From part 2 ...

"I love you, Clark."

His heart swelling with emotion, he began layering butterfly kisses along her eyes, her cheeks, her chin. "I love you, too, Lois ... I love you ... I love you ... I love you."

As she sighed happily beneath him, Clark briefly felt his conscience prick at him again, reminding him of his intent to tell her about Superman tonight. But as Lois rolled him over to unbutton his shirt, and began kissing her way down his chest, it was easy to push such thoughts away.

After all, he began to rationalize, she'd probably be angry when she found out ... so much so that she might not even want to get on the snow tomorrow. And since he had invited her here for a weekend of skiing, it really wouldn't be fair to ruin everything before they'd even gotten a single day out on the slopes ...

And Lois felt so incredibly good in his arms ... and was doing the most amazing things with her mouth ...

You're a coward, his mind told him.

True, his body agreed ...

But as the tip of Lois's tongue began tracing the most erotic patterns against his skin, he was currently the happiest coward in the world.

*****

and now, part 3 ...

*****

Lois woke the next morning to the smell of brewed coffee, and she puzzled for a moment as she slowly opened her eyes. As she recognized her surroundings, however, she stretched in bed, sighing happily. Reaching a hand out to touch the pillow next her, Lois smiled as she noted that it was still slightly warm. Clark clearly hadn't been up too long himself.

It had been wonderful sharing the bed with him last night. She'd occasionally slept at his apartment before, usually on the couch, though once in his bed, when she'd had a particularly bad scare. But never with Clark there next to her. True to their word, they had stopped short of making love last night -- no, Lois corrected herself, they had stopped short of having sex; she couldn't imagine calling what they'd done last night anything other than making love -- but it hadn't taken much convincing for Clark to accept her invitation to sleep alongside her. He'd given some token protests, of course, reminding her that she'd accepted the invitation on his assurance that he'd sleep on the couch. But after she'd promised to defend her honor if he tried anything funny -- a comment which had made him laugh out loud, even as he asked about his own honor -- he'd willingly agreed.

It was amazing to her how his reassurances earlier in the week that he wouldn't pressure her about the physical side of their relationship had freed her to be more physical with him. A few days ago, she'd been nervous about going away with him at all, assuming that her acceptance of the trip would also imply that she was willing to have sex with him. Yet Clark had seemed to understand that they weren't ready for that step, and had let her set the pace last night, keeping his promise that they wouldn't do anything she wasn't comfortable with. He'd proven that she could trust him to keep his word, and that he wouldn't put his needs ahead of hers. And, in return, she'd shown the extent of that trust by asking him to stay with her in the bedroom.

They'd cuddled together long after the lights had been turned out, talking until they'd become too sleepy to do so anymore, and she'd felt so close to him emotionally. She'd deliberately changed the subject the few times Clark had tried to bring up Superman -- she still felt a little guilty that he'd apparently assumed her past feelings for the superhero were holding her back in their relationship -- but the rest of their conversation had flowed so easily that it hadn't been difficult to stay away from that particular topic.

She had gotten one surprise out of their talk, however -- when Clark had admitted he'd been telling the truth last summer when he'd told her he loved her to keep her from marrying Lex Luthor. Not that she should have been completely shocked; even at the time, she'd half-suspected that his later insistence that he'd made it all up in desperation had been done in an effort to save their friendship. But by the time she'd been emotionally able to deal with that realization, he'd stopped giving her any reasons to suspect it to be true. At least, that was, until the special attention he'd started showing her after Christmas.

Of course, she'd been able to give him a shock of his own by informing him that, before he'd insisted on speaking first that day last June, she'd been on the verge of telling him that she'd come to believe that she'd made a mistake in turning him down. The look on his face when she'd told him had been absolutely priceless.

Yet as much as Clark had kicked himself for interrupting her, they'd both agreed over the course of the conversation that it was probably for the best. Entering into a relationship so soon after Lois had been engaged to someone else could very well have ruined any chance they'd have had of making it work; it had simply been too soon, and they'd each had unresolved feelings about everything that had happened. But now they had no such problems ... and they were each free to bask in their developing relationship, baggage-free. Well ... at least with as little baggage as was possible for Lois Lane to have in a relationship.

Just then, a warm voice came from the doorway, interrupting her pleasant thoughts. "Good morning, sleepy head. I was just about to come wake you up."

