DISCLAIMER - Not mine, I couldn't afford the motor and household insurance bills. I promise I'll scrub them down and give them back to DC comics, the WB and anyone else who does own a slice of them when I'm done with them. Story, such as it is, copyright Karen Colohan, March 2003.

Author's notes - Spoilers for Heat. With thanks to Barbara for betaing at such short notice. Part of the 4th Wave XXX ClexFest challenge which can be found at: http://www.kardasi.com/Lexclusive/ClexFest.

A smug smile curved Lex's lips as he glanced across at Clark before bending back to the pool table to line up what was undoubtedly going to be the winning shot - again. Clark sighed, he just didn't seem to be able to keep his mind on the game this evening and Lex hadn't hesitated to take advantage of his distraction.

Clark found his eyes straying to Lex's ass as he leaned down and then proceeded to sink the eight ball with a flourish. With the game over, it was so tempting to just walk across there and stretch himself on top of that lean body, pressing Lex down onto the table. Clark felt his cock twitch in agreement and he shifted uncomfortably, trying to will both his body and his thoughts back under control.

Just a few short weeks ago Clark knew that Lex would have welcomed a move like that, but not now. Their relationship had taken a significant backward step since Lex's ill-fated whirlwind romance and marriage to Desiree Atkins. Lex's issues with personal space, which he had notably relaxed where Clark was concerned, were once again to the fore and sex was most definitely not on the agenda.

The more Clark thought about it, the more unacceptable it became. There was simply no justice in a man as inherently sexy as Lex was choosing to forego passion because he'd been burned by his meteor mutant bitch of a wife.

It wasn't even as if his decision seemed to have made Lex any happier. If it had, Clark would have accepted Lex's wishes. He did, after all, only want to make Lex happy. And, even if he did say so himself, he'd been doing a pretty good job of it before Desiree and her meteor enhanced pheromones came along.

He and Lex had been lovers for some time and things had been good between them through the long summer months, no question. Now, though, Lex had drawn back, maintaining their friendship on a purely platonic basis. And it was killing Clark to watch Lex retreating behind his emotional walls again.

Clark was determined to do something to reverse the process, he just wasn't sure what yet. Though he did know that forcing himself on Lex was most definitely not the way to go. That thought was enough to wither his incipient erection and by the time Lex straightened up and walked across to join him, Clark was able to face him without any risk of embarrassing himself.

"My game - again," Lex smirked. His fingers slid along the cue in an unconsciously suggestive manner. "Something's got you distracted tonight, Clark."

Yeah, you, Clark found himself thinking as his eyes were drawn to the movement of Lex's hand. "Sorry, there's an assignment I need to get finished for school. I guess my mind was on that," he lied.

"You want to call it a night then?" Lex asked. He seemed to have accepted Clark's explanation without question.

"Yeah, I probably ought to go and put in some work on it. Do you mind?" Clark looked back up at Lex's face.

Lex flashed him a quick grin. "Go! I don't think your dad would be very happy if I were responsible for you getting behind with your school work."

"Thanks, Lex." Clark returned the smile, feeling relieved that Lex hadn't noticed anything wrong. He put his pool cue back in the rack and then walked over to retrieve his back pack. He was just about to leave when Lex called out to him.

"Hey, Clark, do you want to come over for a swim tomorrow afternoon?"

Clark turned back towards his friend. Lex was still smiling as he waited for an answer. Maybe swimming would give Clark the opportunity he was looking for to get through to Lex. It was, after all, a perfect excuse to get nearly naked together. Before he could think better of it, Clark nodded.

"I'd like that," he said.

"I'll see you tomorrow then." Lex set his own cue down on the pool table as he racked up the balls again. "Good luck with the assignment."

"Thanks," Clark replied as he resumed his walk to the door. "I'm sure it will be fine."

The following afternoon, Clark headed to the mansion as soon as his chores were done. As Lex had asked him over, Clark half expected his friend to open the door to him. Instead, he was greeted by Lex's impassive butler.

"Hi, Lex invited me over for a swim. Is he here?" Clark offered the man a friendly smile as he peered round him into the shadowy hallway.

"Mr. Luthor was detained in a meeting, Mr. Kent," came the somewhat stiff reply. "He suggested that you make use of the pool until his return."

