The First and Last Time

by Alexa Jones

Answer to the Wild Coyote Archive's "First Times" challenge. Huge thanks to those who read it for me, and to Kathryn for beta-ing. You're the best!

The First and Last Time
By Alexa Jones ( Clark/Chloe
Spoilers: Nicodemus, Hug, Crush, Obscura, Vortex Disclaimer: If I owned 'em they'd have been together a long time ago. Summary: Clark makes an offer Chloe can't refuse. Author's Note: Answer to the Wild Coyote Archive's "First Times" challenge. Huge thanks to those who read it for me, and to Kathryn for beta-ing. You're the best!

Clark stood in the midst of the crowded hospital. Stretchers and orderlies expertly navigated their way around him, all of them fading to a blur before his eyes. Somewhere, in the middle of all the chaos, was Chloe. Several Smallville High School students had been bitten by a rabid dog who had dug its way under the school's chainlink fence. Chloe had been one of the unlucky victims.

Squinting his eyes, flashing briefly into x-ray mode, Clark scanned for any sign of Chloe. Her gaudy jewelry should have been apparent. Yet, there was no sign of her, and Clark dejectedly made his way toward the waiting area.

He fell back into a chair, allowing his head to hit the back on the way, frustrated that he couldn't even be frustrated without having to worry about breaking something. And, of course, wishing that the tree that had mysteriously caught fire and fallen on the crazed dog had done so moments earlier. He hadn't been quick enough. Granted, he knew it had been difficult to focus his heat vision and hit the tree without injuring any students in the process. But maybe, just maybe if he'd practiced more with the scarecrow at home, perhaps at longer distances, he could have done it.

Gabe Sullivan walked out into the waiting room. Clark jumped up and hurried over, eager for any news.

"Mr. Sullivan, is Chloe okay?"

Gabe wiped his brow with a handkerchief from his pocket. "Yes. She'll be fine, thankfully, the doctor's say. Just a few routine shots and they say she can go home today."

Clark breathed a sigh of relief. "That's great."

And it was. Chloe indeed went home later that day, and Martha Kent sent Clark over that evening with some homemade oatmeal cookies. Chloe dug into them with a big grin, and told Clark to thank his mother for the goodies.

All seemed well. Until students started dying. The first student had been bitten, but had barely had a flesh wound and had refused to be taken to the hospital. Everyone assumed the kid had simply contracted rabies from the dog, but postmortem tests revealed that the true cause of death was some other unknown disease. Another student, this one who had received hospital treatment, suddenly fell ill. Then another. The strange thing was, none of the students felt even remotely ill before their subitaneous deaths. There seemed to be no symptoms, and no indicator of when a bitten student would become sick. After becoming sick, the affected person typically had been dying within several hours, leaving little time to contemplate a course of treatment.

Any other student who'd come into any physical contact with the dog that day was taken immediately to the hospital. Yet, it seemed like only a matter of time. The doctors could do nothing.

Clark found himself in the busy hospital once again, this time sitting by Chloe's beside late at night, an eerie deja-vu flashback to the time he'd rescued her from being buried alive and spent all night by her hospital bedside. It was also far to alike the Nicodemus flower illness.

Clark reached out and brushed a strand of hair behind Chloe's ear. She smiled and grasped his arm.

Clark smiled back and settled his hand on her shoulder. "You can go to sleep, I'll be right here, okay?"

"Clark, I don't want to have to keep you here. You stayed the last time." She cracked a faint smile.

He smiled back gently. "You know I don't mind. Sleep."

Chloe shook her head. "I know I should sleep, but I can't. I can't stop thinking."

He rubbed her shoulder softly. "It's pretty unbelievable, isn't it? All of this happening?" Neither really wanted to admit how grave the situation was.

"Yeah, kind of, but...." she trailed off.

"What else?"

Chloe hesitated, looking away before glancing at him again. "Clark, we can talk about anything, right?"

"Of course, Chloe. You know that."

"Yeah." She hesitated. "I, umm, I was wondering if you'd ever thought about... sex, you know, what it might be like?"

Clark nodded, a hint of red showing in his cheeks, along with Chloe's. "Well, yeah."

Chloe smiled. "Me too."

Clark grinned. "I mean, doesn't everyone?"

Chloe tilted her head slightly. "Yes, but...." Her voice faded, contained a hint of sadness and longing.

Clark touched her cheek gently. "But what?"

She sighed heavily. "Now I don't know if I'll ever find out."

"What? Don't talk like that, Chloe."

"Other students have died, Clark! I can't ignore that. You can't ignore it either."

"Chloe, you're not going to die," Clark said firmly.

She smiled, glancing off at the wall, water beginning to fill her eyes. "You can say that... but how many of the other people were told that, too?" She sighed and shook her head, blinking back her tears and fiddling with the stiff blanket covering her.

Clark didn't know how or why he said the next thing he did: "Well, maybe we could have sex."

Chloe's eyebrows shot up and she struggled to keep her jaw from dropping. "What?"

Clark flushed and turned his head away. "I mean, if you want to. Well, with me. Oh, geez, nevermind, Chloe. I'm sorry, I didn't mean it."

Chloe's face fell slightly. "You didn't?"

Clark glanced back, saw what he thought might be faint hints of disappointment. "Well, umm, I did, but... I... I didn't mean to be so... I mean, I know we agreed only to be friends, but... and... oh, I don't know."

Chloe just stared at him. "I never really got over you, Clark," she said softly. "So I hope you meant it, because as crazy as it seems, I want to."

"I really was serious," he replied quietly.

She smiled, but then gave a bitter chuckle. "But not if it's only out of pity. I don't want anything if you don't feel genuinely the same way I do."

"It's not out of pity," Clark protested.

"But if I wasn't dying, you would've never suggested this," Chloe argued.

