From part 1 ...

As the line went dead, Clark could only stare at the phone in his hand, utterly confused. Wear black? That little-- She was on a stake-out! And they were clearly going to be sneaking around somewhere where she didn't want them to be seen!

With a sigh, Clark replaced the handset and walked into his bedroom. The last thing he'd expected tonight was to change his clothes and go back out, but if Lois said to wear black, black she was going to get.

*****

And now, part 2 ...

*****

It didn't take Clark long to locate the bar and Lois's Jeep. Landing in a nearby alley to spin into his surveillance outfit, he was still tucking the tails of his black button-down shirt into the waistband of his black dress pants as he stepped onto the sidewalk. He walked past Lois's car first, making sure she wasn't conducting the stakeout from there, but when he saw that the Jeep was empty, he continued on to the club's entrance.

When Clark opened the heavy wooden door, he was assaulted by the loud, pulsating music and the roar of voices shouting to be heard. The place was packed. Clark assessed the crowd quickly. It wasn't the snobby, yuppie clientele of The Metropolis Club, but it was a far cry from some of the seedier places on the south side of town where he'd gone to break up bar brawls.

The dance floor in the back of the room was crowded with couples gyrating their bodies to the beat of the music, and a smaller room to his right was full of people laughing and talking as they played pool. Not finding Lois among the pool tables, Clark shifted his attention to the patrons crowded around the large bar in the middle of the room, laughing as they watched the bartender ... juggle bottles? Well, that was something you didn't see every day.

The bartender stopped juggling abruptly, pouring a row of shots with a flourish. As the crowd cheered, he slid them down the bar to a small group of women who snatched them up and threw them back in unison.

Shaking his head, Clark smiled and walked past the bar towards the seating area, still looking for Lois. She was probably in a dark booth, he imagined, trying to get as far away from the noise as she could.

Suddenly, a familiar voice cut through the din, "Oh, come on ... just one little dance?"

Stopping in his tracks, Clark turned around slowly, her attention directed back towards the bar. When he located the source of the voice, his jaw dropped. "Lois?" He was sure his eyes were fooling him. She was dressed in one of the sexiest outfit he'd ever seen her wear, and it sounded as though she was trying to convince the bartender to allow her to dance on the bar.

Clark walked up behind her, becoming more confused by the second. "Lois?" he repeated, a little louder this time.

When she saw him, his partner broke off in mid-sentence and launched herself at him, wrapping her arms around his neck. "Yay! Clark's here!" she exclaimed. "I knew you would come!"

"Of course, I came," he responded, catching her in his arms. Figuring this was part of her investigation, and not wanting to incur her wrath by blowing her cover, he returned her enthusiastic hug and tried to pretend this behavior was normal.

"Hi. You must be Clark," the bottle-juggling bartender said with a grin, extending his hand over the bar counter. "Jerry Maxwell. I've certainly heard a lot about you."

Putting what he hoped was a friendly smile on his face, Clark reached out to shake hands with the man, a task made slightly more difficult by the fact that Lois was still wrapped tightly around him. "Uh ... yeah ... hi. Nice to meet you."

Lois released him from her death grip, but she didn't go far. Wrapping one arm around his waist, she grinned up at him and began running her other hand down his chest. Despite his confusion, Clark couldn't help but return her smile, even as he felt his temperature begin to rise. He still didn't know what kind of undercover assignment this was, but he definitely hoped they went on more of them in the future.

A theatrical throat-clearing from the bar stool next to them soon took his attention from Lois, however, and Clark couldn't help but register his surprise at the familiar face he saw sitting there. "Lucy?"

"Hi, Clark," she said, almost a little sheepishly. "Sorry to bring you out so late, but we've been having a little fun."

"There's nothing wrong with having fun," Lois interjected brightly, pulling away from Clark just long enough to smile at her sister. "Lucy thinks I don't know how to have fun, but I do." She looked up back up at her partner again and grinned. "I'm having lots of fun tonight."

At her older sister's words, Lucy dissolved into giggles. "We're *both* having fun," Lucy corrected. "I'm the birthday girl and I'm havin' lots of fun, and you're the birthday sister and you're havin' lots of fun, too!"

As Clark looked back and forth between the two women -- and noted the amused expression on the bartender's face -- his confusion finally lifted. Lois wasn't undercover; she was out celebrating her sister's birthday and had just had a little too much to drink. Well, OK, a *lot* too much to drink, by the sound of things, and Lucy didn't seem to be too far behind her. Still, the reason they had called him was now perfectly clear ...

