Title: Unstoppable
Authors: Lex's Lady & Mistress Ace
E-mail: LexsLady@aol.com & rosewood@inreach.com
Feedback: It's the icing on the cake. We write because the story demands to be told. Feedback lets us know if we struck a chord with you.
Distribution: Our website, of course, www.fandomwriters.com. The list archives are welcome to it also. Anyone else, please ask first. We'd like to know where our fic is going.
Rating: NC-17 (eventually – or maybe quickly depending on the whim of the muses)
Category: Crossover, Romance, Angst
Spoilers: All of season 1 of Smallville and season 6 of Buffy: The Vampire Slayer
Pairings: Buffy/Clark/Lex (m/f, m/m, m/m/f)
Disclaimer: We don't own the characters at all (however much we might wish we did). Buffy and all references to BTVS are property of the great god Joss Whedon, et al. Clark, Lex and the Smallville storyline belong to Miller-Gough et al. We're just borrowing them for a while. We promise to put them back unharmed and perhaps a little happier.
Notes: ** denotes internal thought, * = italics.
Summary: What if the Summers girls moved to Smallville? What if Buffy discovered that Clark had a secret and thought he could use a confidant?
Dedications: From Em: To Ace, for her never-ending support and her willingness to work on this with me. She writes both Clark and Lex in a way I could never hope to achieve, and I couldn't possibly have done this on my own.
From Ace: To Em for reminding me why I love Buffy. To Beth for being my Smallville watching partner even when the scripts were awful. To the whole Clark/Lex list for opening my eyes to the potential here. And finally to Christina for her great story; Runaway Trains at 3 A.M. which was part of our inspiration. You can find it at: this site.
 

Chapter 2

"Okay..." Clark looked down at the tiny hands on his chest and then into her eyes. Which reminded him of his own. Neither blue nor green nor brown, but a mix of all those colors. Pretty, she was so very pretty... even prettier than Lana. All he'd have to do was lean down and just touch her mouth with his.

It'd be nice to kiss someone who wasn't under the influence of meteor rocks or out to kill him. To kiss somebody who knew his secret and understood... and even had a secret of her own. But kissing someone he just met wasn't right even if everything inside of him was screaming for him to do it. The touch of her hands was electric. What would her mouth be like?

Buffy smiled as he accepted what she said, but she stood there for a few more minutes just looking at him. She'd lied to herself earlier, when she called him a kid. True he was young, but there was a mature look in his eyes at times, too... eyes not unlike hers, plus there was that sweet smile warming her all the way down to her toes.

At the moment, those incredible eyes studied her seriously but gently and he looked like he wanted to kiss her, but was too shy. Or maybe too aware of the difference in their ages.

And that thought startled her out of the haze she'd drifted into. She wanted him to kiss her, but they could both get into a lot of trouble if anyone caught them. But... was there harm in one more secret? Internally, she argued with herself... one part feeling very much in need of someone who was like her and understood... and the other part telling her that by society's morals, being attracted to him was wrong...

That smile made her even prettier... at least he thought so until her eyes darkened and she stepped closer. The serious look was good too; it made him feel... older. Kind of like she might actually like him that way. Which could be bad cause the minute Lex saw her there'd be no hope for him anymore. Lex collected beautiful women and even Clark knew Buffy was a beautiful woman. She was going to be his assistant, she'd be with him every single day and Lex was so smooth, so sophisticated...

Best friend, yeah, and best friends didn't poach. But Buffy wasn't his... well, anything and Lex was everything that Clark was not. Rich, charming, able to talk to a girl without stumbling over his words inside of ten seconds flat.

So.

Twenty minutes.

Clark gave it twenty minutes before Buffy was wrapped around Lex's little finger and he was forgotten. Left by the curb like last week's garbage while Lex smiled that smile, the one that made Clark feel hot and strange when it was directed at him. A little quirk of his lips, a tiny show of teeth and Buffy would melt like every other girl who'd ever spent any real time around Lex.

It was enough to make a guy resentful. If he didn't like Lex so much, Clark knew he'd hate him for that.

So before she met Lex, he should take this chance. It was going to be the only one he'd have. And really, who would it hurt? Would one kiss hurt? Just to know? Just to know how it felt and how she tasted before she disappeared into Lex's world.

Clark stepped closer too and raised his hand to lightly touch her cheek. He brushed away a lock of golden silk that escaped from her ponytail. Dawn was gonna kill him if she heard about this... and Clark really didn't care.

He always locked up when it came to something he wanted. Clark did anything and everything to help his friends but he never did anything for himself. This... this he was gonna do for himself.

The look in his eyes and the brush of his fingers against her cheek put a damper on her internal argument. Instinctively, Buffy turned her face towards his touch, pressing lightly against his fingertips. She closed her eyes, just savoring the moment, then opened them again and sought his gaze. When their eyes met, she nodded very slowly and slid her hands upward to rest against his shoulders, about as high as she could comfortably reach.

Then she waited. She could not be the one to make the first move... she needed to know that it was what he wanted. That didn't make allowing it any less wrong, but she brutally told her conscience to shut up for once. He might only be sixteen legally, but there was something in him that, like her, made him older inwardly than he was outwardly.

