Disclaimer: Smallville and all related elements, characters and indicia © Tollin-Robbins Productions and Warner Bros. Television, 2002. All Rights Reserved. All characters and situations—save those created by the authors for use solely on this website—are copyright Tollin-Robbins Productions and Warner Bros. Television. Superman created by Jerry Siegel and Joe Schuster.

Author's note: Beta read by Lolita Luthor and Mike. Thanks for putting up with me :)

Hero Complex
by Princess Twilite

Pete straightened away from the porch railing when the door to Chloe's house opened. Chloe came out a second later, her backpack tossed across her shoulder, a stern look on her mouth. She closed the door quietly, as if Gabe was sleeping inside, stepping carefully away from the door and turning to leave.

She jolted when she saw him standing there. "Pete!"

"Hey." He eyed her. She looked as good as she usually did. "Where you going creeping around like that?"

Chloe looked uncomfortable. She gripped the strap of her backpack harder and avoided his gaze as she took a set of keys from her pocket. "Oh, I just have a few things to do in town."

"Yeah? Want some company?" Pete asked, following her down the steps. She tossed him a glance over her shoulder, but continued walking. He jogged to catch up with her, slowing her with a hand on her forearm. "Nah, I figured you wouldn't. See, there's this funny rumor going around town."

Chloe stopped walking, glaring at him. "What do you WANT, Pete?"

Pete pursed his lips, stepping back. He told himself that she wouldn't get past him this time, that she wouldn't casually tell him to fuck off with her eyes. And if she did, he wasn't going to let it bother him.

"A lot of things, but we don't always get what we want. I'm telling you that you're not getting out of it this time. What the hell is going on with you?"

Chloe shrugged, twitching an eyebrow at him. "Not much really. I've just figured some things out about life, that's all."

"Huh." Pete looked down at her hands, tensely wrapped around the keys. "And do any of these discoveries lead back to a certain absent love of your life?"

Chloe tossed her head regally, sniffing. "Hardly. If he's run off to Timbuktu, I really don't care. Whatever I felt for him has died a quick death, believe me."

"Yeah, okay." Pete released her arm and Chloe immediately began walking toward Gabe's truck. Her car had been in the shop for a few days, he'd heard. Something about putting too many miles on it too quickly. When she was at the door, he called out, "But I still keep wondering if that has something to do with you visiting Lionel Luthor on an almost daily basis."

She froze, hand on the door handle.

His stomach gave a quick throbbing ache that he forced away. "Dammit, Chloe - what are you thinking?"

A question for the century. When she didn't turn around, he cautiously approached her stiff-shouldered form, as if she might physically attack him if he weren't careful of his steps. The look he'd seen in her eyes half of the time this past month had him thinking that maybe she would. This Chloe, this strange incarnation of the girl-woman that he knew, made him feel a little sick with the fear of losing her forever to something he didn't quite understand, or even want to.


'C'mon girl, get a grip. Face me. Talk to me.'

She turned at last, leaning her lower back against the door and looking at him through a chunk of blonde hair. Sunlight, as persistent as ever, caught on that slice of hair, throwing light off the strands. Pete shoved his hands firmly into the pockets in the front of his jeans, curling his fingers until the tips touched his palms.

'Don't touch.'

"You have no idea what you're talking about," she said to him, voice as dry as the dust on his heart. Misused. She shifted, tucking the unruly piece of hair back behind her ear. "You need to stay out of this."

He laughed, quick and bitter. "Not happening."

She shrugged, casually. But her eyes...


"Suit yourself," Chloe replied carelessly, opening the heavy door and sliding behind the wheel. She tossed her backpack across the seat, studiously keeping her eyes away from him, chin against her chest. Pete stepped forward impulsively as she pushed the key into the ignition, preparing to start the engine. He grabbed the door, fingers curling around the half-open window.

She looked at him then. Serious. Tired. "Let go, Pete."

He matched her look, maintaining his hold on the glass. Her expression tightened by degrees until her mouth was pulled taut. It was as if purse strings knotted her lips together. She tore her eyes away and faced forward stiffly, wrapping one hand around the steering wheel as she used the other to turn the key in the ignition.

"Please, let me go." The way she whispered it had a burn starting behind his nose, spreading outward in slow, sweeping strokes. Slowly, his fingers fell away from the glass. Swallowing, he stepped back from the truck, not only because she might run over his toes, but just *because*. He heard her shift into gear.

Pete stood there for longer than he should have, watching the truck drive off down the road. He could see the back of her head through the rear windshield, burnished by afternoon sunlight, an angry yellow that he no longer recognized.

Pete sat on the park bench in the middle of town, slowly eating a sandwich. He chewed thoughtfully, eyes narrowed on the street in front of him. The taste of mustard teased his lips, sharp, like the anticipation of waiting. He waited now. Chloe would be driving down the road any minute, eyes a little blank, face a little pale.