Clark reached over and stroked her hand with his thumb. "Well, you're right. I wouldn't have."

Chloe sighed and pulled her hand back, her eyes rolling to herself. Clark grabbed it again. "Normally, I might've wanted to date you for awhile first. But, these are special circumstances, so I guess I'll just have to give up my good intentions and speed things up a little." He gave her hand a firm squeeze.

She laughed. "Okay."

The nurse gave them a hard time for Clark staying past visiting hours, but Clark managed to charm her into letting him stay. Chloe jokingly assured the nurse that he wouldn't take advantage of her.

"Not yet, at least," Chloe whispered to him after the nurse left.

Clark grinned. "I didn't think she would actually let me stay."

Chloe raised an eyebrow. "I think she thought you were cute."


"Well, she let you stay."

Clark shrugged. "If you say so."

He leaned back in his chair, grabbing a blanket. Chloe grabbed the corner of the blanket, stopping him. "Clark? Umm, can you... will you hold me?"

Clark glanced uncertainly out the window of her room into the hallway, worried the nurse might see him and make him leave. "I would, Chloe...."

"Please?" she interrupted him, holding up the side of her covers.

He couldn't refuse her. Nodding in acquiescence, he slid in next to her, lightly draping his arm over her waist. She snuggled back into him. Soon, they were both asleep, emotionally and physically exhausted from the last few days.

The nurse passed by, saw them and shook her head, smiling to herself. She decided to leave them be, having heard the story of Chloe's ordeal. She knew she'd have wanted a man to comfort her after that, too.

Clark awoke some hours later to see Lex looking at them through the glass window. He glanced at Chloe and noted the peaceful expression on her face, and a dark wave of sorrow passed over him. Swallowing hard, he carefully eased himself out of the bed and running his hands through his wavy hair, he stepped outside to greet Lex.

Lex glanced him over. "Long night?"

Clark nodded numbly.

Lex gave a small, sympathetic smile. "I thought you might like to know that Lexcorp volunteered to head up and finance research to finding a cure for this."

"That's good news," Clark replied.

"Clark," Lex said, glancing through the window at Chloe, "we're doing everything we can to try and figure this out. We've done it before with your father. I wouldn't give up hope."

Clark followed his glance to watch Chloe, too, not taking his eyes off her as he answered, "I know. I tried telling her that."

Lex pursed his lips and laid a hand lightly on Clark's shoulder. "I'll see you later, Clark. Tell Chloe I stopped by."

Clark wasn't too comforted. "I will," he replied absently.

When Chloe awoke, she fought to be released from the hospital. Clark knew she hated hospitals.

"I don't want to spend my last days in a hospital, especially when I don't even feel sick! I can always come back if they find something."

The doctors and Chloe's father had seemed nervous about the idea, but Chloe was stubborn, persistent, and persuasive, and she eventually wore them down. The doctors felt helpless about the situation, as they knew there truly was nothing that could be done until a cure was found.

After Chloe was released from the hospital, there was no more mention between them of Clark's offer. She wondered if it was a spur of the moment thing; if he regretted asking her. After all, Clark had taken her to the formal, but he'd left her behind for Lana. Then, she'd told him she just wanted to be friends, and figured that any chance of them ever having sex was gone. She'd told Pete it was a defense mechanism, and she stood by that still. She wasn't quite sure she was ready for anyone to get that close, but she really wanted to experience sex before her premature end.

The next day, Chloe surprised Clark by visiting him in his loft. "Pete says your parents are out of town this weekend."

"Oh, yeah. I got this whole lecture about parties and making sure the cows live and all that."

"How are you feeling? Are you doing okay?" Clark asked. The concern was evident in his voice. He then reluctantly told her how two more students had died during the night.

Chloe tried to keep a brave face at the news, but failed. She wanted to appear strong, like she wasn't worried, that she wasn't afraid. Yet, an unwelcome tear slipped down her cheek and her shoulders shook slightly. Clark turned her to face him, drawing her into a hug against his chest. She scooted into his lap, burying her face in his shirt, hiding her increasing sobs.

Clark stroked his fingers down her spine. He didn't know what to say; wasn't sure what he should say, if there's was anything he could.

Eventually, Chloe lifted her tear-streaked face to look at him. "Clark, will you still... does your... offer... still stand?"

"My offer? You mean...?"

Chloe just nodded.

Clark cracked a smile. "If you want it to." It might be the least he could do, maybe it would help put her fears to rest.

She sniffled and smiled back. "I think so."

He smoothed a stand of hair off her forehead. "Okay."

Chloe sniffled again and rested her cheek against his shoulder. "Can I confess something to you, Clark?"

"Of course."

"Whenever I thought of sex, losing my virginity... I always pictured it with you. Even on dates with other guys."

Clark blushed slightly. "Really?"

"Yeah... you're just always so sweet, caring, considerate. Perfect first time kinda guy."

He smiled at the compliments. "I'll try to be."

He felt Chloe smile into his shirt. "I know."

"And, umm. I have something else I need to say," she added.

"What is it?" he asked gently.

"I... I don't really want this to be a relationship thing. You know? I mean, there's so much going on as it is, and I don't want to start something, and then... well, just leave it. I mean, it's not fair to you, and I don't want to leave anyone behind like that." Chloe still wasn't sure she could deal with his rejection if he decided to break up with her afterwards, if they did find a cure. She figured it was best to not make anything more out of their relationship than what it was now.

Clark blinked. "Oh?" He certainly hadn't expected her to say that. If anything, he would have thought she would have asked the opposite. "Chloe, I know you're scared, but you're not going to leave anyone behind. They'll find something, and you'll be okay."

"I hope so Clark." She bit her lip. "Maybe we could... well, just consider it a youthful experiment? If you're okay with that. I mean, I know it'll be your first time, too, and all, so if you're looking for more, well then that's okay, we don't have to."

