Author's Note: This is primarily a Clark/Lionel story, but there's also Clark/Lex. I don't want to give away too much, but I feel I should warn readers that if you like dark Clark/Lionel fic and are looking for stories that leave you with an angsty, edgy feeling, you probably won't like the ending of this story. :o)

Written for the fantabulous Katkim, for her birthday.

Clark kept his head bowed and stared blankly at the dark, gleaming wood of the desk in front of him. He tried to ignore the furious beating of his heart and the sick, nervous fluttering in his stomach by tracing, with his eyes, every line and detail of the carved edge of the desk. Breathing deeply, he let himself get lost in the beautiful intricacy of the design, his heart gradually slowing and calming. The soft, warm light of the little desk lamp accentuated every peak and valley of the carving, and with his intense focus came a feeling of resolved detachment. I can do this. I can do this.

"Clark. Look at me."

Though the voice was not unkind, Clark flinched like a startled rabbit, jerking his head up to meet Lionel Luthor's penetrating gaze. The heat and blatant desire he saw in Lionel's eyes set his heart pounding in a rhythm even faster than before, knocking almost painfully within his chest. He stared at Lionel with huge eyes and hoped desperately that Lionel couldn't see his fear. I can't do this. I can't...

"Do your parents know you're here, Clark?"

Clark continued to stare, wide-eyed, for a moment before answering quietly, "Yes, sir."

Lionel's chuckle was rich, deep and dark and liquid like the brandy he was casually swirling in a snifter. "I'm surprised, to say the least, that Jonathan Kent would allow you to work for me. And what did you tell your father you would be doing for me?"

Bright spots of red flared and bloomed high on Clark's cheeks. Unable to meet Lionel's eyes, he kept his head down and whispered, "Security. I told him I was going to be a security guard here at the mansion."

"And he believed you?"

"Not at first, because I don't have any experience..." Clark trailed off, miserable in his shame and embarrassment. He hated lying to his parents; hated that the fact they had fallen for his lie so easily, was evidence of just how much they trusted him. "But when I told them I was going to receive training, they believed me."

Lionel laughed again and rose from his chair behind the desk. He stopped beside Clark, so close that his hip brushed against Clark's when he leaned over to speak softly in Clark's ear, "Well, that part was certainly true. You are going to receive...training, of a sort." Lionel leaned even closer until his hair brushed against Clark's cheek and his lips were almost touching Clark's ear, and whispered, "And it's true that you don't have any experience, isn't it Clark? You wouldn't lie to me would you?"

"N-no, sir," Clark stammered, reaching up to nervously wipe the sweat that had formed above his upper lip.

"Because I find it hard to believe that my son has never had you. He's attracted to you, Clark. You do know that?"

Clark turned his head and Lionel's face was mere millimeters from his own. He took a deep breath and Lionel's scent overwhelmed him -- clean and masculine with just a hint of dark, exotic cologne. And there was the rich scent of brandy. Clark inhaled deeply and felt dizzy, as intoxicated as if he had drunk the brandy himself.

Swallowing hard and squeezing his eyes tightly shut, Clark shook his head in a weak denial. "L-Lex is my friend. He doesn't...he wouldn't..."

"He does, Clark, and he would. He would do anything and everything you would allow, believe me."

Clark drew a shuddering breath and fought the sudden surge of blood to his cock; fought the image of Lex that his brain conjured instantly -- Lex, naked and kneeling before Clark, licking his lips before opening them wide and...

"Is that for me, Clark?"

Clark's eyes flew open. Lionel's head was bent and he was studying Clark's groin intently. Clark winced and grunted softly as Lionel's scrutiny caused his cock to fill even faster, harder.

Lionel looked up then, and smiled knowingly. "I know that you're not hard for me. I know you're thinking of Lex." He leaned in until his lips were a hair's breadth from touching Clark's and whispered, his words drifting in brandy-scented breath that touched Clark's lips in a warm caress. "But I don't really care, Clark."

Turning suddenly and crossing the room, Lionel left Clark swaying dazedly in the wake of his abrupt departure. Through hooded eyes, Clark watched Lionel as he disappeared into a dark, shadowy corner of the office and slid open the drawer of a small table, rummaging through its contents. Lionel seemed to find what he was looking for and returned, holding something within his closed fist.

"Take off your pants, Clark."