He'd been watching her for two weeks. At first, he hadn't known what was going on. Clark was gone, Lana was upset to the point of desperation, and Chloe hadn't seemed to be fazed at all. Truthfully, Chloe hadn't seemed to be there at all. Every time he tried to talk to her, she'd quickly find something else to do. It was always urgent. It was always the sight of her back as she walked away.

To say that he'd grown concerned would be putting it lightly.

For a while, he had just let it go on. But then, two weeks ago, he'd seen her driving home with that look on her face, and there had been no 'letting it go on' about it. The next day he had followed her from her house, all the way to the Luthor mansion. He'd sat there for a long time in his car, breath backed up somewhere in his lungs, staring at the bricks of the building from afar.

Something about that familiar truck sitting in the yard of the Luthor's had been like a kick to the solar plexis. He never followed her again after that, but he watched, and he waited. It was what he did best.

The sandwich was almost gone. Pete put the final bite into his mouth and licked a final dot of mustard from his thumb. A woman in her early twenties passed him, carrying two shopping bags, hair done up into a shiny braid. He nodded to her, lips tipping up as he slouched against the back of the bench.

She blinked, blushed, and hurried on.

"I just have that effect on women, I guess," Pete said, smirking to himself. He tapped his fingers against the wood where his hand rested, eyes turning toward the mouth of the street, waiting. The smirk faded gradually. "Most women, anyway."

Chloe usually drove by the same time every evening. It was the only comfort he had, and it was marginal at best, but at least he could know that she left safely.

"C'mon," he muttered, staring hard at the stretch of road where he wanted her to appear. "Hurry up and get out of there. Don't be stupid."

Ironic. It was stupid of her to even go inside. But that was Chloe, curious to the core. There was this joke he knew, about Curious George and a banana... He stopped thinking. Her truck appeared, as if he'd thought it into existence, buzzing down the road at breakneck speed. Pete straightened, back ramrod stiff, watching her face as she passed him.

She didn't see him. She *never* saw him.

Were those tears?

He left the wrapper to his sandwich behind on the bench as he ran toward his car.

Pete heard her curse loudly when he got out of his car, watching as she slid inelegantly out of the truck, wiping tears from her face with the back of her hand. She slammed the door, putting extra force behind it, and then turned in his direction, striding with determination toward him. He shut his own door, more gently than she had, and waited for her to reach him.

When she did, he almost expected her to hit him. Her cheeks were flushed, hair sticking out a little madly. Instead, she put her palms on her hips and glared at him. "What is it with you today? You're everywhere. Like a leech."

Pete shrugged. "At least I'm not sucking your blood. Why are you crying?"

Chloe glared harder. "I told you to leave me alone. I just need to be by myself and deal with things for a while."

"And I asked you why you were crying. It's beginning to look like neither of us is going to get what we want." Carefully, he withdrew his fingers from his pocket and reached for her cheek. She didn't flinch or stumble back, but grew very still as he touched a drying tear with his thumb, stroking it away gently.

He met her wide eyes. "Or maybe you're gonna tell me. We used to be friends."

"Used to," she said, softly. A sad smile played upon her mouth. "Things keep changing so fast I can't keep up with them."

"They don't have to change," Pete replied emphatically, dropping his hand to his side. His fingertips throbbed. "Just because Clark ain't here doesn't mean you have to act this way."

The stone in her seemed to harden further. "I'm not acting any 'way', and if I am, it's not because he's gone. It's not about him at all. It's about me being tired of waiting. For him. For everything. I want it now."

That hit a little too close to home. Pete looked at a spot somewhere over her shoulder as he responded. "We all get a little tired of waiting now and again, but we don't go out and make some strange pact with the devil to make it go away. When the exhaustion ends, the waiting will still be there. You learn to live with it."

"You talk like you know," Chloe muttered, frustration glowering from her face.

"I do." His hands clenched at his sides because of it.

"Right," she scoffed. "What have you ever waited for? You lost your virginity when you were fifteen."

"You don't know me as well as you like to think you do, Chloe Sullivan," he mumbled, not looking at her too directly. "There are some things I might not have told anyone. Some things you might not even know about."

After an uncomfortable moment, where his heart beat a little too hard and all those maybe-kinda-sorta moments ran through his head with lightning speed, she coughed discreetly, clearing her throat. Her voice was light when she spoke. Falsely exuberant.

"Whatever. Look, I'm tired. I've had a long day. I'm going inside and getting into something trashy with many holes." She gestured down to her feet, toes lifting off the ground in emphasis. "Getting out of these shoes."

Pete eyed her pink-painted toenails. And then her ankles. Her calves. STOP. "Nice sandals." He smiled at her. She gave a nervous grin in return, as if she hadn't done much of it lately.

Pretty. Very, very pretty.