Let Dawn kill him. Clark leaned over, turning his head to one side so they didn't bump noses, and he brushed his lips against hers. She tasted sweet, not cotton candy sweet or chocolate sweet but a different kind of sweet. And he wanted a little more of it, just to make sure. To have something of her to hold onto after Lex snapped her up.

**Be careful, honey, touch careful... don't break.** His mother's earliest lessons wound round and round in his head, the quiet moments where she taught him how to touch using a teddy bear before he could touch anything living, like a kitten. Buffy was like a kitten, all sleek and soft and when he moved back in, her mouth opened under his and he felt the lightest touch of her tongue on his lip. Clark followed that touch, hoping he was doing this right.

He really hoped this was right. It felt too good to be wrong.

Soft and sweet and tentative, that's what their kiss was. Buffy led him gently and made soft sounds in the back of her throat when he followed along. She caressed his tongue with hers, showing him delicately how it could feel and encouraging him to try for himself. She raised her arms and slid them around his neck, standing on her toes to make reaching him a bit easier.

Clark wasn't clumsy or handsy or anything she would've expected from a guy his age. He was a perfect gentleman, letting her set the pace and not pushing for anything more. Her eyes fluttered all the way closed and Buffy just savored the feeling of being treated so gently. As if she would break.

And for once, she didn't protest being treated that way, because she knew he could break her if he chose. That made his gentleness all the more special.

It might have lasted minutes, might have lasted hours. But it was the best kiss he'd ever shared with anyone. One that he'd remember for years and years and years. Definitely worth Dawn bopping him come Monday morning. Letting go was the hardest thing, especially when she clung to him as he started to pull back. Clark wanted to pick her up and take her somewhere safe and dark when they could maybe kiss some more... But they were standing out in the open, where anyone could see and he didn't want her to get into any trouble.

When the whole thing with Amy came down, Lex made a point of educating him on Kansas law, making sure he understood all the ins and outs and the particulars about the age of consent. Mainly because he asked Lex why he'd want to be with Victoria, who was obviously using him, instead of Amy who actually loved him. So Lex pulled out a stack of books and ran him through case law until Clark's head spun.

He still didn't get why being used was better than being loved but Clark did know anything more than kissing between him and Buffy would be illegal because of the age difference. He didn't want anything to happen that would cause Buffy any problems. From the little bits she'd told him and the stuff Dawn dropped hints about Clark knew Buffy had had her share already.

Reluctantly, Buffy released him. She dropped back from standing on her toes and let him stand up straight again. But she wished she didn't have to. Still, she decided that she was the adult and probably ought to act like it. Or pretend to, at least. But she couldn't just let it go at that...

Looking up at him with an almost-shy smile, she murmured, "Thank you, Clark. I can't remember the last time anyone made me feel so special... but we probably ought to get off the road. I don't want either of us in any trouble." She hoped he would understand her meaning... even though they'd only just met, his feelings were very important to her, and she wanted him to understand.

This wasn't a rejection. Far from it.

He ducked his head and nodded. "You're right. Not a lot of people come out here but this is kinda public. Are you sure you want to go to Lex's with me? His place is empty, the servants are with him in Metropolis and I'd understand if you didn't want to be alone after... you know." And there went the blush. It was Kent signal-flare time again, his cheeks and ears flaming hot. Clark wondered if he was ever going to grow out of that habit.

Buffy stepped into his line of sight and looked up at him, thinking that being tiny did have a few advantages. Not many but this was a good one. "That's not at all what I meant, sweetie. I have no objections to being alone with you, and I really liked the kiss we shared," she reassured him.

"I just don't want to get you into trouble, and even though I probably look about your age given my size, people will very quickly learn that I'm not. I don't want you in any trouble... but part of me can't help but wonder if there's harm in one more secret." She admitted that last bit very softly, staring up into his eyes to see how he would react to that.

She was very unsure of herself all of a sudden... was she pushing him? Did he really want to be around her? That questioning thought compelled her to add, "But if you're not comfortable going, then we don't have to..." Her voice was soft, not at all a challenge.

"I liked it too. I'm glad it was okay..." He shrugged, his hands shoved deep in his pockets. Mainly to keep from grabbing her and starting another kiss. After years of thinking about kissing and never getting a chance to try it, Clark really didn't want to stop now that he had somebody who wanted to do it with him. Well... Chloe had wanted to but Chloe was his friend and once you cross that line there's no going back.

Buffy was new, not quite a friend but well on the way to being one. And, yeah, maybe it was shallow wanting to just keep kissing her but he was sixteen after all. Still riding the hormone high that came along with his last growth spurt and the sudden need to do his own laundry. Couldn't he be shallow and selfish just this once?

That is if she wanted him to kiss her again. Maybe he was so bad at it that she was just being polite.

Clark toed a rock in the road, rolling it over a few times while he tried to put into words what he was feeling. He really did want to spend more time with her but he wasn't going to push Buffy into anything she didn't want. "I haven't had a lot of experience which is something you probably don't need to hear. But I do want to go with you to Lex's... You can trust me, I'm not going to jump on you when we get there... that's all I meant."

"I do trust you, Clark. I can see in your eyes that you mean what you say, and I trust you." She smiled and tilted her head. "And if you haven't had much experience, you're a fast learner. I can't even begin to tell you how sweet a kiss that was... it was just right." Knowing that he didn't need to hear it, she kept to herself a comment about the experiences she'd had. If they were really going to have a relationship, he'd need to know.