Clark's mouth fell open and he sucked in air in a soft gasp. Eyes wide and brow furrowed in distress, he shook his head. "Mr. Luthor..." Unable to look at Lionel, Clark's eyes drifted back to the desk. None of this felt real, everything was happening too fast, and Clark needed time. He just needed more time to think, to prepare himself for what was about to happen.

Clark stared once more at the carved edge of the desk. He willed himself to breathe deeply and slowly, fought to remain calm, but lost the battle completely when Lionel's closed hand entered his field of vision, and opened to gently and deliberately place a condom and small bottle of lube on the desk.

"Oh God," Clark whispered in a shaky breath. His body began to tremble violently and he felt light-headed, the sound of his own breathing roaring loudly in his ears.

Lionel moved closer and his voice sounded light, amused, when he said, "You look a little pale, Clark. Is something wrong?"

"Mr. Luthor, I...I just...can we slow down? Please? I can do this, I just need a little more time," Clark said in a soft, anguished voice.

"Clark, time is money. I'm a businessman and this is a business transaction. I'm paying you for a very specific service. Are you able to provide that service, or not?"

"I can...I will, if we could just go slower..."

Lionel laughed softly. "I hope you weren't expecting romance, Clark. That's not what this is about." Lionel moved in close again, his breath warm on Clark's cheek as he whispered, "Did you think I would kiss you, Clark? Hmmm? Hold you, and pet you?" At the miserable little shake of Clark's head, he continued, "Because if that's what you want, what you need, then you should go to Lex. I'm sure he would give you that."

"I need this job, Mr. Luthor. I need the...my family needs the money." Clark's voice was a bare whisper as he added, "But I would never take money from Lex for...doing this."

"How noble," Lionel drawled. "And a pity for you, really. I have no doubt that you could have Lex wrapped around your little finger with no effort on your part at all. If I were a weaker man, even I could fall under your spell, Clark. You're incredibly beautiful, almost inhumanly so. Just watching you..."

Clark shuddered and fought to breathe calmly as Lionel tilted his head to catch Clark's eyes. Lionel's eyes burned into him, hungry and hot, as he said, "I think I have the solution to our problem, Clark. Follow me." Lionel strode purposefully from the room, not pausing to see if Clark would follow, and thankfully, as Clark noticed, leaving the condom and lube on the desk.

Lionel took the stairs so quickly that Clark almost had to use his speed to keep up, and the pace didn't slow until Lionel flung open a bedroom door and stood aside, his arm stretched out in invitation. Nervously, Clark entered the bedroom, his hands clasped tightly together in an attempt to still his trembling.

Inside the bedroom, Clark's nervousness increased tenfold. He felt trapped, and when Lionel shut the door, the soft click made Clark jump.

"Relax, Clark. I'm going to make this easy for you, this first time. Now, take off your clothes and lay on the bed."

Clark wasn't sure what he had expected, but this was even more difficult here, in a secluded bedroom with the door closed. As his shaking fingers began unbuttoning his shirt, he began to wish he had just stayed downstairs in the office; just gotten it all over with quickly, collected his money, and run home to hide in his loft.

Lionel sat placidly in a leather chair beside the bed, his fingers steepled together beneath his chin. He was the picture of genteel elegance, sitting there in his perfectly tailored suit, and Clark felt even more awkward and ashamed as he removed his worn, faded flannel work shirt. As Clark's shirt slid from his shoulders, landing in a heap on the floor, Lionel nodded, his eyes caressing Clark's bare chest for a moment before looking pointedly at Clark's jeans.

Clark toed off his shoes, pulled his socks off and dropped them next to his shirt before taking a deep breath and unbuttoning his jeans. He hesitated for a moment, looking up, and with another little nod from Lionel, he pushed his jeans down over his hips and down his legs. His underwear followed, and when he stood, completely naked in front of Lionel, he shivered and had to fight the urge to cover himself.

"Excellent, Clark." Lionel's voice was warm and velvety as he said, "You truly are breathtaking. Lay on the bed, please."

This was it, Clark thought. This first time would be the hardest, and it would be over soon. I can do this. Clark walked slowly across the bedroom, awkwardly aware, in a way he had never been before, of the movement of his cock and balls as he moved. A glance at Lionel's face confirmed that Lionel was intensely aware of the same thing.

