Disclaimer: None of the Smallville boys belong to me. I'm just playing with them a little. Whitney needed some love. He came to me, with his pretty blue eyes, looking all miserable and shit. What was I supposed to do?

Notes: Super thanks to my lovely betas, Stone Princess and Autumnyte. You guys are so awesome, I have no words. kisses

Feedback: It makes Whitney happy. You want Whitney to be happy, don't you? He's been through so much lately.

Turns out not where but who you're with That really matters
And hurts not much when you're around

-Dave Matthews

Whitney knocked on the post as he entered the loft, smiling a little as Clark jumped into a sitting position on the couch. "Hey, I hope you don't mind. Your mom told me you were up here."

"Whitney! Yeah...I mean no, I don't mind. Come on in. The party's over?" He asked as he slid over so that Whitney could sit down.

"Finally." Whitney laughed. "I thought it was never going to end. I've never seen so many crying women in one place in my life."

"Everyone thought you were dead, Whitney," Clark chided gently. "They're just glad you're back."

And now he felt like an ass for being so dismissive. He really was touched that everyone had been so worried about him, so happy to see him. "Yeah, I know. I just felt weird, with all the hugging and the crying. It was just..."

"Weird?" Clark supplied with an amused smile.

"Yeah." Whitney nodded. "So what about you? You left kind of early." In fact, Clark had left almost as soon as Lex Luthor had arrived with a beautiful, leggy brunette on his arm. A doctor and a semi-serious girlfriend from what Chloe had told him.

"Well." Clark looked down, rubbing the back of his neck. "I was just, um, I had a headache."

Whitney put on his best concerned expression. "Oh, are you okay?"

"Yeah, I'm better now," Clark said, a frown still creasing his brow.

"I gotta say, I'm kind of surprised that you're still single."

Clark's head whipped up so quickly that Whitney wondered if he had hurt himself. "Lana and I are just friends, Whitney."

"I know," Whitney told him, amused. "Lana sounded irate enough when she told me that for me to believe it's true."

Not that Lana hadn't been happy to see him. She had cried all over him, getting tears, mascara and (he would never tell her) a little snot on his shirt. They had talked for about five hours and Clark's name had come up several times over the course of the discussion. Whitney was pretty sure that Lana hadn't even realized how upset she sounded when she told him how Clark was a 'really good friend, but nothing more'.

Clark's brow wrinkled in confusion. "I swear, I never --"

"I wasn't talking about Lana, Clark."

"Oh." Clark blinked at him.

Whitney sighed, wondering if he should say more. "Honestly, I figured you would have hooked up with Lex by now."

Clark looked away and Whitney could see the blush staining the back of his neck. "I don't know why you'd think that."

"Clark." Whitney laughed. "I just spent the last nine months in the company of men. Only men. You'd be surprised what sort of...perspective that gives a guy."

"Oh, so you have some insight into my life now?" Clark frowned at him, his tone angry. "Please, enlighten me."

"I'm sorry. I wasn't laughing at you." Whitney didn't want Clark to be defensive. "You just looked kind of upset when you left the party."

Clark sighed. "Why do you care?"

Whitney was surprised by the question. "After everything you've done for me, you have to ask that? Clark, you've been there for me through some of the worst moments of my life, even when we weren't really friends. Even after...everything. I just thought you might need someone to talk to."

"So, you want me to, what? Confide in you? Tell you that I'm a..." Clark closed his eyes, his jaw clenched. He looked absolutely miserable. "Am I that obvious?" He whispered.

//Only to someone who's watching.// Whitney thought. "Nah, you're not too obvious." Because nobody seemed to pay that close of attention to Clark, which still confused Whitney. Not only was Clark absolutely gorgeous, he was also genuinely nice, which was rare. "Look, I don't want to push you into anything. Just, if you want to talk, I'm here."

"He's not interested," Clark whispered, so softly that Whitney almost missed it.

"What makes you think that?" Whitney asked.

Clark gave a short bark of humorless laughter. "His girlfriend was my first clue." He shrugged. "I thought he might be, for awhile. He'll--we would flirt." Clark blushed. "But whenever I'd make a move to go beyond flirting..."

"What?"

"He'd put on the brakes so fast I'd get whiplash. He'd start talking about ex-girlfriends or say something like 'You're like the little brother I never had, Clark.'"