"So you need a ride home, huh?" he asked, starting to chuckle as he wrapped a friendly arm around Lois's shoulders. He still wasn't sure why Lois had made him change clothes, or how she had gotten herself this inebriated, but at least it cleared up his misconception that this was a stakeout.

Instead of responding, Lois just continued to run her hand over his chest, massaging the muscles hidden beneath his shirt. "See, Lucy," she said turning her grin towards her sister, "Didn't I tell you he looked *fantastic* in black?"

Clark's eyes widened at her words and he caught her hand in his, stilling its movement. "Lois, what are you doing?" he asked self-consciously.

"Mmmm," she sighed, almost purring with pleasure as she snuggled in closer, her lips brushing lightly against the side of his neck. "I missed you ..."

"You missed--? *Lois*?"

She gave a throaty chuckle. "I'm so glad you came, Clark. I wanted to play and it's so much more fun with you here."

Despite himself, Clark's whole body began to tingle at the sultry tone of her voice. He wasn't exactly sure what Lois meant by 'play', but from the way her free hand had begun tracing the most amazing patterns down the small of his back, he was guessing she wasn't talking about Scrabble.

"My God, Lois, how much have you had to drink?" he exclaimed, quickly reaching around his back to stop her hand as it tried to dip below his waistband.

"Just a few drinks and a couple glasses of iced tea," she responded in all innocence.

Clark raised his eyebrows and stepped back, taking in her tussled hair, glazed eyes and bright smile. He shot a questioning glance to the bartender.

Jerry held up Lois's nearly empty glass. "Long Island Iced Teas," he explained.

Clark's eyes widened still further. "And you've had two of them?" he asked Lois. "*Plus* a few other drinks?" At her cheerful nod, he sighed. Well, that explained a lot. She was clearly not in control of her actions, no matter how much he was enjoying being on the receiving end of them. "Oh, boy ... OK, ladies, come on. Get your coats and I'll take you home."

Clearly, however, this wasn't what Lois had in mind. Once again, she wrapped her arms around his neck and tried to tug him backwards, leading him away from the bar. "I don't wanna go home yet," she told him. "I wanna dance."

"Oh ... Lois," he stalled. "I don't think that's such a great idea. Why don't we get your stuff together, and--"

"Aww, come on, Clark," she coaxed sweetly, her voice taking on a flirty tone that completely weakened his defenses. "I love dancing with you ... why do you think I called you?"

"Um, because you needed a ride home?" he answered hopefully.

Her eyes twinkled as she slowly shook her head. "Mmm-mmm," she drawled. "Could'a taken a cab."

"Ah, but then you would have left your car here," he answered reasonably. At least, he hoped it sounded reasonable ... it was kind of hard to think when her hands were exploring his chest with such obvious appreciation.

"Back tomorrow then," she dismissed, a predatory grin growing on her face. She drew closer and nuzzled into his neck again, causing Clark to release a quiet groan. With a helpless glance back towards Lucy and Jerry -- who, instead of coming to his assistance, were now engaged in a little nuzzling of their own -- Clark allowed himself be dragged out onto the dance floor.

The music was loud and throbbing, pulsing through their bodies, but despite her obvious inebriation, Clark noticed that it took Lois no time at all to find the beat. She danced close to him, continuously brushing against him as she rotated her hips in time with the music.

A little voice in the back of his mind told him that this probably wasn't a very good idea, but the longer they danced, the less able he seemed to be to resist her. His body responded to Lois's as if by instinct, finding the beat and moving along with her.

As the fast dance tune continued, his hands stayed firmly on her hips, helping Lois to keep both her distance and her balance, but it wasn't long before the music changed to a slower song, and Clark immediately found Lois pressed flush against his body. Unable to help himself, he brought his hands up to her back, holding her to him. The soft silk of her shirt felt cool to his touch, and he skimmed his fingers over the material, taking in as much of the sensation as possible.

"Mmm, Clark, you feel good," she purred in his ear.

He took a shaky breath, wondering how he had got himself into this situation. "You, um, feel pretty good yourself," he croaked out, his throat suddenly feeling quite dry as she began running her fingers through his hair. He vaguely considered trying to get them back to the bar so he could get a glass of water, but he decided it would be best to keep Lois as far away from her unfinished drink as possible.