But that didn't appear to be in the cards, in his mind, and she would never push the issue. "Besides," she added in a lighter, teasing tone. "If you jumped on me we'd find out if I'm strong enough to catch you or if we'd both just fall over. Anyway, are we going to go?" She wondered if he still wanted to carry her there. That could be... interesting. But sweet.

Apparently humor was the right way to go. The small frown on Clark's face disappeared like clouds being chased away by the sun. His smile, quick and friendly washed away the rest of the awkwardness between them. The tension was still there lurking beneath the surface but no longer threatening to overwhelm them.

"Sure. Ummm... I need to pick you up. Is that okay?" When she nodded, Clark moved in close again and swept her up into his arms. She was so light it was like holding onto air and his grin got broader. "Put your arms around my neck and hold on tight. This might feel a little weird." Once she was situated in his arms, Clark tucked his chin down to protect her face from the wind and started to run.

Off the side of the road and into the fields. The corn wasn't high enough to hide his passage so he kept as far away from the road as possible. It was Sunday and most people were still at church so they'd be pretty safe. And besides, he was getting so fast now Clark was sure no one could actually see him.

Winter wheat and early corn whipped past them, the effect of his passage bowing the stalks away from their bodies. It was part of the physics that he hadn't figured out yet but when he ran, he never hit anything. Whatever was in his path bent away, like light bending around a black hole. Maybe if he could talk to Lex about it, his friend might be able to explain the effect. But he couldn't... the only person he could tell any of his secrets to was the person in his arms.

Buffy's eyes were wide in amazement, and she began to laugh. She'd never felt anything like the exhilarating thrill of moving so fast. "Oh, God, Clark... this is incredible!" she spoke directly in his ear so he could hear her over the rushing wind. Clark could cover miles in minutes, and the sheer rush of innocent excitement thrilled her.

There wasn't even a hitch in his breathing as he commented. "I've never taken anyone with me before but it's fun. Hang on." He kicked into even higher gear, running faster than he'd ever run. They soared through the fields, sometimes even leaving the ground for a few seconds. At this rate they'd be at Lex's in half his usual time. Her laughter was contagious, it made him want to dance and sing and fly...

Buffy clung to him, still laughing as her hair whipped around her face. "It feels like flying," she told him between breaths. "Like I could just soar forever... even if it's you and not me doing it." She gave him a bright smile, just for his very own, and watched the farmland fly by them.

He glanced down, caught sight of that smile and over-shot Lex's place by a quarter of a mile. The furrow he left in Mr. Rawlins' field when he realized his mistake was pretty dang deep. He was going to have to fix that before anybody noticed. Something to put on his chore list for this week. Luckily it was the one being left fallow this year so he had a couple of days to take care of it.

Clark blushed, embarrassed by his lack of an attention span, then backtracked, coming to a halt in front of an impressive set of gates. He set Buffy down on her feet and on impulse, kissed the end of her nose. She was too cute to resist. Plus the freedom of not having to hide his secrets from her made him bold. "That was great. I'm glad it didn't scare you."

"Never," she answered lightly, wrinkling her nose at him and earning a light laugh. "It was great and wonderful and completely unlike anything I've ever felt before. Thank you." Buffy looked up at the gates, then through them, and let out a low whistle. "Your friend lives here..? This is bigger than Angel's mansion! It's huge!" She was clearly awed, and for the first time wondered just what kind of person her boss really was.

"Yeah. Lex's dad had it shipped over from Scotland stone by stone. The trucks rolled through town for weeks. But nobody lived here until Lex moved in last fall." Clark tapped out a code on the security panel by the gate and after a moment something clicked. He swung the heavy wrought-iron gate open enough for both of them to slip through and then closed it behind him. "Lex says it's great if you're in the market for something to haunt... And you should see his cars. I think he drives a different one every day."

Taking her hand, Clark led her past the gardens and up the front drive to the main walkway. "I've got a key to this and the back door." He knew he was showing off a little. Both showing off his friend's home and showing Buffy off to it. Even though there was probably no one there to see. Lex had taken the whole staff with him to Metropolis so if they ran into anybody it might be the lawn guy and that would be about it.

Squeezing his hand gently, Buffy followed him up the walk. "He must trust you a lot. It's good to have friends like that. Back in Sunnydale, my best friend lived with me and Dawn. And our other friends were there all the time. We didn't lock doors much, though, unless no one was home or everyone was asleep. Vampires are the most prominent baddies in Sunnydale, and they can't enter a home without an invitation from a resident."

"I look after the place when he's out of town or out of the country. He gave me a key so I could raid the library... mainly cause I hadn't read 'To Kill A Mockingbird' so he thinks my education's been lacking. Most of his books are weird though. Lots of stuff about wars and Alexander the Great." One-handed, Clark fumbled for the key.

He found it tucked down in a pants pocket along with a half-eaten roll of breath mints and a square of chocolate he'd forgotten about. The breath mints fell out of his pocket and scattered on the ground when he pulled the key out. "Great, Kent... Really smooth."