"Ouch." Whitney winced in sympathy.

"It's just, what can I do? I mean, how do you deal with being in love with someone who doesn't love you back?"

"I don't know. You get over it, I guess. If there was an easy answer, I'd tell you." Whitney wasn't convinced that Lex wasn't interested in Clark, but he had no idea why Lex wouldn't make a move.

"Oh man, Whitney, I'm sorry."

It took him a minute to realize that Clark thought he was thinking about Lana. It hadn't occurred to Whitney that everyone didn't know that his feelings for her no longer extended past friendship. "Don't worry about it. Can I ask you a question though?"

Clark nodded. "Sure."

"Is Lex the only man you're attracted to?"

"What do you mean?" Clark looked confused.

Whitney sighed. All the military training in the world couldn't prepare him for the emotional risk he was about to take. "I mean, my feelings for Lana have nothing to do with how happy I am that you two aren't dating."

Realization flashed through Clark's eyes, followed to quickly by sorrow. "Whitney, I don't --"

"I'm not asking you to marry me, Clark." He didn't love Clark. By the time he had realized that what he felt was attraction, he was also smart enough to figure out that Clark had feelings for Lex. Falling in love with Clark would be dumb. "But Lex is out with his girlfriend and you're sitting here in your barn moping about it." Whitney smiled to take the sting out of his words.

Clark managed to smile, look thoroughly confused and a little wary at the same time, which just made Whitney want to kiss him. So he did. Leaning in, he cupped the back of Clark's neck. He brushed a light kiss over Clark's lips before moving in for a deeper one, a thrill running through him as Clark started to kiss him back. Clark's mouth was hot and wet and where the hell had he learned to kiss like that?

Whitney pulled back, secretly delighted in the little whimper Clark gave as he did so. "Think about it, Kent," he whispered. "You have my phone number, right?"

Clark just nodded.

Whitney grinned. "Great, I'll talk to you later." With that, he stood up and walked towards the stairs. One last look back before he left and Whitney had to force himself not to skip to his truck. Clark had been checking out his ass.

Whitney was getting out of the shower when the doorbell rang. He grabbed a towel off the rack and ran down the stairs, rubbing the towel over his head before wrapping it around his hips. Looking through the peephole he grinned before opening the door. "Clark." He stepped aside. "Come on in."

"Hey, Whitney." Clark grinned sheepishly. "Sorry if I interrupted..." He gestured toward the towel.

"Not a problem." It had been two days since Whitney had talked to Clark. He took the unannounced visit as a good sign. "What's up?"

Clark stuffed his hands in his pockets, looking vaguely uncomfortable. "I finished up with all my chores." He shrugged. "I'm free for the rest of the day, so I thought I'd drop by."

Whitney stepped a little closer, watching as Clark's eyes flicked down to Whitney's chest before he looked back up. "My mom just went to Metropolis for the weekend to visit my aunt."

"Yeah." Clark nodded as the tip of his tongue traced over his lips. "I know."

They stood there staring at each other, the weight of Clark's confession momentarily paralyzing them both.

"Do you want to come upstairs?" Whitney asked, knowing there were two conversations going on. On the surface, the exchange had been innocent enough thus far, but they both understood the significance of Whitney's question.

Clark took his time answering. He studied Whitney's face for a moment before his gaze wandered lower in a leisurely study of Whitney's body. Whitney was suddenly acutely aware of every inch of his exposed skin. He shivered as cool air hit the trails of water, the remaining drops moving slowly down his body.

"Yeah," Clark said finally, his voice low and rough. "Yeah, I'd like that."

Whitney only nodded, not trusting his voice. He wasn't sure how anyone could look as simultaneously innocent and seductive as Clark did at that moment. God help him if Clark ever realized how unbelievably sexy he really was. He started to climb the stairs, his skin tingling with the awareness of Clark's presence behind him.

If he was being quite honest with himself, Whitney was really nervous. While he had been gone, he hadn't allowed himself to fantasize about Clark too often because he had always assumed Clark would be taken when he got back. He had been improvising the other night, still not really believing that anything would come of it. Now he was walking down the hall to his room, wearing nothing but a towel, with Clark following closely behind him.