As they continued to dance, it became clear that Lois had intertwined her legs with his, and Clark suddenly could feel the inside of her thigh brushing along the outside of his. Glancing down, he noticed that the slit of her skirt was showing an even more generous portion of her leg as she moved to music, and without thinking of the consequences, he lowered his hand to protectively tug the hem of her skirt back to a less revealing position. As his palm made contact with Lois's nylon covered thigh, however, a low, satisfied growl escaped her lips and she pressed herself against him even more tightly. He felt her chest heaving against his, her soft breasts rising and falling against him, and Clark heard himself growl in return.

Trying to get a grip on his quickly escalating hormones, he sternly reminded himself that Lois wasn't in control of her actions and he had no right to be enjoying this as much as he was. Of course, not enjoying it would have been a lot easier if she wasn't, at that very moment, tracing the tip of her tongue along the outside of his ear.

Clark jumped at the intimate contact, causing Lois to pull her head back in surprise. "Wh's wrong?" she asked, genuinely confused.

Knowing that he had to stop things before he did something he would regret -- and Lois would never forgive him for -- Clark summoned all his willpower and backed out of her arms. Taking her firmly by the hand, he led her off the dance floor and back to the bar. "We need to get you home," he said.

"But I don't want to leave, Clark," she protested, as they rejoined Lucy and Jerry. "I wanna stay here with you." Once again, she molded herself against him, her free hand coming up to trace the collar of his shirt.

Stepping out of her grasp, Clark pantomimed a signature and mouthed the word "Check" to Jerry, and was relieved when the other man quickly nodded and moved to the other side of the counter. To his shock, Clark noticed his hand was trembling, and he dropped it quickly, trying to force his heart to stop beating so rapidly.

Lois, however, was not easily deterred. Before Jerry could even return with the bill, Clark felt Lois's arms snake around his waist from behind. "Don't you just want a dance a little bit more?" she asked. "We don't need to go home yet." Her questing hands moved north, exploring his chest, and Clark felt resolve began to waver. Truth be told, he wanted nothing more than to let her pull him back onto the dance floor and to continue doing exactly what they had been doing.

But he had already let this go too far, he reminded himself sharply. He needed to get her home before she did something she'd regret. Lois had trusted him enough to call him when she needed a ride home, and he wasn't going to throw away that trust for one night of drunken craziness. He couldn't take advantage of her -- or any other woman -- like that.

"Sorry, Lois. It's time to go home."

Lois pulled away, clearly agitated. "I don't want to go home! Why don't you listen to me? Why don't you know what I want? Why do I have to tell you?"

Caught off guard by her sudden outburst, Clark turned to look at her, perplexed. "I always listen to you, Lois," he assured her. "I just can't always do what you want."

Lois looked at him skeptically. "You listen, but you don't *really* listen. You don't know what I mean to say ... what I'm trying to say. I just want you to-- Why can't we just--"

Before Clark could make heads or tails of what she was trying to tell him, Jerry reappeared with the check. "Well, congratulations, Lois," he said with a grin. "You win. You've got the highest tab in the place. Well, the highest for only two people, at least."

Lois was immediately snapped from her musings by the announcement. "Yay! I win! Did you hear that, Clark? I won!" Lois clapped her hands in delight, then tugged on Clark's arm, nearly jumping up and down.

Clark shot a helpless look at Lucy and Jerry, who were trying valiantly to contain their laughter. He turned his attention back to Lois, handing her a pen and signaling to her to sign her credit card receipt.

Lois took the pen and began to sign, but stopped suddenly, looking up at Jerry. "What's my prize?" When Jerry just cocked his head quizzically, she pressed him. "You said I won. What do I win?"

"Oooo," Lucy said, cringing. "I forgot to tell you, Jerry; my sister is a little competitive ..."

"Umm, well--" Jerry faltered, unsure how to respond. "Sorry, Lois. There's no prize with this award."

"What?" Lois demanded, suddenly outraged. "That's not fair! You can't have a contest without a prize. I won!"

Clark placed a hand on her flailing arm, trying to contain her. He guided her hand back to the receipt, then shook his head as she scrawled something that looked more like Egyptian hieroglyphics than her signature.

"What a rip," Lois muttered, shoving the paper and pen back to Jerry. "Last time I enter a contest in *this* place."

Jerry looked a bit deflated, but after a moment, his face brightened. Reaching behind him, he grabbed a blue plastic cup, added some ice, then filled it up with water. He handed it to Lois with a smile. "There you go, Lois. Here's your prize."

