After running away from home, breaking his mother's heart and destroying the trust his parents had in him, after scaring his friends to death, scaring himself to death, and destroying lives and property without a care in the world, after waking up from those activities as though from a nightmare and coming home to find that one of his best friends had died in a plane crash the very day that Clark had let him down by not showing up for his wedding, after all of that--Clark didn't know if he could face another disapproving person. He didn't know if he could keep from breaking down when he saw Helen. Everything hurt so much. Sometimes he wished that he could die, or that he'd never lived. He had caused so much pain and, the truth was, if he'd been at Lex's wedding, by his side as his best man, where he should have been, so much wouldn't have happened.

But he'd been stupid and scared--and angry. He hadn't wanted to stand next to Lex again and watch Lex pledge himself to someone else. Even if that 'someone' was as cool and great as Helen, even if she did make Lex happy. The truth was that no one was ever going to be cool or great enough for Lex. Not in Clark's eyes anyway. So, he hadn't gone to the wedding. He'd never intended to go. He'd known that it would hurt Lex, but he had been so sure that Lex would forgive him. So sure. How could he have known that he'd never get that forgiveness?

Clark stood on the steps of the mansion, looking up at the door, willing himself to knock or ring the bell, but there was a dark taste in the back of his mouth and he knew that he was going to cry. His throat closed up and he couldn't breathe.

Lex was gone.

Clark could go into the mansion, walk around the rooms, but Lex wouldn't be there. Clark could go into the library, touch the books, see the desk from which Lex ruled LexCorp, but Lex wouldn't come in and say Clark's name in that slow, drawn-out way like he was tasting it.

Clark swallowed hard, fighting down the sob that rose in his chest. He turned away. He couldn't do it. Not today.

"Clark?"

He froze with one foot on the next step down and his chin to his chest; his only movement his heaving breath and his quivering lips.

Helen's hand on his arm held him in place even though he wanted to run. Caught, he lifted his head and tried to look at her, but she swam in his filmy vision.

"Oh, Clark. Honey." Her voice was tender and she hugged him, her hands stroking up and down his back.

He tried to fight it. He really did. But he was sobbing, hot tears wetting her neck and shoulder as she held him and clucked soothingly.

Helen watched Clark closely as he sipped the glass of lemonade she had given him. They'd settled down onto the sofa in the library and Helen had recounted the last few hours of Lex's life.

"He was so happy, Clark. I wish you could've seen him." She noted that Clark's eyes filled and he ducked his head. "If it had to happen, I'm glad that it was on a day when he was happy."

Clark nodded, biting his lip.

"I still don't know how I survived. It's a blur. All I remember is that he shoved me out of the airplane after attaching the parachute. He promised he was right behind--" Helen let her voice break a little. "I--I would never have left him if I'd known that he wasn't going to follow."

Clark licked his lips and whispered. "He loved you. He wanted you to live."

Helen nodded. "I have to tell myself that. Otherwise, I'd drown in my grief." Helen bit her tongue hard to force tears into her eyes. "I loved him so much, Clark. So much."

Clark's eyes were full again and he shifted on the couch toward her, his hand on her knee in an attempt to comfort her. "I know. I loved him, too."

Helen wondered if Clark knew that she was well aware of just how much he had loved her husband. She shifted toward Clark and went for broke. "I don't know if I can make it, Clark. I really don't." She summoned her best skills and managed a convincing sob. "I can't go on without him. I need his strength. I miss him. I--I--" She was crying hysterically now and if it wouldn't have messed up the entire scene, she would have stopped to applaud. Damn, she had almost convinced herself.

"Oh God. Oh, Dr. Br--Luthor." Clark's arms flapped uselessly for a moment and then he pulled her close. She let herself sob softly on his shoulder and listened as he soothed her. "Shh. Shh, Dr. Luthor. Lex wouldn't want you to be so unhappy."

Helen cried for several minutes until she felt that the point had been made. She pulled away shyly, wiping at her eyes and smiling with some embarrassment.

"I'm so sorry, Clark. I haven't lost it like that in a couple of weeks. I guess it was just seeing you. I'm glad you came by. Lex cared about you a lot. He told me once that he knew if anything happened to him, you'd take care of me." Helen sniffled and rubbed at her eyes. "Lex thought the world of you, Clark."

Clark made a small noise that sounded like a whimper before vowing, "I'll never let anything happen to you, Helen. I'll always be here for you. You can call me anytime."

"Clark, you're so sweet. But, you're just being--"

"No! I want to. For Lex. Please. Please let me." Clark's voice broke a little. "I let him down before he died. Let me make it up to him now. Please."

Helen pretended to consider this, looking into his eyes with concern and admiration. "Okay. All right." She patted his hand softly. "You know that he loved you, Clark. He didn't hold it against you about the wedding."

Clark nodded. "Thank you."

Helen consulted her watch. "My God. I've got to go handle some phone calls. The distribution of the estate has been so--complicated."

Clark stood up and wiped his hands on his pants. He held out his right palm and they shook hands. "Dr. Luthor, call me anytime you need anything. Even if it is just someone to run an errand."

"After I cried all over you, I think you could call me 'Helen', don't you?"

Clark smiled softly. "Okay. Bye, Helen. Promise to call?"

"I promise, Clark."

She looked at him tenderly and then rose up on her toes to press a soft kiss to his lips.

He gasped a little in surprise.

"Thank you, Clark. You're such a sweet boy." Helen turned and left the room without looking back, well aware of the uncomfortable young man she'd left in her wake.

"Son, what does Dr. Luthor need with you at this time of the evening?"

Clark looked at his watch. It was nine at night. He supposed that it was rather late, but Helen had said she was having a rough night and she needed to talk to someone who remembered Lex the way she did.

"I don't know, Dad. She seemed pretty upset on the phone. I think she just wants to talk about Lex."

Jonathan frowned and Clark shifted uncomfortably. He hoped his dad didn't delay him too long. He was going to go to Helen no matter what and his dad wasn't going to stop him.

"Clark, why doesn't she talk to some friends closer to her own age?"

Clark shrugged. "Her friends didn't know Lex. They don't really understand how she's feeling or what kind of guy he was. She can't say something about the looks he'd give or the way he smiled and have them know just what she means."

"And you can?" Jonathan looked at him sternly.

"Yeah. I can. I was Lex's best friend, Dad, in case you've forgotten. We were close."