"Come on in." He closed the door behind Clark and then walked over to his window, closing his blinds. The sun filtered through the cracks, giving the room a golden glow.

He turned to find Clark looking at his bed, the sheets still rumpled from when he had gotten up that morning. "One of those military things that never quite sunk in."

"What?" Clark looked away from the mess of blankets.

"Making the bed." Whitney was pretty sure this couldn't get any more awkward. "Take off your coat, stay awhile."

Clark ducked his head a little as he shrugged off his coat and let it fall carelessly to the floor. Whitney crossed the room slowly until he was standing in front of Clark. He hooked his fingers through Clark's belt loops, pulling him a little closer. "I'm glad you came over," he said before their lips met in a sloppy kiss.

Clark's hands, hot and large, moved over Whitney's back, sliding lower until they hit the edge of the towel. "As fast or as slow as you want to take this," he whispered into Clark's mouth.

The tug at the back of the towel was Clark's only answer. Whitney groaned as the terrycloth fell away and his erection brushed up against the soft denim of Clark's jeans. Whitney slid his hands under Clark's T-shirt, moving them up over his chest, scraping his nails over his nipples until Clark took a step back to remove the offending garment.

Whitney's fingers traced the waistband of Clark's jeans as Clark toed off his shoes and socks. He undid the button and slid down the zipper to reveal bare skin. "No underwear, Clark?" He smiled at the coy look Clark gave him. "Slut," he teased.

Clark chuckled. "Says the man who answered the door in a towel."

"I was trying to make a statement," Whitney said as he pushed Clark's jeans over his hips.

Clark kicked his jeans away. "If the statement you were going for was 'fuck me,' you were very successful," he whispered, his breath hot against Whitney's ear.

"Jesus, Clark." Whitney gripped Clark's hips and pulled until their bodies were pressed together, moaning as skin met skin. Clark's body was hot and hard everywhere Whitney touched. He hadn't realized they were moving until the backs of his knees hit the edge of the bed.

He twisted a little, pushing until they ended up sprawled on the bed, Clark's body pinned underneath him.

"Fancy move." Clark smiled.

"Yeah, I'm just full of surprises." Whitney moved his lips over Clark's neck, tasting the satiny salty skin, his hands moving over the body that he still couldn't quite believe was his to touch.

"Whitney." Clark's voice was low and strangled as Whitney's hand closed over his erection. He pumped slowly while his tongue traced intricate patterns down Clark's torso.

Whitney wrapped his hand around the base of Clark's cock, watching as Clark arched back, exposing the strong column of his throat. He traced the underside of Clark's cock with his tongue, from the base to the tip, moving his lips over the head. He felt a hand in his hair and then Clark was pulling him up.

"Clark, I want...can I--"

"Fuck me?" Clark licked his lips and nodded.

"Are you sure?"

"Whitney." Clark cupped the back of his neck and they were kissing again, slow and erotic. Clark's other hand traced over Whitney's back, his fingers digging into Whitney's hip as Clark thrust up against him. "I'm very sure," he said when they broke apart.

Whitney nodded and leaned over the side of the bed, his hand fumbling around under the bed-skirt until his fingers closed around the tube he was looking for. He moved to kneel between Clark's legs. "Bend your knees," he said, surprised by how rough his voice was.

Clark complied, moving his legs until he was spread out before Whitney like the best kind of wet dream. Whitney looked up to find Clark propped on his elbows, watching him as he squeezed some lube onto his fingers. He circled Clark's hole with one slick finger before pressing in, looking up as Clark gasped. "You okay?"

"S'cold."

"Oh." Whitney blushed. "Sorry."

"No, it's okay. Just..." Clark wiggled his hips a little, reminding Whitney of what he was doing. He worked a second finger in, curling them until he found that spot that had Clark bucking against his hand. "Whitney, please!"

Whitney nodded, squeezing more lube into his hand to coat his cock. After wiping his hand on the sheets beside him, he moved back over Clark, capturing his mouth for another kiss, drinking his moans as he pressed into Clark's body. "You okay?" he murmured.

Clark nodded, his eyes closed. Whitney held still, giving Clark time to adjust. Clark's body was gripping his cock with the most delicious heat, throbbing around him until he couldn't stay still a second longer. He pulled out and then thrust back into Clark, setting a slow, steady rhythm. He wanted this to last, wanted to remember each gasp and moan, just in case this was his only chance to be with Clark.