Clark nodded slowly. While a part of him was hoping that Chloe might be his girlfriend, he knew that he still liked Lana, too. She was a part of his fantasies, but then Lana was, too. And sometimes other random girls that he'd come across. He'd never been fully able to put the image of Victoria's nude body out of his mind. Maybe it was better that way. Better for both of them. "That's fine, Chloe."


"Yeah, I agree. It'll keeps things uncomplicated."

Chloe nodded. A part of her had always wanted Clark to be her boyfriend. Always would, she supposed. But right now, she did have other things on her mind. She supposed dying brought a whole new perspective on life.

They sat together quietly, thinking to themselves. "Okay then," Chloe said finally.

Clark's hand stilled from rubbing her back. "Umm... when... not right now... right?"

Chloe giggled. "No, not right this very second."

Clark grinned in relief, relaxing his hand again. "Okay. Well, umm, you just let me know then."

"I will." She paused a moment, then smiled. "How about now?"

Clark's eyebrows shot up. "What?"

Chloe burst out laughing. "I'm just kidding, Clark."

"Oh." Chloe kept laughing. He sighed dramatically for her benefit, willing to concede that he'd been fooled. It was good to be able to make her laugh.

"But, tonight?

Clark drew in his breath sharply. "Tonight, huh?"

"It might be the only chance...."

Clark squeezed her tightly, pushing aside any inhibitions. "All right. Tonight."

Chloe didn't think his voice sounded convincing. "You sure about this, Clark?"

"Are you sure, Chloe?" he countered.

She laughed again. "As much as any girl can be, I suppose."

"I just rented a movie. We can watch it, too."

"Sounds perfect," Chloe agreed.

Clark wanted to make it perfect, and not just because she was sick. He'd gathered a few things he thought she might like, rounding up a few candles. If his parents found any later, he'd lie and say he was working on his heat vision.

That afternoon, Clark glanced around his room. He could super-speed clean it, change the sheets, arrange a few candles. It would do. Better than the couch in his loft. He didn't have to use his x-ray vision to remember that he'd stashed a few condoms between some of his astronomy books.

As she prepared to head over to Clark's, Chloe began to wonder whether she should wear the sweatpants she usually did when they watched movies together or if she should put a little more effort into it. After all, if they were going to have sex, she wanted to look nice. But she didn't want to make it look like she was trying too hard to look nice. She put a little more makeup on than usual. She knew Clark had seen her with dark circles under her eyes before, not up to her best in the hospital, and looking generally tired from working late nights on the Torch, but tonight was different.

Clark, too, wondered whether he should wear the worn jeans he usually did when they watched movies together, or if he should put a little more thought into his attire. He figured he should look nicer, but how much nicer he wasn't sure. He didn't want Chloe to think that he was making a big deal out of it if she didn't want that.

Chloe, in the end, had decided to compromise and wear some new pants that were comfy, but a notch above the sweatpants. She figured Clark wouldn't even notice what she was wearing. She knew boys were notoriously unobservant. Clark settled on a nice pair of jeans that Chloe had given him compliments on before. And he knew his plain short-sleeved t-shirts were always a success. Someone had once made an embarrassing comment on how they brought out his arms. It probably had been Chloe.

Chloe arrived right on time, and soon she was curled up on the Kent's couch, resting against Clark's shoulder. The movie was on, but she wasn't paying much attention, thinking about the night ahead. Soon she realized that she wasn't even looking at the TV anymore, just staring at a spot on the carpet beside the couch.

Clark glanced down at her. "Movie's not very good, huh?"

Chloe blinked, startled out of her thoughts. "Oh... no, it's okay... it's just...."

Clark grinned and gently put his arm around her shoulder. "I know, I haven't been able to keep my mind on it either."

Chloe smiled back. Clark's grin always had made her melt. He had to have the best smile on earth. Impulsively, she leaned forward and kissed him. Clark's eyes widened slightly in surprise, but he readily accepted the kiss, his lips parting and pressing back against hers. They'd kissed in the 8th grade, and one other time. In 8th grade it had barely been anything, and the second time she'd been under a spell. Then they'd almost kissed at the formal, but his lips hadn't quite touched hers. Now it was genuine, and it felt good.

"Clark, while I appreciate the whole date, movie idea, I really can't stand the suspense any longer."

Clark nodded. He suddenly swung her up into his arms and began carrying her towards the stairs.

"Clark," Chloe protested. "I feel fine; I can walk you know."

"Didn't say you couldn't." He set her down in front of the closed door to his bedroom.

"And aren't you supposed to carry me into the room, anyway? That whole 'across the threshold thing'?"

"You told me to put you down," Clark laughed. "I just can't please you, can I?" He opened his door and stepped aside to allow her to pass through.

Chloe got a first sight of the room. "Ohh. Clark, you didn't have to do all this." She took in the sight of the neatly cleaned room and what must have been dozens of candles.

Clark stepped forward with a match and began to light them all. It took so long having to walk around to light them manually. "I know, but... well, I wanted it to be memorable."

Chloe smiled, trying not to show how touched she was. "It is already."

Clark smiled back, standing uncertainly in the middle of the room.

Chloe wrung her hands nervously. "So."

"So," he said back. "Yeah, I'm not really sure how to start, Chloe."

"Yeah. I guess most people kiss or something, huh?"

"I think so." Clark gathered his courage and closed the distance between them, leaning down and capturing her lips.

Chloe mmm'ed and wrapped her arms around his neck. Clark's hands settled on her hips, pulling her closer. They stood, just kissing lightly. Then Chloe ran her tongue along Clark's lips. His mouth opened; Chloe pushed her tongue past his lips. Clark made what might have been a groan. Chloe decided it was time to take things a step further. She stepped back a foot, moving her hands down from his shoulders to the hem of his shirt. She caressed his back under his shirt, and Clark said, "I guess most people take off their clothes then, huh?"