Buffy knelt and picked up the handful of mints as he opened the door. "I only got halfway through 'To Kill A Mockingbird,' honestly," she admitted, tucking the mints into her coat pocket. "The past six years have been spent fighting evil, and my education has suffered somewhat because of it. I got great SAT scores, but barely passed some of my classes." She wasn't proud of it, but it was the truth.

"Lex called me Atticus, said I reminded him of the character or the character reminded him of me. I don't remember which." The door unlocked easily, the mechanism kept well oiled by the army of servants that normally swarmed around the place. Clark held the massive oak door open for Buffy, waiting for her to move into the dimly lit hall.

"The light switch is over there... let me get the alarm." He hurried over to the keypad and punched in another series of numbers. A red light on the pad flicked off and Clark breathed a sigh of relief as the normal amount of green lights appeared. So far, so good. They were here and now he could see what Buffy could do.

As Clark moved even further into the great hall, they were greeted by a rich, amused voice from the top of the stairs. "Clark... I didn't expect to see you here today." Liquid tone, very masculine but honey-sweet with an emphasis on Clark's name. Like it was something incredibly special. Something precious.

"Lex!" There was no mistaking the delight on Clark's face or the bounce in his step as he moved toward the stairs. "Could say the same myself. I thought you were still in Metropolis." His whole face was alight with joy. If he'd been a puppy, he would've been wriggling. He hadn't seen Lex all week and while his presence put a damper in Clark's plans, he honestly was glad to see him.

"Dad had to catch a flight to Stockholm so I got released early." The voice was moving too, coming closer and the first sight Buffy had of her new boss was of him descending the stairs rather quickly and not stopping until his hand was on Clark's shoulder. Tall, not as tall as Clark and his face was handsome. Smooth line and curves in contrast to Clark's sharp angles, his mouth following the curved theme as generous smile graced his features. Well-dressed, in a dark button-down shirt with black slacks and the nicest shoes Buffy had seen since leaving L.A. He even wore cufflinks.

But the most striking thing about him was that he was totally bald.

Buffy did her best to fade into the background as she watched the two men in front of her. Definitely handsome, Lex had an air of assurance and utter confidence that Clark lacked... but his eyes had nothing on Clark's. Even though Lex's eyes sparkled as he watched his friend, the sweet innocence and genuine gentility that Clark's eyes held was not to be found in Lex's.

This was a man trained to business, to ruthlessness... and though he did appear to have a gentle side to his nature - perhaps brought out by Clark? - it was something that he could show or not show by choice. Or so she'd been able to pick up in this limited amount of time.

"What brings you out here?" Lex asked casually, studying his face. It was great to see Clark after days of boardroom back-stabbing. His dad's injuries had sparked an abortive coup within LuthorCorp and Lex stepped in to help avert disaster. Plus, he'd gotten the buy-out signed, sealed and delivered. Starting tomorrow morning, LuthorCorp Plant number 3 was officially LexCorp Plant number 1.

As elated as he was by that fact, Lex found Metropolis grated on his nerves now. He missed Smallville and mostly, he missed Clark. His friend always lifted his spirits. Both with his innocence and his sense on homegrown morals. After a week in corporate hell, Lex knew the only thing that kept him from turning into his own father was one Clark Jerome Kent. Quite the monumental discovery...

God, it was good to see Clark again. There were so many things he wanted to tell him.

Unaware of the other occupant in the room, Lex caught Clark's sudden blush and wondered what caused it until he noted a movement by the door.

Turning his attention from Clark, he spotted a girl... probably Lana or Chole's age and while she was blonde, she was definitely not Chloe. Clark had brought a girl to his house... while he was out of town. Kent, you sly dog. Plastering a charming smile of his face, Lex dropped his hand from Clark's shoulder and moved toward the unexpected guest. "Clark... introductions?"

"Oh... Umm... Buffy Summers, this is my friend Lex Luthor. Lex, this is Buffy. Her sister's in my class at school. They just moved here from California." Clark followed Lex, shuffling his feet a little as his friend held out his hand toward the girl he really liked. He watched Lex pour on the charm and knew he didn't stand a chance any more.

Twenty minutes or less. Anybody care to take the bet?

"Miss Summers, it's a pleasure. Any friend of Clark's is a friend of mine. Can I offer you two anything? Some water? Maybe some of the Kents' excellent apples?" He shook Buffy's hand, noting the strength in her firm handshake as well as the fact this was no girl. This was a young woman, an incredibly beautiful young woman. Soft golden hair and eyes so like Clark's he felt his heart skip a beat.

Jesus, there was no knocking Clark's taste in women. And this one was actually old enough...

"Pleased to meet you too, Mr. Luthor. I'm fine, but thank you for offering." Buffy smiled sweetly as she shook his hand, aware that he was pouring on the charm. He must do that for all the women because there was nothing particularly special about her. She gently disengaged her hand and used taking off her coat as an excuse to keep to herself. Lex intimidated her, not the least of which was because of her own insecurities about herself.

Not to mention the fact that he was going to be her boss.

She smiled shyly and folded her arms in front of her with the coat draped over them. It was a defensive move, and she knew it, but couldn't stop herself. "I'm sorry if we disturbed you, but we didn't think you were home. Clark was telling me about the gym that you have, and offered to show it to me." There... complete truth without giving reasons why. She hadn't had to deceive him at all.

