clark sighed, twice, and reaching out for the remote, stretched his legs and rested them on the small table. Chloe was his best friend, but she was a girl too...suddenly Clark couldn't stop thinking of her as a girl...and not as his friend, at this particular moment. He thought of her beautifully shaped legs and the curves that the small towel revealed. She was a `great piece of eye candy', he thought Pete would have said. And he couldn't help think of how much he would love to devour that candy tonight. Clark snapped out of his daydream and realized he was lusting after her. That came as a rude awakening since he knew that at one point he had had very strong feelings for her. However, she didn't want to pursue that aspect of their relationship. Secretly he hoped things would have been easier and simpler for him. He wished he could come clean with those who he cared for, sharing his secrets and embracing his nature instead of fighting it. But he didn't know what the future had in stock for him, so it was much more difficult to decide whether he was going to let them know or not. He knew everyone had secrets, but he couldn't help to think that he had the biggest secret of them all.

His thoughts trailed off into a more philosophical territory where he would debate between the right thing to do and what he felt he needed to do. He absently flipped the TV channels not deciding what he wanted to watch. The creaking of the bathroom door awoke him from his reverie. He settled for HBO and turned to look at Chloe. She had changed back into her clothes. Her hair was still wet and neatly parted on the side and combed backwards. Her gaze met with Clark's and they smiled at each other for a brief awkward moment.

"So?", she asked as she flopped on the bed beside him. "What do we do now?"

Clark shifted on the bed and cleared his throat as he felt her body next to his. Before he noticed he desired her, everything would have been fine. But since his awakening to the sweet land of feminine Chloe, he was having a hard time picturing her as his confidante. He was going crazy, he thought. He was lusting after her in a way he had not done with anyone else. This was pure, sexual, craving.

"Earth to Clark?", said Chloe as she waved her hand in front of his face. "Anybody home?"

Clark looked at her and in a split second his eyes moved from her face to the deep V neck shirt she was wearing. She was laying sideways, facing him. Her cleavage shifted in such a way that her breasts were pushed against each other making it look ample and inviting.

"Clark!", she finally said as he failed to respond once again.

"Sorry", he said as he looked at the TV. "I'm a little tired."

"Yeah, me too...and it looks we are stuck here...", she said as she laid back against the headboard.

"Want to get something to eat, we still have lots of food mom fixed", said Clark as he grabbed the car keys and headed for the door.

"Sure...I can always eat chocolate chip cookies!", she said laughing.

A few minutes, later Clark returned from the car with two picnic baskets. He was soaked from the rain. Chloe rushed to his side to help him.

"You better go take a shower", she said as she eyed him up and down, inspecting his drenched clothes. "You go, I'll set everything up."

Clark followed her orders and got in the shower. The moment the warm water touched his skin a shiver went down his spine. He closed his eyes and let the warmth take over. With the water running down his body and his mind fixed on a certain blond girl, he let his thoughts wander all the way to her. He became hard as a rock when he pretended that it was Chloe's touch instead of the water. He brought his hand down and started to stroke himself hoping this would bring some relief. Turning to face the shower, he braced himself up against the wall with his left hand and let his right one take all the frustrations away. With each stroke his breathing became heavier and deeper. He was getting there, feeling the blood rushing down, leaving his brain and taking away every rational though with it. Clark shut his eyes tight as he could feel the tempo building faster. "Oh yes", he thought and he could sense it coming and as he quicken his speed the warm water suddenly became ice cold. Clark jumped away from the stream and hissing like a cat cursed. His rude awakening took his pleasure away leaving him with a sense of void and incomplete.

Turning off the offensive water, he wrapped two towels around his waist and headed out into the room.

"What was that all about?", she asked without letting her eyes drift away from the screen.

"Huh?", he asked ashamed Chloe might have known what he was doing in there.

"It seemed like there was a cat fight going in there...all the hissing and noise...", she trailed off.

"Oh, that....", he said as he walked back into the bathroom to gather his clothes. "Water got cold in there."

After he got back into his clothes they ate all the goodies they had left and decided to watch a movie. HBO was usually pretty good about it, and Clark didn't enjoy the blessings of satellite cable. So whatever it was, was fine with him.

