Author's note: This fic was written for the following reasons: I am suffering from the Litney withdrawal, RPS is not allowed on this site and it is two very special people's birthday on August 7th.
Disclaimer: Smallville and its characters are owned and copyrighted by DC Comics and Tollin/Robbins Productions.

Lionel sat in his penthouse pretending not to care that his son had completely ignored his birthday and opted to fly back to Smallville on Saturday to spend the evening with his boyfriend. While he and his son's relationship had always been shaky in the past, Lionel thought they had a much closer bond since Lex's return from the forsaken island.

They were working together now, but Lex still believed Lionel had set him up. What Lex didn't know was that Lionel had showed up at the wedding hoping to stop it when he found out who Helen was and what she was up to. Lex had cleverly leaked wrong information to his father and the ceremony had been over hours before he arrived. By the time he got to the reception, the newlyweds were gone.

But that was all water under the bridge now. He was trying very hard to prove to Lex that he could be a good father and respect his son as an equal in business. Nevertheless, it seemed to no avail. Lex was on his way to Smallville and Lionel was once again alone. Lionel decided to treat himself and go to an exclusive club in Metropolis that catered to all sexual preferences. Chameleon was like Club Zero for the over forty crowd and Lionel was well over forty, although most couldn't tell it by looking at him.

He showered and changed, opting for a more casual look. He drove his own car and handed the keys over to a handsome young man. Lionel hoped the rest of the guests inside were equally attractive. He was determined not to spend the night alone.

Lionel was recognized by the Maitr'd and ushered to a private area. He was told his waiter would be in to take his order shortly. Lionel stared out the glass window that allowed him to look down on the dance floor. He hadn't danced in years and he doubted he could do any of the dances the crowd was doing. He was disappointed to see that most of the patrons were paired off and looked well below the forty age limit. He smiled to himself remembering that money and power could get you in anywhere. He even recognized some of his colleagues and rival's children dancing carefree on the crowded floor.

"Can I take your order Mr. Luthor?"

Lionel turned around to see an exquisite young man with chin length blond hair and dazzling blue eyes staring back at him. The boy was at least two or three inches taller than him. It was a few moments before Lionel stopped checking the young man out and ordered a scotch neat.

Lionel was beginning to think that coming to this place wasn't such a great idea. It was actually depressing to see so many happy couples gay and straight, enjoying themselves. He decided to order another drink and go home. The waiter returned with his drink and asked if he wanted appetizers.

"Today's my birthday," Lionel said for no other reason than the fact that it was.

"Really," the waiter smiled, "today's my birthday too."

"I Love Lucy," Lionel muttered and raised his glass to the youth.

"The Italy episode right?"

"Ah, beautiful and bright," Lionel said.

"I loved that show and that was one of my favorite episodes."

Lionel studied the young man before speaking. "This may sound like a line, but you look familiar."

The blond waiter blushed before beginning to speak.

"I lived in Smallville with your son. My name is Whitney...Whitney Fordman."

"Ah, Mr. Fordman. The young man my son kidnapped my football team for."

"Well actually he did it for Clark, as a favor to me. Your son didn't really like me much."

"My son doesn't like me much either so I guess that's something else we have in common."

"I'm sure that's not true Mr. Luthor."

"Lionel, call me Lionel. And unfortunately it is true. But, it's also mostly my fault so I shouldn't complain."

"Are you alone on your birthday?"

"I'm afraid so," Lionel sighed, taking another sip of his drink.

"Well," Whitney hesitated before summoning up the courage to go on, "I'm off in another hour or so, why don't you hang around and we'll celebrate our birthday together."

Lionel stared at the young man in disbelief. "Why would a young handsome man like him want to spend his birthday with an old man. "

"No one should be alone on their birthday," Whitney added.

"Friend of the friendless?" Lionel said, offering one of his engaging smiles.

Whitney nodded.

"Two Lucy references in one night, how could I refuse?"

Lionel ordered appetizers and gave Whitney plenty of excuses to return to his private room. Because Whitney was in his final year of college and had classes on Monday afternoon, his boss let him work until Midnight and make up the time during the rest of the week. It was hard for Whitney having to work and study at the same time, but other students did it so he figured he could too. His dreams of being a football player faltered with several injuries and a lack of funds so he concentrated on sports medicine and physical therapy instead. He would soon have to give up his job at Chameleon to intern at Metropolis General. He was just thankful that hadn't happened before coming face to face with Lionel Luthor.