Clark gingerly lowered himself onto the bed, swinging his legs up and lying back, stiff and uncomfortable. His body tensed even more as Lionel moved to sit on the edge of the bed beside him, leaning over to whisper, "Relax, Clark. Now...touch yourself."

Face burning, Clark closed his eyes and shook his head. "I don't know if I can do this, Mr. Luthor."

"You can, Clark. Your chest. Just touch your chest." Lionel's voice was deep, seductive. Clark took a shaky breath and put his hands on his chest, tentatively rubbing them up and down his smooth muscle. He kept his eyes closed, and as Lionel's voice continued, encouraging him, he felt as though he were being hypnotized. "That's it, Clark. Touch your nipples for me. Pinch them. Can you pull them for me?"

Clark squeezed his eyes more tightly shut and tried not to think...just followed Lionel's directions. The voice again, closer to his ear this time, murmured, "You're doing wonderfully, Clark. Now, twist them. That's it...harder." Clark complied, biting down on his lip to stop the embarrassing whimper that almost escaped.

"Are you right-handed, Clark?" At Clark's affirmative nod, the instructions continued. "Move your right hand down your body, slowly." Clark's right hand wandered lower, as his left came to a rest, his warm palm covering his hardened, erect nipple.

Clark knew what Lionel wanted, but when he reached his hipbone, he couldn't bring himself to go lower. He rubbed his hand in circles over his obliques, shivering...waiting. He didn't have to open his eyes to know Lionel was staring at him. He could feel his cock filling, lengthening, and he felt ashamed that his body was responding this way.

"Gorgeous. So thick and long." Lionel's words continued, soft and strangely encouraging, and Clark barely hesitated when Lionel said, "Now, Clark. Take your cock in your hand now." Clark shook his head, but did it anyway; grasped his cock in his hand and began to stroke.

"That's perfect, just perfect. When you masturbate at home, do you like to touch your balls, Clark?" Clark felt his face flame hot, and sucking in another shaky gasp, he nodded. "Good, good. Touch them now, Clark. Reach down with your left hand and cup them."

Clark felt that he had lost all control of himself and of the situation as he did what Lionel asked. He took his sack in the palm of his hand and rolled his balls within the thin skin. He took a deep breath and tried to imagine that he was alone in his loft as he squeezed and gently tugged, just the way he liked. His hand on his cock began to pump faster and his breath was coming in short, panting huffs.

Clark was dimly aware of the sound of a drawer opening, and of the rustling and clacking sounds of someone searching for something, but he had almost forgotten that Lionel was there, until the velvet voice spoke again. "Hold out your left hand, Clark."

Opening his eyes, Clark saw that Lionel was holding a bottle of lube, and his heart flipped sickeningly. He knew what Lionel wanted. He knew what was going to be asked of him next and he didn't think he could do it. Still, he extended his shaking hand, palm up, shaking his head even as he did so. Lionel drizzled some of the cool liquid onto Clark's fingertips, then looked up to lock eyes with Clark, and nodded.

In a daze, Clark rubbed his fingertips together, spreading the slippery fluid. He spread his legs, reaching down with his wet fingers, but stopped short. Looking up at Lionel with pained eyes, he begged, "Please, Mr. Luthor. I can't do this."

"You can, Clark. You've done just fine so far. Lay back, close your eyes, and forget I'm here, if you have to."

Clark squeezed his eyes shut once more, and spread his legs wider, reaching down to let his slippery fingers glide over his balls, across his perineum, then lower...lower, circling his hole with a jerky, hesitant touch.

"That's it, Clark. Now push your finger in, deeper."

Clark realized he had been holding his breath when it suddenly rushed out in a barely restrained sob. "I can't, I can't." He drew in a deep breath, and tried to calm himself, saying more evenly, "I can't reach."

"Lift your legs, Clark, higher. Reach under." When Clark's finger slipped deeply inside his body, Lionel's own breathing became ragged. "God. You really are a sight to see, Clark. Can you get another finger in for me?"

Clark bit the inside of his cheek to keep from crying out and slid a second finger in, stroking deeply. At the sound of fabric rustling, he opened his eyes to see that Lionel had opened his trousers and had his own angry, red erection in hand. Clark knew he must look startled, frightened, when Lionel said soothingly, "I'm not going to touch you this time, Clark. Relax."