Chloe grinned and helped tug his shirt over his head. Clark was standing shirtless in front of her, and, oh, he was gorgeous. Then Clark reached for her shirt, murmuring, "Your turn." She helped him remove hers. Clark was trying not to look too obvious, but he was greatly enjoying the sight. Then, Chloe stepped closer to him, pressing her body lithely along his and kissing him again. She could feel the front of his jeans was harder than before. She smiled to herself at the thought, dropping her hands to the button on his jeans. She couldn't quite get his zipper though, and she looked up to Clark pleadingly.

Clark finished what she'd started, allowing his jeans to fall to his ankles. His face promptly turned red, because now his erection was painfully apparent, especially since Chloe had just dropped her own pants and was standing in front of him clad only in her underwear. Chloe tried not to stare curiously, deciding instead to focus her gaze above crotch level. She moved closer to him for a kiss, noticing the way Clark seemed to be trying to avoid lower region contact.

"Clark?" she said questioningly.

He blushed again. "Sorry, it's sorta embarrassing."

Chloe didn't mean to, but she couldn't help a small bubble of laughter that escaped her. "Well, from what I understand, it's a pretty necessary component to all of this."

Clark grinned. He was being silly for being so bashful, he supposed. Chloe just smiled back and edged them toward the bed, sitting on it when the back of her legs hit it. She climbed backwards onto it, tugging at Clark's hand to ask him to join her. But he glanced around the room, went to his bookshelf, selected a book and shook it until a condom packet fell out. Chloe watched, bemused at his choice of hiding spot.

Clark walked back to her. "If you want to stop at anytime, just let me know, okay? Don't think you owe me anything for coming this far."

Chloe smiled and nodded, "I know." Then gestured towards the condom. "It's okay, Clark. We don't need one."

Mild confusion and surprise was evident in Clark's expression. "What? Why not?" At least it showed Clark had been paying attention in sex ed.

"I'm dying, Clark," she said bitterly. "And neither of us has done anything before, so you're not going to contract anything."

Clark raised his eyebrows. "Really, umm, okay. You sure?" He knew he couldn't get sick, but he was still concerned about Chloe.

"Yes. I doubt we have to worry much. But thanks for the consideration."

He glanced down at the packet in his hand, then back at her. Chloe could tell he was weighing her words in his mind. He nodded at last, leaving it on the dresser. "Just if you change your mind."

She smiled and opened her arms. Clark crawled onto the bed and settled against her, kissing her sweetly and stroking his hand down her side. He knew she was ticklish there. She squirmed and giggled against his mouth. They kissed slowly for a few more moments, lightly running their hands over each other's bodies, both gradually becoming comfortable with each other.

Eventually, Chloe pulled back from their kiss. "Clark?" she said tentatively.

"Hmm?" He lifted his eyes to hers. "Is everything okay?"

She smiled. "Fine... everything's fine... I was, umm, wondering something though."


"Can I... well, since this is all new, I'm curious...." She trailed off.

He raised his eyebrows slightly, looked at her patiently with that Clark Kent questioning look. The look made Chloe smile; made her feel more comfortable to ask him. "Can I... uhh, explore you?"

Clark blinked. "Explore me?"

"Yeah, I kinda just want to see what a guy's body is like."

He grinned. "There are pictures in our biology book, you know," he said teasingly.

Chloe sighed, but knew he was only teasing her. "But it's not the same, and I don't know if I'll ever get another chance."

Clark hushed her and put a finger on her lips. "Chloe...."

She rolled her eyes. "I know, I know. I need to stop talking like that."

He nodded. "Yes... but you can, explore me, as you say."

She smiled again and said softly, "Thanks."

"Sure... uhh, so how...."

Chloe sat up, gently pushing his shoulders back against the bed. "Just... yeah, that's fine," she said as he settled on his back with his head resting on the pillow. She nodded her approval. "Stay like that."

He smiled amusedly. "Okay." Truthfully, he was a little anxious over her request. He wasn't quite sure what she had in mind by "exploring" him. But he had an inkling that he was probably going to enjoy it. He drew in a deep breath, let it out slowly.

"Something wrong?" she asked worriedly.

"Nothing," he assured her, shifting his position a little, moving closer towards her.

"Really? You must think this strange, not normal I guess."

"No, no. I want you to."

"Yeah?" Chloe's worry began to fade.

His cheeks flushed red again. "Yeah, honestly, I'm just feeling a little modest."

Chloe stretched out along his side. He was too cute sometimes. "Me too. I would, too." She traced her fingers along his collarbone. He turned his head to watch her, seeing the fascination and curiosity in her eyes.

She ran her fingers along his chest, then extending them and laying her palm flat, stroking the smooth skin. She skimmed a fingertip along his nipple, smiling to herself as Clark made a noise in the back of his throat. She moved on to his stomach, dipping her fingers between the ridges of his ab muscles. Clark squirmed, and Chloe glanced up at him.

"Tickles," he said.

Chloe grinned and caressed along his sides, back over his stomach, all the while trying to ignore the tented boxers only inches from her hand. Chloe took it as a good sign that it looked a little taller since she'd begun touching him. She slipped her fingers just beneath the waistband of his boxers, stroking his hipbone.

Clark shivered slightly. All of her gentle, feminine touches felt quite nice. He watched her, wondering if or when she would take off his boxers, and got the sense that Chloe was hesitating. He took a deep breath, and hooked his hands under the waistband. A glance at Chloe confirmed that it was what she wanted, and before he could lose his nerve he pushed them down and kicked them off. He held his breath, waiting to see her reaction. He'd never been naked in front of a girl before, and certainly not with an aching hard-on either.