"Don't get smart with me, Clark."

Clark dropped his head in genuine contrition. He hated it when he was a jerk to his parents; he'd caused them enough pain for two lifetimes. "I'm sorry, Dad."

"Okay. Well, if you're sure that's all that's going on--" Jonathan trailed off.

Clark looked up in surprise. "Dad? Why would you say that? I mean, Helen is beautiful, but why would anything be going on? I'm a kid and she wouldn't be interested in me." Clark blushed and tried to appear indignant; ignoring the flare in his gut that spoke of the quality time he'd spent in the shower imagining just such a scenario. " I'm just trying to be a friend."

"I know, Clark. You're a good kid. Go on. Be back before midnight."

Clark hugged his dad and wished fervently that he really was a good kid. Not any more. Not after all he'd done, not after the pain he'd caused his family and friends.

The mansion was dark when he walked up to the front door. He shoved it open and walked toward the library.

"Clark?" Helen's voice called from the staircase. "Clark, come upstairs. I'm in our room watching television."

Clark took the stairs slowly, fighting the soft coil of lust that hardened his cock at the thought of Helen in bed--in Lex's bed. God, how many times had he thought of Lex in bed and been embarrassed by his body's responses?

And now he gazed at Helen, in a white nightgown, lying across the bed, hair spilling over the pillow, looking like an angel.

"Um, hi."

Helen smiled and patted the bed. "Sit. There's a great old movie on. You'll enjoy it."

Clark shifted his weight, hoping his cock would stop thickening and crossed to the bed. He sat down gingerly, careful to keep one foot on the floor. He turned to the television and was surprised to see The King And I.

Helen sighed. "I love this movie. I watched it all the time when I was a kid."

"Yeah?"

"Yeah." Helen laughed softly and said, "I just realized that I've always had a thing for bald men."

Clark smiled softly and kept his face turned to the television set. He took deep breaths and tried not to think about kissing his dead friend's wife. God. Lex's wife.

"Clark? Are you doing okay?"

Clark turned to her with a grin and hoped he sounded sincere. "I'm great. How about you? You said you needed to talk about Lex. You know I'm always here for you."

Helen smiled, crinkling her brow softly and looking like she thought Clark was the cutest puppy in the whole world. "Clark, you're such a good friend to me. Lex would have appreciated all that you've done."

Clark shrugged. "It isn't as if it's a hardship. I like you, you know."

Helen's face changed slightly at that. Clark couldn't describe the expression, but the word 'predatory' came to mind, along with 'curious'.

"Do you like me, Clark?"

Clark's eyes widened. Helen's voice was throaty and dark, not her usual voice at all. She shifted up onto her knees and he almost fell backwards off the bed as she crawled towards him.

He tried to catch his breath and wipe the shocked expression off of his face when she put her hands on his shoulders and leaned in to whisper against his lips. "How much do you like me?"

Clark heard two voices then, both screaming very loudly and for a moment he wasn't sure which one would win out. His mother was in his head, begging him to turn tail and run, to do the right thing, reminding him that Helen was grieving, wasn't in her right mind, was older, shouldn't be into a teenager, a mistake, mistake, mistake. The other voice, the one that sounded a lot like his cock, if it had a voice, desperate and insane with lust, just shouted "Yes! Yes! Do it!"

Helen's lips were soft and warm. Clark pulled her close and kissed her. He was afraid that his kisses were sloppy, but she didn't seem to mind, moaning into his mouth and pulling him against her harder, stroking against his tongue and licking his lips. Clark closed his eyes and let himself fall into the moment. His cock rejoiced, his mother sobbed, his mind shut down and his body responded.

Helen's skin ran under his fingers like silk, the soft curls of her hair falling down over his face as she shifted him on the bed and climbed on top of him. He didn't want to stop kissing her for even a second, afraid that his mind would start working again and all the reasons this was a bad idea would come pouring in like a bucket of cold water.

Helen's neck was bared to him and his mouth wandered over her soft landscape. His tongue explored the hollow of her throat and down over her chest. A quick flutter of her gown and he groaned as her breasts bobbed into view. He realized that she was naked and straddling him. His hands couldn't stop moving, running over every inch of her flesh, cupping her breasts, clutching her hips as he pressed his jeans-covered erection against her cunt.

Helen's mouth worked over his when she wasn't presenting him with soft skin to kiss or gorgeous breasts to suck. Clark felt his cock pulse with pre-come and he knew that he wasn't going to last.

"Helen--I'm--"

"Shh, baby, shh. I've got you."

And she did. Somehow his jeans and boxers were down around his knees and his t-shirt was pushed up, revealing his nipples. Clark scrunched his eyes tightly and tried desperately not to come when he felt the wet rub of her cunt against his cock and the press of her breasts to his chest.

"Clark?"

He took a gulping breath. "Yeah?"

"Are you a virgin, Clark? Can I do this?"

Clark didn't want her to know he was a virgin, but he thought she'd find out soon enough when he shot his load just from her rubbing those gorgeous breasts against him.

"Yeah and yeah, you can." Clark paused and opened his eyes, looking into hot, scalding brown depths. "God...yeah, please, do it."

Helen smiled softly and kissed him again. Clark held completely still when she sat up and lifted his cock into her hand. He groaned as she stroked it softly and seemed to admire it. "You're big, Clark. Has anyone ever told you before?"

Clark shook his head and held his breath. He was going to come if she didn't hurry and do something. "Please, Helen. Please."

Helen smiled and positioned him, pausing for a long moment before--

Oh. Oh fucking God.

Clark clenched his hands in the sheets and his feet skidded across the bed below. It was too good, too hot and slick and he was going to come. He shook his head hard, shutting his eyes and trying to get some kind of grip on his body's reaction. He couldn't stop himself, though, and he bucked up, sheathing himself fully.

Helen gasped and then settled down onto him. "Don't come yet, Clark. Just a second, baby, okay? It'll be so good. Just don't come yet."

Clark groaned and felt his whole body begin to shake with the need for release, but he held on and clung to the sheets.

Helen soothed him, rubbing her hands over his chest and down his arms. He dared a glimpse and his breath caught at her long, dark hair spilling over her shoulders, her breasts bobbing with each of her harsh breaths. His eyes wandered down and stopped where her dark curls brushed against his own wiry hair. He watched in disbelief as her body rose up, exposing his cock with a sweet, sweet slide that made his teeth ache, and then sheathed him again.

