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, November 2002.

Author's notes - Part of the ClexFest at: http://www.kardasi.com/Lexclusive/ClexFest  In answer to the challenge: It's "Go to work with..." day at the high school and rather than follow his Dad, who he helps at work every day, Clark asks Lex. During the day something happens that brings the pair together sexually... bonus points for sex on a photocopier or in a stock room (Jezebel)

Thanks as always to Barbara for betaing, and for putting up with my insistence on not changing certain things. Heheheh! However, based on a comment she made to me, please note that in my mind, at least, this story is set in season one, after Zero. Spoilers for Jitters.

Clark dropped into the chair on the far side of Lex's desk and his backpack thumped to the floor beside him. He sighed theatrically, prompting Lex to look up from his computer screen with a smile.

"All right, Clark, you have my full attention," Lex said. "What's the problem?"

Looking slightly abashed at his overly dramatic interruption of Lex's work, Clark slumped further down into his seat.

"It's not really a problem..." Clark shrugged his shoulders.

Lex regarded him with faint amusement. "Well, now that you're here, why don't you tell me anyway."

Getting up from his desk, Lex moved across the room and retrieved two bottles of water. He handed one to Clark as he passed behind him, twisting the cap off of the second as he returned to his own seat. Lex tipped the blue bottle against his lips, taking a long drink as he looked at Clark expectantly.

Clark blinked, realising he'd been paying more attention to the movement of Lex's throat as he swallowed than was strictly necessary. Willing his cheeks not to flush, he dragged his thoughts back to the reason for his disenchantment.

"It's nothing really," Clark began. He paused for a moment then continued, "It's just that it's 'Go to work with...' day at school next week. We're supposed to shadow our father for a day to get experience of what it's like to be at work." He sighed again. "I mean, it's great in theory, but I help Dad out every day anyway, so I don't see what I'm going to learn."

Setting aside his bottle of Ty Nant, Lex leaned forward, arms resting on the top of his desk. He was smiling again.

"I see your problem, Clark," he said, "but I think I may have a solution for you."

"You do?" Clark tried not to sound too eager.

Lex leaned back in his chair again and nodded. "Why don't you tell your teacher exactly what you've just told me, and then ask if you can spend the day with me at the plant instead. It might not be the most exciting job in the world - processing crap is what it is - but at least it would be a new experience for you." Lex grinned as Clark stared back at him.

"Are you serious?" Clark asked, wide-eyed. He couldn't quite believe Lex was offering to do this, their friendship notwithstanding.

"Never more so," Lex assured him.

"Wow, that would be great, Lex," Clark enthused, but then his face fell. "Oh, but I guess I'd need to get my Dad's permission too and, well, I'm not sure he would agree."

Lex's eyes narrowed.

"Not even for the good of your school work?" he asked, his voice tight.

"Well, maybe..." Clark felt bad for reminding Lex of his Dad's low opinion of him. "He wants me to do well at school, of course."

Appreciating Clark's attempt to mediate the situation, Lex mustered a calculating grin. "So, perhaps you should go to your teachers first, get them on your side. If they agree you can present it to your father as a fait accompli."

Surprised into laughter, Clark relaxed. "I like the way you think, Lex. I knew there was a reason why you're my best friend."

They grinned at one another without further comment until Lex broke the moment, picking up his bottle of Ty Nant again and draining it in several long swallows.

Glancing quickly down at his hands, rather than find himself watching Lex once more, Clark added, "Seriously, though, thank you for this. It will be great." Clark knew he sounded ridiculously excited by the prospect of seeing what Lex actually did at the plant and hoped his friend didn't think he was a complete idiot because of it.

"It's my pleasure, Clark," Lex said with an easy smile. "I think you'll be disappointed when you find out how ordinary my day really is, though."

"Hey, it's got to be better than what I usually do around the farm," Clark insisted. "I'm really looking forward to it."

His enthusiasm was infectious.

"So am I," Lex told him with complete honesty.

Though, he reflected ruefully, not necessarily for the same reasons Clark was. Although Clark's current preoccupation with watching him as he drank from his bottle of water left that open to question. Lex tapped the blue glass against his bottom lip thoughtfully and noticed the colour rising in Clark's cheeks. 'Go to work with...' day might prove to be an interesting experience for them both.

Clark ventured into the kitchen, his eyes going to where his mother stood at the sink, preparing vegetables for dinner. Looking around, Clark could see no sign of his father. The more he thought about it, the more he concluded that it was probably a good thing. There was no way his Dad was going to like the idea of Clark working with Lex for an entire day, no matter that his teacher had already okayed the proposal.

Following Lex's suggestion the previous afternoon, Clark had talked to the teacher who was responsible for organising 'Go to work with...' day and pointed out that there was very little he didn't already know about his father's job. He had then outlined Lex's offer to allow him to spend the day at the LuthorCorp plant as an alternative. Instead of the resistance Clark had expected, his teacher had, in fact, seemed almost overawed by "Mr. Luthor's generosity" and had readily agreed to the plan. Now all Clark had to do was get his parents' backing as well.

As the screen door closed, Martha turned around and smiled at her son.

"Hi, Clark, did you have a good day at school?" she asked.

"Yeah, it was fine," Clark replied.

He headed for the fridge, pulling out a bottle of milk. Not wanting to get on his mother's bad side, Clark looked for a glass rather than drinking straight from the bottle. He downed the first glass in one go and poured himself a second, putting the milk away after doing so. Clark set the full glass down on the table and shrugged out of his backpack. He fidgeted with the straps for a moment before dropping it onto a chair.

"Mom..." he began slowly.

"What is it?" Martha walked over to him, drying her hands on a cloth.

Clark took a deep breath. "You know about this 'Go to work with...' day we're having at school next week, right?"

"Yes, you mentioned it to us. Is there a problem?" Martha smiled at Clark as he picked up his glass of milk and gulped half of it down. It seemed Kent men were capable of being trained in good manners after all. "I'm sure your Dad will be glad of the help for the day."

Sighing, Clark responded to her question. "Not exactly... well, kind of."

Martha's brows rose. "Well, that's clear as mud, Clark."

Deciding on a selective version of the truth, Clark explained, "I was talking to my teacher about it. It's just - well, you know how we're supposed to learn something new from this..."

"And you work with your father every day," Martha finished for him.

"Um, yeah." Clark stared down at his feet with sudden absorption. "It kind of defeats the object of the exercise really."

"So what did your teacher suggest?" Martha asked.

"He said if I could find someone else who was willing to let me shadow them for the day then that would be okay," Clark said in a rush. He still wasn't ready to look his mother in the eye.