"Oh, by all means. Clark has the free run of the place." The defensive posture wasn't missed at all. Interesting, she was putting space between them quickly, letting him know where the boundaries were. Definitely not the actions of a high school girl. Pity... She could have been a lot of fun.

Anything would have been better than the disaster with Victoria. Ah well...

Lex shot a quick look up at Clark who, as always, wore his heart on his sleeve. Apparently Miss Lang had been replaced by this delightful creature. Excellent... this one had some personality and might be a good match for his young friend. Even if she seemed closer to his age than Clark's. "Why don't you take her there, Clark? I have some projections I need to study. I'll check in with you later... We can have lunch."

Buffy almost asked Lex what kind of projections, but she figured that she would find out come Monday if she were meant to know. Instead she said, "That sounds nice... we can take a break for lunch, can't we Clark?" She looked up at him and wondered if he was surprised by her reaction to Lex. He certainly seemed to be... as if he were convinced that he was nothing compared to the older man.

She really would have to convince him that he was wrong, if those were his thoughts. Maybe some girls went for the powerful type. Buffy really didn't. She'd been hurt by that type before, though she knew neither of them knew it.

"You sure you don't mind, Lex?" Clark asked even as he moved closer to Buffy. She took a step closer to him as well and reached for his hand, which he gladly gave. Lex was being his most charming and she wasn't falling for it. Wow.

"Of course not. My castle is your castle. I'll meet up with you two in about two hours, all right?" Curiouser and curiouser. Clark had a girlfriend that no one knew about. And she was stunning, absolutely stunning. Lex's competitive nature was goading him to step into the fray, to cast his gauntlet into the ring but for Clark's sake... he could let this one pass him by.

Besides would the gauntlet be thrown against Clark or for him?

"Great. C'mon, Buffy. It's this way." Holding onto her hand, he led her through the foyer and into one of the side halls. Lex watched them go, his hands buried in his pockets and he contemplated how this young woman's arrival in their lives would change their dynamic. He hoped it would turn out for the best. It was good to see Clark happy and relatively confident.

But the name was too familiar. Summers, Summers, he'd heard it somewhere before. Lex cocked his head to one side and it came to him. Eric Summers, the kid that hurt Clark, the one that put his friend into the hospital and earned himself a spot in Lex's little black book.

She might be a relative, she had the look about her. Small and blonde and thin. He'd checked Eric out himself, flatly amazed a kid that slight could throw Clark over sixty feet and break the roof of a car with him. Eric Summers was another meteor mutant, although the awesome power he'd erupted with those few days in February had disappeared without a trace, leaving behind one hurt and confused kid.

A kid Lex was watching like a hawk, should Eric ever return to Smallville and try to hurt Clark again. That would be the last mistake Mr. Summers ever made. If Buffy was a relative of his then she bore watching as well. He wouldn't let Clark get hurt. Not again.

Buffy began to relax when they rounded a corner and were out of Lex's sight. "Okay, I'm coming!" she teased. "Just don't get me lost in this place!" Teasing was a very easy way to hide her tension, and she was glad that they had two hours before meeting Lex again. Two hours for her to get used to the idea. Also, she'd seen the way he looked at her and Clark: kind of speculative, with a knowing look at Clark.

She wondered if Lex suspected anything unusual about Clark; he appeared to be an astute man, very quick on the uptake. Also, she couldn't help but wonder if he would say anything about the two of them. To anyone. It was a... disturbing thought.

Clark laughed, holding her hand tightly as he led her through the maze of corridors. The castle was easy to get lost in, even with X-ray vision. "First time I came here, I wandered around for what seemed like hours. Finally found Lex upstairs. He was fencing and he lost... He threw the foil and hit the wall about a foot from my face."

"Oh, goodness. Bothered him that much, hmm?" she asked, curious. "When did that happen?" They were obviously very close... how long had they known each other? Clark had mentioned the car accident... but he hadn't said when it happened.

"Right after the accident last October. Lex gave me a truck and Dad wouldn't let me keep it. So I was bringing him back the key." He led her past three more hallways and turned right at the fourth one. Then led her up a flight of stairs, the light coming through the stained glass windows painting his skin in vibrant colors. "The gym's just down this way."

"Last October, only?" Buffy was rather surprised. Clark seemed the type to make friends easily, but Lex didn't come off that way. Maybe it was the whole saving his life thing. Gratitude could have that effect on people.

"Yep. Once he got past trying to pay me for saving his life, we became friends." Clark came to a halt in the middle of the hall with a concerned look on his face. His voice dropped as he considered what to say about the whole problem between his dad and Lex. His dad was a good guy but where Lex was concerned, he got pretty irrational. "Dad doesn't like him. He says the apple doesn't fall far from the tree and Lex's dad... is a jerk."

"By all accounts, so is mine," Buffy offered in a soft but reasonable tone. "Neither Dawn nor I have seen him since right before my junior year of high school. He missed my 18th birthday, Dawn's 16th... Christmas, Easter, Thanksgiving... we barely even hear from him. But our mom made sure we grew up right. If Lex had someone like that in his life to be his role-model, he could easily be completely different from his father."

