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*This*

Clark hung up the phone and turned around. "They're pretty upset. What did your dad say?"

Chloe looked up from where she was sitting on the bed with a smile pasted on her face. "Yeah, he's not very happy either."

Clark nodded. "Well, at least you're not alone. Sorry about your car."

She smiled again as she shoved her cell phone in her bag. "It wasn't your fault. You weren't driving."

The call to his parents had been tense. After they'd gotten over been concerned about the accident, they were just pissed. 'Why are you in Metropolis, son?' and 'We expected more.' His dad was really a pain sometimes.

Clark looked around the room they were stuck in for the night and sighed. He leaned on the dresser with one hip and crossed his ankles. "Well at least we can watch some tv... the sign advertised cable."

Chloe nodded. "I guess. I wish we could go out somewhere... Did you notice somewhere we could get dinner at?"

"I could call Lex. He's here for some meetings."

Chloe nodded. "That'd be fun. Probably."

Clark grinned and nodded enthusiastically. "I'll call him."

He dialed the number from memory and tried not to notice the frown that crossed Chloe's face. Lex answered immediately.

"Hello."

"Lex! It's Clark. Me and Chloe are stranded in Metropolis for the night and we want you to take us out."

"Like dinner?"

"That'd be great."

"Where are you?"

"Motel 6 on Adams and Sixth. Room 408."

"Be there soon."

When Clark turned around, Chloe was looking at him hopefully. "He'll be here soon."

He smiled at her and sat on the end of the bed and picked up the remote. He flipped the channels for a few minutes and wondered where the tension had come from. He patted Chloe's knee. "It's going to be okay, Chloe.

She nodded. "It's just..." She looked around the room, gesturing. "Y'know?"

"Not really. What's going on?"

Chloe shook her head and got up from the bed. "I have to, uh, freshen up."

She dragged her purse with her into the bathroom.

Clark stared after her, completely confused. 'Why is this so awkward? It's just Chloe.' He heard the sink running in the bathroom and then the door opened. Chloe looked like she felt better. Her smile was real and her make-up and hair fixed.

"Better?" Clark asked.

She grinned and nodded, and crossed the room to sit next to him. "What are you watching?"

Clark shrugged, answering, "I dunno. Just looking really."

They sat in silence, Chloe staring at the screen, Clark changing channels and watching Chloe from the corner of his eye.

The knock on the door made them both jump. Clark got up to answer it. Lex stood there, casually, a small smile on his face. "You guys hungry?" He carried two pizza boxes with a bag resting on the top, grease leaking, wonderful garlicy smells seeping into the room.

Clark smiled and opened the door further, stepping back to allow Lex to enter the room. "Lex!" exclaimed Chloe. "You're a lifesaver! Did you bring garlic rolls?" She nabbed the bag and started tearing into it, oblivious to the looks on the boys' faces. Clark and Lex looked at each other, then Chloe and they laughed.

She looked up quizzically, smiled and went back to the rolls. Clark laughed again and took the boxes from Lex. "Have a seat, Lex." Clark pointed at the bed.

Lex raised an eyebrow at the bed and looked at Clark. Clark blushed fiercely and Lex whispered, "One bed, Clark?"

"It isn't like that, Lex. It's close to the garage and we didn't have much cash on us."

Chloe watched Clark and Lex whisper to each other as she licked a buttery, garlic covered finger and said, "I don't know what you two are planning, but it better involve me."

Clark looked guilty, but didn't answer. He just opened the box and started eating the pizza. Lex took a wedge from the box and held it up in a mock toast before carefully taking a bite.

"Not going to tell me, huh?" Chloe noted. "That's okay. I'll just hold the rolls hostage."

Clark looked at Lex and back to Chloe. Sighing, he finally answered. "Lex was just commenting on the, uh, the lack of sleeping quarters." The blush covered his cheeks and reached his ears.

Chloe was silent for a good thirty seconds before she answered, "Well, Lex can sleep with us as long as he's not a bed hog. I think there's room for three."

The only sound was Lex choking on the pizza. Chloe grinned as Clark swatted Lex on the back. Lex coughed into his hand, eyes watering.

Clark asked, "Lex, are you okay?" He tried not to think about what Chloe had just suggested.

Lex held up a hand, coughed a couple more times and looked at Chloe. "I assure you, Miss Sullivan, I am not a bed hog."

Clark looked from Lex to Chloe, their eyes intent on each other. "Um, guys?