Lois smiled as she turned towards the door. "Good morning, yourself. You got up early."

Clark sat down on the edge of the bed and leaned down to give her a kiss. "Not too early ... I just wanted to get breakfast started."

"What time is it?"

"About seven-thirty," he replied absently, paying more attention to the way she was dressed than what she was saying. He pulled the covers down a little lower. "God, Lois," he said with a little growl, "you look so good in my shirt."

Lois gave him a sexy smile, suddenly feeling nearly as alluring as he'd made her feel last night. "For some reason, I didn't need that sweatshirt to stay warm last night, after all," she replied, running her fingertips seductively up his bare arms, then shivering slightly at the low rumble of approval she received. "Must have been an extra source of body heat in bed with me."

"Mmm, I can't imagine what it could have been," he murmured, lowering his head to feather kisses along her jaw line. "Though I am starting to feel a little warm myself."

Wrapping her arms around his neck, she gently scratched her fingernails along the skin of his upper back and shoulders, even as she tilted her head to give him better access to her neck. "Maybe you could ski in what you're wearing to cool down," she offered, sighing happily as his lips found her earlobe. "But then again, we wouldn't get much skiing in ... I'd have to spend all my time beating off the other women with a stick."

Clark lifted his head as he began to chuckle. "Is that your way of telling me I should go get dressed?

Lois looked him up and down. "Oh, no," she couldn't help but drawl. He'd exchanged the pair of shorts he'd worn to bed for a pair of jeans, but other than his glasses, that was all he was wearing. She ran her hands over the muscles of his bare chest then reached up to ruffle his already adorably mussed hair. "I think you look pretty great just the way you are."

"Why, thank you." He smiled and pressed another quick kiss to her mouth. "But as much as I hate to say it, " he added reluctantly, "we should probably get moving if we want to get any skiing in this morning. The lifts don't open until nine, but we still need to rent our skis."

Lois wrinkled her nose. "And those rental places are always so crowded. OK, you're right. Do you need the bathroom before I get in it?"

He shook his head. "Nope, already used it. I just need to get dressed. But I'll have breakfast ready for you when you get out."

"I won't be long," she promised, getting out of bed and collecting her ski clothes to take them with her into the bathroom. She couldn't help but grin at his heartfelt groan of approval as he got his first look of her in the morning light, his shirt covering only the essentials, and she gave her hips an extra shimmy in response. "And thanks for making breakfast," she added mischievously as she brushed past him in the bedroom doorway. "I seemed to have worked up quite an appetite last night."

She giggled as his resulting whimper reached her ears, even through the bathroom door.

*****

Clark had just finished setting the table when Lois joined him in the kitchen. As promised, she was wearing the black ski pants he'd first seen her wear when they'd gone ice skating last month, topped by a red turtleneck. The pants didn't have quite the same effect on him as seeing her in his shirt this morning had, but he most definitely appreciated the way they accented her gorgeous curves, curves he had gotten to experience first-hand last night. Clark sighed in contentment. Forget Lois's joke about having to keep the women away from him -- he was going to be the envy of every guy on the slopes.

Pouring them each a cup of coffee, he smiled and leaned down for a kiss. "Good timing. The food's almost ready."

"Can I help with anything?"

"Nope, just have a seat ... I'll turn off the burner and we'll be ready to eat."

As Lois took her place at the table, her eyes widened. "Clark, this is amazing. French toast, bacon, fresh fruit ..." She took a strawberry from the bowl in the center of the table and bit into it. "Oooo, that's so good!" she said around a mouthful. "Where in the world did you get strawberries that taste this fresh in January?"

Clark transferred the last batch of french toast from the pan to the serving plate and brought it to the table. "Um," he said, clearing his throat as he sat down, "actually, I have a number of different sources." In the light of day, he was feeling more than a little sheepish about letting her distract him out of his plans to tell her about Superman last night, but even though he had already decided not to worry about it again until later in order to enjoy their skiing, he also knew that he didn't want to lie about things anymore. He served them each a generous helping of food. "Hopefully I'll get to take you to some of them one day soon."

Lois added a little maple syrup to her plate and dipped a forkful of bread into it. "Mmm," she sighed, eyes closing in delight as she ate. "Clark, this is great. You're spoiling me. I'm usually lucky if I can snag a piece of dry toast on my way out the door in the morning."