"He did, when he was younger. His mom... he doesn't talk about her a lot but I've got the feeling she was pretty special. She died when he was twelve." Clark looked back the way they'd come and concentrated. The walls disappeared, dissolving away as he scanned the castle. His eyes went completely unfocused for a minute or two while Buffy watched him and then he nodded. "Lex's in his office now. We won't have to worry about getting interrupted. Gym's right over here." He pointed to a door a few feet away.

"Losing a parent, especially when she's the only one you feel who loves you, is a tragic thing. I can sympathize with him. My mother died last year, and I almost lost it." Shaking herself, she smiled and tried to dispel the suddenly somber mood. She led Clark to the door and opened it curiously. "So, let's see what's in here, shall we?"

She entered the gym, looking around with wide-eyes. "Oh my God, this place is huge..!"

The gym had just about everything anyone could possibly want to work out with. Punching bag, exercise equipment, and God only knew what else. There were wall-to-wall windows and the light that spilled into the room illuminated every corner. What a great place to train, worlds better than the space Giles and the gang had put together for her at the Magic Box. And the space at the Magic Box was hundreds of times better than the small space she'd set up in the basement of her current home.

"Lex likes to keep in shape." Clark looked a little embarrassed as he waited followed her into the gym. He shuffled his feet on one of the mats, remembering some of the comments he'd caught in the halls at school. "Buffy... some of my friends think I hang out with Lex because he has all this stuff. That's not the case. I really like him. He's smart and he's funny and he knows just about everything in the world. He's been everywhere in the world... Unlike me."

Buffy looked up at Clark with an expression of surprise on her face. High school had been a few years ago but she hadn't forgotten how cruel some kids could be. How some people just didn't try to understand anything or anyone that wasn't just like them. "Anyone who thinks that has never seen you interact with Lex, Clark. It's obvious just from the way you change when he comes into the room that you really do like and care about him." Secretly, Buffy wished that he would look at her with a similar light in his eyes.

Even if, like with Lex, he only wanted to be friends... just to have someone care about her that much, again... like Willow did in high school, or Giles had before she started college... it would mean everything to her. Though she hid it well, Buffy felt very alone. Clark was already helping with that, somewhat; Buffy was no longer the only abnormally strong person in the world. She wasn't the only one who saw odd things or had special abilities that she used to protect people.

Clark stuffed his hands deeper into his pockets to keep from grabbing Buffy. Why was it when she looked at him like that, all he could think about was kissing her? She looked so sad, like the weight of the world rested on her shoulders and they were such little shoulders. Stepping closer, Clark debated just leaning over and kissing her. He thought about it long and hard before asking. "What would you like to try out first?"

"Well," she began slowly, "if we're going to go around trying stuff out so I can show you what kinds of things I can do, that could take a while. Which means I should stretch out and warm up a bit first. If you don't mind too much? Maybe I could go through one of the Tai Chi katas that I know... it'd warm me up pretty well, and I'm told that it's very pretty to watch."

It was just an idea, but warming up first would be a good idea. Not like she ever got a cramp or pulled a muscle or anything if she hadn't warmed up first... it just got her body working better and boosted her endurance levels.

"I'd like that. Maybe you could show me how to do them? I pick the physical stuff up pretty quick." He took her coat and folded it up again. Carefully, Clark laid it down on one of the benches along with his own. The flannel shirt went next, leaving him wearing a tight t-shirt and jeans. "Maybe I should take the boots off too?"

"Yeah, that might help." Buffy nodded and sat on the floor to slip out of her shoes and take off her socks. She waited until he was done doing the same, before preparing to get up. She smiled gently at him when he held out a hand to help her to her feet and placed her hand in his larger one. He lifted her easily and then she led him to a clear space on the mats. "Sure, I could show you. I'll start with a really basic one."

She stood them in front of a mirror. "Watch what I do and try to copy it. It's very slow, very controlled... and I'll slow it down even more, and I'll watch and correct you if you need it. Okay?"

"Sure." He watched as she went through the first few moves and tried to mirror them. Clark's initial attempts were clumsy but he told the truth, physical stuff came easy. By the fourth pass, he had the moves down. Slow and graceful, bending to stretch every part of his body. Long sweeps of muscle moving under the thin veneer of cloth that clung like a second skin.

"Good... very good. You do learn this stuff quickly. Now we'll try it at normal speed... it's still slow, compared to something like walking, but faster than we were going." She went through the first few moves to give him an idea of the pace, then they began again. He kept up beautifully, and she studied his movements with a keen eye. The boy was pure strength in his controlled movements. Absolutely gorgeous.

When they'd finished the repetition, she spoke up softly, "Clark? Switch places with me, please? And watch in the mirror as much as you can... I've seen this done by two people of differing heights before, and it'll look cool if we switch..."

She wanted to move to stand in front of him... when he reached forward, he would almost be touching her, and when straight out his hands would be level with the sides of her head, above her shoulders. This was the way Angel had taught her but this time she'd be able to see her partner in the mirror.

Clark did as requested and followed her movements, alternating his concentration between her and the mirror. The first time he reached out, his hands brushed along her cheeks, fingertips almost catching in her hair. Warmth spread along his fingertips, then up his arm.

The second time, his movements were more controlled but when he stepped back, he touched Buffy again. Drank in the soft texture of her skin and almost lost himself in her eyes as she looked up at him. God, could she be any more beautiful?