Oh. Oh God. He was fucking Helen. In Lex's bed. Lex's wife. And suddenly the idea of Lex's cock where his was now set him off--

His hands came free of the sheets and he gripped Helen's hips. Clark bucked up into her, lifting her easily to provide additional friction. He drove into her again and again; she threw her head back, crying out, and let him fuck her hard.

"Lex!" Helen cried out, and the harsh reminder of whose wife he was fucking was his undoing.

He pulsed, harsh, hurtful bursts that wrung him dry and pushed a scream out of his throat. He couldn't swear that he didn't call for Lex, too. He didn't care. It was too good and he was twitching with aftershocks.

Helen didn't pull off of him, resting her head against his chest as she took in gulps of air. Clark wrapped his arms around her and held her close. Unbidden memories of Lex assaulted his mind. Lex laughing, Lex sauntering towards him with a look of purpose on his face--he'd been so much more than Clark had understood until it was too late. A soft sob erupted from his chest and Helen shifted to wipe the sweaty hair from his forehead.

"It's okay, baby. That was so good. So good."

Clark let her soothe him as he drifted to sleep. His last thoughts were a collage of images finishing off with a lust-laced vision of Helen sucking Lex's cock while Clark fucked her and watched Lex come.

Clark was terrified that his parents would figure out what was going on between him and Helen.

It wasn't like he was in love with her. It wasn't like he didn't know what this was--sex to ease her pain, sex to make him feel close to Lex, sex to forget, sex to feel good. It wasn't about anything other than that and he didn't care.

But he knew how his parents would react, how any parent would react. It wasn't as though they could make too big of a mess out of it; they couldn't afford the close inspection. But he didn't want to hurt them and he knew how disappointed they would be if they knew. He had to keep it a secret and that was something that he knew how to do. Secrets were written into his DNA.

Sex with Helen was amazing. It was mind-numbingly, ball-achingly good. She knew what to do and how to do it. He trembled just thinking about her body and the slow, wet, sweaty hours he spent moving inside of her.

And Helen didn't seem to dislike Clark's performance. She came most of the time and always seemed satisfied afterwards. He knew that he was still green, probably nowhere near as good of a lover as Lex, but he was learning fast.

His friends were starting to ask questions though. Well, the ones who would talk to him. Pete and Lana were getting suspicious. Especially Lana. After Clark had returned home and she'd forgiven him enough to even speak to him, she told him that she didn't think this was the right time for them to be in a relationship. He had to agree for more reasons than one. Lana was great, but the fact was, he'd never be the kind of boy she needed. He wasn't going to be able to be there for her forever, no matter how much he wanted to be.

Besides, there was the little problem of being kind of in love with his best friend. His best male friend. His dead best male friend. And there was no way he could imagine trying to be what Lana needed when his guts were torn out over the loss of Lex, his potential baby brother or sister, and his own innocence. It still stunned him how the events of a single hour had changed his whole life.

Still, Lana remained a kind of friend, watching out for him and keeping her eye on his mental and emotional state. She didn't get too close and for that he was grateful, but he was aware that she took too much notice of how much time he was spending with Helen at the mansion.

He first realized it over a cup of coffee at the Talon.

"Clark?"

He looked up to see Lana leaning against the chair opposite him, and he shifted his feet off of its seat and to the floor. Indicating the now empty spot, he said, "Wanna sit?"

Lana smiled and dropped into the chair. "Thanks. I need a break."

Clark took a sip of his coffee and contemplated her face, briefly allowing himself to try to imagine her doing the things Helen did to him in bed. He shook his head. It didn't seem plausible. In fact, it seemed very wrong. He felt ashamed that he'd allowed himself to even think about it.

"Clark, I'm worried about you."

He sat up straighter and put on his best innocent face. "Thanks, Lana. But I'm doing a lot better, really."

"I know. It's just--well, you're spending a lot of time with Dr. Luthor. It seems a little--odd."

Clark shrugged. "I don't know why. Lex was one of my very best friends and she was his wife. We have a lot in common."

"Just Lex."

"Well, Lex was a lot."

Lana looked down at the floor for a moment and nodded. "Yeah. I miss him. It's hard to believe he isn't going to come waltzing in here demanding some coffee and a bagel to go." She smiled wistfully.

"Yeah."

"He used to come in every day on his way to the office. I can't believe he's gone. I'm glad he made those changes to the contract between us, though. Otherwise, I'd be afraid I was going to lose this place, too."

Clark nodded.

"Lex was teaching me self-defense. Did you know?"

Clark shook his head.

"He was so nice to me. A real friend. I--" Lana's voice broke. "I'm sorry, Clark. I know you must miss him terribly. I hope you and Helen are able to get some comfort from each other."

Clark smiled softly. "Thank you." He knew that Lana couldn't know how close her words hit to home.

Lana stood up and smoothed her hands across her pant legs. "Okay. Well, back to the grindstone." She paused for another long look at Clark. "I'm glad you're feeling better."

"Thanks."

Clark looked down at his coffee. That was too close and if Lana was thinking it, others would be thinking it, too. He'd have to be more careful.

God, if his parents found out...

Helen smiled as she stared into the microscope. Clark's semen was the most bizarre and strange thing she'd seen since she'd first looked at his blood. It was a medical science dream come true.

Alien. Mutant. Something.

She had a lot of time to figure it out and plenty of access to her specimen.

Seducing Clark had been one of her better ideas. It kept him close, it kept him distracted and it kept him loyal. She saw the way he looked at her now as though she was somehow his and that kind of attachment couldn't be bought. Lex's memory played the biggest role and she knew that she had the boy's infatuation with her dead husband to thank for the success of her seduction.

Her only concern was making sure that Lionel didn't find out about Clark until she was ready for him to know. If he discovered what she was harboring in the mansion, he'd take over and leave nothing for her to study. Clark would be a carcass, carved into small pieces before the end of the day.

That would be a waste. On so many levels.

Helen sighed and replaced the slide, cleaning up her work area and preparing to meet Clark for his afternoon visit. Teenage libido was proving to be quite enjoyable and the kid was really learning how to please her. Lex had been a great lover, but he had been tired often from the stresses of running his new business.