"That's what I thought when I bought them." She tapped a ruby-tipped finger against her temple. "I didn't think about the fact that I'd actually have to walk in them."

"They're pretty," he said. Silence was his reply. "Look, Chloe - can't we talk? Just for a little while? You can tell me what's going on."

"Not without you making judgements." Chloe took one step back, and then another. Could you watch someone run miles away when they were only two feet from you? She sighed, rubbing her palm across the back of her neck, where the tension always gathered. "You're going to think what you're going to think. Nothing I say is going to change that."

"You don't know that," Pete argued, pushing forward, following her as she retreated. "Are you a mind reader now? There's no way for you to know that."

"I know people," she said, eyes flickering with something close to sadness, but she headed it off at the pass, blinking furiously. A smile bloomed on her face. Sticky-sweet and vague. "That's what I do, remember? I read people. I figure them out. I see if they're hiding anything."

Laughter burst from him abruptly, managing to still them both in their circuitous dance toward the porch. Oh, she read people all right. She read people exactly how she wanted to read them.

"What are you laughing for?" Chloe demanded, a frown knitting her forehead.

"Because of you," he said, taking a breath to bring himself under control. He rubbed a hand across his scalp, shaking his head at her. "I should tell you a few things. You've been reading me wrong for years."

"Then tell me," she said, urgently.

Something needy there, on her face. Something like he'd been wanting to see.

"Nah," he chuckled anxiously, shifting on his feet. No courage when it came to that. "Nah, I think I won't."

"Go away, Pete." Chloe's frown smoothed away. A sure expression replaced it, steadying her, hardening her shell like cement. "I'm not your little Chloe Sullivan anymore. I'm not going to be her anymore. You don't have to save me."

He watched her walk up the steps to her porch, rocks of anxiety sitting heavily in his stomach. The shape of her back was far too familiar to him.


She turned, shrugging a shoulder. "I'm sorry."

The door slammed shut behind her. Pete closed his eyes on a breath, dipping his chin against his chest until his head hung low. Today's progress had been minimal at best. He kicked a stone, satisfied when it hit Gabe's tire with a resounding 'ping', and turned away from Chloe's house.

Her face followed him all the way home.

Sleep usually came easily to him, except on those nights when his blood was heavy and the sheets tangled around his ankles like chains. He lay with his head on top of his forearms, staring up at the shadow-painted ceiling with intense interest. Sometimes counting the scratch marks was the only way he had of getting his mind around her.

Pete shifted beneath the sheets. It was sweltering in his room, even with his window open and a fan blowing directly on him. He wished he could sleep without something covering him, but ever since he'd been a child, he hadn't been able to sleep without a blanket, or at the very least a sheet. A psychologist would say he had 'security issues'.

Lying there, he thought of Clark as he had last seen him. Frantic. Aching. Like someone had just ripped his heart out using their tongue. God, he was worried. He had no illusions that Clark couldn't take care of himself, but there was a hell of a difference between staying safe and being happy. And when he'd left, Clark hadn't had happy eyes; he'd had eyes like black holes. Deep, yet vacant. A hollow well.

"Where are you?" He whispered to the ceiling.

There had been too much depression this month. Ever since the wedding, when Lex's plane went missing, Mrs. Kent lost the baby, Clark ran away, and Lana and Chloe suffered the stunning ache of broken hearts, it had been nothing but downhill. As if things hadn't been bad enough already. From the expression Lana constantly wore on her face, tired and restless, she wasn't exactly getting much support from Chloe's corner when it came to someone to lean on.

Pete's lips turned up derisively. No one could get much from Chloe's corner anymore. Not that he had ever gotten too much himself, but he'd had her friendship, and that had been something. Chloe, abrasive by nature, softened with friendship. Although she'd probably kick him in the teeth for even thinking 'soft' in the same thought as her name.

Grunting in misery, pushing all his thoughts away, he closed his eyes and tried to sleep.

Surprisingly, sleep fell on him like a stone, blind-siding him.

Skin. Soft skin.

The hazy not-quite-there pressure of her all around him.

Wet flesh. A tongue, trailing along his belly.

Pete let out a shuddering groan, clenching his fingers in her fine blonde hair and tugging a little until Chloe turned her eyes up toward his. Her sassy smile, buried somewhere beneath his belly button made him grit his teeth together.

"Fuck." On a breath, hot behind his teeth. "Chloe."

Her giggle against the inside of his thigh sent sharp vibrations of pleasure from his pelvis to his brain stem. "That's the idea," she chuckled. "Or has it been so long?"

Chloe licked her lips, and then she licked him, just the tip of his cock.

Pete's brain screamed with white light.

He woke to the disturbing sound of someone climbing through his bedroom window. Pete peered through bloodshot eyes at the dark figure clumsily making its way into his room. Barely breathing, he reached for the baseball bat he kept beneath his bed and stealthily slipped out from beneath the sheet.