"I see." Martha paused. "And did you have someone in mind?"

It was impossible to miss the faint note of amusement in his mother's voice. Clark felt the heat of his cheeks and knew that he was blushing, though he wasn't entirely sure why he should be embarrassed. He was only going to ask to spend the day with Lex at work, after all.

"Well, actually..."

Clark risked a quick glance up through his lashes. His mother was watching him, a knowing smile touching her lips. All at once she caught his eye, holding his gaze.

"And did Lex say yes?"

As he registered her words, Clark started. Was he really that transparent? Well, apparently he was. His mother's voice was calm, but Clark had the distinct impression she had mixed feelings.

"Um, yes, he did," Clark mumbled. "Is it okay if I go?"

Martha sighed.

"You know your father won't like it," she said carefully.

"Why do you think I didn't ask him first," Clark admitted ruefully.

"Well, I suppose if it's already been agreed upon with both Lex and your teacher..." Martha pursed her lips. "You really should have talked to us first, though."

"I know. I'm sorry." Clark ducked his head again. "But I knew Dad would say no then. Mom, I'm sure I'll learn much more at the plant with Lex than I would here on the farm."

"You're probably right, sweetie, but still..." Martha's hand came to rest on Clark's arm, rubbing lightly. "I know you think it's just because it's Lex, but it's not. Remember what happened the last time you visited the plant, Clark."

"Mom, that whole thing with Earl was a one time thing - and it wasn't even Lex's fault," Clark protested.

"I know, but it still happened." Martha watched her son and gave him a reassuring smile as she noted the growing look of disappointment in his eyes. "All right," she said finally, "if it's what you really want..."

"It is," said Clark hurriedly.

"Just promise me you'll be careful, Clark, and won't go anywhere off limits," Martha insisted, using her hand on his arm to give him a little shake.

"I promise I'll only go where Lex says it's safe," Clark assured her, a grin spreading across his face. He was glad he'd won her over... which just left his Dad.

"I trust you, Clark. Yes, you can go," said Martha. She gave him a quick, conspiratorial wink. "Just give me a day or two to talk your father round, all right?"

"Thanks, Mom!" Clark flashed her a brilliant smile. "You're the best." He dropped a quick kiss onto her hair, inordinately pleased that he was going to get his day with Lex with parental blessing.

"Yes, well, remember that the next time I tell you to tidy your room," Martha mock-scolded, but even that couldn't wipe the grin off Clark's face.

He drained the rest of his milk and set the empty glass back on the table. Then he reached out, dipping his fingers into the bowl of carrots Martha had been preparing. Clark stole several and crunched his way through them as his mother shooed him firmly out of her kitchen.

"But, Mom, I'm hungry," he protested, laughing.

"Homework," Martha admonished sternly, thrusting Clark's bag at him, "then dinner."

He took the backpack from her and headed up the stairs to his room. Clark was still buzzing with the knowledge that his mother had approved of him working with Lex. Knowing her powers of persuasion, Clark had every faith in her ability to convince his father what a good idea it was as well.

Until now, Clark hadn't really thought about the fact that this would be the first time since the situation with Earl and Level Three that he would have occasion to be inside the LuthorCorp plant. He wondered how he would feel about it. For that matter, he wondered how Lex had dealt with the fallout of the whole incident. After all, Lex was the one who'd been pistol whipped and then almost fallen to his death. But it wasn't something his friend had ever mentioned since, and Clark simply hadn't thought to ask.

It left Clark feeling more than a little guilty that he hadn't tried to find out how Lex was coping. Lex had risked his life by walking into the plant to face Earl... And that was the thought that Clark's mind continued to shy away from. He just didn't want to think about the possibility that Lex could have died. Yet, all Clark's powers notwithstanding, it had been a very real possibility.

Clark could only hope that Lex didn't think his omission was because he didn't care how Lex felt, when nothing could be further from the truth.

Pulling his school books out of his bag, Clark tried to concentrate on his homework, but he found his thoughts drifting. Images of Earl shaking violently and the catwalk collapsing out from underneath them all filled his mind. Clark shivered, even though his room was pleasantly warm.

As he forced his attention back to the page of trigonometry problems in front of him, Clark resolved to take the opportunity to ask Lex what had happened to Level Three since then. He found he was curious to know what had become of that mysterious empty space.

Much to Clark's relief, his mother had indeed managed to convince his father that it would be beneficial if he were allowed to spend 'Go to work with...' day at the LuthorCorp plant with Lex. Not that Jonathan had exactly approved of the idea - he had, in fact, grumbled loudly and repeatedly about it - but he had eventually given his permission. Though he had threatened dire consequences for Lex if any harm were to befall Clark while he was at the plant this time.

After all the anticipation it seemed almost anticlimactic when 'Go to work with...' day finally arrived and Clark found himself sitting in the reception area of the plant waiting for 'Mr. Luthor'. It never sounded right when people referred to Lex that way. Clark always thought of Lex's father when they talked about Mr. Luthor, and he certainly wouldn't have wanted to spend a day with Lionel!

It had taken Clark a while to decide what to wear. His habitual flannel shirt and jeans just hadn't seemed appropriate and he didn't own a proper suit, never having had the use for one.

Eventually his mother had taken pity on him and helped him come up with the ensemble of navy jacket and slacks with a pale blue shirt that he was currently wearing. She had also found one of Jonathan's ties for him, but Clark had rebelled against putting it on. Instead it was rolled up and stuffed into one of his jacket pockets. Clark was pretty sure Lex wouldn't send him home for not wearing the tie, but he wasn't taking any chances.

When Lex finally appeared, Clark jumped to his feet hurriedly. He'd been starting to feel a little uncomfortable, aware of the speculative glances the receptionist cast his way. She'd made it fairly apparent that she wondered just what business he had with Lex.

"Lex," Clark said with relief. "I was beginning to think you'd forgotten about me."

"Sorry, I had Dad on the phone and I couldn't get rid of him. Otherwise I'd have been down for you sooner. I hope my staff have been making you feel welcome." Lex glanced across at the receptionist who was rather obviously listening to their conversation. He frowned at her and she immediately looked away, seemingly finding something on her desk that needed attending to.

With a smirk, Lex turned his attention back to Clark, stopping a couple of feet away from him and looking him up and down, clearly impressed. "You didn't have to dress up on my account," Lex said when his eyes finally rose to Clark's face again.

Clark flushed slightly under his friend's scrutiny. "I'm trying to do this properly, Lex. They might be fine for the farm, but I couldn't come to work at your office in my jeans."