With that the butler turned and headed into the house, clearly intending Clark to follow. He did, a little put out by Lex's absence, but knowing that if Lex had been held up it must be something important. Getting LexCorp off the ground was certainly taking up a lot of Lex's time.

All the same, Clark was looking forward to making use of the mansion's impressive swimming pool. Even though the worst of the heatwave had passed, it was still unseasonably warm in Smallville and Clark was grateful for the opportunity to cool off.

When the butler withdrew, Clark dropped his backpack on one of the loungers beside the pool and dug inside it for his bathing suit. He pulled out the loose red trunks and looked around for somewhere to change. A door opposite the one through which he'd come in led to a shower and changing room and Clark quickly got undressed.

Once back by the side of the pool, Clark sat and waited for a little longer, but there was still no sign of Lex. He decided it was a shame to waste the wide expanse of blue tinged water and he stepped to the side of the pool, executing a smooth dive in.

Clark enjoyed the water for a while, effortlessly swimming laps, but there was a limit to how much fun he could have on his own. Disappointed that Lex still hadn't arrived - Clark had been hoping that playing in the pool would persuade Lex to let his guard down a little - he climbed out and grabbed one of the towels he had brought from the changing room.

Once he had dried most of the water from his skin and his hair, Clark spread a second towel across a lounger and lay down. He was determined that he was going to stay until Lex arrived as he really wanted to spend some time with him. But Clark decided he might as well relax and get comfortable while he waited. The late afternoon sunlight slanted in through the windows, warming his still damp skin pleasantly. Clark stretched out and let his eyelids fall shut.

When he opened his eyes again, Clark realised that he must have dozed. His skin was now quite dry and his hair only a little damp, so some time must have passed. The shadows in the room had lengthened, though it was still quite light outside. Not too late then. When Clark looked around there was still no trace of Lex, though. He sighed, disappointed.

Not wanting to admit defeat, Clark sank back onto the lounger. He still felt drowsy and, when he looked down, Clark realised that his nap had produced a not unexpected result. The front of his trunks was tented with a noticeable erection. Clark ran a hand down his stomach and over his swollen cock. The touch felt good. Biting his lip, Clark pressed down a little harder, stroking himself through slightly damp fabric.

Given his surroundings, it wasn't entirely surprising that Clark's thoughts turned to Lex. They'd been lovers for long enough to give Clark plenty of fantasy material. And given the unavailability of the real thing recently, Clark couldn't feel guilty about summoning up pictures of Lex's naked body when he slid his hand under the waistband of the red trunks and began to slowly jerk himself off.

Clark called up one of his favourite images of Lex, letting his mind drift into the fantasy. They were in the shower together and Lex was sleek and wet, droplets of water running down his smooth, bare skin. Clark was pressed up close behind him, his stiff cock slipping between the cheeks of Lex's ass. Lex leaned forward, bracing himself on the tiled wall and Clark stretched over him, bending his head to lick the water from Lex's naked scalp. He tongued the soft skin at the nape of Lex's neck, making Lex buck against him, clenching his buttocks around Clark's cock.

As Clark slid deeper into the fantasy he tightened his hand around his own cock, stroking it harder. But the bathing suit was getting in his way and Clark impatiently shoved it down over his hips, wriggling until he'd worked the red fabric down to his ankles and, eventually, off completely. With a pleased sigh, Clark wrapped his hand more firmly around his cock, slipping back into his interrupted daydream.

Letting his eyes drift shut, Clark returned to the steamy shower stall in his mind. Yes. Lex, warm and wet as he pressed up close behind him, touching as much of the pale, beautiful skin as he could reach. They were both dancing on the edge of release, just needing a little more to tip them over into perfect, blissful orgasm.

Clark brought his hand up to his mouth, wetting it before starting to stroke himself again, hard and fast. That was better, his damp palm mimicking the feeling of Lex's buttocks, slick from the shower, tightening around him as his hips jerked forward. Too close to take the time it would need to prepare Lex to fuck him properly, Clark contented himself with rubbing his cock between Lex's ass cheeks, enjoying the friction and the heat.

Lex was moaning as Clark slid a hand around his waist, taking a firm grip on his swollen cock and jacking him in the rhythm that always got Lex off. So perfect, so close... Clark's mouth fell open and he dragged in panting breaths as sensation spiralled up inside him. God, so good!