Helen sauntered down the hall of the mansion, cataloguing the things that she'd gained from Lex's demise: an amazing amount of wealth, a beautiful, secluded home, a mutant/alien/thing to study and, of course, the hot sex with said mystery on a daily basis.

All in all, killing Lex was probably the best idea she'd ever had, better even than seducing Clark.

Lex was a lot more useful dead.

Lex itched to leave the hovel that was his base of operations, but he knew he had to wait until the right time. Until he knew what it was that Helen really wanted, and why she had tried to have him killed.

"Mr. Luthor!"

Lex turned to see one of Lucas' trusted allies bustle into the room. George Markman was the name and Lex liked him just fine--he got the job done, anyway, and beggars couldn't be choosers.

George smirked nastily and thrust a videotape forward. "I've managed to get copies of the surveillance tapes from the mansion. There is one from your bedroom camera that you really need to see."

Lex lifted his brow. "Do tell, what could be so fascinating?" His stomach roiled. He suspected a video of his father fucking Helen would be enough to bring up his dinner.

"She's fucking a young kid. Someone named Clark."

Lex's face froze. Clark and Helen?

He reached out and took the tape from George and stared at it for a long, long, horrible moment and waved George out of the room.

Lex watched the video in private.

Clark sat back on his heels and watched his fingers sliding in and out of Helen's wetness. Helen, up on her elbows and knees, with her face buried in the pillow, simply moaned every time he slowly finger fucked her. Clark was hard again. They'd done this twice today, but he was ready for another round. So was Helen. She was wet and her pussy was swollen with lust. Her clit twice its normal size, engorged after hours of stimulation.

It was Saturday and his parents were out of town for the weekend. He had all day and Helen had said that he could have all night, too. If he wanted.

And he wanted.

God. He wanted.

It seemed like all he did any more was want. He couldn't think at school. He couldn't concentrate at The Torch or with any of his friends. All he could think about were the sexual games he played with Helen and the physical pleasure that kept back the grief and rage.

The frustrated and endlessly denied desire to feel white skin under his hands, to kiss scarred lips, to suckle flat nipples could be drowned in the ecstasy of orgasm. And, God, did he love to orgasm. But more than that, he loved the endless moments leading up to the release; the slow, long yearning that made him feel like he might go insane if he didn't come, the intense pleasure that Helen's body provided that led to hours of forgetting--or remembering in that obliterating way that mindless orgasm allowed.

Clark scooted closer to Helen, one hand on her hips to steady her, and slipped his fingers out of her entirely.

"Clark, baby, please--"

Her words were cut off when he inserted his thumb and fucked her slowly while teasing her clit with his slick fingers.

"Clark, oh, yesssss--" Helen hissed her pleasure and Clark leaned in to bite and kiss her ass cheeks, glimpsing the furl of her asshole and considering the way he'd used it just a few weeks earlier. It had been--different. Good. But intense because he pretended that it was Lex and--well, he'd come screaming for his dead best friend while fucking the ass of said friend's wife. It had been a hard thing to accept when he recalled it later. He tried to avoid such blatant replacement--Helen could never be Lex.

Helen's pussy gripped his thumb as she shook with another orgasm and Clark was ready to fuck her again. He kneeled up, peeled a third condom off the strip on the bed and slid it over his cock. After the first time, Helen had insisted on safe sex--no unwanted pregnancies, no diseases. Clark hadn't disagreed. The last thing he needed was to explain to Helen that she was pregnant with an alien's baby.

Not that Helen didn't already know there was something different about Clark.

Clark's nipples tightened as though chilled. He lined up his cock, rubbing the head over her clit and then sliding it up again to hold steady against her entrance.

"Hurry, baby. Need you."

Helen was always so eager and Clark wondered if that had been part of the appeal for Lex. Had she begged Lex, too? Called him 'baby'? Had her pussy felt so hot when Lex pressed into her?

Clark closed his eyes and bit his lip. His cock loved the tight squeeze of Helen around it and he grasped her hips as he settled in flush against her small frame. He was big and she was so small. Not as small as Lana, maybe, but a petite woman. He knew that his cock was large for her and she sometimes made sarcastic, joking comments after they had fucked for hours about not being able to walk the next day. Clark didn't regret his size or the pain that sometimes resulted from their joining--it was part of the pleasure for them both.

Clark held on as Helen trembled under him, her knees shaking in exhaustion. They'd fucked a lot today.

"Helen? Is this okay?"

Helen answered by bucking her hips and fucking herself on his cock. He guessed that was a 'yes'.

He flexed his hands minutely and stilled her motions completely. So easy to control her bird-like body, so slim and frail, not a problem to hold her down and fuck her senseless.

He pulled out of her slowly and thrust back in hard. Helen arched and cried out. Clark knew how she loved to be taken this way, loved the feel of his balls slapping her clit--she'd told him so many times, screamed it as he fucked her and made her come. Helen was verbal when she was on the verge of orgasm.

God, two months of near constant sex and he wondered if he'd ever get tired of it. His mom looked at him oddly--she suspected, she might even know. But he couldn't think of that now, not while his eyes rolled back in his head from the slick heat, the constant friction, the incredible flutter of vaginal muscles clutching and gripping.

"Clark, Clark, oh, baby, baby, yesssss, yes, fuck, yessss--gonna co--" Helen jerked and Clark felt the stronger clenching of orgasm and rocked it out, rocked through it. So good. "--ome, oh, God."

He loved to make her come. He felt like he had accomplished something profound. With his cock he banished her loneliness, her fear, her grief--for one long moment while she came, her mind was free of regrets and filled with the pleasure he gave her.

He closed his eyes, slid a hand around to finger her clit and prepared to do it again.

Lex stared at the screen.

Clark. Fucking his wife. Over and over. Jesus fucking Christ.

Helen's face was turned unwittingly toward the video camera, her hair a tangled mess, her cheeks flushed and her mouth opened in a soft 'O' of intense orgasm. Her ass in the air and her hands clutching desperately at a pillow, she rode out Clark's thrusts, convulsing a little as she apparently hit another line of ecstasy and went over the edge again.

Clark's eyes were closed in concentration and he kept a steady, ruthless pace. Lex knew his wife would come again if Clark kept it up. He had no doubt that Clark intended to do just that.