Lois looked at it suspiciously. "What kind of prize is that?" she asked. "It's just water."

"Yes," the bartender conceded. "But you don't see anyone else with a blue cup, do you?"

At this, Lois perked up. "Hey, cool." She took a sip, then smiled. "Mmm, it's like takeout water."

When the rest of them just looked at her blankly, she continued. "It's like water that you take out. To go. Take out. Get it? Takeout water."

"Yes, Lois. I get it," Clark answered indulgently.

"No, you don't get it. It's like water that you take out."

Clark stifled a smile and nodded sagely as if Lois was imparting great wisdom to him.

"Get it?" she asked again.

"Yes, Lois. It's wonderful. Why don't you bring your takeout water, and come with me? Where are your keys? I'll take you home."

"You're coming home with me?"

"Of course," Clark said, retrieving Lois's purse from the counter and removing her keys before handing it to her. "How did you think you were getting home?"

Before he knew what hit him, Lois had abandoned her takeout water and launched herself into his arms again. "Hooray! You're a much better prize than takeout water!" Delighted, she began kissing his neck again, mumbling suggestions of just what they could do once they reached her apartment.

Clark felt his temperature skyrocket and knew his face must be bright red. He started to correct her, planning to explain that he was simply going to make sure that she made it home safely, then he would retreat to his own apartment before he did something they both wound up regretting, but he quickly realized that this was the first time since he'd been there that she seemed willing to leave. She had finally stopped fighting him, and if he had to let her think that they were going to share a romantic interlude in order to get her to leave the bar, well, he could do that. With any luck, she'd forget all about it by the time they got home, anyway.

Gratefully accepting Lois's coat from Lucy's outstretched hand, he awkwardly wrapped it around his partner's bare shoulders, glad that it wasn't particularly cold outside.

With an arm around her waist, Clark began guiding Lois to the door, but when he realized that her sister wasn't following them, he stopped. "Come on, Lucy, you're coming, too," he said, then rolled his eyes as Lois began tugging him towards the door, suddenly very eager to leave.

Lucy glanced at Jerry, and then turned back to Clark with a smile. "Don't worry about me, Clark. I'm going to keep Jerry company until closing time. He'll take me home."

Clark hesitated. Jerry seemed like a nice enough guy, and Lucy didn't seem nearly as drunk as Lois, but he still didn't feel comfortable leaving her alone in a bar. "I don't know, Luce ..."

Jerry interrupted, coming out from behind the bar. "It's OK, Clark, Lucy's helped me close up lots of times. As a matter of fact, I just sent one of my guys out to pick us up some dinner. She'll be sobered up before we leave here, I promise."

"And you'll be driving her home?" Clark asked.

The young man nodded solemnly. "Yes, and I never drink when I'm driving."

Lucy appeared at her boyfriend's arm. "I'll be fine, Clark, but thanks so much for worrying about me." Her smile was warm and genuine as she gave him a quick hug. "I think my sister's pretty lucky to have found a guy like you," she murmured as she held him. "Don't let her get away."

As she pulled back, Clark looked at the young woman with absolute astonishment. "Don't let--? What??"

Instead of responding, Lucy just moved on to her sister, capturing her in a big bear hug. "Thank you, Lois," she gushed. "This was a great birthday!"

"Happy Birthday, Lucy-Goosey," Lois said, hugging her back just as tightly. "This was lots of fun!" She looked around quickly and then whispered conspiratorially, "Clark's comin' home with me. Isn't that great?"

Giving his head a rueful shake, Clark took Lois by the hand and began leading her back to the door. "Come on, partner, let's get you home."

As they exited the bar, however, Clark could still hear Jerry and Lucy talking.

"It's great that Clark was worried about you, Lucy, but do you think we should be worried about your sister?" Clark heard him ask. "She's been throwing herself at him pretty hard. I hope he's not going to take advantage of her."

Lucy's response was immediate. "Don't worry about Clark, Jerry. He's one of the good guys. He'll do the right thing."

As they made their way to Lois's car, Clark gritted his teeth while he worked to fit the key into the lock. He appreciated Lucy's confidence in him, but it sure would be a heck of a lot easier to do the right thing if her sister would stop blowing in his ear.