"Hi, Clark, sorry I'm..."

It was Lex's voice, but the words somehow didn't match the images in Clark's mind. His hand slowed on his cock, but didn't stop moving entirely. The startled gasp that followed the suddenly aborted apology managed to penetrate Clark's sex fogged brain sufficiently for him to realise that Lex's voice was real, not a part of his fantasy.

His eyelids flew open and he looked up to find Lex standing over him, dressed in tight black Speedos and clutching a towel in his hands. Blue grey eyes were wide with shock when Clark's gaze locked with Lex's. Shit! He'd never meant for Lex to catch him jerking off. He should have paid more attention.

Clark flushed guiltily, but the real life visual combined with the remnants of his fantasy took him over the edge before he had the presence of mind to pull his hand away from his cock. Groaning with a mixture of pleasure and mortification, Clark came hard. He felt Lex's stare slide away from his face, down to his crotch, watching him as come spilled over his fist and onto his belly.

Still panting hard, Clark forced himself to move. He avoided looking at Lex as he let go of his cock, feeling it twitch as the last strands of sensation shivered through him. Reaching over the edge of the lounger, Clark found his discarded towel and snatched it up. He draped it over his stomach, covering himself and letting the thick, fluffy cotton absorb the pool of come cooling on his skin.

Lex still hadn't said anything more, but he hadn't left either. Clark could hear the harsh sound of his breathing. He wished Lex would say something, anything, to give him a clue as to what he was thinking right now.

When Lex remained resolutely silent, Clark finally risked looking up again. Lex hadn't moved from where he'd been standing as he watched Clark come. The only difference was that Lex was now holding his bunched up towel in front of himself, obscuring Clark's view of his slim hips encased in tight, stretchy fabric. Clark wondered if Lex was hiding what he hoped he was, but he wasn't sure if he had the right to ask. And his conscience wouldn't let him make unfair use of his x-ray vision to look through the towel and trunks to make sure.

"Lex, I'm sorry." Clark couldn't bear the silence any more and an apology seemed like a good place to start the conversation that they really needed to have. "I shouldn't have..."

Shaking his head, Lex held up a hand to stop him. "It's all right. You don't have to apologise." With a rueful smile he added, "I guess I shouldn't have kept you waiting so long."

"I never meant to make you feel uncomfortable." Clark took a deep breath, slanting a look at Lex through his lashes. "It's just... Lex, I miss you - miss us."

A pained expression flitted across Lex's face. "I know... and I'm sorry. It isn't you. You know that, don't you?"

"Yeah, I do." Clark sighed, sitting up slowly, careful to keep the towel draped across his lap. He watched Lex for a long moment, trying to decide how much to say. He bit his lip before continuing, "It doesn't seem fair, though." He ignored the sudden hurt look in Lex's eyes. "To either of us."

"Clark... I told you how I felt about this." Lex's shoulders lifted in a helpless shrug. He suddenly looked very tired.

"Is passion really such a bad thing?" Clark leaned forward, staring at Lex earnestly.

"You know what she did to me." Lex's eyes closed, shutting Clark out.

"Yes, I remember all too well, Lex." Clark made a small sound of frustration. "But how does cutting passion out of your life help you get over it? Besides, you said passion for your friends was okay and I am still your friend... aren't I?"

At the sudden uncertainty in Clark's voice, Lex relented, opening his eyes and venturing a small smile. "Always, Clark," he assured him.

"Then let me in, please, just as a friend if that's all you want," Clark begged. "I know she hurt you, Lex, but I won't. I promise."

Winding the towel around his waist and tucking one corner in to secure it in place, Clark got up and closed the small distance between himself and Lex. Reaching out cautiously, he brushed his fingertips lightly across Lex's forearm.

As light as the touch was, Lex still shivered, flinching away as if he'd been burned. Clark's eyes widened, the hurt evident as he looked into Lex's pale, sombre face.

Lex sighed, taking a single step back.

"Clark, there's something you have to understand," he started to explain. "When I was with Desiree I lost all sense of myself. I can remember what I did, but at the time I had no real control over what I was doing."