Lex opened his pants, pushing aside his underwear and drew out his aching cock. He didn't wait or tease himself, the video tape having provided more than ample stimulation. He began to fist his cock, needing immediate release--if not sooner.

Lex watched Clark stick a thumb into his mouth--beautiful cock-sucking lips around the thick base. Clark lowered his thumb and Lex choked in shock, hand skittering on his cock, as Clark pressed his thumb into Helen's ass. Helen arched and mewled, making sounds that Lex recognized as sensory overload. She was going to come again.

Clark fucked her ass with his thumb with the same rhythm he fucked her cunt and Lex stroked his cock in time with both. Helen rocked on her knees trying to get more and shook her head back and forth as though attempting to hold on a little longer. The sound on the video wasn't great, but he could hear Helen's voice clearly, gibberish and Clark's name continually spilling from her lips. Yes, she was going to come again and Lex was going to be right behind her.

Clark plunged his thumb in and left it, gripping Helen's hip with his other hand and speeding up the tempo. Clark bit his lip and groaned deep in his throat. Helen began to scream and shake. "I'm coming, I'm coming...Jesus Christ, I'm coming. Oh fuck, oh fuck, oh fuck. I'm coming. Clark, fuck, fuck, fuck."

Lex gripped his cock and beat off mercilessly as Clark drove into Helen faster and faster, prolonging her ecstasy until she had utterly collapsed and he supported her with his hand alone. Clark began to fuck Helen's ass with his thumb again, increasing his tempo and muttering under his breath. Gradually the muttering grew to a low growl and then a shout of Lex's name as Clark shuddered hard, mouth closed harshly on the 'x' and jerking like he would break open.

Lex stopped breathing. Lex saw stars. Lex thought he'd never stop coming.

As Clark eased out of Helen, she rolled over lazily. "Don't forget to throw the condom in the trash that I empty myself, baby."

Clark, still gasping, nodded and disposed of the sticky latex. He collapsed onto the bed next to Helen and closed his eyes.

"I don't think I can do it again today, Clark." Helen chuckled. "You've worn me out."

Clark smiled and reached out to pull her close. "I've worn myself out."

Helen curled against Clark and he smelled her hair. It smelled nice, but he preferred her skin--Lex's soap.

"Helen, I miss him."

Helen made a sad sound and touched his face. "I know, sweet angel. I miss him, too. Clark, he loved you so much."

Clark lowered his eyes and fought the tears that always came when she said those words. Lex had loved him. Helen had even said that Lex had wanted him. They could've--but, useless, those thoughts were useless.

The dream was slow and real. Clark's fingers clenched in the sheets and he tossed his head back and forth. Lex's mouth on his stomach, licking a line straight to his straining cock. Hot, wet, good.

"That's it, Clark. Show me how you want me."

Lex's voice was sandpaper and Clark responded helplessly to each word. He moaned and shook, thrusting his cock against Lex's cheek and whimpering words of adoration and love under his breath. Lex--was alive. Lex--was touching him. Lex--

He fisted the sheets in his hands and held on as Lex's lips grazed against the head of his cock.

"Did she taste you? Tell me what you thought of when she'd taste you."

"Lex--Oh God."

"You thought of God? You thought of me?"

Clark struggled to think of anything--anything at all. "I thought of how it felt. I wanted to forget. You were dead." Clark gulped and fought a strange wave of grief. "Lex--you're not dead."

"No. I'm not." Hot stripe up the side of his cock--that was Lex's tongue. Clark trembled and tried to breathe.

"Lex--I--never. Oh, God." Clark lost his train of thought as Lex's tongue twisted over the head of his cock and pleasure bolted from his cock up his spine.

"You never what, Clark?"

Clark gasped and gulped, his hands ripping into the sheets. "I never wanted her for her."

"I know, Clark. I know."

Clark woke gasping and straining for breath--his cock impossibly hard again and Helen nestled against his side, morning light streaking through the window and glinting in her hair.

It had been a dream. The worst kind. The kind that led to a moment of anguish upon awakening and the sense of loss was all too fresh again. Clark took long, steadying breaths, in and out.

He glanced at the clock. Oh, fuck. He was late. He should have been home hours ago.

The panic of that realization drove the remnants of the dream away and he leapt from the bed, threw on his clothes and kissed Helen's sleeping mouth before he raced from the room.

When Clark was grounded for two weeks, Helen pondered several plans to have the Kents killed and for Helen to be appointed Clark's guardian. She realized, of course, that would be impossible without getting Lionel in on the plan and she didn't want to involve him in anything to do with Clark quite yet.

When she was ready, she'd have the contents of Lex's secret room and her own research to back up any demands she wished to make. At that point, she'd hopefully have enough information to prove that Clark was not expendable and could be quite useful. She'd hate to give up such a well-trained specimen. Perhaps Clark would be willing to demonstrate to Lionel what an excellent student he could be in exchange for his life--or his parents' lives. Helen laughed at the thought.

It was ridiculous to be upset, anyway. It wasn't as though she didn't have enough semen and other bits of Clark to keep her busy for a few weeks. Besides, the reduction of natural opiates in her bloodstream due to the lack of sex seemed to give her an extra edge that was lacking when she was having multiple orgasms every day.

After several days holed up in her lab, Helen decided to take a break and head into town. She stopped in at the Talon and was ordering her coffee when Clark came in, his friend Pete in tow.

She could feel Clark's stare from across the room, but she pretended to be absorbed in her newspaper. She monitored his progress as he gradually crossed the room, losing his friend by pawning him off on Lana, and stood hesitantly by her table.

"Can I join you?"

He sounded so timid. Helen didn't know what caused him to be so insecure and she looked up, gracing him with a full smile. "Of course, Clark. Have a seat."

Helen folded her paper and took a sip of her coffee watching Clark shift uncomfortably for a few moments.

"I'm really sorry, Helen."

"About what, honey?"

Clark blushed and looked around, making sure his friends were still otherwise engaged and speaking in a whisper. "That I messed up. Got grounded. I'm sorry. I should have been more careful."

Helen smiled at him gently. "It's okay, Clark."

Clark shifted nervously. "Uh. So. I, uh--have I messed everything up?"

Helen realized that Clark thought that she wouldn't take him back, that this would remind her that she was involved with a high school student. She had to hold back a smirk. "No, Clark. Of course not. You're the best friend I've ever have and I don't imagine that I'll allow one little set back to interfere with our friendship--or the way we choose to celebrate it."