Whitney didn't realize that he was talking for several long seconds, surprised when he felt his lips moving against Clark's ear. "So good...Clark. You're so hot, so fucking tight..."

Clark's fingers were digging into his shoulders, hot lips pressed against his throat, whispering words Whitney couldn't make out.

Taking a moment to stroke Clark's ribs, Whitney moved his hand between their bodies to grasp the erection pressing into his stomach. He jacked Clark as he thrust into him, his movements becoming more erratic as he felt himself approaching the edge.

He moved his hand faster as Clark's body began to shake and soon Clark was coming, shouting Whitney's name. Unable to hold back any longer as Clark's body tightened around him, Whitney came with one final thrust, his shout muffled against Clark's neck.

Whitney pulled out, collapsing against Clark's side, his face buried in the crook of Clark's neck. With a free hand he pulled the covers over their bodies, smiling as Clark's arm tightened around him. He knew he should say something, he just wasn't sure what. Before he could think of anything appropriate, he was asleep.

The sun was setting when Whitney woke up, giving the room a warm, red glow. He wiggled against Clark a little, feeling the chuckle in the chest under him before he heard it.

"You can wipe that smug grin off your face right now, Kent," he said, not bothering to look up.

"I thought you were never going to wake up. And how do you know if I'm grinning?"

"Because I'm psychic," Whitney told him, pushing up on one elbow so he could look at Clark. True enough, Clark was looking far too pleased with himself, one arm folded under his head, the other still wrapped around Whitney's waist.

"Hmm." Clark pretended to consider the statement. "Then what am I thinking now?"

Whitney was saved from having to make something up by the loud growl that came from Clark's stomach. "You're thinking about how hungry you are."

Clark laughed. "Well, now I am. That doesn't count!"

"Want to order a pizza?" Whitney asked. "You're parents aren't expecting you home, are they?"

"Nope, not until later. I told them we were gonna hang out and watch movies." Clark grinned. "And order pizza."

"Pizza it is then. Hand me the phone." Whitney rolled over until he was on his back, studying the phone in his hand. "What kind do you want?"

Clark just shrugged. "Whatever, I'm easy." At Whitney's raised eyebrow Clark blushed. "You know what I mean. I'll eat anything."

Whitney laughed. "I'll keep that in mind."

"Pervert."

They took a long shower as they waited for the pizza. Clark innocently offered to wash Whitney's back, then proceeded to do a very, very thorough job of washing his front as well. Whitney, in a sense of fair play, returned the favor enthusiastically.

They decided to watch a movie while they ate. After arguing for fifteen minutes over what to watch, they settled on 'Interview with the Vampire'. Whitney grabbed a blanket off the back of the couch and they settled under it, their bodies pressed together as they ate their pizza and watched the movie.

"You know." Whitney nodded toward the TV. "I've been told I look like a young Brad Pitt.

Clark laughed. "Right, and I'm a young Tom Cruise."

Whitney hit him with a couch pillow. "You're way hotter than Tom Cruise." Whitney considered for a second. "But less gay," he amended.

Clark ducked his head, shooting Whitney a shy look from under his bangs. Whitney just laughed.

When the movie was over, Whitney stood up, stretching. "What time do you have to be home?"

"My curfew is midnight," Clark said as he stood, brushing pizza crumbs off his shirt.

Whitney checked the clock. "It's only nine." He smiled. "What are we going to do for the rest of the night?

Clark walked up to him, his hands settling on Whitney's hips. "I'm sure we can think of something."

"What are you doing?" Clark asked as he pulled off his work gloves.

Whitney leaned against the entrance to the barn, watching Clark stalk toward him, his white T-shirt hugging the curves of his muscles. "Just admiring the view."

"Don't let my boyfriend catch you doing that, he's very possessive." Clark hooked a finger through one of Whitney's belt loops and tugged. Whitney stumbled toward him, laughing.

"I'll have to be careful then." It had been four months since that night in the loft, but Whitney still got a little thrill every time Clark called him his boyfriend. Not that anyone else knew, they had been successful in keeping their relationship a secret so far.