"I know that." Clark's fingers itched to reach out again, anything to bridge the gulf he could feel between himself and Lex. With an effort he restrained the impulse. "It happened to my dad, too, remember?"

The brief nod indicated that Lex recalled very well what Jonathan Kent had tried to do while under Desiree's influence.

"Yes," Lex continued, "and because I thought I loved Desiree and wanted to do whatever would make her happy, I did things that hurt other people I care about. I never want that to happen again."

Clark stared back at Lex unhappily. "I don't want to make you do anything you don't want to, Lex. I just want you to be happy, and you're not now; I can see that. You've closed yourself off from me and I hate that. Please, Lex, let me at least try and make things okay between us again."

There was a moment of hesitation when Clark thought Lex would give in, but then he was shaking his head and backing away again.

"I can't do this right now. I'm sorry," Lex said as he turned and headed back towards the changing room.

For a second Clark stayed where he was, watching the door swing shut behind Lex. He didn't want to let Lex do this to himself, though. He deserved better. None of what had happened because of Desiree was Lex's fault. Making his mind up, Clark set off after Lex.

When Clark slipped into the changing room, Lex was standing in the middle of the floor, not moving. His pale chest was rising and falling with his rapid breathing, though, and his hands still clutched the balled up towel in front of him.

Ignoring the voice in his head that told him to back off and not push Lex about this, Clark strode over to where he stood. He didn't say anything and neither did Lex, but the shadowed blue eyes watched him warily. After a long, wordless pause, Clark reached out again. He ignored the instinctive withdrawal and patiently pulled Lex to him, wrapping his arms around his friend and lover.

Lex remained still and Clark could feel every muscle in his body tensed with the suppressed urge to flee. Carefully, Clark tightened his grip, holding Lex against him in a friendly hug. Lex had turned his head to the side and Clark could feel the warm puffs of breath against his bare shoulder. He reached up, stroking Lex's back softly, trying to get him to relax.

After a long moment, Lex seemed to give in. His hands dropped to his sides, the towel falling to the floor, forgotten. When he shifted slightly, Clark could feel the unmistakable evidence of what Lex had been hiding behind his impromptu defences. It was what he had been hoping for and he turned, kissing Lex's neck, trailing soft bites up the smooth skin to his ear.

"Oh, Lex," he whispered.

Reaching between their bodies, Clark slid a hand down to cup Lex through the clinging fabric of the Speedos. He was hard, radiating heat into Clark's palm and he stroked Lex gently until he groaned, a low, needy sound. The tension seemed to drain out of Lex with every touch and he leaned into Clark, his head dropping to rest on Clark's shoulder.

Smiling at the implicit surrender, Clark caught hold of Lex's hips, carefully pushing him away just a little. Lex made a small sound of protest, but Clark silenced him with a quick, thorough kiss, their first in over a month. When he released Lex's mouth he glanced down. The Speedos looked as if they could barely contain Lex's swollen cock and Clark licked his lips in anticipation.

Hooking his thumbs in the waistband, Clark carefully tugged at the bathing suit, pushing it down Lex's thighs and out of his way. Lex's cock sprang free and Clark wasted no time in wrapping his hand around the thick shaft. He pumped it with long, firm strokes until Lex began to moan low in his throat. Lex was swaying on his feet, his hips thrusting into Clark's grasp with an air of desperation.

"Clark, please," Lex murmured, one hand coming up to rest against Clark's cheek, the thumb brushing over his lips in an unspoken request.

Not needing to be asked twice, Clark let go of Lex, sinking to his knees in front of him. He pulled the Speedos the rest of the way off as he knelt, urging Lex to step out of them. Then he nuzzled against the heavy cock, licking a stripe from base to tip. He swirled his tongue around the head, lapping up the slick fluid leaking from the slit. Lex made a harsh sound, his hips jerking roughly. Clark parted his lips and let the movement push Lex's cock deep into his mouth.

Lex gave a startled gasp and Clark grinned around the swollen length that filled his mouth. He began a quick rhythm, head bobbing as he sucked Lex even deeper into his throat. It only took a few moments and then Lex was coming hard. Clark swallowed around the pulsing cock, drinking down the thick, salty come eagerly.