Lex didn't say so out loud, but he was inclined to disagree. He was actually rather fond of Clark's well worn jeans, but he supposed the boy had a point. "Well, full marks for effort, Clark," he said with a smile. "Now, let me give you the guided tour of my office before we get down to some work." He touched Clark's arm lightly to direct him. "It's this way."

Glad to be away from the eyes of the still curious receptionist, Clark followed after Lex. Looking around he noted that Lex worked in a completely different part of the plant from the processing area he and his classmates had visited on their ill-fated field trip. Clark found that he was rather relieved by that fact.

The office itself was a surprise, much smaller and more basic than Clark had expected. Though the few personal items on display somehow managed to stamp Lex's personality on the otherwise somewhat sterile environment. Clark cast his eyes around the rather cramped space, eventually noticing that Lex was watching him, looking faintly amused.

"Not quite what you were expecting, Clark?" Lex asked with a grin.

Clark shrugged. "I suppose I kind of thought it would be bigger than this. You have a lot more room in the office at the mansion."

Lex leaned in close to whisper conspiratorially in Clark's ear, "Which is why I work from home whenever I can. Just don't tell the boss."

They both laughed as Lex straightened up and moved around the desk. He took a seat and waved in the direction of the empty visitor's chair.

"Have a seat, Clark, and welcome to the world of LuthorCorp..." said Lex with a wry smile.

As the morning passed, Clark found that working with Lex was nothing at all like he'd expected it to be. Somehow he'd thought that being in charge of the plant would be... well, a lot more high-powered than it apparently was. Lex made a lot of very ordinary sounding phone calls; he also read the large pile of mail and reports that his secretary stacked neatly in his in-tray.

It didn't escape Clark's attention that most of the paperwork seemed to be deftly shifted to the out-tray so that it could be sent to someone else to be dealt with. Indeed, Clark had spent a lot of time copying the stack of correspondence for Lex and filing the copies with appropriate notations of who the originals had been forwarded to. Clark had cast his eyes over a few of the letters, but again they seemed disappointingly mundane, nothing more than delivery problems and accounting questions. All in all, Lex retained very few items for his own personal attention.

When Clark finally commented on the fact, Lex looked across at him with a sly smirk.

"The noble art of delegation, Clark," Lex informed him. "When you have subordinates it's the first thing you need to learn. It's their job to know all the little details that make the plant run smoothly, so there's no point in me getting bogged down with all these routine problems. They can solve them far quicker than I'd be able to, so I pass all this paperwork straight on to them to be dealt with. But I have the copies I've kept you busy making this morning so I can keep an eye on things and make sure they actually are doing their jobs. The letters I keep back from the start are the ones dealing with more serious problems, or those requiring decisions only I can make."

Lex suddenly grinned at Clark. "Let me give you a practical demonstration."

Clark had to move quickly to catch the thick sheaf of papers Lex tossed across the desk to him.

"What's this?" Clark asked, staring blankly at the columns of figures on the pages he held.

"Delegation in action," Lex replied at once. "I need that information transcribed onto a spreadsheet as soon as possible." He swivelled his computer around so that the screen was now facing Clark. "Knock yourself out..."

Clark stared from the spreadsheet to Lex and back again. There were a lot of figures...

Relenting a little Lex asked, "You know Excel, don't you?"

"Um, yeah," Clark admitted.

"So, I just need you to type those figures into here." Lex reached around and tapped a finger on the screen, indicating a blank column on the spreadsheet. "I've already set up all the formulas. Once it's done that will be this month's sales projections finished... and then we can have lunch."

Lex laughed softly as Clark glared at him for a moment longer, but then reached for the keyboard and began typing.

Much later, with Lex's spreadsheet and several other tasks behind him - as well as the promised lunch - Clark was momentarily left to his own devices. As a result he found his thoughts drifting to the conversation he'd had with his mother about the incident with Earl Jenkins and Level Three. It had been in the back of his mind ever since he'd set foot in the plant that morning, but he'd successfully managed to avoid thinking about it too much with Lex keeping him busy.

All the same, he had resolved to ask Lex what had happened about Level Three since then, though Clark felt somewhat awkward about bringing the subject up. It really wasn't something he and Lex had ever talked about after the event and he wasn't sure if Lex would want to be reminded of that day.

Clark fidgeted with the cuff of his jacket, absently picking at the material. Finally he ventured, "Lex, can I ask you a question?"

Hearing the slight note of uncertainty in his friend's voice, Lex looked up from the report he'd been working on and gave Clark his full attention.

"Sure, Clark." Lex gave an easy smile. "Anything you want to know, you can always ask me." He watched Clark's eyes fix on him, the soft green half-veiled behind dark lashes.

Clark wondered just how true that was, well aware that Lex's answers were often evasions or half truths at best. Then again, given that Clark could never be entirely honest with Lex, it probably wasn't fair of him to censure Lex because of it. Right now, though, the clear blue of Lex's gaze was open and gently encouraging, so Clark decided to take him at his word.

"Okay," he said. "I just... Well, I wondered what had happened to Level Three - you know, after everything that went on with Earl. I mean, your Dad had gone to a lot of trouble to hide the fact there was ever anything down there."

If he hadn't been watching Lex so closely, Clark might have missed the faint tightening of Lex's lips in response to his question. As it was, he saw the slight, involuntary reaction, followed by the effort Lex made to relax again as he leaned back in his chair, fingers steepled in front of his face.

In his turn, Lex watched Clark, wondering what had prompted the boy to ask about that of all things.

Lex tapped the tips of his fingers against his lips for a moment. He hadn't been able to entirely suppress the instinctive shudder that ran through him at the mention of Level Three. He could still remember all too vividly how close he'd come to falling from the collapsing catwalk. The thought of how his body would have been smashed to pieces on the hard concrete floor far below if Clark hadn't somehow managed to pull him to safety never failed to spark a reaction in Lex.

And now here was Clark, sitting in his office, watching him with those beautifully sincere eyes and asking what had become of Level Three since then. On the surface it was an innocuous enough question, but there was something about the way Clark seemed to be hiding behind that curtain of lashes, looking at Lex askance...

Lex felt a sudden stab of hurt when he realised Clark was looking at him as if he didn't expect a straight answer. Was that why Clark had mentioned Lionel's cover up? Did he believe that Lex had known all along what had been going on down there? Until now, Lex had been sure that Clark understood he'd been kept in the dark about the experiments his father had sanctioned.

Refraining from calling Clark on it, Lex opted instead to go with the old adage that actions spoke louder than words. He met Clark's gaze squarely and asked, "Would you like to go down there and see?"