I was just going to sleep on the floor?"

"Clark in the middle? We both want him." Chloe added.

"Um. You both? Want me?" Clark was being ignored for the moment.

Lex eyed Chloe. "Why do you think that?"

Clark started to get a little upset. "Hey guys? Don't I get any say in whatever this is?"

"In a minute, Clark. Chloe and I are having a discussion."

"It's obvious, Lex. You stare at him the same way I do. Go out of your way to touch him, see him."

Clark's mouth hung open as he stared at Lex. He set the pizza down and put the boxes on the floor. He turned back to Chloe and Lex, watching them intently. He stood between them, breaking their eye contact. He faced Lex and leaned over, dropping a kiss on Lex's lips. He turned to find Chloe's mouth open, and he kissed her, too, catching mostly the corner of her mouth.

Chloe and Lex exchanged a look and Clark just grinned. "What? Come on. I'm a seventeen-year old boy. Of course I've thought about it."

"Where do you get these ideas, Clark?" Lex asked.

"Me and Pete..."

Chloe looked shocked. "You and Pete?" she choked out.

"No!" Clark almost shouted. "No, not that. We watched these videos he pilfered from his older brother. Besides, you guys started it."

"Yeah, but I already have a reputation and Chloe... Wait. Chloe, where did you get these ideas?"

It was Chloe's turn to blush. "Internet?" asked Lex.

She nodded, "So you've done this before, Lex?"

"Probably." He answered the looks he got with a smirk. "I'm not going to put a definition on this."

"But what is this?" Chloe questioned. Clark shrugged and looked from Chloe to Lex.

"Experimenting? I don't know." He looked at Lex for an answer.

"Didn't I just say I wasn't going to define this? Just go with it. Worry about whatever later."

Clark nodded and looked at Chloe. She was biting her lip, eyes darting from Clark to Lex. He could almost see her mind working. Clark stepped closer to her and touched her cheek with his thumb. "Lex is right," Clark said softly. "Don't worry." He cupped her chin and leaned down. Tilting his head, he hoped for the best, and kissed her. For real this time. No corner of the mouth, no meteor suggestion, nothing except Chloe.

She tasted like garlic.

He half grinned as she opened her mouth and coaxed his tongue inside.

And then Clark couldn't think anymore because there was a hot, hard body pressed to his back. A mouth trailing open-mouthed kisses along the back of

his neck, fingers gripping his hips. Clark moaned low in his throat as

Chloe's hands found the waist of his jeans and held on, her fingers brushing

against bare skin.

~~~+++~~~

Lex didn't want to share. The idea that this might be easier for Clark pushed him to accept it. He'd only planned on bringing them dinner, maybe watching a movie. But when Chloe's joke turned serious, he was only really upset that he hadn't brought any lube.

Lex stepped back from Clark and took a deep breath. "Clark. Chloe." He waited a second before repeating himself. "Clark."

Clark stepped back glancing back at Lex and blushing. Chloe was breathing hard, seemed to notice where her hands were and jerked them away, blushing herself.

Lex chuckled and pointed out, "Listen, I think there are some things we're going to need to do this. Why don't we go to my penthouse and I'll bring you back here in the morning for your car or back home if it isn't ready."

Clark and Chloe exchanged a look before Clark asked, "How far?"

Lex chuckled. "Not far. Ten minutes."

Chloe nodded. "Let's go."

~~~+++~~~

The ride was a little tense. Chloe kept biting her lip and darting looks from Lex to Clark from the back seat. The car was filled with smells from the forgotten Italian food. Lex rested his hand on Clark's knee the whole time.

They finally got to Lex's place and after a short elevator ride, they made their way into the apartment and Lex locked the door.

The awkwardness was back. Clark was figiting with the hem of his shirt and didn't seem to know where to look. Chloe was fixated on a sculpture in a corner.

"Hey, Clark, Chloe? Are you guys still okay with this?"

They both nodded profusely. Clark grinned and stepped closer to Lex.

Leaning down, he pressed his lips to Lex's and pulled him close. Tongues met and slid across each other. Clark felt small hands come around his waist and a very feminine body mold to his back. Breasts pressed into him, slim fingers dipped inside his jeans. Clark's senses were going to go into overload.

Lex stepped back and started to unbutton his shirt. Breath coming fast and hard, lips wet and swollen. Clark made a strangled noise in his throat as

Chloe's hand found a nipple. He turned to face her, smiling down at her.