Obviously too caught up in trying to breech his windowsill, the figure didn't notice him until light suddenly blasted the room.


She looked up in shock, blinking as her eyes adjusted to the light.

"Were you expecting..." She stopped, blinking again. Her mouth worked around unspoken words, lips moving like a guppy fish out of water. "You're naked."

Pete became brutally aware that, yes, he was certainly feeling very bare. In a rush, he placed the baseball bat he held in front of his pelvis like it would hide anything. It wouldn't. His entire body burned with embarrassment as Chloe continued to look at him, half in his room, half hanging out the open window. He edged toward his bed, grabbing the end of the sheet he'd discarded when in search of the bat, and snapped it off the mattress, wrapping it around his waist. His fingers fumbled with knotting the cloth, trembling.

"Quit staring," he snapped, mortified.

A flush of red suddenly stained her cheeks, and she averted her gaze to his carpet. She must have realized she was still only partially inside his bedroom, because she suddenly burst into motion, dragging her leg up over the window ledge, and pulling herself all the way in. He took note of her attire when she stood upright, eyes already on him again. Black pants. Black sweater. It looked like she had meant to rob him.

"You're probably wondering what I'm doing here," she began nervously, sliding her fingers through her hair like a comb. A jittery laugh burst from her throat. "I mean, of course you're wondering. It's not like I climb into your bedroom at two in the morning all the time."

Pete said nothing, only curled the fingers holding up the sheet into a fist, pulling the material tight across his thighs.

Chloe's eyes tracked the motion, caught on his lower abdomen where the muscles were tight and aching. Her tongue flicked out across her bottom lip, leaving it a glistening pink that he could see from all the way across the room. Pete's stomach clenched harder, body immediately reacting to the sight of her, growing heavy and hungry. Acutely aware of the blood flooding to lower extremities, Pete loosened his hold on the sheet, hoping to conceal himself from her.

Think. Bad. Thoughts. Not the good kind of bad thoughts, either!

"Aren't you going to say anything?" Chloe asked after a moment of tense silence.

Pete swallowed, trying to moisten his dry mouth. "What ARE you doing here?" He asked in a raspy voice, noticing for the first time that she held a heavy-looking suitcase in her hand. She set it down when she noticed him looking at it, stepping in front of it.

"I guess you could say I've been thinking," she told him softly.

"You've been thinking." When she nodded, he continued, "About?"

She shrugged and awkwardly crouched down, as if she was unsure about the ground she stood on, untying her shoelaces while staring at him strangely. A chunk of hair shaded her left eye, making the fingers he had wrapped around the sheet twitch and jump. Just once he'd like to reach out and be that sweet guy she probably thought didn't exist, tucking the strands back behind her ear, sliding his fingers down her jaw to steady it, then … kiss her. Just once.

"Mostly about what you said to me earlier." She straightened, kicking off her shoes one at a time. She teetered a little, off balance. Pete made a move to catch her, but she regained her equilibrium and held up a palm to ward him off. "You said that things didn't have to change."

"They don't."

Chloe reached down, daintily pinching the toe of her sock and tugging it off her foot as Pete looked on in confusion. "You see, that's where you're wrong," she said. "There's no way that things aren't going to change. They have to. That's life."

He swallowed with difficulty when she took the other sock off. Why did he feel like he was witnessing a strip show? Christ, it was just her *feet*. Or maybe it was her eyes, darkly set on him. As if steering him toward an unfamiliar place that only she could show him. There were promises in those eyes.

A slab of heat sliced through his head at the thought of what those promises could be. Heat that burned behind his eyes as he watched her fiddle with the button on her jeans, rubbing her finger across the silver painted piece of metal.

"What are you doing?" He demanded in a hoarse voice, swaying toward her slightly. Only the bed between them kept him from going to her and grabbing a handful of flesh.

Her fingers stilled after she had unclasped the button to her jeans. "I'm... changing things." She shook her head as if she hadn't said it right. "No, I'm making things good. Oh, I don't know how to say it." Chloe sighed, pinching the bridge of her nose. With half a shrug, she ambled over to his bed and plopped down on the edge, making the mattress squeak.

Bed. His bed. Chloe was sitting on his bed with her pants unbuttoned.

Pete struggled for breath. "Are you... trying to..." God, he was smoother than this. He really was. But right then, he found it hard to speak. The woman had woken him from a lusty dream about her, only to stare at his naked body as if in her head she was saying: 'daaaamn.' Now this. It wasn't fair. "... seduce me?"

Chloe's shoulders shook. For a moment, he thought she was crying and felt like a complete jackass. Her choked breaths and guttural gasps made it seem like she was bawling her eyes and half her brains out. But after a second, she tossed herself down onto his bed, face glowing as she laughed up at the ceiling.

"Guess not," he muttered, mostly to himself.