Chloe tried hard not to obviously stare. It was... interesting. Not exactly like she'd imagined. Somehow seeming different in actuality than some internet porn she'd occasionally run across. Finally, she moved her hand from his hip to the base of his shaft. She ran her fingers up his length. Clark shuddered and choked back a moan. She watched a droplet form on the tip, stroking her finger across it. Then, she wrapped her hand around him and pumped him slowly, watching him carefully. Clark had to struggle to keep himself still, to be patient and let her explore as she liked, when more than anything he wanted to thrust into her fist.

Chloe's hand drifted down to his balls. She cupped them gently, and Clark whimpered. Rather loudly.

Chloe glanced up at him. "Are they sensitive?" She squeezed them carefully, barely at all, not sure how much she could without hurting him. Not that she would know that she couldn't hurt him at all.

"Mmm... yeah." Clark's eyes fluttered closed as she continued to fondle them.

Chloe made a mental note that he seemed to like it. She returned to stroking his erection, when Clark suddenly sat up, pulling away from her touch. Chloe drew back in alarm. "Sorry, did I do something bad?"

"No...." Clark shook his head. "No, too good. I was almost going to...."

"Oh... I see." Chloe grinned sheepishly. "I wouldn't have minded."

"Later." Clark leaned forward and reached for her, pulling her against him. "Why are you still wearing clothes and I'm not?" he asked boldly.

Chloe's answer was muffled by his kiss. His hands snaked around her back, fingers skimming along her bra strap. He pulled back from the kiss, looking at her to make sure. Chloe nodded her assent. He unsnapped it, surprisingly easily from what Chloe had heard of teenage fumbling boys. He slid it down off her shoulders, then let it fall away. Clark fought back a groan at the sight of her breasts. He'd dreamed of seeing Chloe, and now here she was. He ran his hands down to her underwear, sliding them off as well.

Her face flushed and she looked away. She wasn't sure she wanted to see what he thought. It wasn't so much that she was embarrassed. Well, maybe a little.

"Hey." Clark gently rubbed her waist with his hands. "I'm naked, too, remember."

"I know, but still."

Clark didn't care to reply, just leaned in and kissed her, lying back and pulling her on top of him. Chloe squirmed against him, and the feeling of her breasts against his sensitized skin was almost too much for him.

He rolled them over, kissing her once more before beginning to nibble down her neck. "My turn," he whispered. Chloe squirmed anxiously, but forgot any inhibitions when his hand skimmed over her breast. The only room there was in her mind now was how damn good that felt.

Clark cupped her breast, running his thumb experimentally over her nipple. Chloe gasped and she felt the sensation go straight between her thighs.

"Like that?" Clark questioned, half sensually, half curiously. He didn't wait for her answer before repeating his thumbstroke, and Chloe just moaned.

Clark's other hand wandered down her body, over her flat stomach. His fingers stroked through her soft curls. He glanced at her, and Chloe parted her legs further. Clark took it as permission, pressed her finger between her folds, rubbed around curiously. She felt strange to him and Clark really had little clue what he should do or where to go, and then his finger ran across a spot that made Chloe suddenly let out a high-pitched squeak and buck against his hand. Clark was startled, but a look at Chloe confirmed that she had more than enjoyed that touch. He found the spot again. This time Chloe's reaction wasn't quite so intense, but she moaned his name and shuddered.

Although Clark could tell that he'd definitely hit the jackpot, he moved his fingers lower, searching for the opening he knew had to be there somewhere. Chloe groaned in disappointment.

"Clark, tease."

"No... I'm just exploring," he replied smugly, as he found what he was looking for and carefully eased his finger inside her. It wasn't anything like what he'd expected her to feel like. Not very smooth, but hot, wet, textured. He could hardly fathom that soon it would be his penis feeling this.

"Is this okay?" he asked, beginning to press two digits inside her.

"Oh, yes," Chloe practically purred back. "More than okay...." She hesitated for a brief moment, looking into his eyes. "I want more."

Clark swallowed and nodded, settling himself over her body, his body automatically aligning with hers. However, that's where instinct ended, and he couldn't quite pinpoint the exact spot where he needed to be.

Luckily for him, Chloe was a liberal female and knew her body, and she grasped him and pulled him toward her entrance. "There," she whispered, pushing her hips up against him.

Clark gasped as the head of his penis was drawn partly inside her. "Ahh... umm... thanks," he whispered back gratefully, his thighs tense as he struggled eased in slowly. Tightness and pure heat surrounded him and no amount of description could have prepared him for how it was. He couldn't help the long, low moan that escaped him. "Oh, Chloe... oh my God, you feel amazing." He held himself still, wanting to thrust so badly, but waiting to hear her response first. Chloe was quiet.

"Chloe? Talk to me, Chlo," he said concernedly after he was met with silence. He balanced himself on his elbow, lifted a hand and stroked it across her cheek.

Her eyes fluttered open to see his looking at her with worry. "It's just, umm, a little weird at the moment."

"God, Chloe... I'm sorry, I can stop, we'll stop," he rambled. He began to withdraw, but Chloe grabbed his hips.

"Don't you dare go anywhere, Clark Kent." She dug her nails into him to emphasize her point.

Uncertainty was etched across his face. "But...."

It was Chloe's turn to put her fingers across his lips. She shifted slightly, experimentally raising her legs and pressing her legs against his thighs. It was starting to feel better, nice in fact. She couldn't help but smile at the way he squeezed his eyes shut at her movement. She liked being able to make him react like that.

"Ughhh, Chloe... what are you doing?"

Chloe ran her nails up along his sides, making him shiver. "You, I thought."