Not really. Fifteen minutes into the "Life and Death of Peter Sellers" he was dead asleep. Chloe rolled her eyes and got under the covers to finish watching the feature. She watched most of it, but towards the end she couldn't fight the exhaustion and she let her eyes fall shut.

Chapter 4 - Of shared beds and rough awakenings

Clark shivered as Chloe's lips grazed his skin and she moaned in his ear. His hands were at her hips, holding her firmly and in place as he positioned himself between her legs.

Chloe inhaled deeply as she spread up for him, the smooth skin on the inside of her thighs feeling the coarse material of his jeans as he moved closer.

His grip tightened and in a quick move he drew her body closer, her butt resting on the very edge of the desk, allowing them full contact.

Suddenly the Torch's office became very hot in the warm, sunny afternoon. He could feel her small frame clinging to his, her arms wrapped around his neck as if she were drowning and he was her lifesaver. His lips came down to devour hers in a desperate kiss.

While their mouths battled, his body begun to rhythmically thrust against her. His jeans became terribly tight as Chloe responded and started to match his movements with her own.

"Oh God, Chloe", he uttered as he felt the heat creep up his body, all the way up to his cheeks.

Chloe moaned and sighed as she kissed the side of his neck. She groaned and whimpered as his moves became more urgent.

At that point Clark decided he couldn't take it anymore, he needed to have her right there and then. He tried to free himself from her grip but something he couldn't see was holding him down. His legs felt as if they were tied up. He tried to move away one more time, to no avail.

Struggling to get free, Clark's eyes shot open to find himself in the motel room they had booked a few hours earlier. His limbs were tangled in the bed covers; he was shirtless and covered in sweat. Chloe lay half atop of him, her tank top had ridden all the way up, exposing her stomach's skin. One of her legs was snaked around Clark's hips, and her face was nestled in the crook of his neck.

Clark looked around one more time before he realized that it had been just a dream, and yet they were lying in a very compromising position. He sighed and tried to move from under her but as soon as he shifted, she moved in her sleep and mumbled "mmm...don't...please...."

His eyes traveled up and down her beautiful face as she finally rested it on his bare chest. Her skin was hot and he could feel the calm and deep breathing as she drifted back to sleep. Clark tried to think of a way to get out from under her before she woke up and dropped to the wrong conclusions. However, the heat emanating from her flustered skin made his thoughts come back to her. He became instantly aroused as she unconsciously stroked him with her thigh.

As she did this Clark's hands started to caress the exposed skin of her back. She started to shift over him, pressing her breast against his chest, as her hands explored the side of his torso. "Mmmm...Clark...don't stop", she moaned.

In a swift motion, Clark turned them over. Now with her resting on her back he brought one of his hands up to her face and gently stroked the side of it. "Chloe..." he whispered as his thumb moved lovingly over her skin. "Chloe...look at me...", he said as her eyes fluttered open.

She looked confused. A worried look took over her beautiful features. Before she could ask anything, he brought his fingers to rest on her lips and said, "Shhh...listen to me. Chloe, I don't know what happened while we were asleep, but I woke up almost naked, with you sprawled all over me."

As he said this, Chloe's eyes moved from his face to his naked chest and back up to meet his eyes. When their gazes met again, he continued. "And I liked it. I like the feeling of having you in my arms."

"I like it too", she interrupted him her eyes never leaving his.

"I want you, Chloe", said Clark as his arms tightened around her. "Before I woke up I was dreaming of you, you and me, us...actually I have been thinking about us for a while...", he trailed off as his eyes traveled down to her mouth.

He gasped as her tongue darted out to lick her lips. It was the most erotic thing he had ever seen. He wanted her. And he wanted her now. "Don't do that", he uttered "please, I don't think I can stop myself if you keep on doing that."

Chloe lay motionless in his arms, her lips pink and glossy. Her eyes set on his as she spoke. "I want you too, Clark."

With that, his mouth descended over hers like a bird of prey. His lips parted over hers and his tongue came out to explore the soft flesh. She tasted sweet and she felt so warm. He wanted to devour her, to taste her lips and indulge in the softness of her skin.

Clark's hands started to move down her sides until he rested them on her thighs. Instantly, Chloe's legs came up to snake around Clark's waist, allowing him to feel her heat. His fingers drawing erratic patterns over her skin, sending shivers down her spine. His thumbs found the elastic band of her panties and he gently traced their outline, tentatively inserting his fingers under the elastic, feeling the velvety skin. Chloe moaned deep in her throat and arching her back, brought herself even closer to him.