"You'll need more than that today," he responded amicably, digging into his own meal with enthusiasm. Lois may have been teasing when she'd said she'd worked up an appetite last night, but it had certainly been true for him. One thing he'd noticed about himself was that he craved junk food when he was stressed, but wanted large portions of good food when he was happy. And today, despite a slight case of nerves over his delaying their talk for another day, he was most definitely happy. He gave Lois a smile. "You're going to be exercising out in the cold so I wanted you to have something that would stick with you. Not just coffee and donuts, but real food that will keep your energy stores high."

Lois raised an eyebrow, amused. "Well, thank you, Dr. Kent. I'll remember that nutritional advice the next time I see all the junk food in your cupboards."

He stuck his tongue out at her teasing tone, then laughed as she threw a piece of bacon at him. "So excuse me for wanting to take care of you."

Lois's expression softened. "I kind of like that you want to take care of me," she admitted quietly.

His heart melting, Clark reached across the table to cover her hand with his. He was the strongest man in the world, but somehow, this woman could turn his insides to mush just by letting him into her heart. "And I like that you let me," he replied tenderly. "I think we make a pretty good team."

"Partners," she answered with a smile, intertwining her fingers with his.

"Partners," he agreed, then gave her a little grin. "With benefits."

Lois laughed. "Is that what they're calling it these days?" As he laughed with her, she gave his hand an affectionate squeeze. "So, what do you say, partner? Are you almost ready to hit the slopes?"

"Absolutely!"

It didn't take them long to finish their meal and clear the table, and by the time Clark had finished brushing his teeth, Lois was already slipping her jacket on. He watched as she zipped her identification, credit card and some cash into an inside pocket, then gathered up her gloves, scarf and headband. "You definitely look like you've done this before," he observed as he laced up his work boots.

She just smiled. "Like riding a bike, I guess. It all comes back, even if you haven't skied in a few years."

"Try eight," Clark muttered. "I haven't skied since college." He pulled his jacket on over his jeans and wool sweater. "I just hope I don't make a fool of myself."

"You won't," she assured him. Then she glanced at his outfit. "That's a nice jacket. Is it new?"

He shook his head. "Bought it my senior year of college. When I was first learning, I used to just layer my barn coat over a sweater and call it good." He laughed at the memory. "I was totally fine with it, but my friends used to rib me to no end ... said that even if I couldn't ski, I should at least look the part. So I finally gave in and bought this jacket on clearance." He grinned. "Only wore it a couple more times after that, too. Should have saved my money."

Lois laughed. "Ah, a slave to fashion. But they did have a point ... I've seen those barn coat thingies you wear sometimes; I can't believe you didn't freeze to death! Speaking of which, you did bring a hat or headband, didn't you?"

Clark looked at the insulated gloves he was about to shove into his pockets. "Um ... no. I have these, though." He gave her a lopsided grin. "The colors even match the jacket ... does that count?"

"They're very nice, Clark," she said, giving him an indulgent smile. "But you'll definitely need a hat, too." She took him by the hand and led him out the door. "We'll pick one up for you at the pro shop."

He couldn't help but smile at her take-charge behavior. "I guess it's your turn to take care of me, huh?"

She grinned as he locked the door, then stood up on tiptoe to breath enticingly in his ear. "I just don't want those cute little ears to freeze, that's all."

Clark sighed in appreciation. "Can't you just warm them up that way if they do?"

Lois laughed and took him by the hand again. "Come on, let's go. We have to get cold before we can keep each other warm."

"Now that's what I call incentive!"

*****

At a little after nine o'clock that morning, Clark followed Lois out of the ski rental shop and onto the snow, walking awkwardly in his bulky ski boots and balancing a set of skis on each shoulder. Lois carried their poles. As promised, she had made sure he was outfitted properly, from picking out a headband that matched the blues of his jacket to ensuring that the rental shop adjusted his bindings correctly for his weight and ability level.

He'd politely refused her offer to get him some toe warmers, which, as far as he could tell from the ones Lois had picked up for herself, were small, flat packets of chemicals that radiated heat for several hours, but he hadn't argued when she'd added some lip balm to their purchases. He knew the cold air wouldn't chap his lips, but if it protected Lois's, he was all for it.