Chloe grinned back and her fingers ran over Clark's shirt, down to the hem and tugged up. "Off." She whispered. "Want to see."

"Yeah. Off with it, Clark." came a voice from behind him, encouraging him. Clark didn't have to think about it, he just pulled the shirt over his head and tossed it into a corner. Hands were all over him almost immediately. Fingers stroking his back, fingers running up his chest, Clark closed his eyes.

Chloe's hands were back at his waist, fumbling with the button there. "Chloe, what, wait. What about you?"

Chloe blushed, but didn't hesitate to strip her shirt off. Clark stared and reached a hand out hesitantly, asking permission with his eyes. She stepped into his touch. His hand brushed her breast and he jerked his hand back, eyes wide. Chloe took his hand and pressed it to her breast and Lex was whispering in his ear. "That's it, Clark. Touch her. She wants you to."

Lex arched into him, and Clark moaned. Lex's hands came around to the button on his jeans, releasing it and plunged inside. "Oh, God. Lex." Clark was nearly beyond words. His cock was hard, breath ragged and he had a breast in one hand and Lex's hands were down his pants.

Chloe reached out and unzipped Clark's jeans. She tugged them down, and kneeled down to take off his shoes.

"God. I have to sit. I can't stand like this. It's too much."

"Are you okay, Clark?" Lex asked. Chloe looked up at him from her position on her knees. Clark groaned.

"Uh. Yeah, I'm okay. Just can't stand up."

Lex chuckled. Chloe finished with Clark's shoes so he could step out of them and his jeans. Lex gave Clark a light push, towards the bedroom, saying, "Right through that door, Clark."

Lex reached a hand down to Chloe to help her up as Clark made his way into the bedroom. Clark could hear them whispering behind him, but he couldn't make his brain listen to what they were saying. He also couldn't really bring himself to care.

He made it to the bedroom, but stopped in the doorway. The bed was huge. Clark stared at it a minute before Lex cleared his throat behind him. "Everything okay, Clark?"

Clark nodded as he made his way into the room. He turned around, a half grin on his face. "Aren't you going to sit down, Clark?"

"Oh, yeah. I guess."

He sat on the edge of the bed and blushed some more. He wasn't sure where to put his hands or where to look. Both Chloe and Lex had their shirts off and he couldn't decide which chest to focus on. They seemed to decide for him, Chloe standing in front of him and Lex climbing behind him on the bed.

Chloe leaned down to kiss him, and Clark forgot his confusion. Her mouth on his, her tongue in his mouth, her hands smoothing down his chest. She kissed down his jaw to his neck, pausing to bite every few kisses. She went down on her knees as she kissed down. Clark's sternum, his stomach, navel. She laved the skin with her tongue.

Lex was on his knees behind Clark, lips on his ear, fingers exploring his chest. Clark tilted his head back and Lex found the pulse on his neck and sucked before searching for Clark’s lips. Clark reached up to cradle Lex’s head in his hands, holding him close. Lex’s tongue plunged inside just as he felt fingers inside his boxers, brushing against the head of his cock.

Clark tore his mouth away and a strangled moan escaped his lips. “Chloe. God.”

She smiled at him as she hooked her fingers in the waist of his boxers and tugged on them. Clark raised his hips and she dragged them down and off. In a shaky voice, Clark said, “Chloe, you’re wearing too many clothes.” He half turned, looking at Lex and added, “You too, Lex. I can’t be the only naked one.”

Chloe giggled, but stood to comply. She reached around to unhook her bra, but she was moving too slowly for Clark. He reached over with his large hands and pulled her to him by her belt loops. He unbuttoned her jeans and slid them down, hands on her hips, grazing her skin.

His skin was dark against hers. All soft curves and silky skin, Clark wanted to touch everywhere at the same time. Probably staring too long, but he didn’t care. Hands worked across skin, pausing to cup and squeeze. One found a breast and he squeezed gently, and she moaned and arched into it. Brushing his thumb across a nipple elicited a deep moan, and he pulled her into his lap.

He felt skin pressed to his back, hard muscles against his, hot breath in his ear. “Clark,” whispered Lex. Clark turned his head to catch Lex’s mouth in a kiss.

Chloe wiggled against him. “Lex,” whispered Clark. “How?”

Lex groaned and pulled back. He looked a question at Clark before glancing at Chloe. “Chloe, have you done…?”

She shook her head, “But I want to. I want Clark.”

Lex smiled at her. “Me too.”