When the shudders finally stilled, Lex stumbled forward, gripping Clark's shoulders with his hands in an effort to keep his balance. Moving a little faster than he should have, Clark released Lex from his mouth and scrambled to his feet, pulling Lex back into his arms. Lex didn't seem to notice though, sagging against him with a small sound of pleasure.

Clark rained soft kisses onto Lex's face and scalp, relieved and delighted by the turn of events. Lex was still pliant in his embrace, his eyelids fluttering shut, and Clark thought carefully about what should come next. He didn't want Lex to regret this and withdraw behind his barriers again. Clark hadn't liked being shut out one little bit.

With the release of the long held tension from his body, Lex seemed to be drifting on the edge of sleep. Well, the changing room wasn't really the best place for that, Clark decided. He found another dry towel and carefully wrapped it around Lex before he swept him up into his arms.

Lex's eyes opened fully at that. "Clark!" he protested. "Put me down!"

"I'm taking you up to your bedroom," Clark replied, blushing even as he grinned at the faintly affronted expression on Lex's face.

"I can walk," Lex said dryly.

"But this is more fun," Clark insisted, not making any move to set Lex back on his feet.

Shaking his head, Lex sighed. "If any of my staff sees this I'll never live it down, you realise," he said finally.

Clark's grin widened. "I'm sure that terribly proper butler of yours will warn off the others if he does see us." He settled Lex more comfortably in his grip and then headed out of the changing room.

Despite his previous protest, Lex slid his arms around Clark's neck in a move that felt suspiciously like snuggling to Clark, though he didn't call Lex on it. They made their way through the mansion and up the stairs to Lex's room, fortunately not encountering any of the staff en route. Once inside, Clark set Lex down on the bed, leaning over him long enough to give him a deep, probing kiss before he let go.

Lex's eyes were heavy lidded as he looked up at Clark. "Are you going to join me for a nap?" he asked, stretching enticingly. The towel Clark had wrapped around him fell away, giving Clark a perfect view of the sleek, hairless body.

Standing by the side of the bed, Clark fiddled with the edge of the towel still fastened around his own waist. "Would you like me to?" he asked.

Lex propped himself up on his elbows, meeting Clark's eyes squarely. "Yes, I would. You were right; passion isn't always a bad thing, not with someone you trust."

Ducking his head, Clark flushed again. Trust... that wasn't a discussion he wanted to get into right now. Not when there were so many things he couldn't trust Lex with, no matter how much he might want to.

"Say yes, Clark," Lex whispered, his voice low and sexy. He reached across, plucking away the towel that hid Clark's body. It fluttered to the floor, quickly followed by the one Lex had been lying on.

When Clark looked up, startled, Lex was lying back on the bed again, spread out in open invitation. Clark's cock twitched in appreciation.

"Yes," he said, embarrassed at the way his voice hitched on that single word.

Lex grinned and slid across the sheets to make room for him. Clark quickly settled himself beside his lover, pulling him in close before he reached down to pull up the covers. Resting comfortably against one another, they both soon fell asleep.

Clark drifted up out of sleep to the feeling of heat plastered all along the length of his back and something slick probing at his ass. He whimpered softly as the sensations resolved in his head. It was Lex pressed up close behind him and one lubed finger was circling his hole, carefully pressing for entrance.

Desperately hoping that when he was fully awake this would still be real, not the lingering effects of a dream, Clark thrust his hips back sharply. The blunt fingertip slipped past the ring of muscle, drawing a soft moan from him.

Apparently realising that he was awake, Lex leaned in to nuzzle the nape of Clark's neck. His tongue drew small circles on the patch of sensitive skin before Lex brushed his lips across it in a careful kiss.

"I want you," Lex breathed.

The soft exhalation stirred the fine, silky hairs on the back of Clark's neck, making him shiver.

Bucking his hips again, forcing the finger deeper into his body, Clark whispered, "Yes!"

For a moment Lex withdrew, but before Clark could turn over the hand at his ass was back. More lube, and two fingers instead of one reached deep inside this time, curling and scissoring to stretch Clark. He let Lex continue preparing him until he was almost ready to scream with the need for more. Then he reached back, stilling Lex's hand.

"It's enough, Lex," he panted. "Need you!"

Lex's mouth ghosted over his shoulder, trailing kisses up the side of his neck until it reached Clark's ear. Sharp teeth worried at his earlobe, making Clark squirm.