Reaching between them, Chloe's hands unbuttoned his jeans and slowly slipped them inside and circling his waist, brought her fingers to feel the soft flesh of his butt. "Take them off", Chloe managed to say as Clark kissed the side of her neck.

Trying not to break their contact, he managed to wiggle out of the jeans. In a swift motion, he unhooked her legs from around his waist and gently used his knees to push them apart. Chloe blushed as she saw him looking down at her, consuming her with his eyes. Clark saw Chloe look away when she realized what he was doing. Cradling the side of her face with his hand, he made her look at him in the eye and said "Chloe, don't be ashamed...you are beautiful."

With this, he came down and sweetly kissed his way up and down the inside of her thighs. Reaching down, Chloe brought his face up to meet hers and kissed him. The tender lip-lock turned into a passionate exchange as his erection grazed her cotton-clad sex. Chloe whimpered as he rubbed himself against her heated skin.

"Clark, please...now...I need you", she managed to say as his hands hooked on the ends of her panties and quickly removed them. He came down and kissed the swollen flesh, his red lips carefully planting delicate kisses on her. "Please...", she begged one last time before he positioned himself between her legs and slowly moved into her. He felt the warmth engulfing him as he eased his way in. She offered no resistance and yet there was a sweet battle in her acceptance. Slowly, she took him in.

Instinctively Clark started to move in and out, careful not to hurt her. His movements became more urgent and soon he found himself thrusting rhythmically in and out of her. Her legs were snaked around his waist allowing him full contact and access.

"Oh, Clark...don't stop", she said as her body moved up to meet his thrusts.

"Chloe...I can't hold it much longer...", he said as he pulled out and came.

Chapter 5 - All-nighter

Chloe lay on the bed, the cheap bed sheet wrapped around her naked body. Her head was resting on the almost non-existent pillow, her blonde hair fanned out framing her beautiful face. She was hot and yet she didn't want to get out of bed or get rid of the garment. It was her security blanket; she wasn't ready to expose herself to him in an unconcerned way. While she waited, she adjusted the sheet so it completely covered her breasts and concealed her body.

As she tucked the sheet under her thighs, Clark walked in the room, holding a small plastic ice bucket. His clothes were wet again, as he had to run in the rain across the parking lot to get to the vending machines. Closing the door behind him, he set the bucket on the table and started to take off his shirt. Chloe lay in silence, her eyes moving from his figure to the TV and back. She wanted to look at him but she didn't want to stare. She knew that her eyes would betray her and she would end up gawking at his naked body.

Clark was about to remove his pants when he caught Chloe looking at him. Both of them instantly glanced in opposite directions trying to avoid eye contact. Hesitating, he decided to go to the bathroom to finish stripping. None of them had said anything after their encounter, afraid to say the wrong thing.

Sitting up while holding the sheet to her chest, Chloe fished for the TV remote. She looked everywhere on the bed and on the surrounding floor. It was nowhere to be found. Bending over the side, she looked under the bed trying to locate the precious item. She saw it towards the foot of the bed, hidden under what she thought were her panties. Holding on to the bed sheet, she stretched her arm trying to reach it but it was too far away.

As she tried to reach for it, Clark walked out of the bathroom with a towel around his waist. He looked at Chloe as she hang half way from the bed.

"What are you doing?" he asked as he brushed a strand of hair from his eyes.

The unexpected interruption sent Chloe off balance and she fell to the floor.

"Ouch..." she said as she landed with a loud thud.

Rushing to her side, Clark knelt beside her and asked "Are you alright?"

Sitting up and gathering the sheet she answered "Yes...just bruised my pride...no biggie"

Clark helped her to her feet as Chloe tried to wrap the sheet around her as quickly as she could. Twisting and turning the fabric she tried to cover as much of herself as she could without noticing that her left breast was half way exposed. Clark's eyes focused on it as she struggled with the cloth.