Clark groaned and buried his face in Chloe’s neck. “It’s okay, Clark.” Chloe whispered in his ear and ran her fingers through his hair. She untangled herself from Clark and crawled up on the bed and settled herself back on the pillows. Lex nudged him, and Clark wound up stretched out next to her. Lex slipped off the bed and left the room

Clark leaned down to kiss Chloe, his hands roaming her body, one came to rest on her taut stomach. She grabbed the hand and pushed it lower. Clark made a noise of surprise that turned into a moan when he felt soft curls beneath his fingers. He pulled away and looked at her. "Are you sure, Chloe?" She nodded and threaded her fingers in his hair and pulled him down for another kiss.

So hot, so wet. Chloe was arching towards his fingers and he followed the rolling of her hips. He felt Lex slip into the bed behind him. A tongue was in his ear, fingers on his hips. Lex was talking again and Clark tried to concentrate on the words. "...inside her, Clark?"

He tore his lips from Chloe's and turned towards Lex. "Hmm?"

Lex repeated himself, "Do you want to be inside her?"

Clark just nodded and turned back to Chloe. He lowered his head and captured a nipple in his mouth as Lex continued to whisper instructions in his ear. "Make her ready for you, Clark. Can you do that? Push into her, use your thumb on her clit."

Clark used two fingers to slide into the tight hole, and brushed his thumb across the hard little peak. The warmth and wetness covered his fingers as he thrust in and out slowly. Chloe moaned and arched against his fingers. Clark stilled, risked a glance at her face before biting gently. Chloe cried out and clung to Clark's hair.

"Clark, I think she's ready. Are you?"

Clark nodded and looked at his hand when he felt something thrust into it. He stared at the foil packet in his shaky fingers and looked from it to Lex. "I... Lex?" Lex took it back and opened it. Lex watched Clark's face as he rolled the condom on him. He could barely believe how Lex’s fingers felt.

Clark got up on his knees between Chloe's thighs and lifted her hips. He looked at Lex who just nodded at him. With one hand he reached down and guided his latex clad penis into her. Slow. Slowly, can't hurt her. He watched her face as he slid in, stopping when the noises changed.

He waited a few seconds until she arched into him, and he began to thrust.

Gentle at first, until Chloe started begging. "Please, Clark. Harder, come on."

He thrust harder, moaning low in his throat. Lex grabbed his hand and Clark's eyes flew open. Lex guided it down to the little nub he’d found before and Clark nodded and rubbed. Chloe arched into him and started to meet his thrusts. She groaned and cried out before falling limply back on the bed.

Clark quit trying to hold back and after a couple more thrusts, the tingling started at the back of his spine and spread through him, “Chloe, Oh, Chlo.” And he finally came, falling back on his heels. The only sound in the room was the panting from Clark.

He finally opened his eyes to see Chloe grinning up at him. He looked a little sheepish as he realized where his hands still were; one, on a hip, the other still between her legs. He shifted and flopped on his side next to her. Grinning, he dipped his head in for another kiss.

Insistent fingers were kneading his back, a tongue licking along his collar-bone. Lex whispered in his ear, “My turn, Clark.”

Clark turned to look at Lex, who smiled at him before lips met his. Their tongues dueled. Lex’s hands were everywhere, sliding along his stomach, across his back, down to his ass. Clark groaned into the kiss and brought his arms around Lex. He barely registered Lex slipping the condom off of him.

He could feel Lex’s hardness against him, jutting into his hip. And the stirrings in his own cock, as Lex touched him. Lex pulled away and pushed him back into the pillows. Lex, up on his knees, leaned over Clark and mouthed kisses down his chest. He paused to tease a nipple before dipping his tongue into Clark’s navel.

It was different. Chloe’s touches had been tentative, gentle. Lex was sure and rough. Like Lex knew what Clark would like even when Clark didn’t even know. He was confident in everything, especially this. Lex’s hands stroked his skin, his tongue explored the plains and valleys of his body.

Clark felt Chloe watching him. He turned to look at her and the desire was back in her eyes. She met his gaze and bent to kiss him. Lex’s fingers found places to tease that Clark hadn’t realized would feel so good. The back of his knee, his inner thigh; touches so light, he could barely feel them.

Chloe’s breasts pressed into his arm and her hair fell in his face. Clark felt like he was being touched everywhere at the same time. There were little zings of heat and tension underneath his skin making his brain fuzzy. Thinking was becoming difficult.