Clark looked infinitely relieved and he grinned broadly, leaning back in his chair. Helen licked her lips and remembered the condom in her purse. It had been over a week and Clark looked so fuckable with his hair a crumpled mess and his goofy smile.

Helen leaned forward a little and said, "Meet me in the women's room in two minutes."

Clark grew flustered and glanced at his friends. "But--"

"Be there."

Helen stood up and said loudly, "It's been good to see you, Clark." She smiled and gave him a small wink before heading for the hallway leading to the bathrooms. She entered the women's room and confirmed that her memory had served and that there was indeed a lock on the inside of the door. She turned to the mirror, opened her purse and applied some lipstick that she knew would soon be all over Clark's red lips.

She used the mirror to look at the door when it opened less than thirty seconds later. Clark darted into the bathroom, eyes wide and a hand clutching his obvious erection. Helen smirked and indicated with a gesture that he should lock the door. He instantly complied.

Helen pulled the condom from her purse and opened it. Clark hurried forward, already unzipping, pushing his pants down his hips and pulling his cock free. Helen sank to her knees, the cold, hard tiles uncomfortable. She looked up at Clark who met her eyes with a look full of unbridled lust. She smiled and licked up the underside of his cock which twitched at the touch. Then she opened her mouth and sucked the head of Clark's cock in, sliding down and up, leaving a smear of her just-applied lipstick along the shaft.

Pulling off, she positioned the condom and rolled it down easily. She eyed his balls hanging just in front of her face and she moved in to suck them into her mouth, tonguing them and sucking just hard enough. Clark stifled a moan above her before he pulled her up and flipped her around.

Helen braced her hands on the edge of the sink and looked into the mirror at Clark's image breathing heavily behind her. Clark lifted her skirt and didn't bother pulling her panties off, simply pushed them aside, exposing her, and pushed his cock in with a long, glorious thrust.

Helen shuddered and whimpered, her pussy stretched tight around Clark's huge cock. She didn't take her eyes from his face as he hung suspended for a moment sheathed within her completely, then he groaned, threw his head back and fucked her hard. She had to close her eyes as he slammed into her and she felt the sink shaking under her hands. The thrusts grew so rapid that Helen thought that they would burn a path along her sensitive tissues, but then Clark reined himself in and slowed the tempo, burying his face in her hair, nosing it aside to reveal her neck and latching on there, sucking a huge red mark into her skin.

Helen's knees buckled as Clark continued to fuck her senseless, she couldn't support herself against the sink any longer, her elbows gave out and her body twitched helplessly against Clark, shaking as he rammed into her. Finally, one of Clark's hands slipped around from her hips, up under her skirt and began to stroke her clit in just the right rhythm. She tried not to make a noise, tried not to babble like she normally did, but she feared that she was talking--confirmed when Clark's hand left her clit to cover her mouth, his thrusts only momentarily hitching.

Clark's arm around her waist supported her weight entirely and his palm over her lips held in her moans and cries. Helen snaked a hand down to her clit and expertly stroked it until she felt the spiral of orgasm starting, swallowing her reality in a crash of sensation. She pushed herself onward, stroking herself forward into the bliss, shaking and biting Clark's fingers as she came hard; she heard Clark grunt behind her and felt his cock pulsing in her cunt.

Harsh breaths sucked into her lungs grounded her and she whimpered as Clark moved away and discarded the condom in the trash, throwing several paper towels over it. He pulled his pants up and rebuttoned and rezipped as Helen tried to get her knees to work again.

He stepped close behind her, smoothed her skirt down and kissed her temple. Helen licked her lips and said, "Meet me at the mansion in forty minutes."

Clark nodded. "I'll be there. I'll find a way."

Helen smiled, watched Clark unlock the bathroom door and exit before heading to the trash to collect the used condom, stuffed it into a tube in her purse, splashed cold water on her face and went home to get fucked again.

Helen left Clark sleeping in the bed. She knew that she needed to wake him in a few hours to make sure that he got home before his parents could suspect him of breaking the rules of his grounding. She gathered the used condoms from the trash and headed down to her lab, pulling on some blue jeans and a tee-shirt first.

She didn't like going to the lab while Clark was in the house, but she wanted to make sure the semen was properly refrigerated before it deteriorated to a point that it would no longer be helpful to her studies.

Helen tied her hair up with a rubber band and proceeded to empty the condoms of their contents. She wished that she could have labeled them based on which fuck they came from, but that was silly, she knew that. Instead, she worked to get the sticky substance into Petri dishes, covered them and then turned to the refrigerator--

A noise from the hallway caught her attention and she froze in place for a moment before going ahead and placing the dishes in the fridge.

She called over her shoulder, "Clark. Hold on just a second, baby."

"Try again, Helen."

The crash of Petri dishes hitting the floor seemed far away and Helen turned slowly as though in a dream--a nightmare.

Lex.

Lex stood leaning in the doorway, eyes narrowed and lips thin.

Lex.

Who was dead. She'd killed him herself. Arranged his death so perfectly.

Lex.

"Hi, honey. I'm home."

Lex smirked as the blood drained from Helen's face and she had to catch herself to keep from fainting. Her mouth gaped open and shut like a fish and her eyes bulged in disbelief.

"Lex--" His name on her lips was a gasp of terror and she had reason to be afraid.

"Surprise!" Lex allowed a crazed smile to light his face.

"You're--"

"Not dead? Not fish food?" Lex pushed off of the door jamb and crossed to her, hands jammed deep into his pockets. "Sorry, Helen, but I'm alive and well."

"But I--"

"Well, you should have tried harder, honey. You should have shot me in the head, first, made sure that I was good and dead, before letting the plane crash get rid of the evidence." Lex paused, watching the horror on her face as she tried to process what she was seeing. "But, wait--I guess you couldn't have known whether or not they would be able to salvage the plane and possibly find my body, right?"

Helen opened her mouth and closed it again. Lex couldn't believe how long it was taking her to regain her composure. He needed to do something quickly to get the right reaction from her.

"So, been having a good time fucking a minor?"

Helen swallowed convulsively and shook her head. "I don't know what you mean." She seemed to gather herself together and forced a smile onto her face. She reached out to him. "Lex--my God! You're alive!"

He clucked softly. "Oh, you'll have to do better than that, Helen."