Clark nodded, still staring open-mouthed at Lionel's long cock as it slid within the confines of Lionel's fist. His face burned a little hotter when he looked up to see Lionel smiling, knowing that he had been caught looking. Lionel laughed softly and said, "I'm glad you want to look, Clark, but don't forget what I want from you. See if you can slip in a third finger."

Hitching his knees up a little higher, Clark pushed and probed until he managed a third finger. He lay back, willing himself to imagine that he was alone again, but the sound of Lionel's hand working his own cock with little slick, slapping noises, and the sound of his heavy, harsh breathing made it impossible.

Lionel's normally smooth voice finally grew rough and strained as he ground out, "You like that don't you, Clark? Fucking yourself with your own fingers? You're doing so well...so well. Faster, Clark, harder. That's it, that's it...now look at me. Now."

Clark opened his eyes and stared, completely unable to look away as Lionel's cock jerked and erupted, splattering his dress shirt and the lapel of his suit jacket. Lionel groaned loudly, and shuddered, and something clicked inside of Clark. Power. He felt an enormous surge of power knowing that he had caused Lionel Luthor to lose control just by laying naked on Lionel's bed and performing for him.

That knowledge went to Clark's head in a dizzy rush, and he groaned loudly himself, twisting his fingers within his body and sliding his hand faster and harder over his own cock. So close now...so close. He sucked in a lungful of air and could taste the heavy scent of sex that hung all around him.

"Clark. Look." Lionel tilted his head to the side, nodding towards the chevalier mirror that stood across from the bed. Clark turned his head and stared in wonder at the image reflected there. He saw a completely unfamiliar version of himself -- his legs were splayed wide and raised high, his body glistening with sweat. His face was a brilliant red and his hair was as wild as his wide eyes. He moaned low in his throat as he watched his fingers, still thrusting in and out below his balls that were drawn up tight and high, his other hand pumping his cock ruthlessly.

His eyes traveled over Lionel's reflection -- still completely dressed except for his spent cock protruding from his trousers and laying pale now against the dark fabric.

Working himself even faster, Clark looked up and his eyes met with Lionel's in the mirror. Lionel was smiling at him, knowingly and with a glint of something strangely like affection in his eyes. At Lionel's encouraging nod, Clark shuddered and came, crying out loudly with the force of a climax so strong that he wondered if his heart would survive it. He fell back on the bed, limp and panting and felt himself sinking into a state of near unconsciousness.

Clark didn't know how long he lay there, but a voice -- the voice he loved -- was calling him back to reality. He cracked one eye open to see Lex smiling down at him, his eyes bright with amusement.

"You okay there, Clark?" Lex laughed softly and bent to kiss Clark's sweaty forehead, reaching up to smooth the damp tendrils of hair from Clark's eyes.

Clark grinned and lifted his hand weakly to stroke Lex's sides. "I think you almost killed me, Lex."

"You were the one that wanted to spice things up in the bedroom. I guess I can assume that my idea to fantasize during sex was a success?"

Clark squirmed beneath Lex, and murmured, "Oh yeah. That was...wow."

Lex laughed and rolled off to lay beside Clark. "So. What did you fantasize about?"

"Lex! That's against the rules. We agreed we didn't have to tell."

"Let me guess - the shy, innocent farm boy routine?"

Clark smiled secretively. "Sort of."

"Good, I can live with that. As long as you weren't fantasizing about, I don't know...my father, or something."

Clark laughed a little, nervously. "You're so warped, Lex."

"You were! You were thinking about my dad, weren't you?"

Clark sighed loudly and leaned over to give Lex a hard kiss. "Relax, Lex. Even in my fantasies, your father will never lay a finger on me." Clark lay back and smiled up at the ceiling, absurdly pleased with his ability to tell the truth and yet completely mislead Lex at the same time. "So what were you fantasizing about? My dad?" Clark laughed for a moment as if that were the most outrageous thing imaginable, then not waiting for Lex's answer, said, "Sorry. I grossed myself out with that one."

Lex just smiled and kissed Clark again before rolling over and saying, "Goodnight, babe."

"Goodnight, Lex."

Lex buried his face in his pillow and grinned. Sometime between now and dinner with Clark's parents next Sunday, he would have to figure out a way to wipe tonight's fantasy from his mind. It was the only way he would be able to look Jonathan in the eye without blushing.