Clark looked startled for a moment, only adding to Lex's conviction that he had expected an evasion.

"Um, sure," Clark replied after a moment. "If you have the time to spare."

"Of course I do." Lex saved the report file he'd been working on and pushed his chair back. "Clark, as you've already seen, running a crap factory generally isn't the most exciting job in the world. I don't know about you, but I'd be glad of the break." He paused by Clark's chair. "Are you coming?"

"Oh, yeah." Clark flashed him a quick grin as he got up, falling into step with Lex as they left the office together.

They walked in silence as Lex led Clark through the maze of corridors that made up the plant. Each one looked the same to Clark and he wondered if anyone ever got lost in here. Soon they left the office sections behind, moving into the processing area of the plant that Clark found he did remember from his last, eventful visit.

All of a sudden Lex reached out, stopping Clark with a careful touch to his elbow.

"See..." Lex gestured towards the end of the corridor just ahead of them.

Standing still, Clark looked in the direction Lex was pointing. He frowned, puzzled. It was just an elevator... Oh.

Clark abruptly realised exactly which elevator he was looking at. It was no longer bricked up and hidden behind a fake wall, but as visible as any other he'd seen around the plant.

"Lex?" he asked, turning back towards the man standing beside him.

There was a visible tightness around Lex's eyes, and all at once it occurred to Clark that being here probably brought back all kinds of bad memories for his friend.

"No more hidden elevators, Clark," Lex was saying, just a trace of bitterness in his tone, as Clark tuned back in to the conversation. "Come on, I'll show you what we've done to the place."

With a quick shake of his head, Clark stood his ground. "No, it's okay, Lex. I don't really need to go down there."

Lex raised one eyebrow in question as Clark backed away a couple of steps.

"I promise you, it really is just being used for storage now, Clark. There are no more secret experiments going on," he said calmly.

"It's not that." Clark frowned slightly. "This is about you," he continued after a pause.

"Me?" Lex looked honestly surprised. "Why?"

Clark looked a little uncomfortable, unsure if he should say any more. Eventually he decided that Lex wasn't likely to simply let the matter drop, so it was better if he just came out and said it.

"I saw how you reacted when I first mentioned Level Three and Earl." Clark waited a moment, but Lex remained silent, not giving him any clue as to what he was thinking. Still feeling somewhat awkward, Clark continued, "Have you been down here since... since what happened?"

"Since you saved my life, again, you mean?" Lex's eyes narrowed as he watched Clark carefully.

Clark nodded.

The blue gaze became a little unfocused as Lex considered his answer.

"Once," he said finally. "The place hadn't been cleaned up then, though." Lex shrugged his shoulders, just a shade too casual.

"Did it... scare you?" Clark asked, then bit his lip, wishing he could take the words back. He hadn't meant to be quite that blunt.

Lex gave a faint smile, but it didn't reach his eyes. "I nearly fell to my death when that catwalk gave way, Clark. If you hadn't been there..." Lex let the implication trail off into silence. "What do you think?"

As it happened, Clark couldn't help but think that if he hadn't been there, hadn't been able to use his X-ray vision to find the hidden elevator, then Lex would never have been in danger like that. Not that he could say that out loud. Then again, if he hadn't been able to show Earl the way to Level Three then the man might simply have shot Lex instead. Clark couldn't suppress the shudder that ran through him at that thought.

"I'm sorry, Lex," Clark said softly.

Lex's smile widened, became a little less strained. "It wasn't your fault, Clark. We both know it was my father who was ultimately responsible for what happened to Earl." He squeezed Clark's arm in reassurance. "Do you want to go and see how mundane and ordinary the place is now? Maybe it will set both our fears at rest."

The blue of Lex's eyes was clear and open; it seemed to draw Clark in. He was very aware of the heat of Lex's hand where it rested on his arm. A faint shiver ran through him again, but Clark had the feeling it was nothing to do with fear.

Lex, however, interpreted it that way. He pulled back, turning away from the elevator and taking a few steps along the corridor in the direction they'd just come from. "It's okay, Clark," he said. "We don't have to do this."

Already Clark found himself missing the weight of Lex's touch. He tried not to think about what that meant as he squared his shoulders.

"Yes, we do," Clark said firmly. "Come on, Lex, it's just an elevator, right."

Stopping in his tracks, Lex swung back round to face Clark. A wry smile twisted his lips. "Sure... what could possibly go wrong?"

Clark couldn't help but grin at Lex's fatalistic comment as they slowly walked the last few feet to the elevator. Well, this was Smallville... It was Lex who reached out and pressed the call button and then they waited in silence. Both of them jumped when the buzzer sounded and the doors opened smoothly.

They shared a look as they stepped inside, both giving in to slightly nervous laughter as the doors glided shut again. The panel now had a proper button, clearly marked for the third level of the plant. Lex leaned across and pressed it and at once the elevator began to descend.

When the car came to a stop, delivering them to Level Three, both Clark and Lex hesitated for a moment before getting out. In the end it was Lex who made the first move, Clark following close on his heels.

As they stepped out onto the rebuilt catwalk Clark looked around. He could see the space in his mind's eye the way it had been the last time he was here. It was just as huge as Clark remembered it being, but now it was brightly lit, not shadowy and dark. Also, instead of the cavernous emptiness he recalled, it was filled with bank upon bank of the massive drums of LuthorCorp chemicals that Clark had seen in another ill-fated situation back at the Kent Farm.

At the far end of the catwalk a metal staircase spiralled down to the floor far below. The place seemed to be deserted apart from himself and Lex, but Clark could see several forklifts and other pieces of machinery. They looked like toys from up here.

Lex was standing by the guard rail, trying not to look down. Clark noticed just how white his knuckles were as they gripped the metal railing. Lex was holding on tight and the expression on his face was definitely strained. Clark moved to stand beside him, not quite touching.

"Are you all right, Lex?" he asked anxiously.

A hollow laugh answered him. "I'm not that good with heights at the best of times, Clark," Lex added after a moment.

"Then let's go back to your office." Clark felt a little guilty now for making Lex do this. He could feel the aura of fear surrounding his friend like something tangible.

To Clark's surprise, Lex shook his head.

"No, Clark, I need to do this." Lex turned to look at him. "I should have come down here long before now. It was a mistake not to."

"Face your fears to overcome them?" Clark could understand that.

"Something like that." Lex gave another of those uncharacteristically nervous sounding laughs. "By staying away I've built this place up in my mind as something to be feared. But it's just a room, Clark. What happened... Yes, it happened, but it's over and done with. I don't need to be afraid of this place any more."