It took her a while to regain control. Pete loomed above her, miffed by her amusement. He didn't see the humor in the situation. Apparently, Chloe finally caught on that he wasn't laughing right along with her. Her laughter cut off abruptly, on a burst of breath that she sucked back into her lungs.

"Sorry," she murmured, wiping tears of mirth from the slant of her eyes.

Chloe rolled onto her side, propping her chin on her palm, getting comfortable on his sheets. He wondered what she would do if he told her how many times he'd laid there and thought of her while he touched himself. He was almost angry enough to be tempted into revelation.

"I take it you're not trying to jump my bones," he replied dryly, frowning down at her. God, he could strangle her. He couldn't believe he had actually *asked* her that, put himself out there and she had laughed. Guffawed. Had a good ol' fucking time.

She met his eyes with a curious intensity. "What if I am?"

Pete stilled. A heartbeat of time passed. "Are you?" he demanded.

"If I am, what would you do?"

"Damn-fucking-just-tell..." Pete stopped, took a deep breath, trying to bring himself under control. Not happening. "What the fuck are you playing at here? You don't want to tease me with this, girl, because you don't know what you're asking for." The words came hard, like stones up his throat. "You just... don't... know..."

Chloe's mouth dropped open, and for just a second he had her speechless. A warm feeling rose from the pit of his gut, like pride, but hotter. Need had many guises.

"Do you want to seduce me?" he asked, the wording awkward, as if English wasn't his first language. He cursed himself silently, but didn't let the embarrassment show on his face. "Chloe?" He prodded, when she didn't say anything.

"I've been seeing Lionel Luthor because I made a deal with him," she blurted out suddenly, forehead wrinkling at the confession. A worried frown blunted her features, making her look like a raw child, crying for someone to help her. "He's asked me to investigate Clark."

Like a punch. Like a sword. Like betrayal.

Pete took an instinctive step away from her. He'd known... but he hadn't *known*. And Clark, God, Chloe couldn't find out a secret that big. She flinched, lips pulling back against her teeth at his withdrawal.

"You're... what?" His desire deflated like a punctured balloon. And his heart grew fat with all the things he wanted to yell at her. What was she thinking? Who was she becoming? And dammit, couldn't she just look him in the eye and make all this shit go away?

"You heard me." Whispered. Ashamed. She got that line between her unsteady eyebrows, the one that always let him know how screwed up she felt inside.

"I think I heard you wrong," he said, bitterly. Sitting down next to her, he rested his face in his hands, unmindful of the sheet wrapped around his waist. "Tell me I heard you wrong." His words came out muffled by his palms.

"You didn't," Chloe replied. He felt her hand smooth over the skin of his back, a gentle skating of flesh across flesh. His spine arched, a hiss splitting his mouth in reflexive reaction at the contact, meant as comfort or not.

"Better be careful," he warned soberly, turning his head toward her. Pete found her face very close to his. So close that he could feel her breath wash across the skin above his mouth, tickling the edges of his nostrils, and teasing the length of his lips. He edged forward with his chin, eyelids nearly falling shut. He could practically taste her. Chloe didn't move, watching him like she was afraid, lips parted around her uneven breaths.

"I'm not going through with it, Pete. If that makes it any better," she said, just before Pete gently pressed his lips against hers. The kiss was dry, his bottom lip dragging against her top, just the hint of wetness. He pulled away a short time later, opening his eyes to discover that hers were still closed. She made a little noise in the back of her throat and tipped her chin forward to receive another kiss. His heart throbbed at the action but his hands on her shoulders stopped her.

Chloe's eyes jerked open, confused. "What?"

'Don't look like that,' he thought. 'Of course I want you.'

"I need you to tell me straight-up why you came over tonight," he explained, stroking the pad of his finger over the soft fabric of her sweater.

The skin of her cheeks tightened imperceptibly, as if someone had pulled out all the nervous energy she constantly held inside of her and focused it on her face. "To make things change. Pete, I came here... to seduce you."

Her pants were still unbuttoned. And his fingers itched.

Gradually, the ache in his heart smoothed out and Pete smiled. She seemed surprised when he cupped her jaw with both hands and brought her mouth back to his, saying nothing. The kiss spoke for itself. She breathed into his mouth, and there was something so intensely intimate about that, that Pete found himself hardening again, stomach muscles bunching in response.

Parting her lips gently with his tongue, he kissed her sweetly, like friends kissing for the first time should kiss. Her hands came up, covering his as she opened her mouth wider and kissed him back, pressing her tongue against his.

Just one kiss. Had that been what he wanted?

One kiss would never be enough.

Chloe's fingers smoothed over the back of his hands, barely touching him as they trailed down to the skin on his wrist, rubbing in barely-there circles. Without realizing it, he moved the kiss deeper, curling his fingers around the back of her skull and tipping her head back so that he could kiss her harder. All the while, those fingers danced across his arm, spreading whisper-sweet fire beneath his skin.