When she didn't hear Clark say anything, she looked up at him and caught his eyes staring at her chest. She quickly attempted to cover herself but Clark stopped her with a quick and gentle motion. He held her hand in his as he moved in closer to her. Looking down, Clark slowly placed his other hand on her naked breast, his palm slightly cupping it. Chloe's cheeks reddened and she sighed when his cold fingers came in contact with her skin. Gradually Clark stripped her off of the garment, leaving her beautiful body glowing in the dim lights.

Looking down, Chloe reached out to caress his stomach. Her shaking hands moved over the tight skin making swift and delicate movements over it while Clark's hands stroked her breasts. Tentatively she touched the towel and in a subtle movement let it fall to the floor.

Although he had already kissed and tasted her, they had been consumed by the urgency of the moment. They both stood in silence facing one another, their clothing pooling at their feet as they started to slowly explore their bodies.

Clark's eyes traveled over her chest following his hands. He cupped her right breast, gently stroking her nipple with his thumb. He felt the nub grow harder under his touch as an overpowering sensation of enjoyment grew inside of him.

As he marveled at Chloe's soft and warm skin, she continued to tentatively caress his lower abs, dangerously moving lower and lower with each stroke. As her hands moved downward she saw Clark's arousal grow larger. The moment she touched his dark curls he became rock hard and his own touch grew more urgent. Slowly, Chloe rubbed the heel of her hand down his erection, feeling the soft skin against her own. Timidly, she looked up at Clark and found he had his eyes shut, a faint whimper escaping his parted lips.

"Tell me what to do..." she said as she kept her hand moving over his swollen cock.

"Keep doing that..." answered Clark as he tilted his head back and brought his hands to rest on her shoulders.

Chloe hesitated as she saw a few drops of pre-cum appear. She took him in her small hand and gently started to stroke it.

"Chloe..." he begun to say, "I want this to last...I want to go slowly..."

Moving his hands from her shoulders, he rested them on her waist right before he picked her up and deposited her on the bed. Resting his hands on each side of her body, Clark leaned over and started to plant soft kisses on her breasts. She could feel his hot, wet lips send shivers down her spine every time he touched her. He lay a trail of soft pecks all the way down her stomach, occassionally darting his tongue out to lick her skin.

Chloe quivered as he came closer to her sex, a soft moan escaping her lips when his hands moved down and up her thighs and gently parted her legs. As he did this Chloe tried to cover herself, moving her hands to rest over her exposed sex.

"Let me in Chlo" he said as his own hands lay over hers and gently pushed them aside.

Attempting to comfort her, Clark started to whisper soft words as he kissed the inside of her thigh.

"You are beautiful" he said right before his lips grazed her skin. "Gorgeous" he continued as he moved down. "Mine..." he trailed off as he finally reached her lips and kissed them.

Instinctively, Chloe's legs came to rest on his shoulders as he darted out his tongue and gently licked her juices. He eased a finger inside of her as his tongue found her clit sending jolts of electricity through Chloe's body.

He licked and sucked as he started to pump his finger in and out, withdrawing gasps from her every time his tongue licked her clit.Clark could feel her muscles clenching around his finger as he eased a second one in.

"Talk to me Chloe..." demanded Clark as he looked up at her. "Tell me what you want..."

Only moans and a stiffled scream escaped Chloe's lips as her violent orgasm washed over her. Panting, she opened her eyes and saw Clark looking at her, his hand still buried deep inside.

"I want you inside of me..." she said as she felt his fingers leave her empty.

Without hesitating, he moved up and feeling her welcoming legs wrap around his waist he slowly eased himself in.

He tried to move slowly but all he could do was plunge in and out of her fast and urgently. She was so hot and so ready for him that he couldn't stop himself. It just took a few thrusts and he was almost there.

"I want you to come inside" she whispered brushing her lips against his ear.

That was all it took to send Clark over the edge. He plunged in one more time and spilled inside of Chloe, letting his body fall on hers.

He rolled off and proping himself up on his hand looked down at her. She looked beautiful and he liked what he saw.

"There is something I want to tell you" he said as he caressed the side of her face.

Laying on her side, she looked up at him and for the first time that night smiled.

"What do you want to tell me? she asked anxiously sitting up and holding the pillow in her arms.

"I..." started to say Clark when he saw Chloe's eyes drift away from his.

"Oh my God!" she exclaimed jumping off the bed. "It's already 7 Clark...we got to go!"

The End