"What?" She blinked and turned slowly away, her hand fumbling in a drawer. Lex grinned. Yes, this is what he'd hoped for--

She whipped back around, her hand holding the gun shook uncontrollably.

Lex nodded and laughed. "Yes, come on now. Just say the words."

"What words? That I'm going to kill you? Because I am--I won't mess up twice."

Lex nodded and smiled cruelly, then fell to his knees just in case she actually fired as the sound of many feet came running into the room. A strong, earnest voice yelled, "Drop the weapon, Mrs. Luthor!"

Helen blinked and looked from Lex to the five federal marshals across the room. "You bastard! You're ruining everything!"

Lex nodded. "Perhaps."

Clark lay stretched across Lex's bed on top of the covers, skin golden in the sunlight and his hair sticking up in every direction. Lex noticed the red traces of lipstick on Clark's soft cock and the dried evidence of Helen's juices in his pubic hair. The room still smelled of sex and Lex's memory was providing him with an ongoing feed of the various videos he'd watched of Helen and Clark's trysts. Lex's cock was so hard it throbbed painfully.

Lex slowly unbuttoned his shirt, keeping his eye on Clark's sleeping face. He quickly shed his clothes, folding them neatly and placing them on the chair by the bed as he always had for the two years he'd lived in Smallville before his unplanned exile after his wedding to Helen. He opened the bedside drawer and pulled out at bottle of lubricant and a condom. He considered the condom for a moment and then tossed it back in the drawer.

Lex then crawled onto the bed carefully, his cock bobbing and his head buzzing with lust. Clark stirred restlessly and moaned. Lex settled beside Clark, propped on his elbow and carefully watching Clark's face. He let his hand fall to rest on Clark's inner thigh, his fingers gently stroking there and he smiled as Clark shifted his legs further apart and Clark's cock hardened instantly.

Lex leaned forward and inhaled Clark's scent and was pleased to find that he didn't smell of Helen, at least not at his neck. Lex pressed a soft kiss to his pulsing jugular and leaned back to make sure that Clark was still asleep. He was and so Lex let his hand drift up to cup Clark's balls and trace lightly over the straining shaft. Clark shifted and moaned, hands twisting into the sheets, muttering Lex's name under his breath.

Lex considered for only a moment, knowing that he was pushing the limits of violation--remembered the image of Clark, the boy he'd trusted and been so helplessly in love with, fucking his wife. He'd been violated--his memory, his bed, his life. Clark owed him.

He slicked two fingers and trailed his hand between Clark's spread legs, seeking and finding Clark's asshole easily. Clark spread his legs again and Lex was able to press into him without Clark waking.

Clark whimpered in his sleep when Lex brushed his prostate and spread his legs wider. Lex grinned and slid another finger in, fairly certain that Clark could take him soon. He took deep breaths of Clark's scent and then shifted slowly, slowly, so carefully, to kneel between Clark's spread legs. He quickly lubed his cock and then gently lifted Clark's legs onto his shoulders, he paused as Clark stirred a little, but apparently Clark and Helen had been very vigorous earlier because he still did not wake.

Lex positioned himself and pushed, pushed, pushed into the hot, unbearably tight and desperately needed sheathe of Clark's body. He closed his eyes and tried not to come as Clark's ass clutched him convulsively, adjusting to the invasion. Clark. He licked his lips when he had a grip on himself and opened his eyes--

Stared into shocked, green depths.

Clark spread his legs wantonly as Lex fingered his ass and he tried not to come when Lex brushed over that place deep inside that felt amazing. He felt bereft when Lex's fingers were gone and the horror of his death overwhelmed Clark momentarily, until Lex's cock was invading him--not dead, not dead, not dead--each push in was a chorus of the lie of Lex's death. Clark shuddered hard as Lex's cock rubbed against that place inside--

Most realistic dream ever.

Clark took a deep breath and consciousness washed over him. Hands on his hips. Throbbing cock in his ass. Muffled, masculine groan.

His eyes flew open. His heart stopped. His breath choked off. His cock flexed hard.

Lex.

It had to be a dream. But he was awake. Lex--

"Lex?"

"Shh. Don't talk, Clark. Don't ruin it."

Clark stared at the ghost between his thighs, felt the very real cock in his ass and knew that he had lost his mind. The ghost thrust into him and Clark arched off the bed at the sensation exploding over his skin.

"That's it, Clark. Let me fuck you. Let me have what's mine."

Clark gasped and choked as the ghost reamed him violently.

"Lex--"

"Shh."

Clark's cock jerked and jerked with each thrust and he couldn't breath, couldn't think as he soared higher and higher. He threw his head back and let go--let the insanity take over, gave into the sensations plundering him completely.

Lex watched Clark struggle for understanding and then give into the pleasure of being fucked. Lex gave in, too, allowing himself to kiss Clark, to pretend that this was consensual and all that he'd dreamed for two long, horny, desperate years and not the coercion that it really was.

He fucked Clark hard, tweaked his nipples, kissed his lips, bit his mouth, sucked his throat and fisted his cock--stroking him hard and fast. Clark's hips bucked to meet his and Lex pulled away from Clark's addictive tongue and lips to watch Clark's face scrunch up in an effort to stem orgasm--he changed his angle of penetration and held on tight when Clark's arched, expression crumbled and hot jets of come spurted between their straining bellies.

"Lex!"

Clark's voice was a whisper of wonder as he said Lex's name with each after shock of orgasm. Lex clutched Clark's cock long after it was spent and fucked Clark's sated, pliant body beneath him, sinking into Clark again and again. Green eyes stared into his with dawning understanding and Lex rocked in and out, in and out, making it last a little longer, a little more--

His toes curled, his whole body tingled and jerked, he stared at Clark and moaned his name as the lights dimmed around him, sound turned into a river rushing in his ears and he felt nothing but orgasm--coming apart heart, body, mind and soul.

Lex was alive. Lex was alive and he'd just fucked Clark. The liquid leaking from Clark's ass was Lex's come. Clark shuddered in remembered ecstasy and current horror.

Lex pulled free and looked away from him, wiping his cock off on the sheets. Clark's heart pounded in his chest, he was scared and thrilled and--angry.

"Lex--"

"Did you enjoy fucking my wife, Clark?"

Clark blinked and his throat swelled shut. He tried to sit up but was disgusted by the gush of come from his ass.