And then it became impossible. Heat and wetness on his cock, faintest hint of sharp teeth; Clark couldn’t think. He tore his mouth away from Chloe’s and stared. Lex’s eyes met his and Clark could only throw his head back and groan. He tried not to thrust, really, he did, but he couldn’t help it.

Lex just accepted it. Allowed Clark to fuck his mouth. Encouraged it even, with his hands, his tongue. The strangled cry forced from his throat was loud in the room. “Lex, oh, God, too good. Gonna…can’t hold back. Too much,” babbled Clark.

Lex was swallowing, muscles working around Clark’s cock, not missing a drop.

Lex was still hard. It was the first thing that registered with Clark when he finally started thinking again. Well, that and that Lex was talking to him again. “…ready, Clark?”

Clark nodded. He wasn’t sure what Lex had said, but whatever it was, Clark was pretty sure it would be good. Probably better than good, closer to amazing. He wasn’t ready for the slick finger thrust inside him, though, and his eyes opened in surprise. It wasn’t that it hurt, Clark didn’t think Lex could hurt him, physically, but then Lex hit something inside that sent a jolt of pleasure through him that made him whimper.

“Relax, Clark. Going to be so good. So good for you.”

Clark nodded and concentrated on doing what Lex said. Took a deep breath, and Lex hit that spot again. Shaky breath out, when Lex’s finger was replaced with two. Stretching him, no question in Clark’s mind anymore what he was being prepared for. But he wanted it. Arching towards them, thrusting his hips to meet Lex’s twisting fingers.

Clark opened his eyes to find Chloe just staring at him. Sitting back on her heels, one set of fingers on her nipple, the other in her mouth. Eyes filled with lust, or longing, or something. Clark wasn’t sure, but he reached out to touch her thigh.

She grabbed his hand and shoved it between her legs. Moist, warm and slick, more than before because she had come. Clark had made her and that realization twisted something in his stomach. He felt her rock on his hand, and his fingers easily slipped inside.

A hard thrust by Lex brought his attention back to himself. A third finger had joined the other two inside him and Lex was stretching him, filling him. And then they were suddenly gone, leaving Clark feeling empty and hollow. Whimpering at the loss, he tried to focus on Lex.

Lex's hand was stroking his own cock, eyes intent on Clark, kneeling between Clark's legs. "Lex?" Clark watched Lex slide on a condom and use something to slick himself.

Lex’s eyes never left his. Steely blues practically boring holes in him with their intensity. The fingers were back, briefly before something larger. Clark closed his eyes. The push in was so slow. Slow enough for Clark to feel. Slow enough to make him beg.

“More. Please, Lex. Need this. Need you. Please. Oh, God. Lex, feels so good.”

The begging didn’t help. Lex was setting the pace. He was in charge.

Finally, Lex was all the way in. His fingers griping Clark’s hips, eyes still intent in his. He was still and Clark couldn’t stand it anymore. He needed this. Needed to move. Needed it hard. Now.

Clark lifted his hips, encouraged Lex to move, begged for it with his body and the soft pleas that escaped his lips until Lex did. Still slow, but now it was hard and steady. Thrusts that made Clark feel everything. The burn that turned into fierce pleasure as Lex hit that spot inside him every time.

A moan off to his side made him tear his eyes from Lex. Chloe. She still had a hard grip on Clark’s wrist, holding him to her. Still rocking on his fingers, using him. Her eyes were focused on Clark’s cock, hard again, on his stomach and leaking. She leaned forward, getting closer. Licked him. ‘Oh, Christ,’ he thought.

She started with just licking, but soon she was sucking the head into her mouth, running her tongue around it. Clark couldn’t think. So many new feelings, so many new sensations, Clark could barely think enough to keep breathing.

Harder against his fingers, tightening of her thighs around his hand; Chloe moved against him. She moaned and he could feel it, vibrations in his cock. Lex shoved inside him. Everything at once. He shouted, no words, just sound, loud and harsh, and erupted into Chloe’s mouth. He felt her pull away, but Lex was still inside him.

Still inside him thrusting, erratically, no real rhythm now. Biting his lip to maybe keep the noise inside, little grunts the only thing getting through. One final wild thrust, and Lex finally came, with a soft cry, Clark’s name on his lips.

Lex collapsed on top of him and Chloe curled up beside him. Clark wrapped his arms around both of them. Drifted off to sleep, sweaty, hot, sticky. Didn’t matter. This was all that mattered.

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