Unconsciously, Lex had edged nearer to Clark as he spoke, drawn by his friend's reassuring solidity. Now he found himself shoulder to shoulder with him, touching lightly all down the length of his arm. Clark didn't seem to mind the contact and Lex was too grateful for it to ask permission.

Despite his words, Lex was far from comfortable. Standing by himself he had felt as if the catwalk was swaying under his feet, moving, dropping away... The sinking feeling in the pit of his stomach made Lex feel nauseous and he closed his eyes, trying to keep his breathing slow and deep.


Clark's voice was rich with concern and Lex felt the arm he'd been leaning against slide up to rest across his shoulders.

Aware of the way that Lex was resting against him, Clark hadn't minded a bit, quite the contrary, in fact. Lex so often maintained a clearly defined space around himself, not letting anyone get too close. But it hadn't escaped Clark's notice that he was one of the few people Lex allowed to trespass on his personal space without comment or complaint.

That fact had always made Clark feel good in ways he hadn't dared to examine too closely. And this wasn't the first time today that Lex had purposely reached across that gap between them. Although, the earlier touches had been far more casual than this.

Lost in his thoughts, it took Clark a moment to pick up on Lex's distress. Then he felt Lex sway against him, his breathing sounding harsh and loud. Clark turned to find Lex with his eyes squeezed tightly shut, his skin ashen and lightly sheened with sweat. Without thinking, Clark tightened the arm he'd placed around his friend's shoulders, lending Lex his strength, steadying him.

"Lex, are you sure you're all right?" Clark asked with real concern.

"Yeah, just... just give me a second," Lex managed, still breathing hard.

It took him a little longer than that, but after a minute or two Lex fought down his panic. He opened his eyes, finding Clark watching him worriedly. The intense green gaze regarded him from just inches away and Lex felt as if he were falling all over again. But the arm around his shoulders grounded him, reassuring him of the stability of the metal walkway under his feet.

"Fuck!" said Lex succinctly, trying to pull away.

Faint amusement sparked in Clark's eyes at the uncharacteristic obscenity; normally Lex was polite to a fault. He resisted Lex's repeated attempts at withdrawal, keeping him tucked in close to his side.

"Do you feel better now?" Clark asked.

Lex scrubbed a hand across his face, grimacing as a film of sweat clung to his palm. He nodded, aware that Clark was still watching him closely.

A slight blush coloured Clark's cheeks as Lex looked up to meet his stare head on. Lex wondered what the boy was seeing in his eyes, though he had a feeling that he knew.

Heat was spreading through him, centred on the places where his body touched Clark's. It wasn't a new reaction, but Lex's guard hadn't been down this much around Clark since he'd first admitted to himself that he wanted him as more than a friend. Lex's breathing speeded up again, but it wasn't from fear this time.

To satisfy the prompting of his unexpectedly insistent conscience, Lex tried once more to pull away from Clark. Gently but firmly he was held in place. All right...

Lex turned in the circle of Clark's arms. He searched Clark's eyes, trying to read the expression in them. There was nothing he could have called uncertainty, only a rising heat that matched his own.

"Clark..." Lex leaned in closer, his lips parting enough to let his tongue sweep over them. He was very much aware of the way Clark's stare had fixed on his mouth, watching as he moistened it with the tip of his tongue.

Discarding the last twinges of conscience, Lex closed the remaining distance between them. As he rested against Clark, Lex could feel the rapid rise and fall of the boy's chest. One last pause, still with no attempt at avoidance by Clark, and then Lex's mouth was closing over his friend's, kissing him hungrily.

Lex felt rather than heard the soft moan Clark gave as their lips touched. The warm breath was shared between them as Lex reached up and curved a hand around Clark's cheek, tilting his head to a better angle. Clark was responding enthusiastically, opening his mouth under Lex's, his tongue stealing out in curiosity.

In his turn, Lex licked the slick flesh, coaxing it into his mouth where he could suck and nip on the tip as Clark began to explore. Sliding his own tongue over it, Lex got his first proper taste of Clark. It wasn't enough and he went in search of more, the kiss quickly becoming rougher and more intense as all hesitancy vanished.

The fact that they were high above the floor of Level Three, pressed against the scant protection of the metal guard rail, had ceased to be an issue for either of them. Their thoughts were focused elsewhere as they traded hard, hungry kisses in between hurriedly snatched breaths they both begrudged. Hands went searching too, finding their way under cloth to warm, smooth skin stretched tight over muscle and bone.

It was the chill touch of metal against unexpectedly bare skin that finally brought Clark out of the haze of lust for long enough to register the precarious position he and Lex were in. Panting hard he pulled his mouth away from Lex's, ignoring the instant protest.

"Lex!" he gasped. "Wait!"

"Clark...?" Lex's eyes were dark, only a bare sliver of blue visible around the pupil.

"Lex, stop, remember where we are," Clark insisted more firmly, pushing at the body pressed along the length of his own.

Reluctantly, Lex withdrew just a little. His gaze focused as he looked around, once more taking in the fact that they were on the high, exposed catwalk. He also noticed the dishevelled state of his own and Clark's clothing.

"Shit!" Lex muttered with feeling.

"Yeah," Clark agreed ruefully. "Care to take this somewhere more private... and a little closer to the ground?"

Without another word Lex pulled the rest of the way back from Clark. He grabbed the boy's hand and dragged him across the walkway as fast as he dared. Neither of them looked down as they headed for the staircase on the other side. When they reached it, they descended in silence, Clark close on Lex's heels.

As they got to the bottom of the stairs, Lex took Clark's hand again, pulling him to a door set in the wall. Lex wrenched it open, reaching in to flick on a light.

Clark turned to him and grinned as he realised that Lex had led him to a small storage room. It was piled high with boxes, but there was enough space to accommodate them.

Giving him a sharp push, Lex urged Clark over the threshold. He followed him inside and pulled the door closed behind them. The bare bulb hanging from the ceiling cast a harsh light across Lex's face, exposing the raw hunger of his expression.

"Private enough for you, Clark?" Lex asked, his voice rough with need.

"Perfect," Clark replied. He caught hold of Lex's shoulders, pushing him back until he fetched up against one of the stacks of boxes. He crowded in close, feeling the press of Lex's erection at his hip. Shifting his stance slightly, Clark let Lex feel the evidence of his own arousal.

"Fuck, you don't mess around, do you, Clark," Lex gasped as Clark rubbed against him.

"Wanted you too long," Clark murmured between bites as he nipped his way from Lex's jaw, down the side of his neck to the smooth hollow of his throat.