When he had received his honorable discharge from the military, Whitney decided to return to Smallville and work at the store until fall quarter at Metropolis University started. With the rest of his friends away at school, his mother never questioned his spending time with Clark. On Clark's end, Whitney thought that Clark's dad was so happy he wasn't spending so much time with Lex Luthor that he didn't care what they did.

And Lex...Lex was something he and Clark didn't talk about. As far as Whitney knew, Lex was still dating his doctor, and Lex and Clark were still friends.

Besides the whole Lex issue, everything was perfect. He and Clark saw each other every day for the most part. They watched movies, played basketball, had amazing, mind-blowing sex and sometimes Whitney joined 'the gang' for coffee at the Talon.

He was glad that he and Lana had remained friends, that he could look at her and not feel the pain of their break-up any more. Whitney supposed he had Clark to thank for that as well.

There was a feeling he got every time he saw Clark. It started his stomach, like before a big game. Then it would move to the base of his spine, spread through his back and out to every nerve ending in his body. It felt suspiciously like...something. Something that Whitney refused to name.

"Are you almost done with your chores?" Whitney asked. He had noticed that the Kents' truck was gone and assumed that Clark's wandering hands meant they wouldn't be back for awhile.

"Hmm," Clark said as he backed Whitney into the barn. "It seems to me there was something else I had to do." Whitney's back hit a post and Clark started to undo the button on his jeans. "What was it?"

"Clark!" Whitney gasped as Clark's knuckles brushed over his erection. "Someone could come in."

"Nope. Parents are gone and everyone else is at the Talon." Clark sank gracefully to his knees. He tugged at Whitney's pants, pulling them, along with his boxers, down far enough to free Whitney's cock.

"Clark..." Whitney didn't protest any more as the hot, wet mouth covered the head of his cock. Clark's tongue played over the slit, causing Whitney's hips to buck. Whitney closed his eyes and threaded his fingers through Clark's thick, silky hair.

No matter how many times they did this, it was still one of the most incredible things Whitney had experienced. He was pretty sure Clark had the most perfect mouth in the world as Clark's lips moved over his cock, taking in a little more each time he went down.

"Jesus, Clark. You're so incredible." He opened his eyes to watch, but a movement near the door caught his attention. Lex was standing at the entrance to the barn, a stunned look on his face.

Whitney was about to speak, pull away, do something, but Clark did that thing with his tongue and Whitney was coming, his eyes shut as his head hit the post behind him and Clark swallowed around his cock. When he opened his eyes again, Clark was pulling away, licking his lips and Lex was gone.

"Hey, are you okay?" Clark was looking at him, his expression concerned. Clark hadn't seen...he should tell him.

Whitney shook his head. "Yeah, I'm fine, I just." He grinned, trying to shake off the sense of foreboding. "I came so hard I hit my head."

Clark laughed, bringing a hand up to rub the back of Whitney's head. "I'm sorry, babe."

"Yeah," Whitney said as he cupped Clark's ass. Lex could wait. "You'll have to make it up to me."

Whitney was halfway home with a silly grin plastered on his face when he realized he had forgotten to tell Clark about next weekend. They had been talking about taking a camping trip and Whitney had been able to get reservations for the campground that he and his dad used to go to. He turned around and headed back to the Kent farm.

One of Lex's cars was parked in the driveway and Lex was walking toward the barn.

Whitney parked a little ways away from the driveway and walked quietly towards the barn, not really intending to eavesdrop, just...checking to make sure of...something.

"So how long have you been fucking the quarterback?"

Whitney winced as he heard Lex's question. He pressed back against the edge of the barn, peeking around until he could see Clark and Lex. Both of them were turned slightly away from him, but he could still see the surprised expression on Clark's face.

"I'm fine, Lex. How are you doing?" Clark said finally.

"You didn't answer my question."

Clark pulled off his gloves, tucking them into the pocket of his jeans. "I'm sorry, was that a question? It sounded like the beginning of an interrogation to me. What are you doing here?"

Lex shoved his hands into his pockets. "I dropped by earlier, but you were...busy."

Clark flinched a little. "I see." He crossed his arms over his chest. "And now you're here to gossip? Find out if he's any good? What?"

"I thought we were friends."

"We are." Clark sighed. "But contrary to what you may think, our friendship doesn't entitle you to know every last detail about my personal life. I don't ask about your sex life with Helen, do I?"