"You see?" she murmured in the middle of the kata, when they were very near each other and, once again, his fingers brushed against her hair, "it looks beautiful this way. Kind of... captivating." Her quiet tones didn't break the spell that seemed to be cast over the room, rendering them both vulnerable to the other as they were caught up in the flowing strength and quiet beauty of their matched movements.

"It's beautiful because you are." No sooner were the words out of his mouth before Clark blushed. He missed the next movement and pulled all the way back away from her. "I'm sorry. I messed it up."

Buffy turned and caught his hands. "Don't back away, please," she whispered. "Clark..." She hesitated, looking up at him without being aware that all the loneliness and heartbreak of the past few years showed in her eyes and the turn of her mouth. "You never have to pull away from me. Not ever. And maybe I am beautiful," self-doubt crept into her voice briefly as she said that, then faded again, "but you're even more than that. You're gorgeous, Clark... stunning."

The blush deepened but he didn't pull away anymore. There was so much to see in her eyes and the sad lines of her face. If he could make the pain go away, even for a moment... maybe he could be what Lex called him all the time. A hero.

Two steps forward and he could feel the heat from her. One more step and he could feel her. Clark took those steps, leaned over and kissed her cheek... then when Buffy didn't move away, his mouth drifted over to cover hers. He couldn't keep from kissing her even if he tried. She drew him in, called to him with every breath, every movement.

Buffy wrapped her arms around his neck and kissed him back. Softly, gently, leaving it up to him to change it or not; she was too afraid to ask for anything because she didn't want anything more than he would give willingly.

Soft, she was so soft and she smelled so good. Clark could feel her heart beating against his chest, felt it speed up as he opened his mouth and touched his tongue to hers. He really didn't have a lot of experience at this. In fact, Buffy was the first girl he'd kissed more than once so he hoped he didn't get it all wrong.

Buffy felt his tongue against her lips and gently led him into another soft dance. He'd taken the step, and she would gladly teach him anything he wanted to learn. Even if he was inexperienced, he was so sincere about everything that he did. And that made up for a lot.

As with the Tai Chi, Clark followed her lead. He got bolder on each pass but always kept in mind his strength. The arms that cradled her were gentle and the hands that slid into her hair, loosening her ponytail were equally as careful. When the first kiss ended, another began... each sliding into the next. Clark wasn't sure what was happening here or why it was happening so fast. All he knew was how right it felt.

Tender, he was so tender with her. It filled her with warmth, knowing that he was being so careful. It had been so long since anybody touched her this way. Too long. Buffy let him experiment, but also sometimes she showed him new things. She taught him things that she liked by doing them to him.

He kept his lips soft, his tongue rubbed along the top of hers and then let her explore his mouth in turn. A little part of Clark was ready to bounce around the room, ecstatic that he finally got a chance to really kiss a girl. But the rest of him was totally focused on the actual kissing. The mingling of breath, the slide of lips together as well as the unexpected heat of being so close to someone else.

Buffy let the kisses continue until they were both completely out of breath, then pulled gently back. Just moving her head, unwilling to actually move out of his arms. She opened her eyes and looked up at him with a gentle, peaceful, contented expression. "You're so sweet, Clark," she whispered. "Always so gentle."

"Years of practice. I used to break things when I was little. Lots of holes in the walls." He brushed a lock of hair out of her eyes, already missing the feel of her mouth against his. "Why do people ever stop kissing? It feels so..." At a loss for words, Clark leaned forward for one last kiss.

"So lonely..." Buffy murmured, finishing his sentence just before their lips touched. She leaned into the kiss, gently explored again while he did the same. Each sought to memorize the feel of the other, as if to comfort themselves for having to stop eventually.

Clark agreed with her, only silently. His lips were too busy to waste time on words. Lifting her up into his arms expended no effort on his part. Neither did carrying her over to a convenient weight-bench and sitting down with her in his lap. All that mattered was that he not stop kissing her...

Buffy curled lightly against his chest as he picked her up. When they were sitting together, she slid her arms more fully around his neck and her fingers tangled gently into his hair. She held him and he held her, neither wanting to let anything separate them. Even though they both knew that they couldn't stay like this forever.

It was finally Clark who broke away. He had to take a moment to catch his breath and calm down. This was wonderful and he loved kissing Buffy but he didn't want to push for anything else. They'd only just met and even though he felt like he'd known her forever, he could hear all his dad's lectures about girls and kissing and where it leads. And that thought both thrilled and terrified him.

Buffy rested her forehead against his shoulder until she caught her breath, still snuggled against him. But she felt him begin to tense, and she lifted her head and sat up straight to look at him. "Clark?" she asked gently. "Are you okay?" She bit her lip and waited, concerned for him. Worried that she'd pushed Clark too much without meaning to. Worried that he might have changed his mind about her.

"Ummm... yeah. Just..." His face was probably redder than his discarded flannel at this point. Buffy was straddling his lap and if she moved forward again, she was going to feel his very embarrassing reaction to her presence. With all his worries about this going too fast, she really didn't need to feel that. This was almost as bad a getting an erection during math class... worse because she was going to notice.