"Done anything like this before?" Lex's head banged into a box as he tilted it back, giving Clark more room to work.

"No." Clark paused for a moment. "Is that a problem?"

Lex took a second to consider. He knew that it should be, but there was no way he was stopping Clark now, lack of experience notwithstanding. Certainly not when the boy was so clearly willing.

"Not from where I'm standing," Lex replied, his words fading out into a moan.

Clark had unbuttoned Lex's shirt and was sucking lightly on one nipple, scattering his thoughts completely. The tousled head of dark hair lifted away from his chest for a moment and Clark flashed him a brilliant grin.

"Good!" Clark said, then leaned back down and went to work on the other nipple, the rough surface of his tongue swiping back and forth over it.

Leaning back, Lex let Clark explore at will. This confidence wasn't what he'd expected from his blushing farm boy, but Lex didn't mind. Nor did he mind the fact that Clark's attentions weren't the most expert he'd ever received. Any lack of skill was more than made up for by the sheer enthusiasm and genuine enjoyment that Clark showed. Lex couldn't wait to see what else he had planned for him.

That question was quickly answered as Clark dropped to his knees in front of Lex. Large hands ghosted over the pale smoothness of Lex's stomach, the muscles fluttering under Clark's fingertips. He leaned in, his cheek pressing against the soft fabric of Lex's pants.

Clark heard Lex gasp as he rubbed his face carefully against the hard swell of Lex's cock. Even through the layers of material, Clark could feel the heat of it on his skin. He turned his head so that he could mouth the length of Lex's shaft through the taut fabric.

Lex let his hands fall, threading them into Clark's hair. He didn't want to stop him, but Clark had already told him he'd never done anything like this before. Lex was well aware that if Clark took this any further he was going to fuck that beautiful mouth until he came down that long, perfect throat. And Lex wasn't at all sure Clark was ready for that.

With a soft groan Lex tugged on Clark's hair, pulling him away from his crotch. Clark looked up at him, still on his knees, his eyes wide and hungry. It was almost enough to have Lex shoving him right back down, but he fought the urge. Instead he trailed the fingers of one hand across Clark's cheek, feeling the faint roughness of stubble against his fingertips. Then he slowly traced the outline of Clark's lips, shuddering when the boy's tongue stole out to taste him.

"Clark," Lex said, his voice cracking. Clark had slid his lips down over Lex's fingers, sucking on them in a way that made it quite clear he knew what to do with that sinful mouth. "If you keep doing that..."

"I know." Sitting back on his heels, Clark smiled up at Lex. "I want to. Please... Do you know how many times I've thought about this?"

Lex gave a rueful chuckle. "Probably not as many times as I have."

"Don't count on it." Clark was blushing again, but he didn't look away, his eyes locked with Lex's. "I really want to do this, Lex."

His hands slid around, cupping Lex's ass through his pants and pulling him forward. When he was close enough, Clark began to nuzzle the cloth draped erection again, inhaling the scent of Lex and sex, everything he wanted.

Catching hold of Clark's chin, Lex tipped his head back so that he could search the green eyes one more time. He found only certainty in the unwavering gaze.

"You're sure, Clark?" Lex asked again. He needed to hear the words, wanting there to be no misunderstandings between them.

"Yes." Clark smiled. "I'm sure."

With a quick nod, Lex surrendered.

He stroked Clark's hair with both hands for a moment before he pushed the boy's face back down to his groin. Clark responded by squeezing Lex's ass with his big hands.

Then Clark followed the line of Lex's waistband round until he found the button fastener. He worked it open and then slid the zipper down. Clark tugged at Lex's pants, letting them fall around his ankles. Lex was wearing dark boxer briefs underneath and they outlined the length of his cock perfectly.

Clark leaned in again, his tongue lapping at the damp patch covering the head of Lex's cock. Lex was making strangled sounds somewhere above him, his hands closing spasmodically in Clark's hair. The Lex scent was much stronger now and Clark breathed it in as he traced the shape of Lex's cock through his briefs.

Still Clark wanted more. He pulled at the waistband of Lex's underwear, carefully sliding them down to join Lex's pants around his ankles. Then Clark shifted back just far enough to let him get a proper look at Lex.

Immediately Clark felt a slight tension in Lex's body that hadn't been there a moment before and he looked up, a question in his eyes. Lex was watching him, a trace of his habitual guardedness back in his gaze.

"What's the matter, Lex?" Clark asked, uncertain. "Am I doing this wrong?"

"No!" Lex's fingers caressed his cheek softly, reassuring. "You're perfect, Clark."

"Then what?" Clark frowned. His gaze drifted down Lex's body again, taking in the seemingly endless pale skin and the smooth hairlessness of him, everywhere. All at once Clark's eyes snapped back up to meet the cool blue of Lex's stare. "Is it this?" Clark's hands moved carefully over Lex's crotch, touching the heated skin and indicating the lack of hair.

"It's not exactly normal, Clark," said Lex with a wry twist of his lips. "Sometimes people... don't react well to it."

Clark's eyes widened, wondering exactly what kind of reactions Lex might have endured. For himself, Clark couldn't imagine being that insensitive, besides, "I like it," he informed Lex. His cheeks were flushing again, but the look in Lex's eyes had softened, so he didn't care. "It's - well, it just feels like you."

"Bald, you mean," Lex retorted sardonically.

"Beautiful was more what I had in mind," Clark replied, his gaze dropping as embarrassment made him awkward.

He wondered if Lex would take that the wrong way. After all, it was usually girls who were referred to as being beautiful. Though Clark was more than willing to stand by his use of the word to describe Lex, and he was in no doubt at all about Lex's masculinity. The thick, heavy cock was just out of his reach and Clark really wanted to touch it, to find out what Lex tasted like without the layers of wool and cotton in the way.

"Clark..." Lex found himself at a loss for words. There was no artifice where Clark was concerned, just a touching honesty. Somehow the boy always managed to surprise him.

Looking up, Clark smiled tentatively. "Can I touch you, Lex?" he asked shyly.

"Christ, yes..." Lex let his head fall back against the boxes stacked behind him again, so close to coming just from the hunger in the looks Clark was giving him.

Fingertips, a little rough in their eagerness, ghosted over Lex's skin, exploring by touch. Lex dropped his hands heavily to Clark's shoulders, holding on as his knees threatened to give way. Clark was so close to him, Lex could feel the heat of his breath on his cock. It was no more than a phantom touch, just an echo of what he really wanted.

Slowly Clark's hands learned the feel of Lex's body, its contours and textures. Finally he turned his attention to the swollen cock, wrapping his hand around it and stroking experimentally.