Clark opened his eyes, and couldn't help an involuntary thrust at the sight of Chloe's nude body beneath him. Chloe sighed at the thrust. He knew that particular sigh, the one that she'd been making earlier. Clark carefully eased partway out, back in slowly, gauging her reaction again. She made another pleased sigh and nodded encouragingly at him. He did it again, fighting hard against the incredible rush of pleasure that minute amount of friction caused.

"Clark...." she breathed, squirming against him. The brief burning had passed, replaced instead by being pleasantly stretched. She ran her hands along his back, his shoulders, still not quite able to get enough of touching him. She clenched her inner muscles around him experimentally.

Clark gasped. "Chloe... wha-what was that?"

"Me," she answered huskily. "Does it feel good when I do that?" She squeezed herself around him again to emphasize her point.

"Yes," he hissed. "You... I can feel you... you can do that?"

She grinned. "Mmm hmmm."

"That's... urmm... nice, but if you... uhh... do that again, this is gonna be over a lot sooner than I intended."

Chloe grinned again; mentally filing the information away.

Clark's pace increased slowly. After each of his thrusts, he could feel Chloe's fingers tighten their grip on him ever so slightly. It gave him such a rush to know that she felt each of his movements, that she liked them.

Then Chloe arched against him, causing her erect nipples to brush against his chest. The sensation, in addition to the countless others he was currently feeling, was getting too much.

"Uhrm... Chloe," he grunted. "So good, too good."

Chloe could tell that Clark was fighting against his impending climax. Although she felt good, she knew that it wasn't going to happen for her, not this time. She stroked her hands over his ass, hearing him moan.

"Clark," she whispered. "It's okay, let it happen."

He bit his lip. Chloe could see the mild confusion and disappointment for her in his eyes.

"Let it go," she coaxed him, her hands still caressing his body, making sure to hit spots she'd discovered earlier.

Clark didn't want it to end. It was so good, this first time, and he wished it could go on forever. Yet, his need to come was overwhelming and Chloe's touches weren't helping at all. She tightened herself around him again, and his whole body stiffened and the intense eruption of pleasure would forever ruin him from self-induced orgasms. He collapsed against Chloe, barely able to hold himself up enough so he wouldn't crush her, exhaling a loud, shaky breath once he realized he'd been holding it. And Chloe was there, stroking his hair all the while, and when he finally lifted his eyes to look at her she was smiling.

Then he felt horrible. He pulled out and settled on his side, facing her. "God, Chloe, I'm sorry."

"Clark... you don't have anything to be sorry for."

"Yes, I mean, I think I hurt you and then, I mean... you never... right?"

"Well... no, but first off, you didn't hurt me."

Clark frowned. "I didn't? It seemed like I did."

"It was... a little uncomfortable at first... but it wasn't truly painful."

Clark seemed relieved at her words. "Even so, I wanted it to be perfect for you, and then I can't even hold on long enough."

Chloe chuckled. "I was asking you to come, Clark, in case you don't remember."

He cracked a faint smile. "I know."

Chloe could tell he wasn't convinced. "Clark... I liked it... it felt good... it was as nice as I'd hoped for."

His smile broadened. "Yeah?"

Chloe nodded. She kissed him softly. "I gather you liked it, too?"

He laughed. "Umm, yeah, you could say that."

She smiled. "Good."

They lay quietly for a few moments. Clark's eyes were starting to droop sleepily. Chloe felt sticky and sweaty and generally messy. She stretched languidly before moving off the bed. Clark's eyes opened fully.

"Chloe, where you goin'?" he mumbled.

"Just cleaning up a little," she answered. She felt wetness slip down between her thighs. She figured some of it had to be Clark. It was strange, definitely, but oddly appealing at the same time. She didn't know why. Maybe because it was like a nice reminder of what they'd done.

Clark must have been thinking of the same thing, because his cheeks reddened. "Sorry 'bout that," he muttered apologetically.

She leaned back over and placed a kiss on his lips. "Why?"

He shrugged his shoulders, eyes closing sleepily again. "Dunno, guess I'm just used to kleenex."

Chloe laughed as she padded down the hall to the bathroom.

When she returned, Clark immediately pulled her against his chest and spooned her tightly. She sighed happily. She didn't even have to ask to be held; he just knew it was what she wanted. If only it could last.

"What time do you have to be home?"

"Umm, I don't."

She felt him smile into her hair. "What excuse did you give your dad?

"Nothing... I just told him I was spending the night over at your house."

That made Clark wake up a little. "And he was okay with that?" he asked incredulously.

"Well, no. I kinda ended up telling him that I wasn't going to take the chance that I might die a virgin and we were planning on having sex."

"Oh my God, you didn't."

Chloe giggled. "Yeah... and I told him that it was my decision and there was nothing he could do about it and that he knew you were a very nice boy and I'd be in good hands with you."

Clark was still stunned. "And then he just said 'Okay'?"

"Well, there were a few more words involved, but essentially yes."

Clark laughed again, then sobered suddenly. "Chloe... what if my parents find out? I promised them I'd be good over the weekend."

Chloe giggled again. "Sorry, Clark. I didn't think of that."

He grinned back. "S'okay. Was worth it."

Eventually, they drifted off to sleep, Chloe snuggled in Clark's strong arms.

Chloe awoke to the sound of a rooster crowing. When had she gotten a rooster? She blinked, momentarily confused until a dull ache in her thighs and between her legs reminded her what had happened the night before, and where she was. Which explained the unexpected rooster alarm clock. Clark was no longer holding her, somehow in the night he'd ended up sprawled on his stomach, sheets half off his body, revealing his muscled back and half of his butt. Chloe gazed appreciatively, fighting back the disbelief that she'd actually spent the night next to a naked man. An incredibly attractive naked man no less!

Chloe glanced at the clock beside his bed. 5:45. Way too early, but then she wasn't used to farm noises awakening her either. She settled back in to go back to sleep, just having closed her eyes when she heard rustling and felt Clark rolling out of bed.