"You have me," said the low voice.

It was punctuated by a wet tongue tracing around the whorls, dipping in briefly to fuck Clark's ear with quick stabs. Clark moaned, arching back against Lex. Another quick nip to the lobe and then Lex withdrew completely.

"Lex!" Clark protested and then gasped when he felt the blunt head of Lex's cock sliding between his ass cheeks, nudging against his hole.

"Relax for me, Clark," Lex urged.

Clark did as he was told, spreading his legs to give Lex better access. Another moment of pressure and then the tip of Lex's cock was past the ring of muscle, slipping into his well lubed ass. Lex's arms went round his waist, pulling Clark back onto the thick length of Lex's cock. Clark sighed happily as he was filled.

"Mmm, I missed you, Lex," he murmured when Lex was sunk into him as deeply as he could go. Clark shifted a little, the movement making Lex gasp.

"I'm glad you didn't give up on me," Lex said after a brief pause. He rubbed his cheek against the warm skin of Clark's shoulder, seemingly just enjoying the closeness.

"Never!" Clark said firmly.

He liked the feeling of having Lex inside him too, but his cock was aching with the need to come and Clark wanted Lex to move, to fuck him until neither of them could remember the reason for their separation. Carefully, Clark slid his hips forward, letting Lex's cock slip out of him just a little. When Lex began to protest, Clark thrust his hips back sharply, emphatically impaling himself on Lex again.

Lex seemed to get the message. His grip on Clark tightened and he began to move, his hips soon finding a hard, fast rhythm that had them both moaning. Clark moved with him, making sure Lex sank as far into him as possible with every thrust.

As Lex pounded into him, Clark wrapped one of his hands around his own cock. He began to pump it firmly, the foreskin sliding over the swollen shaft. His touch felt good, but Lex's would feel even better. Clark reached out, his fingers connecting with Lex's hand where it lay flat across his chest. Grasping it, Clark drew the hand down to join his own on his cock.

Lex's fingers curved around the hard length and Clark slipped his hand out from underneath, so that it was Lex's palm in contact with the slick skin. Then he closed his fingers back over the top, guiding Lex into the rhythm he needed.

With a pleased sigh Clark thrust forward into the tight grip on his cock and then back onto the shaft filling his ass. It was perfect. The fingers of Lex's free hand twisting and pulling at his nipples only made it better. It was also more sensation than Clark could take for long without coming. He felt the familiar tightening in his balls and bucked frantically as pleasure exploded along his nerves.

Clark laced his fingers through Lex's, increasing the pressure on his cock. Hot come spilled out, splashing Clark's chest as his hips jerked roughly.

"Fuck, Lex!" Clark gritted out, pressing back hard against the body wrapped around his own.

"Beautiful, Clark, just beautiful." Lex's voice was a ragged whisper close by his ear.

Feeling Lex's movements lose their fluid grace, Clark ground against him as the aftershocks shivered through his own body. A few more short, rapid thrusts took Lex over the edge as well and he froze with his cock buried deep in Clark's ass. Clark felt the hot come pulsing into him and turned his head blindly so that he could kiss Lex, his lips dragging wetly across the smooth cheek.

Lex was shuddering as he rode out his climax, but he turned into the kiss until their mouths connected in a messy tangle of lips and tongues. They shared their panted breaths until Lex finally collapsed against Clark's back, seemingly exhausted.

They lay together for a long time recovering until Lex shifted, carefully easing his lax cock from Clark's ass. With an effort, Clark reached over the edge of the bed, snagging one of the towels they'd discarded on the floor earlier. Then he rolled onto his back, finally facing Lex.

Lex was watching him, a neutral expression on his face. He didn't seem unhappy, though. Clark smiled, leaning across to kiss him gently. Lex's lips parted under his own and they spent several minutes lazily exploring each other's mouths.

When they drew apart Clark reached between them, cleaning them both up. Satisfied that he'd wiped away all the traces of come and lube, Clark tossed the towel away again.

"Was that passion, Clark?" Lex asked suddenly, his blue eyes shadowed.

Clark stretched out a hand, his fingers smoothing away the faint lines on Lex's forehead. "Yes, it was," he said slowly, his expression thoughtful. "But it was more than that." His eyes locked with Lex's. "I think it was love."

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