Lex groaned. "Harder, Clark... Fuck!"

Encouraged, Clark tightened his fingers around the smooth length and began to squeeze more firmly. Lex's words trailed off, rapidly losing coherency and turning into moans. Smiling, Clark jacked Lex harder.

In response, Lex's hips began to move, thrusting his cock into Clark's grasp over and over. Pre-come was leaking from the tip, spilling onto Clark's fingers. The scent of sex became more intense, filling the small storeroom. Clark licked his lips, wanting to taste as well. Taking a deep breath he leaned in, lapping cautiously at the head of Lex's cock, sampling the slightly bitter fluid.

Clark quickly decided that he liked the way Lex tasted. Eagerly he began to swipe broad, wet licks across the tip, dipping into the slit for more. It only made it better when Lex gave a strangled moan, Clark's name somewhere in the midst of the sound.

Reaching out, Lex threaded his fingers into Clark's hair, holding him where Lex needed him to be. As his hips bucked, Lex slid his cock against Clark's lips, not forcing it, but leaving Clark in no doubt as to what he wanted. On the next thrust, Clark's lips parted and Lex's cock slipped into wet heat, tight and perfect.

As Lex pressed in deeper, Clark closed his mouth around the shaft, sucking carefully. Lex, however, was beyond caution. He was too close. With a deep groan he began to thrust his hips harder, the head of his cock bumping against the back of Clark's throat. Clark swallowed around it instinctively and Lex's cock slid in even further. It surprised them both, and with a sharp cry Lex was losing control, spilling hot come into Clark's mouth.

Clark kept swallowing, taking everything Lex had to give. He hadn't expected this, but it felt right. And Lex's soft moans of pleasure shivered through him, making Clark's cock harden in response.

Eventually Lex softened, and Clark slowly pulled back, releasing him from his mouth. Lex's hands loosed their grip on his hair at the same time, falling to his sides. Clark licked away the last traces of come from his lips as he sank back on his heels. He watched as Lex sagged against the stack of boxes, putting out his own hands to steady him.

Breathing hard, Lex finally looked down at Clark. The boy was still kneeling, his hair tousled where Lex's fingers had been clutching it. His cheeks were flushed and his mouth was wet and swollen - definitely well fucked, Lex found himself thinking. But it was Clark's eyes that caught Lex, wide and full of hunger. Clark was looking at him as if Lex was everything he'd ever wanted, his pupils dark and dilated with need.

Clark, who wasn't quite a virgin any more, and whose cock was stretching the front of his navy slacks... Lex suddenly couldn't take his own eyes off the bulge that was made even more obvious as Clark shifted his thighs a little further apart, pulling the pants tighter across his crotch.

Summoning up his energy, Lex kicked away the fabric that was pooled around his feet, hobbling him. Heaven alone knew what he looked like, naked from the waist down, jacket and shirt still on, though the shirt hung open. But Clark, Clark was still fully dressed and as far as Lex was concerned, that was just wrong.

Lex sank down in front of Clark, bringing their faces level. The screwed up mess of fabric that was his pants and briefs cushioned Lex's knees against the coldness of the floor.

All the while, Clark's eyes never left his face, and he continued to watch Lex with a barely concealed want.

Leaning forward, Lex captured the reddened lips in a rough kiss. His tongue thrust inside possessively, licking at the roof of Clark's mouth, tasting the traces of his own come.

Responding, Clark's hands moved upward, cradling Lex's bare scalp carefully. His fingers slipped over the smooth, sweat-slick skin, tracing its contours.

Sparing a little of his concentration from the kiss, Lex reached out and quickly began to unbutton Clark's shirt. His hands drifted over the warm, lightly tanned chest, feeling the play of strong muscles as Clark's breathing grew more ragged. Lex's fingers found Clark's nipples, pinching the dark nubs gently. When Clark moaned against his lips, Lex repeated the gesture, only harder.

Clark tore his mouth free, gasping frantically and grinding the heel of his hand down against his cock, hard, desperately trying not to come.

Seeing the gesture, Lex dropped one of his hands over Clark's, pressing firmly. Clark's skin burned against his palm and Lex wanted more of it to touch. Impatiently, he pushed Clark's hand out of the way, opening the fastening of the boy's pants as fast as he could. Clark was wearing a pair of boxers underneath, his cock tenting the pale blue fabric and pre-come darkening the front of them.

Slipping his fingers inside, Lex carefully pulled the thick shaft free of the damp, clinging material. He didn't have the patience to shift them both so that he could strip Clark properly. Lex just wanted a taste of that swollen cock, surprisingly uncut, rising from a tangle of dark curls at the base.

Lex pushed Clark back just enough so that he could bend down and take the heavy cock into his mouth. Clark shuddered and moaned at the first touch of Lex's lips on his overheated skin. Then Lex's tongue was working under Clark's foreskin, painting wet heat across the head as he licked it. One of Lex's hands closed around Clark's shaft, starting to stroke it hard as he continued to suck on the tip.

The taste of pre-come flooded Lex's mouth. He tongued the slit in search of more of the slick fluid as his hand worked Clark's cock. The foreskin glided over the steel of the shaft underneath as Lex made his strokes shorter and harder. Clark's head was back and he was moaning softly, the only identifiable sound Lex's name, repeated breathlessly over and over again.

All at once, Clark froze. Then his hips bucked convulsively as his climax washed over him.

Lex sucked strongly, savouring the taste of Clark's come as it spilled into his mouth. He felt a fierce surge of possessiveness, knowing he was the first, the only person to have seen Clark like this. Clark was his; in taking the boy's innocence he'd made him his own.

With gentle hands, Lex continued to stroke Clark until his moans began to sound a little pained. Lex knew Clark's skin had reached the uncomfortably sensitive stage, where further touch would only burn him more. Giving the head one last lick, Lex slowly sat up, letting go of Clark's lax cock.

If Lex had thought Clark looked well fucked before, it was doubly true now. Clark's face wore a faintly stunned expression, as if he hadn't known how good it would feel. Lex supposed he probably hadn't; the touch of his own hand couldn't possibly compare. He leaned across and kissed Clark again, more gently this time, sharing the taste of the boy's come with him.

Clark slid his tongue across Lex's, a lazy caress as his whole body felt sated, heavy with the aftermath of pleasure. Clark knew what his come tasted like. At sixteen he was, after all, no stranger to the comfort of his own hand and had licked the results from his fingers more than once. It wasn't the same, though, nothing like finding that familiar taste in Lex's mouth. Clark shivered, small aftershocks running over his skin as he and Lex continued their languid kiss.