Between his stomach and his heart, an emotion clicked into place, a hard knot of fleshy need pulling him further down into her. He *needed* her.

What had he told her about waiting? You learned to live with it. And he had. Oh God, he had. No more, not now. A reprieve from the ache.

Abruptly, she tore her mouth from his, gulping in a hard breath. Pete's grip tightened on her, fingers knotting in her hair as he tried to pull her lips back onto his. She avoided his kiss, ducking her head so that she kissed his chin instead, nipping at it with her blunt teeth. He grunted in response, stroking his pinky finger down the sensitive skin at the nape of her neck, smiling at the warm hiss it drew from beneath her tongue.

In retaliation, she bit his neck. Not hard enough to hurt, but he felt it. Then her tongue swabbed the skin, wet and hot, taking the sting away. Pete swept his palm down her back, pulling her closer, until her chest flattened against his. She made a sound in the back of her throat, of surprise and pleasure, and he slipped his fingers beneath the hem of her sweater, touching the hot skin hidden from sight.

Chloe's mouth opened wide over his clavicle, moving hotly across his shoulder before closing and peppering dry kisses across the front of his chest. Pete's hands stilled as she did this, waiting to see what she would do. Her hair tickled the bottom of his chin as she shifted around, getting closer. Stroking one hand quickly over the top of her head, he wrapped an arm around her waist and pulled her across his lap, so that she was straddling him.

Tucking a finger beneath her chin, he lifted her face to his, kissing her soundly. She melted in his hands, arms wrapping around his neck, body moving sinfully against his, like she was itchy in her clothes. So many clothes.

"You really trying to seduce me?" Pete gasped. Breathing evaded him.

Her mouth whispered over his bottom lip, eyes staring directly into his. A dry smirk flickered onto her face. "If I am, what would you say?"

And then she bit him. Pete hissed as she tugged and he stabbed his tongue against her top lip, a firm swipe. 'Such a tease,' he thought when she released him.

"Probably something along the lines of: 'please do.'"

Chloe laughed. "Yes, idiot. I'm trying to seduce you."

"Hallelujah!" Pete kissed her hard, closed mouthed. And then he pulled back, gripping the hem of her sweater and yanking it up over her head. Maybe a little too eagerly for suaveness. A player could grow tired of playing. Chloe giggled into the material as it blinded her, lifting her arms and letting him tug it off. It made her hair go crazy, sticking up at all angles from static.

She took the sweater from him and tossed it recklessly behind her. It landed on the lamp, shading the bright light, and dimming the room to a dark gilded yellow.

Pete smoothed her hair down, planting a kiss on her forehead as he did. His thumbs stroked down her cheek, getting a feel for the soft skin there, that he had spent all too much time contemplating. The shape of her eyebrows intrigued him and he found himself skating his forefinger along its peculiar, dancing line.


Finally, he allowed himself to look down at her breasts. They were covered in a white lace bra, simple and beautiful, much like Chloe herself. Nervously, he touched a single finger to her collarbone, riding the flesh there. She sucked in her breath, waiting. Pete traced the slope of her breast until he hit the fabric of her bra. Holding her eyes, he bent down and kissed the line where skin and cloth met. Her breath whistled out over his forehead, escaping the tight prison of her clenched teeth.

He was pretty sure no one had ever kissed her there before.

Pete slid his hand inside the material, along the softest skin he had ever felt, curling it until he was cupping the curve of her breast. She bit her bottom lip, arm muscles tightening even as he tugged the strap off her shoulder. He bent again, running his lips along the curve of her breasts, pushing the material down so that it rested beneath them like a shelf.

He couldn't quite believe this was happening. In a place behind his ribs, he feared that this wasn't really happening and he would wake up from another sweaty dream of her. He was afraid that all this would be a fantasy and he'd end up having to face her the next day, laughing and staring clumsily at her from the corner of his eye.

But then there was her taste... and that had never been there before. In his dreams, she'd always tasted of his pillows. When he woke, every time he would find saliva marks across the place he had rested his head and know that it hadn't been her.

Her skin was salty, sweet-smelling. He rubbed his cheek against her, pressing his lips into the gap between her breasts. Peppering her pink nipples with the gentlest of touches.

"Oh, God," she whispered.

His hands got busy beneath her waist, unzipping her jeans and pushing them down her hips. Meanwhile, his mouth moved busily across her cleavage as she arched toward him, running her fingers across his scalp, cupping his temple and leading him where she wanted him to go. She made paradoxically shy/sexy sounds of arousal that assaulted his ears.

Blood rushed through his veins as he got to his knees, the sheet dropping to the bed in what little space was left between them. When he reached for her mouth with his, he noticed that her eyes were no longer on his face, hovering somewhere far - far lower, and he paused, smiling at her. Chloe didn't return it, distracted. Her fingers feathered across his stomach, fire in footstep flames along the interior of his gut. He sucked in, startled by her brazen touch, by its effect.