*****

"Well, here we are," Clark announced, swinging Lois's front door open before them. "Home sweet home." To his relief, Lois entered the apartment without arguing, but once inside, he could tell that she was still a little unsteady on her feet. He was instantly at her side as she swayed, catching her with an arm around her waist seconds before she bumped into her coat rack. "Whoa, careful there," he said soothingly.

Lifting her chin, she looked into his eyes with a sleepy expression, a warm smile slowly spreading across her face. "Mmmm, thanks, Clark," she said. "I don't know what I would do without you."

As Clark looked down on her, he couldn't help but lift a hand to her cheek, brushing back a wayward lock of hair and tucking it behind her ear. The car ride home had been thankfully uneventful -- well, except for the way she'd occasionally slide her hand up his thigh as he was driving -- and in contrast to the bouncy, frenetic woman he'd had to practically drag from the bar, Lois now almost seemed to be moving in slow motion, as if lost in a pleasant, sleepy fog. The change in atmosphere was obvious, and Clark finally felt himself begin to relax. "I'll always be here for you, Lois," he murmured reassuringly. "All you have to do is call."

"Mmm," she sighed again, her smile becoming more beatific as she wrapped her arms around his waist. "I called you and you came. You're wonderful. You're my hero."

As his arms came up to hold her, Clark slowly released a deep breath, trying once again to order his overactive libido to behave. He was relieved that Lois was no longer being so overt, but in a way, her gentle affection was almost harder to resist. It brought out such a yearning in him, a longing for her that could almost take his breath away in its intensity. Yet at the same time, having her smile at him the way she was now -- a beautiful, genuine, glowing smile that he couldn't help but return in kind -- reminded him of exactly why he could never "just have sex" with Lois, even if she were to throw herself at him while perfectly sober.

It wasn't that he didn't dream of making love to Lois -- he was actually a little embarrassed over just how often the fantasies occupied his mind -- but the connection he felt with her went far beyond sexual attraction. Lois was quite literally his best friend, the best friend he'd ever had and the best friend he ever expected to have. And as attractive as he found her -- and he *always* found her attractive, whether she was dressed to the nines for a dance club or cuddled up on the couch with him, watching movies in her baggiest sweats -- it was his emotional connection to her that kept him craving more. He didn't want a one-night stand ... he wanted forever.

"Come on," he said with a nod towards the kitchen. "Let's get you sobered up a little before I have to leave."

Relieved that Lois willingly followed him across the apartment, Clark handed her a glass of water and began puttering in the kitchen. His first instinct had been to make coffee, but he quickly decided that caffeine was the last thing Lois needed at two o'clock in the morning. So instead, he set about searching her cabinets for anything remotely edible that he might be able to turn into a snack. Experience had taught him that her refrigerator would be a lost cause, and a quick peek inside only confirmed his expectation. After discarding into her trash can the two-week-old cartons of Chinese carry-out he recognized as being left from the last time he'd eaten here, he finally settled on peanut butter and jelly. Thank goodness she actually had some bread that wasn't covered with fuzz.

He kept glancing in her direction as he worked, smiling from time to time as he caught her eye. She seemed happy and relaxed, but there was still something about the way she was watching him, something about the smile playing on her lips, that kept him from relaxing completely. It didn't take long for him to put his finger on his feelings ... the yearning was coming back, full force.

Firmly telling himself to ignore it, Clark finally turned towards Lois with a sandwich plate in each hand. "I think we're ready," he announced with a smile. "Should we eat at the table?"

"OK," she responded slowly, still watching him.

Clark felt a little shiver go down the back of his neck as he brushed past her, but he forced himself not to react. What was it about her that could do this to him? It was bad enough that every nerve ending in his body had been on high alert while they'd been dancing, but he hadn't expected to still feel this way once she stopped being so obvious. But if anything, he was quickly realizing how much more dangerous this situation was than that in the club ... when she had been on the offensive, his self-consciousness and the public setting had kept his reactions in check. But here, in her apartment, he kept finding himself wanting to do something totally crazy.

Clark quickly sat at the table, hoping something so mundane as sharing a sandwich would distract them both. But he hadn't taken more than a single bite before he realized that Lois hadn't joined him. Turning back towards the kitchen, he cocked his head quizzically. "What's wrong?" he asked.

She just smiled from her place at the counter. "Nothing," she said. "I just like watching you, that's all."

"Lois," he said, his groan sounding almost pleading. "Come on, sit with me ... I want you to eat something so I can feel better about leaving." And he did need to leave. Soon. That much was all too apparent.