He was blushing. Why was he blushing? She shifted again, just slightly, and suddenly she knew why. He was embarrassed by his natural reaction to her body being pressed close to his. "I can move, if it would make you more comfortable," she offered gently. "You don't have to be embarrassed, Clark. I'm not... it's perfectly normal. And it happens to women, too, it's just not quite so easy to tell." Gentle, soothing tones.

She hoped to reassure him and not embarrass him further.

He wasn't used to girls who talked this openly about things. Instantly curious, Clark looked up into her eyes before blushing even more. "Oh... ummm... if it's not too personal, what happens to women?" God, did he actually ask that question out loud? His face was so hot he was surprised that she didn't burn her hand when she touched his cheek.

It was a wonder that he actually still had an erection considering how much blood was in his face right now. **Smooth, Kent, really smooth. Not only do you draw attention to your problem but you ask her that? Pete's right, I do need a script.**

Buffy smiled and smothered a laugh. Cute, he was so cute and so red and falling in love with him would be so easy. "I suppose it's only fair. I'm sure that high school health classes teach the mechanics, but that never really helps, does it?" She didn't wait for an answer before continuing. "Women start to flush and feel warmer, too, and we... well, men get hard and women get wet. Here, I mean," she said, indicating the juncture of her thighs.

She managed to explain fairly clearly, she thought, but not without blushing a little herself. And making Clark blush more, but he seemed to not feel so bad about it when he saw her blushing too.

Clark looked up at her, peeping out from underneath a dark curtain of lashes while he took in what she'd told him. He knew this stuff, studied it in school but it was one thing to read it in a book and quite another to be up close and personal like this. Being able to touch and to taste and to breath in sweet vanilla mixed with something else... something uniquely Buffy. It was way too soon to ask if he could touch her there, though he really wished he could. Touch her and find out if she was as excited by all this as he was...

And he was excited, really excited. Clark felt dizzy and off-balance and it was a good thing that Lex didn't keep any meteor rocks around because that's the only other time he felt like this. Only there was no pain. No pain at all other than certain pieces of clothing being way too tight.

This was crazy. Really crazy. This wasn't the way his folks raised him to be but from the first touch of her mouth he'd been lost. No... it was earlier than that. From the second he'd looked down at her over the railing of the loft he'd been a goner. His problems with Chloe – forgotten. His years' long crush on Lana out the window as well.

Maybe this was an alien thing. Maybe he'd hit puberty or come into season or something like that. Hell, he didn't even know what planet he came from let alone anything about this.

Buffy read the questions in his eyes, managing to follow his line of thought better than she knew. It was much, much too soon to be more intimate than they were already being. But she could at least satisfy his curiosity about one thing. "If you're wondering if I'm being affected like you are, the answer is yes," she admitted softly. "But we really shouldn't let this go any farther, right now." She sighed and took a deep breath.

"I like you too much to rush into anything. Too much to let anything happen that you might regret later," she continued after a quiet moment, being fully honest with him. She'd learned that much in the past year... she needed to be more honest with people. "I know that I haven't known you very long, Clark, but I already care too much to let you be hurt the way I was in the past."

Not that she would lose her soul if she slept with him, underage or not, but even if they did both consent to it at the time he might have regrets later. She never wanted him to have regrets. Not where she was concerned.

The disappointment was monumental but also momentary. She was right and Clark was honestly grateful that she was putting on the brakes. Especially since he couldn't figure out where they were in the first place. Clark closed his eyes, took a deep breath and nodded. What Buffy said made sense, made perfect sense. Now if he could just get his body to behave.

"I... yeah, that makes sense. And I don't want to hurt you. I really don't." Clark pulled himself together and kissed her on the cheek. "Thanks for being the voice of reason."

"You're welcome," she replied. "Though it's not so much being the voice of reason as of experience. I've been through some things that I wouldn't wish on my worst enemy. And while those were unique circumstances and can't happen again... I would never want to take chances with your feelings." Buffy cradled his chin in her hands, looking into eyes that seemed to mirror hers. "Does that make sense?"

"It does... If... If you ever want to talk about what you've been through, I'm a good listener." His dad was always telling him what was worth having was worth waiting for. He could wait for her, could wait until the moment was right. And even if the moment was never right, Clark liked Buffy and he could be content with nothing more than a friendship. After all, he'd mooned after Lana for how many years and now he was one of her best friends.

"Oh, Clark... it's very sweet of you to offer, but most of it is nightmarish at best." She shook her head and gave him a small, almost sad smile. "I try not to inflict my traumas on anyone. I get by, one day at a time. Perhaps sometime you'll need to know about it... it is part of who I am, after all. You'd need to understand my hang-ups and insecurities if we were ever to be... be together." The last sentence was softer than the rest, laced with hope but also a little fear.

"But until we get to that point, you're better off with your innocence, I think." Innocence... another thing she'd lost young. But Clark still had it. And Buffy didn't want to be the one to take it from him. She'd do anything to help him keep it for a little while longer. Even when that meant denying what she wanted.

Sad, she was so sad. And there was nothing he could do to make it better. He couldn't take the pain away or change the past... but he could affect the future. Clark wanted to do that and he would do that. "I can wait. Just... remember that I'm here if you need me." He kissed her cheek again, lingering for a moment before helping Buffy to her feet.

If Buffy really wanted him to keep his innocence any longer, a change of subject and focus was in order. "Now... why don't you show me what you can do, huh?"

*****

 
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