She smirked up at him, fingers spider-walking closer to his pelvis.

Pete raised an eyebrow. A challenge.


Chloe's hand closed around him, gentle and barely-there. Butterfly wings. Pete choked on a red-throated groan and threw his head back, fingertips digging into the bare skin of her hips where he had his hands tucked inside her jeans. He couldn't concentrate enough to get them all of the way down her thighs. She was touching him. She wasn't looking past him at their mutual best friend. A furious rush of desire arced up his spine and he thrust instinctively against her palm, the feel of her skin sweet torture on his cock.

He heard her hum, like she was agreeing with herself on something she had always thought. He managed to blink blurrily in her direction. She smiled brilliantly and stroked him a little more firmly. Pete grunted, grabbing her hand, pushing it away from his body. She frowned, fingers curling around his, eyes tilting up to him anxiously, questioningly.

"I just..." Breathe, man, breathe. "Give me a minute."

"Sorry, not happening." With that oddly uttered statement, Chloe stood up from the bed. It was an awkward movement with her pants partially down her thighs, but she managed it without blushing. He stared at her dumbly while she unsnapped her bra and let it drop to the floor.

He'd been looking at her breasts for the past five minutes and yet he still couldn't quite believe it. He could now say for sure that he was a breast man.

Chloe flicked a haughty eyebrow at him as if daring him to question her, and slid her fingers into the belt loops on her jeans, tugging them the rest of the way down her thighs until she could kick them off. The jeans went flying, knocking over the glass he had set on his dresser earlier that night. It fell onto the floor, immediately accompanied by the sharp sound of breaking glass.

Chloe's hand shot up, covering her mouth.

"Graceful," Pete said, dryly.

"Sorry." She fidgeted, looking prettily flustered in just her underwear. A naked girl, and not just any girl, was standing in his bedroom without any first dates or persuasion. It was a little hard to comprehend.

"You think I care?" Pete replied roughly, extending his arms and pulling her to him by the back of her thighs. He didn't stop reeling her in until he could press a warm kiss to the soft, peach-fuzz covered skin beneath her belly button. "You're nearly naked in my bedroom and you're apologizing. You're smarter than that."

"Maybe I just like being complimented." She dipped her chin, looking down at him through dark eyes. "Maybe I only figured out that you would be the one to do it, today. That it should be you to do this."

Ouch. Yeah, that hurt a little. Pete cleared his throat, trying to keep the ache out of his voice when he spoke. "Well, then maybe you're a little stupid for not figuring it out. But I think we can move past that."

"Yeah?" She placed her hands on his shoulders, pushing him back until he lay flat on the bed. "I think I know a few good ways to do that."

A whisper moved through him as he met her eyes, like the brush of the warm air swimming around inside her mouth. Feeling the hunger fatten, he gripped her around the waist, lifting her and flipping her onto her back. She squeaked when she landed, and then glared up at him, daring him to try saying something about the noise that had escaped her.

Pete shook his head and hovered over her for a moment before carefully moving down her body in a backward crawl. He kept a careful eye on her as he did so, making sure he wasn't going too far or too fast.

"You ever been kissed here?" He asked, kissing the spot where her ribs met. She shook her head and pushed out a huff of air. Her breath was something he could feel. With his mouth on her, he could follow the air moving in and out of her lungs. The fragility of her overwhelmed him, even though logically he knew she could give him a run for his money if she ever tried to kick his ass. Logic didn't have a thing to do with love, if that's what this was.

Sometimes, he could admit that, yeah, he probably loved her. But at times like those, he also had to admit that, yeah, she'd probably never love him even if she gave into his charms or took pity on him. The world just didn't work like that. Of course, it also didn't make sense that she wanted him to be her first lover, but he wasn't about to question his good fortune.

"How about right here?" Lower, right next to her belly button. Her stomach muscles contracted at the contact, a roll of the flesh beneath his lips. The gasp that ran through her when he dragged his lips further down, running them lightly across the top of her underwear was response enough.

"I can't take it," she muttered desperately, threading her fingers through his hair and rolling her hips off the bed. "Take them off."

A shock to his system, that's what she was. A nice healthy slap to the heart. Pete shut his eyes and dipped his tongue beneath the panties, tasting just the hint of something darker than her skin, something wet with weight and salt.

Her hands pushed him impatiently away and he knelt between her thighs, breathing hard as she lifted her butt from the bed and slipped her thumbs beneath the elastic waist of her underwear. His eyes were glued to the movement of her belly and pelvis as she slipped the final garment off her body.

"Are you just gonna look at me all night?" Chloe demanded when he began to do just that. "I do have working parts."

"I've been meaning to tell you for a long time how nice your working parts are."