Finding a flat area out of the way, Clark positioned their skis on the ground. "OK, now how do I do this again? I put the toe in first, right?"

Lois leaned both sets of poles against a nearby rack, freeing her hands to help him. "Right. Position the toe of your left boot there," she said, indicating the front of his left binding. "Now line up your heel so it's centered over the rear biding and press your weight down." As the binding gave a satisfying click, she smiled. "Good! Now the other foot ... there you go. Now you're all set."

Clark moved his feet back and forth in place, getting used to the way the skis felt gliding across the snow and making sure the boots were securely attached. He watched as Lois stepped expertly into her bindings, then tried to imitate her knee movements as she mimicked a turn. "I'm sure this will all come back to me once we get out there."

"I'm sure it will, too," she said reassuringly. "And I'll be right here to help you." Moving beside him, she opened up the trail map and held it out so they could both read it. She pointed to some runs on the left side of the map. "I asked at the desk and they said this area here is probably the easiest for beginners. It's wide open and not too steep, and we can get to it from this double lift right here."

Clark made a face. "The *bunny* hill? Lois, I'm not *that* new at this!"

She rolled her eyes. "God, you're as bad as my father ... every year we'd come out and he'd insist that he didn't need a practice run, and every year, he'd end up dislocating something when he fell. Of course, it was never his fault ... the bindings were always set wrong, or the conditions were too icy. I swear, Clark--"

Clark couldn't help but laugh as she geared up. "OK, OK," he exclaimed, holding up his hands in surrender. "You're right. We should start slow. I just meant that I wasn't an absolute beginner. I used to ski the advanced runs; it's just been awhile, that's all."

"I just don't want you to get hurt," she explained.

He smiled and ran his hand down her arm. "I won't get hurt, I promise."

She looked up at him, her tone becoming more gentle. "'Cause, you know, we have the hot tub for sore muscles, but it won't help a broken bone."

Wrapping his arm around her shoulder, Clark smiled as she leaned into his embrace. "No broken bones," he assured her. "You don't have to worry about that."

Lois lifted her face to his. "I want you to stay safe."

"I'll stay safe." His smile was warm as he gently kissed her lips. "And I'll be the one massaging your sore muscles tonight; you have my word."

Lois gave a satisfied sigh, then pulled back. Her eyes were bright as she retrieved their poles. "I'll hold you to that. Now, let's go."

Clark let Lois move forward first, then carefully skated along behind her, still trying to get used to the snow. It really wasn't all that different from ice skating, he decided, at least on the flat areas. Push left, glide a little, push right, glide a little, alternate the poles for balance ... it was coming back to him. In his mind's eye, he imagined himself moving confidently down the hill, drawing on physical memory as he tried to remember which edge to weight in order to turn in each direction.

Unfortunately, he was concentrating so hard on his memories that he didn't realize Lois had stopped until it was almost too late. "Whoa!" he exclaimed, then blinked in surprise as his heels instinctively flared out to the sides, turning the tips of his skis inwards in a basic snowplow. He stopped just shy of her skis.

Lois glanced over her shoulder from the back of the lift line. "You OK?"

"Yeah!" He gave her a goofy grin as he slid up alongside her. "I guess you were right about it being like riding a bike. I remembered how to stop."

"A very important skill to have!" she agreed, chuckling with him. "I remember one year, when I was in high school, my sister and I were racing to see who could get to the bottom of the lift faster. I won, but she came up so fast behind me that she crashed into me. We took the whole lift line out when we fell!"

Clark laughed out loud as they moved up a place in line. "The first time I went, my friends taught me how to turn but forgot to tell me how to stop. I made it down just fine but I had no idea what to do when I reached the bottom. I ended up in the middle of the parking lot."

"No!" she exclaimed. "Did they come and get you?"

"Yeah," he chuckled. "It was pretty embarrassing. Though it could have been worse. I knew one guy who said the first time he went skiing, his friends forgot to tell him to get off the chair at the top. He went all the way around and started to head back down. They had to stop the whole lift and back it up!"