He wasn't sure what he'd imagined it would be like, actually having sex, but Clark thought he should have expected it to feel more awkward than it did, somehow. Instead it felt surprisingly comfortable... well, the location aside. Clark certainly hadn't pictured his first time happening in a cramped storeroom in the depths of the LuthorCorp plant. Except, even that had a rightness about it that Clark couldn't explain.

Clark wondered if it was always like that - the sense of everything being exactly as it was supposed to be - or if it was just because it was Lex, his best friend.

Lex, who was gently separating their mouths, but who wasn't withdrawing. Lex, who was, unexpectedly, shifting Clark so that he could pull him to sit at his side, keeping him close. Clark hadn't thought of Lex as being a cuddler, but the arm thrown around his waist ensured he remained pressed against his friend, sharing the heat of his body.

Glancing sideways at Lex, Clark smiled tentatively. Lex hadn't said a word since before the whole sex thing and his silence was a little disconcerting. Clark wondered what he was thinking now. What if he decided this had all been a huge mistake...

Suddenly, Lex returned the smile, his expression unguarded and affectionate, and it was enough to relieve Clark's anxiety. Lex's eyes held more warmth than usual, the intense blue veiled briefly as his pale lashes dipped.

When he looked up again, Lex asked softly, "How do you feel, Clark?"

Before he could stop it, a huge grin plastered itself across Clark's face. In truth, he felt amazing. He'd had sex, with Lex, no less. All things considered, it was great.

Green eyes sparkling, Clark replied, "I feel wonderful, Lex. You?" He abruptly blushed, wondering if he could sound any more like a dorky teenager who'd just lost his virginity.

Apparently, though, Lex didn't mind. He was grinning right back at Clark and suddenly he actually looked barely more than a teenager himself, instead of the cool, composed businessman.

Clark discovered that he really liked the fact that he'd put that amazingly open expression on Lex's face; that he'd managed to make him look genuinely happy.

"I feel great, Clark," Lex said in answer to his question. He sounded inordinately pleased with himself.

Lex relaxed, leaning against the stack of boxes at his back and tilting his head to look up at the rough ceiling of the storeroom. "I also feel like a kid playing truant from school. You do realise my secretary probably has search parties out as we speak." Laughter still sparkled in Lex's eyes. "But you know what, I don't think I care."

Suddenly sobering, Lex reached over and brushed Clark's kiss-swollen lips with his thumb. "I don't regret anything about this, Clark. I hope you don't either."

"God, Lex... no!" Clark turned, focusing intently on his friend. "I could never regret this, not for any reason." He paused for a moment, thinking. "What about this place, Level Three, how do you feel about it now? Does it still scare you?"

Lex shook his head. His thumb still moved gently over Clark's skin, soothing rather than arousing now. "Not any more," he said decisively. "Now I have far more good memories to associate with it than bad ones. If I need to come down here, it's you I'll be thinking of, Clark."

Blushing, Clark caught hold of Lex's hand, drawing it away from his face and cradling it between both his own hands. He traced the lines on Lex's palm with a fingertip - he had a good, strong lifeline, Clark noted with wry amusement - and carefully stroked the calluses caused by Lex's fencing foil.

Clark bit his lower lip anxiously before asking, "What happens now, Lex?" He looked up from his study of Lex's hand, eyes earnest as they locked with his friend's.

Tilting his head, Lex watched Clark carefully. "What would you like to happen now?" he countered.

With a soft laugh Clark replied, "I'm a little out of my depth here, Lex. I was hoping you could help me out with that."

"And you think I'm not?" Lex muttered, more to himself than to Clark.

Curious, Clark asked, "What do you mean?"

Lex gave a tight smile. "Clark, my relationships have rarely, if ever, been with people I actually cared about."

"You care about me?" Clark looked shy, hiding behind a veil of downswept lashes. "Wait... you mean, you'd like to have a relationship with me?"

Lex's lips quirked, a fond expression settling on his face. "Yes, to both questions, Clark. Did you really think otherwise?"

"I - I guess I hoped." Clark flushed again. "Wow! This is... well, it's really a lot to take in."

Stilling the fingers that were playing across his palm with a gentle touch, Lex curled his hand around Clark's. He gave it a reassuring squeeze.

"There's no rush, Clark. I don't want you to feel pressured. Just know that I do care for you and this was never something casual for me." Lex gave a wry smile. "Listen to me... I know you were supposed to learn something new working with me today, but somehow I don't think this is what your teachers had in mind."

Laughing softly, Clark felt himself relax. "Doesn't Sex Ed count?" he teased, pleased when Lex's fair skin coloured just a little.

Yes, his friendship with Lex had changed irrevocably, but everything pointed to the fact that it had changed for the better. Lex wanted a real relationship with him and that was just... wow! Clark was incredibly happy.

He wished he and Lex could just stay here for the rest of the day, but Lex was probably right. More than likely his staff were wondering where Lex had got to. With a sigh, Clark acknowledged that they really did need to tidy themselves up and get back to Lex's office.

Reluctantly, Clark pulled away from Lex's encircling arm, scrambling to his feet. As he did, a thought occurred to him. "Hey, if my teacher asks I did learn something... and it has nothing to do with sex."

As he spoke, Clark was carefully tucking his cock back into his boxers and zipping up his pants. He was very aware of Lex's eyes on him, and when he glanced across at Lex his friend was watching his every move, heat still evident in his blue gaze.

"So, what did you learn, Clark?" Lex asked lazily, making no effort to tidy his own clothing.

"You taught me all about the importance of delegating, didn't you," Clark replied with a grin. "Want me to show you what a quick study I am?"

"And how do you plan on doing that?" Lex leaned forward, all at once back in Clark's personal space, face intent.

Clark smirked, a very Lex-like expression. "Well, you look like you have a problem with getting dressed and tidied up. Care to delegate that task to me?"

Lex smiled, showing his teeth. "Be my guest," he purred, his voice husky. "And, Clark..."

"Yeah?" Clark knelt beside Lex, hands reaching for his disordered clothes.

"I'm impressed with your... initiative." Lex sighed happily as warm fingers brushed against his skin. "Remind me to, ahhhh... give you a glowing reference. Fuck, Clark!" The wandering hands had drifted down to Lex's cock.

Clark paused, considering, while Lex shifted in frustration.

"Mmm, I appreciate the sentiment, Lex," Clark commented thoughtfully. "But I'm not sure how that would look on my resume."

Startled into laughter, for once Lex could think of nothing more to say.

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