Lex dressed and Clark watched silently. When Lex reached the doorway, Clark managed to say, "I love you."

Lex stood silent for a moment and shook his head. "I know you did."

Clark didn't stop him as he left the room. He looked down at the come drying on his stomach and felt vomit rise in his throat.

It was too much.

He leapt from the bed and speeded to the bathroom, the porcelain of the toilet cool against his hands as he threw up again and again.

By the next day everyone in Smallville knew that Lex Luthor wasn't dead, that his wife had arranged his apparent death in order to inherit all of his worldly goods and that she was under arrest after attempting to finish the deed when Lex had returned home carrying a wire and escorted by five federal marshals. Clark hid in his barn for the next several days and refused all company, changing the radio station whenever a news report began and lying with his face buried in the pillows of the old couch.

His mom and dad had tried to talk to him, to figure out what exactly was so wrong but what could he tell them? That he'd fucked his best friend's wife for the last few months nearly every day? That he'd been fucked by Lex a few days ago and that it hadn't exactly been consensual? What was he supposed to say about how he'd betrayed Lex? How he'd been fooled and used and God knows what else by Helen? How he felt having fucked a woman who'd tried to murder her husband? Should he mention his fears that maybe she had ulterior motives in her seduction after all? Helen already knew too much about him--they knew that.

His parents supposed his misery was due to having been conned by Helen's performance and his fear that she might talk about his blood to someone dangerous.

"It's okay, Clark, don't feel foolish," his mother said, "everyone fell for her lies, honey."

"And, son, even if she does tell someone about your blood, her credibility is shot--no one would believe her," his father contributed.

Clark just rolled over and buried his head in his arms and waited for them to go away--which they eventually did. Thank God.

He had finally fallen asleep when he woke to familiar footsteps on the barn stairs. Footsteps that just a few days ago he'd imagined he'd never hear again. Footsteps, which after what had happened the other afternoon, he wasn't sure he wanted to hear now.

"Clark."

Clark considered not rolling over, considered just lying there with his back to Lex until he went away--surely, Lex wouldn't have the nerve to hurt Clark here, not with his parents just in the house.

"Clark, please."

Clark didn't move. He stiffened when Lex sat down on the edge of the couch, his hip pressed against Clark's back.

"I fucked up, Clark."

Clark closed his eyes even more tightly and turned his head into the pillows.

"I lost my mind. There is no excuse, but I want to try to explain--" Lex paused and Clark felt a soft touch in his hair, just a petting sensation as if Lex were gentling him. "I don't know how I survived the crash. My heart was in my throat when I looked out the cockpit window and saw the ocean flying toward my face."

Lex tangled his hand in Clark's hair and Clark didn't move a muscle.

"It took two days of floating on flotsam from the craft before I hit land. I fried--I mean, literally cooked. My skin--" Lex chuckled. "Well, I thought I'd die of sun poisoning. That's when I started to crack mentally. I know that now. Well, perhaps I'd already cracked a bit, even before that."

Clark relaxed a little, Lex's voice a soothing rumble--alive, Lex was alive.

"I thought of you incessantly. I thought if I could only live to see you again--" Lex paused for a long time. "I was rescued--finally--and set about proving that Helen had orchestrated my demise. I didn't know exactly what she wanted, but I had a good idea--I mean, I knew there was the money, but there had to be something else."

Clark rolled over a little, curious at the odd note in Lex's voice. Lex's eyes met his, blue and desperate.

"I realized what that was when I got the first video feed from the surveillance cameras I had installed in the house after the fiasco with my father and the bugs he'd planted." Lex looked at Clark significantly. "She wanted you, Clark."

Clark shook his head and made a sound of protest. Insane. Why would Helen want to have sex with Clark to the point that she would kill her husband?

"Yes, you. She wanted you physically, of course, who wouldn't? But she wanted you because she was curious about what makes you different. She wanted to study you. She knew I'd never allow that."

Clark shook his head, panic in his throat. "I'm not diff--"

Lex's fingers touched his lips, stopping him from continuing the lie. "She had a room dedicated to you, Clark. It had samples of writing like on the cave walls, your blood, your semen, your hair, photos of you--even my Porsche from the crash."

Clark's eyes grew wide in horror.

"I've destroyed it all. I didn't want anyone else to see it, to endanger you."

Clark swallowed hard. What good did it do to lie now?

Lex nodded slowly. "When I first saw the videos of you having sex with her, I thought--" Lex broke off and looked away, obviously embarrassed. "I thought you were in on it with her. See? I was losing it, Clark. I didn't know who I could trust any more."

Videos? Oh, God. Clark pushed aside his mortification and shook his head. "No! No! I didn't--I'd never--I loved you! I'd never!"

Lex smiled sadly. "Yes, I know that now. Loved. Past tense. I destroyed it the other day, didn't I?"

Clark stared up at the blue eyes that slowly shifted to meet his again. So sad, so blue, so full of all that Clark had longed for with such desperation for those many months when he'd believed that Lex was dead.

He took a deep, shuddering breath. "Well, it wasn't how I'd imagined our first time."

Lex lowered his eyes and smiled sadly. "No. I suppose not."

Clark shifted onto his back, gazing up on Lex's resigned face. "I'd imagined that you'd kiss me first."

Lex looked up at him, brow lowered in confusion.

Clark continued, "Then you'd unbutton my shirt and lick my nipples. Maybe give me a blow job. Then, you know, ask if you could fuck me."

Lex's eyes were wide and stunned.

"I'd say 'yes' of course."

Lex swallowed hard. "Clark--are you--?"

Clark studied Lex's face and then murmured, "Why don't you ask for me to forgive you, Lex? Why don't we start there?"

Lex blinked. "Clark, I'm sorry. Can you forgive me?"

Clark let the question hang just long enough for fear to enter Lex's eyes and the idea that he'd been duped to cross Lex's mind. "Yes. I forgive you."

Lex took in a sharp breath and looked away.

"Lex?"

Lex turned back and licked his lips. "Yeah?"

"Will you kiss me now?"

Lex nodded mutely, leaning in close. Clark whispered against Lex's soft lips, "I'm so glad you're not dead. I missed you--so, so much. I love you."

"I love you, too," Lex whispered.

Clark kept his eyes open as he kissed Lex, gazing into deep blue oceans of fear and love and longing.

The End