She nodded, face serious. "Yours are pretty nifty too." And then she smiled, a little shakily, and touched the center of his chest with her fingertips. "Do you have a condom?"

Those words, from Chloe's mouth, seemed unnatural and strange. He looked toward his bedroom door, a brief worry striking him. He hoped no one heard them. Shaking it off, he gently stroked her belly in large circles while he leaned over her, reaching awkwardly for the condom he kept in the nightstand beside his bed. He kept it there in the vague hope that he'd be prepared if he ever had sex again. Of course, he hadn't imagined it would be with Chloe. Well, he had imagined, he just hadn't ever expected it to happen.

To take her mind off the condom in his hands, Pete asked, "So how'd you figure me out?"

"How did I figure out that you were hot for me?" Chloe rolled her eyes and helped him with the condom, pinching the tip and slipping it on, gripping just a bit *too* hard.

"Ouch! It's not a banana, Chloe." He pushed her hands away and finished without her dubious help, hoping like hell she didn't see his fingers shaking. "And yeah, even though I wouldn't say it exactly like that." Hot? Not quite. More like third degree burns on every part of him she touched.

She laughed, dragging her fingers through her hair. And then she laid her hands wantonly above her head, eyes bright. Wild, beautiful Chloe. His. For now.

"Give me a break," she said. "I learned how to do it in health class. My experience is limited." Her face grew serious. "Anyway, it was the way you looked at me today. That's it."

Pete's eyebrows drew together, and he stayed where he was, kneeling between her open thighs. She palmed his knees, waiting for his response. The absent touch reminded him exactly where he was, as if he *needed* a reminder. Christ, he didn't make it between Chloe Sullivan's thighs just to talk. He wanted IN.

"I've always looked at you like that," Pete murmured, leaning over her. He braced himself just above her body and stared down into her eyes. "What makes today so different?"

In the set of her mouth, there was something...

"Guess I was just looking back," she said, voice trembling, eyes bright with the same something in her mouth. "And I want this to be you. Okay?"

He supposed he could live with being her first lover, if not her last.

Pete nodded and moved deeper between her thighs, situating her hips. Chloe's nails dug into his shoulders as he touched her opening, working a finger inside her and watching her face intensely. Her lips were slack, eyes closed. She glowed like the flame sparked off a match. Nothing was ever gonna beat that. Not a Candy, a Betty, or even a Veronica.

Shit, he was screwed.

"Do it," she whispered a moment later, when she had begun to shake with repressed desire. "It's okay. I'm okay. Go ahead."

God, like a soldier marching to war. Pete tried to force away the thought that she hadn't wanted it to be him, that she had probably imagined her first time completely different with someone taller, bigger, and whiter.

"You ready?" The words would barely leave his throat. She nodded, face a little pale as she parted her thighs further and he settled between them. Pale from a mixture of desire and anxiety, he knew from how wet she had been when he touched her.

Cautiously, mindful of her smallness, he led himself to her. She winced, the lines of her face curling and stretching as she tried to adjust to him. Pete couldn't stand to see it, so he kept his eyes closed as he worked himself inside of her. Good. Too good. Would it be good for her? Would she like him? A groan coiled in the back of his throat.

She whimpered. Good or bad? Damn it, he couldn't tell.

The space behind his eyes whitewashed, and there was only her shaky breathing in his ear and her hair tickling the side of his face.

"Sorry," he whispered. "It'll only hurt a little while."

He wondered, a brief stab of a thought even as he pushed past the barrier of her virginity, if it would hurt much longer than that.

Ghosts wound themselves around his throat when he woke, startled by daylight in his eyes. Half asleep, he looked shakily around, still trembling from his dreams. The window sat open, curtains crawling in and out as the morning breeze dictated.

Pete wiped the sleep from his eyes and turned his head toward the other side of the bed. There was only an impression in the pillow where her head had been.

Great. Fucking great.

He got out of bed, not bothering to get dressed as he stalked over and slammed the window down, locking it. A note taped to it caught his attention and he cursed himself for the leap of his heart. Plucking it from the glass, Pete forced his eyes to focus.

"Pete," he read aloud. "You said things didn't have to change. Some things do. Thanks for being the one to take care of me. I'm heading to Metropolis. Someone has to figure out what the hell Clark is thinking. And I know what you're thinking right now, so just don't. You're my best friend. He's just some guy I was in love with. That's all he'll ever be. But you... you'll be more."

That something in her mouth was on this page. She'd told him not to think it, but he couldn't help it. Chloe would always be chasing after Clark, in one way or another.

Pete walked to his bed, sitting heavily on the mattress. Carefully, he placed the note beside him on the tangled sheets. Sheets that had gotten caught around Chloe's ankles as she tried to wrap her legs around his waist. Pete shivered.

Her friend. No, her best friend. Right. Of course.

"It'll only hurt a little while," he said, to himself.

The curtains, fickle as ever, didn't agree.

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