This time her smile turned into a grin. "I'd love to sit with you, Clark." She approached him, beaming, and before he realized what was happening, she had dropped herself into his lap. Her arms went around his neck and she rested her forehead to his, still grinning. "I thought you'd never ask."

Clark dropped his head back and felt it clunk against the high back of the chair. "Lo-is," he groaned again. "God, you're trying to kill me."

She laughed and sat up a little straighter. "Oh, stop worrying, I'll be good," she promised, reaching across the table to pull her own plate a little closer.

"That's exactly what I'm afraid of," Clark muttered, grimacing as her bottom shifted enticingly on his lap.

If she understood the meaning behind his words, however, she didn't acknowledge them. Tearing a corner from her sandwich, Lois popped it into her mouth. "Mmm," she sighed dreamily. "This is great. Just what I needed."

Reaching around her to his own sandwich, Clark picked it up and brought it to his mouth for another bite. This wasn't exactly what he'd had in mind when he'd hoped the food would distract them, but Lois was finally eating, and the sooner they finished, the sooner he could send her to bed -- *alone*, he reminded himself sternly -- and he could escape to the privacy of his own apartment. "Hmm, it is pretty good, isn't it?" he agreed. "I didn't realize I was hungry until I started eating."

"Me, too," she mumbled around a mouthful of sandwich, then giggled as Clark couldn't help but laugh.

Thankfully, it didn't take long for either of them to finish their food, but if Clark had been hoping Lois would simply stand and announce that she was tired, he was sorely mistaken. Instead, she turned in his arms until they were face to face. "Thank you, Clark," she said in a gentle voice. "For taking such good care of me."

"You're welcome," he whispered back, feeling himself getting lost in her eyes. "I really do need to go now, though," he explained, almost apologetically.

Lois nodded, seeming to understand, but her gaze had dropped to his mouth. "You missed some peanut butter," she said with a little smile.

Before Clark could react, he felt her thumb caress his bottom lip, then move inside his mouth to brush against his tongue. On instinct, he sucked gently, tasting the peanut butter that she had mentioned, and watched spell-bound as her eyes darkened with arousal. It was the single most erotic thing she had done all night. "Oh, God," he whispered.

In one quick motion, he stood up, almost dumping Lois off his lap. Yelping, she grasped onto his shoulders for support, almost falling to the floor in the process. It couldn't be helped.

"What's wrong?" she asked in amazement as he quickly detangled himself from her grasp.

Clark was already halfway to the door. "I've gotta go," he said, his breathing accelerated. "*Now*."

Lois followed him, curious. "You don't like me, do you?" she asked. It was said as a statement, not an accusation.

His hand on the doorknob, Clark stopped and forced himself to take a few deep breaths. "Don't be silly, Lois," he finally responded, eyes still on the door. "Of course, I like you."

Lois's voice drew closer until it was right beside him. "But you don't *like* me, like me," she repeated. "'Cause if you did, you'd want to kiss me. Right?"

At her words, Clark lifted his head very slowly, finally meeting her eyes. "Lois," he said on a shaky sigh, "believe me, I do like you. I like you very much. Very, *very* much. But you're drunk and not thinking clearly ... and if I kiss you now, and by some miracle you actually remember any of this in the morning, you are going to kill me."

Lois took a half-step towards him, closing the already short distance between them as she leaned on the door, blocking his exit. "But what a way to go," she murmured, her eyes flickering to his mouth.

With a strangled groan, Clark felt the last of his resolve snap. He placed his hands against the wall on either side of Lois's head and captured her mouth in a passionate kiss, pinning her tightly against him as he finally unleashed all the desire within him. The kiss was long and hungry and entirely mutual, as Lois quickly wound her hands up between them and grasped his head to draw him in closer. When they finally pulled back, Clark found himself breathing harder than he ever had in his life.

Lois's eyes were glazed over and she looked as though she was having trouble focusing as she gasped for air. Unrepentant, he lifted one hand and let his thumb drag over her bottom lip, brushing against the swollen dampness which offered proof that their kiss wasn't a dream. After a moment, he met her dazed look.

"If you do remember this in the morning, Lois," he assured her breathlessly, "and you still want me ... I promise you, all you have to do is say the word, and I will be back here in a single heartbeat."

And with that, he pulled open the door, and slipped out, desperate to leave while he still could.

*****

tbc in part 3