Lex frowned. "No, but you know I'm dating her."

"Yeah, Lex, that much was painfully obvious."

"What's that supposed to mean?" Lex tilted his head.

"Nothing. Never mind. Just, nobody knows about Whitney and me. Not our parents, not Chloe or Pete or Lana, okay?"

"I didn't know your interests ran that way," Lex said after a long pause.

"And if you had?" Clark turned, his expression unreadable. "Would that have made a difference?"

Lex looked down. "A difference in what?"

"Yeah, that's what I thought." Clark's smile was bitter, painful for Whitney to see, because he knew what it meant. Clark started to walk toward the stairs.

"Would I still be dating Helen, is that what you mean?" Clark froze. "I don't know."

"What do you want from me, Lex?"

Lex shook his head, not answering the question. "He doesn't love you."

Clark turned his head. "And what about you? Do you love me?"

Lex didn't answer that question either. Whitney felt like he was going to throw up. He should have known, things had been going too well. He knew from the start that falling in love with Clark was a bad idea.

"Do you have feelings for me?" Lex finally asked.

"Jesus, Lex! What kind of question is that? You're what? Weighing your options?" Clark sounded pissed.

"Tell me you don't have feelings for me and I'll give you and the quarterback my blessings."

Clark hung his head. "I can't."

Lex walked over to Clark, cupping his chin. "I didn't think so." He tilted his head and leaned in for a kiss. The last thing Whitney saw before he turned to leave was Clark's eyes fluttering closed.

Whitney closed his eyes as he heard the knock on his door. "Come on in, Clark."

"Hey," Clark said has he shut the bedroom door behind him. "How'd you know it was me?"

"Lucky guess." Whitney mustered a weak smile.

"I wanted to talk to you about something." Clark started, looking a little nervous.

"Yeah, I wanted to talk to you too. I've been thinking," he said, hoping to cut Clark off before he could say anything else.

"Yeah?" Clark sat down on the bed next to him.

"It's been fun hanging out with you this summer and all, but I'm going to be moving to Metropolis in a couple months, so maybe we should..."

Clark stood back up, frowning at him. "We should what?"

"Stop. Hanging out. So much." Oh god, this hurt. He had known not to get too involved with Clark, not to let it get so...involved.

"I see." Clark had the audacity to look upset. Like he wasn't the one who had been kissing someone else half an hour ago.

"But hey, I heard Lex was having problems with his girlfriend." Whitney waited to see how Clark would react to that statement.

Clark nodded, looking away. "That's what I wanted to talk to you about. He came to see me today, finally admitted that he had feelings for me."

Whitney shut his eyes, smiling miserably. "Well there you go."

"Yeah." Clark gave a bark of humorless laughter. "He asked me if I had feelings for him. Told me he wanted us to be more than friends, that he and Helen hadn't been getting along so well lately."

When Whitney opened his eyes again, he was surprised at how pissed Clark looked.

"And then, idiot that I am, I told him that I was with you. I guess that was pretty stupid of me. I mean, since we were just hanging out and all. I guess I'll see you around."

It took a minute for the words to sink in. Clark was almost out the door before Whitney fully processed what they meant. "Clark, wait." He jumped off the bed, grabbing Clark's arm and pulling him back into the room. "You told him...you chose me?"

Clark's expression softened a little. "Yeah."

"Why? I though you still had feelings for him. You kissed him."

"You saw that, huh?" Clark looked down. "I'm sorry, Whitney. That didn't...that shouldn't have happened."

Whitney shook his head. "I'm not sure I follow."

"Do you still have feelings for Lana?"

Whitney blinked at the apparent non sequitur. "Well, yeah. She's one of my best friends and we dated for a long time. But I don't--" He smiled at Clark's raised eyebrow. "Oh."

"I still have feelings for Lex. I probably always will. He's one of my best friends and I liked him for a long time. But what I feel for him doesn't invalidate my feelings for you, Whitney."

"So what did you say?" Whitney asked as Clark wrapped his arms around his waist.

"I said, 'God help me, I may be falling for the quarterback.'"

Whitney smiled, running his fingers through Clark's hair. "It would be very stupid of me to fall in love with you, Kent."

THE END