Chloe turned to face him, seeing him standing nude, grabbing a pair of boxers from his underwear drawer and pulling them on.

Clark's face flushed slightly at being caught changing, even after last night, but he tried to play it cool. "Hey, Chlo. I didn't wake you up, did I?"

She smiled impishly. "No, your cock did, though."

His eyes widened in shock. "What?"

Chloe grinned mischievously, then burst out laughing. "As in your male chicken. In the yard."

"Oh. Yeah. I knew that." He smiled, looking a bit flustered, putting on his work jeans.

"Why are you getting dressed?" Chloe held out her hand. "Stay with me."

Clark finished pulling on his shirt. "I wish I could, but my dad always taught me that cows don't feed themselves."

Chloe rolled her eyes. "It's so early, can't they wait?"

Clark smiled sympathetically. "Go back to sleep." He crossed the room and sat next to her, his hand gently rubbing her back. "I'll wake you up when I'm done, okay?"

Chloe yawned and nodded. "'Kay."

He gave Chloe's back a final stroke, then headed out, remembering to start a pot of coffee for her. Clark didn't want to admit it, but he was looking forward to the early-morning chores. It would give him some time to process things. Not that he regretted anything, but he woke up feeling different. More worldly. A man, he supposed, cliche as it was to think it.

Two hours later, he came in through the front door to find Chloe sitting at the kitchen table, steaming mug in hand, and wearing one of his t-shirts. On him they were relatively tight, but on Chloe they were huge. And his jeans were instantly too tight; the sight of her wearing his shirt, and nothing else by the looks of it, with damp hair that looked shower fresh, was sexier than he'd ever thought.

He stopped dead in his tracks. "God, Chloe."

She swallowed her sip of coffee. "What?"

He strode over to her, taking the mug of coffee from her hands and setting it on the table, pulling her up from the chair and hugging her against him. "You just look so...."


"Umm, sexy like that."

Chloe smiled and tilted her head. "Like what?"

He smoothed his hands around her waist, letting them come to rest on her hips and squeezing lightly. "In my shirt."

"Well, thanks. I just thought I'd borrow it for the moment."

Clark kissed her softly. "You can borrow it as long as you want."

Chloe returned his kiss. "Thanks, but I better get going."

She started to head towards the stairs, but Clark grabbed her arm and pulled her back against him. "No," he said firmly, but then became flustered again. "I mean, you never... you're not leaving until... you should get to have...."

Chloe's mouth parted in surprise as it dawned on her what he was thinking, but she recovered quickly. "Clark, we've been thr-"

"Don't argue with me."

Chloe was so shocked by his forwardness that she couldn't argue back. Clark walked them back toward the couch, laying back with Chloe's back against his chest, settled between his legs. He'd contemplated about this in the barn that morning, decided he knew he couldn't let her go without making her feel how he'd felt last night, no matter what she said.

He gently caressed her body over the shirt for a few moments, his fingers skimming over the sides of her breasts before reaching down and grabbing the hem, pulling the shirt up and over her head.

"No underwear?"

Chloe shrugged. "Is that a problem, Clark?" she said teasingly.

"No... no, it's not," he murmured into her ear, his hands returning to her breasts, holding them lightly in his hands before squeezing them.

"Clark," she sighed. He continued to gently fondle her, eventually pinching one of her nipples between his fingers, causing her to moan and squirm on his lap. He did it to her other nipple, then to both simultaneously, and soon Chloe was writhing against him.

"Clark, touch me," she begged at last.

"I am," he chuckled quietly in her ear.

Chloe groaned impatiently and Clark took pity on her, running a hand down her body and dipping his fingers into her. She was so wet again, and he circled his finger until he heard Chloe squeak and gasp, knew then that he'd found her clit again. He rubbed her gently, slowly, not quite sure how she liked to be touched.

"More, please," she whimpered.

Clark's confident demeanor faltered. "How, more?" he asked uncertainly.

Chloe's eyes closed, trying to think of how she could explain what she wanted. "Harder, a little."

Clark complied, pressing more firmly. "Like this?"

Chloe moaned. It was better, but she was getting desperate for even more. She slipped her hand over his, guiding him, showing him, making him touch her like she would herself. Then she released his hand, and Clark, ever the quick learner, kept stroking her as she'd shown him. Soon she was squirming uncontrollably, and Clark had to wrap his arm around her waist to try and keep her still. He heard her suddenly make a low whine, then she was trembling and finally relaxed against him. She let out her breath and pulled his hand up from where he was still touching her.

"Chloe?" he asked, momentarily confused as to why she was pushing his hand away. "Was that... did you?"

She sighed happily. "Mmm, yeah."

"Oh." Clark smiled sheepishly. "Okay, I wasn't sure."

Chloe had been enthusiastic to show Clark how to please her, but she'd still been embarrassed to come in front of him, and she hadn't been as vocal as she normally would have been. "Yeah, I guess it's a little more obvious for guys, huh?"

Clark lightly caressed her stomach. "Yeah."

"Now do I have permission to go home?" she asked playfully.

"I guess so," Clark laughed, then sobered. "Umm, Chloe? Did I do a good job?"

"Let's just put it this way- best one I ever had."

Clark broke into a grin. "Good," he said, obviously pleased with himself.

Chloe snatched up the discarded t-shirt and started to push herself off his lap, but Clark grabbed her and held her tightly back against him. "You don't have to go."

"I know, but I figure I pissed my dad off enough. I should get home so he can stop worrying" She paused, then added sadly, "Don't want to end things on a bad note."

Clark nodded and reluctantly released her. He watched her climb the stairs, presumably to get her clothes. After a few moments, he got up himself, figuring he ought to wash his hands and fix breakfast.