Dissolving into giggles, Lois had to use the tip of a gloved finger to wipe a laughter-induced tear from her eyes. "When I was a kid, I used to think it was fun to swing my legs on the lift and rock the chair. Except once, when I was about seven, I did it too early, just as we were starting to climb. I caught my tips on a mound of snow and somersaulted right out of the chair. Luckily, I landed on a baby pine tree. I was fine, but my poor mother almost had a heart attack!"

Clark roared with laughter. "Did the tree survive?" he choked out.

Lois was laughing too hard to even answer him.

Continuing to trade stories, they worked their way up the lift line and it wasn't long before they had reached the front. Following Lois's reminders, Clark shifted both of his poles to his inside hand as he got into position next to her, then sat down carefully as the chair swung up behind them. As they settled in and the chair began to ascend, Clark blew out a breath he didn't realize he'd been holding.

"I love chair lifts," Lois said cheerfully as she perched next to him, looking all around. "I love how far you can see from the top, and watching the people ski down below. Don't you love it?"

"Uh ... yeah," Clark replied, keeping his eyes fixed straight ahead. He hooked his elbow securely around the side bar, suddenly remembering why he hadn't done more skiing. It wasn't the coming down that bothered him; it was the going up. "It's ... fine."

"And the trees look so pretty from up here," she added, leaning forward to look beneath them. "Especially when they're all covered with snow."

Clark glanced over at her, then gulped at her movement. Unable to stop himself, he quickly switched his poles to his outside hand and reached over to press her back into the seat. "Geez, Lois, do you have to lean out so far?" he exclaimed. "You're going to fall out again!" As soon as she complied, he quickly lowered his free hand to the seat beneath them and gripped the edge of it with his fingers, shifting uncomfortably.

Lois turned to him, eyes wide with surprise. "Clark, are you afraid of heights?"

He felt the tips of ears begin to turn red. "No, of course not," he said, forcing a laugh. "That's ridiculous." And he was telling the truth -- heights didn't bother him at all. Being confined to a chairlift high in the air, however, was a completely different matter.

It wasn't that he was afraid they would fall, despite what Lois was surely thinking. He just couldn't seem to stop worrying about what he'd do if something happened while they were up there. It was the same feeling he got when flying in an airplane -- of not being in control of his situation, and knowing that he wouldn't be able to help in a disaster without giving away his secret. Despite the open air around them, the thoughts made him feel almost claustrophobic and Clark felt himself grip the side bar a little more tightly. Swallowing, he wondered if floating a centimeter or two above the seat would make him feel any better -- and if Lois would notice if he did so.

As he glanced over to see if she was still watching, however, he couldn't help but sigh as he noted the look of growing concern on her face. "OK, fine," he admitted. "It's not heights, exactly, but these things do make me uncomfortable. I'm not afraid of falling, but the idea of getting stuck up here if it breaks down makes me nervous."

Lois's expression turned from concern to sympathy. "It's not going to break down."

"I know."

"I mean, yes, it stops sometimes, but never for very long."

"I know."

They sat for a moment in silence, then suddenly, Lois shifted closer to him on the seat. "Put your arm around me," she instructed.

Clark furrowed his brow. "What?"

She gently pried his fingers from the seat bench. "You heard me, put your arm around me." When he reluctantly complied, she turned her face to his. "Now kiss me."

"Lois--"

"Clark! Which one of us has done more skiing?"

"You have."

"Exactly. So you need to do what I say. Kiss me."

With a roll of his eyes, Clark did as he was told. Her lips were cooler than usual, having been exposed to the cold winter air, but he couldn't help but relax a little as her mouth softened against his. The kiss was gentle ... tentative ... but he couldn't deny that the butterflies in his stomach no longer seemed to command his full attention.

When he pulled back, Lois lifted her free hand up to his face, tenderly stroking his chin with a gloved finger. "Hmmm, that was nice," she sighed. "Can you do it again?"

This time, Clark didn't even try to argue, covering the small distance between their lips with a tiny moan. His eyes closed and he lost himself to the wonderful sensations kissing Lois always brought him.

When they finally separated, several kisses later, Clark blinked in surprise. "We're almost to the top."

Lois just grinned. "Still nervous about the lift?"

With a broad smile, Clark let go of the railing and got his skis in position to meet the snow at the top of the hill.

"For the first time in my life, Lois, I'm actually looking forward to the next ride!"

*****

To be continued in part 4 ... on Tuesday!