He'd just finished making scrambled eggs and bacon when Chloe reappeared. "Hungry?" he questioned her.

Chloe glanced at the food and shook her head. "No, thanks, though."

Clark shrugged. "More for me, then."

"Yeah. Well, I'm gonna head out," she said, shifting her feet awkwardly.

Clark nodded. "Okay." He stepped toward her, holding the kitchen door open after Chloe stepped through. He wasn't quite sure what he should say or do, wasn't sure what Chloe wanted him to say or do.

Chloe stopped, turned around, and gave his lips a soft peck. "Thanks, Clark. It was wonderful. Really."

Clark smiled. "I'm glad."

She drove off, and Clark was left standing at the door, wondering what would happen to them after this.

Clark walked into the Talon after school. Lex was sitting in a booth sipping his drink. Clark gave a quick smile and an almost dismissive wave to Lana, who wasn't looking nearly as attractive after seeing Chloe naked with her ample cleavage. He grinned to himself and sat at the table across from Lex.

Lex cast his eye over Clark, glanced at Lana, then back at Clark. "Not the warm welcome you usually give Lana, Clark," he remarked casually.

Clark shrugged. "I guess not."

Lex raised his eyebrow. "That doesn't sound like the Clark Kent crushing on Lana Lang that I know."

Clark turned his head to look at Lana serving a tray of coffee to another customer. "Maybe I've moved on."

"Moved on?" Lex stared at him skeptically.

"Since when would you forget about Lana?" Pete added as he headed toward their table. "Okay, Kent, what happened?"

"Happened?" Clark repeated innocently, hoping he hid the slight change of tone in his voice well enough to slip past them.

Pete smirked. "Who was it, Clark?"

"Who was what?" Clark asked, not quite meeting his eyes.

"C'mon, man, you're acting like you got laid this weekend or something," Pete insinuated.

Clark almost choked. "What?"

Lex nodded. "You do look like the cat that ate the canary, Clark." He leaned forward, hands folded in front of him. "Are we right, or do you deny it?"

Clark shifted uncomfortably in his seat. Part of him wanted to tell them. It was something too big to keep just to himself. Although he and Chloe hadn't specifically discussed it, he figured she wouldn't want anyone knowing, that she trusted him to keep it a secret without having to say so. "Umm, well," he stalled.

Lex grinned. "It was Chloe, wasn't it?"

Just the memory of the night with Chloe was enough to make Clark blush and give him away.

Lex chuckled. "I didn't know you and Chloe were going out."

"Umm, well... we're not."

Lex raised his eyebrow again. "Clark, I didn't think you had it in you... but I guess you proved me wrong."

"So how was it?" Pete questioned eagerly.

Clark groaned and laid his head down on the table on his arms. He was sure the only way this could get worse was if his parents walked by, too.

Lex shrugged when Clark gave no more response. "I have some business I have to take care of. They think they might be close to finding a cure."

Clark lifted his head, his mood considerably brightened at the news. "That's great!"

Lex nodded and said, "We'll talk later, Clark." He gave Clark a wink and slid out of the booth.

Clark smiled weakly as Lex left.

"You didn't really, right, Clark?" Pete asked, turning back to the table.

Clark bit his lip, his face scrunching as he debated what to say.

Pete threw his arms in the air. "Man, how come you didn't tell me!" He grabbed a chair and sat in it backwards, leaning forward toward Clark eagerly. "I never thought you'd get laid before me. So c'mon, what's it like?"

Clark sighed. "Umm. Well, it's... nice."

Pete shook his head exasperatedly. "Nice? That's all you have to say?"

"Pete, listen, I wish I could talk about it with you, but I don't think Chloe would appreciate it much. And especially not in the middle of the Talon," Clark said, glancing around, wondering how many people had overheard them talking.

Pete sighed. "Yeah, man, okay, I understand."

Fortunately, Pete let the subject drop before Lana came to take their orders.

Lex hadn't been lying when he'd said his scientists were onto something. That night, they'd rushed antidotes over to Smallville. Chloe had been one of the lucky fifteen percent who'd survived so far.

Now, a week later after all the excitement was over, Clark was lying on his couch absorbed in a book when he was able to hear Chloe storm noisily into the barn and climb the stairs to his loft.

"Clark, I have a bone to pick with you."

Clark closed his eyes and sighed. He knew this had to have been coming sooner or later, especially since every remaining victim had been treated. Thankfully there had been no more deaths since.

"Lana let it slip that she knew you and I slept together."


"Yes, Lana."

"I never told Lana."

"Yeah, I know. She said that she overheard you, Pete, and Lex talking last week in the Talon."

"Chloe... I didn't tell them... Pete guessed it all on his own. I didn't say anything, and then Lex started hounding me, but I didn't tell them any details about it, I swear."

Chloe crossed her arms and stared him down. Clark shifted uncomfortably under the intensity of her look. He was definitely glad she wasn't the one with heat vision. Finally she nodded. "Lucky for you I can see Lex being all too perceptive like that. It just wasn't something I wanted everyone to know."

Clark stood up and crossed over to her, invading her personal space. "Why? Because we're not 'together'? You don't want anyone thinking you're easy?"

"Maybe," she said, backing up away from him slightly.

"You know, there's a way we can solve this."


"You can actually be my girlfriend."

Chloe opened her mouth but no reply came out. Clark leaned down and kissed her. "It's not like you're agreeing to marry me or anything, Chloe."

Chloe bit her lip. "I know, but I didn't think... I wasn't sure if you wanted to be with me."

"We can try it."

Chloe sighed finally. "Okay, fine. But since I already slept with you, you owe me dinner."

Clark grinned. "Sounds fair enough to me."


If you enjoyed this story, please send feedback to Alexa Jones

Also, why not join Level Three, the Smallville all-fic list?


Level Three Records Room