Unlike Lex, Lionel seemed genuinely charming. Lex always seemed falsely so to Whitney. To this day he couldn't understand what Clark saw in him, but it was well known that Clark and Lex were in a relationship. Whitney hoped one day he would find someone to settle down with. He tried not to entertain the notion that that someone would be Lionel Luthor.

Whitney returned to Lionel shortly after midnight dressed in jeans and a t-shirt. Lionel looked him over and it sent chills through Whitney. He could tell by the twinkle in the older man's eye that he liked what he saw.

Lionel rose and offered Whitney his arm. "Shall we?"

On the drive to the penthouse, the two decided to rent I Love Lucy DVD's and buy popcorn. Lionel felt like a teen on his first date. They pulled up to a Blockbuster's and Whitney went in to rent the DVD's. Lionel studied his face in the rearview mirror trying hard to wipe the silly school girl grin off of it. A few minutes later Whitney returned with a bag full of DVD's and popcorn. As they drove off, Whitney started pointing animatedly at an all night convenience store.

"Pull over, this will be quick," Whitney was practically shouting.

Lionel obliged. Normally he would be put off by such behavior, but Whitney was truly brightening up what could have been a depressing evening so he put aside his quirks and just gave in to the spontaneity of the moment.

The young man returned with even more bags. When Lionel inquired what was in them, Whitney scolded him and told him he'd have to wait, something else Lionel was not accustomed too. But again for this one special night, he'd make an exception.

By the time Lionel and Whitney made it into his private elevator that led to his penthouse, Lionel was feeling playful and made several attempts to grab the bags out of the young blonde's hands. Whitney put his back against the wall and held the bags firmly behind him. Lionel cornered him and tried to reach around him, pressing himself against Whitney as he did so.

Whitney held his ground enjoying the struggle too much to give in so easily. Lionel's face was mere inches from his own and he could smell the scotch on his breath. It was intoxicating.

"Well If I can't see what's in the bag, do I at least get a birthday kiss?" Lionel asked hoarsely.

Whitney nodded barely able to speak. Both men were panting as Lionel pulled Whitney into his arms and kissed him. As the doors opened into his apartment two voices yelled "Surprise" but were silenced by what they saw.

Lionel turned to find Clark with a silly party hat and noise maker in his hand and Lex holding a birthday cake. Lionel figured the security guard must have called to alert them of his arrival.

"Lex, Clark, you remember Whitney."

Lionel tried to sound as cool and in control as possible. Clark reached in the elevator and pulled Whitney out.

"Great, now we can really have a party," he said before slapping one of those silly hats on Whitney's head.

"Happy birthday dad," Lex said handing the cake off to Clark and giving his father a hug.

"I didn't get you a present," he whispered in his father's ear, "but it seems you found one for yourself."

Lionel let out a genuine laugh. Whitney and Clark looked warily at the two wondering what the joke was.

"Hey, I just remembered," Clark said excited, "It's Whitney's birthday too."

Clark and Lex led Lionel and a stunned Whitney into the living room where balloons and decorations that were more appropriate for a six year old filled every available space.

"Clark decorated didn't he," Lionel leaned over and whispered to Lex.

Lex simply nodded his head.

Lionel clapped his hands together, "All right. Let's celebrate."

Whitney hadn't said a word since the elevator door opened. He looked around the garishly decorated room and back to Lionel with a raised eyebrow. Lionel just smiled.

"You two didn't get me any presents but Whitney did. Where is my gift," Lionel said snatching the bags away from Whitney.

Clark and Lex exchanged glances. Neither had ever seen Lionel so animated before.

"Lionel, I think you should wait until..."

Before Whitney could finish, Lionel had spilled the contents of the bags onto the table Clark and Lex had set up. Scented oil, condoms and a black leather thong sprawled across the table along with a bondage video and plastic handcuffs.

All four men stared at the items as if they were waiting for them to do something.

"Coffee anyone?" Clark said, rising from the table, his usual blush firmly in place.

"I'll help you," Lex said, pushing his lover out of the room.

Lionel sat staring at Whitney's purchases.

"Lionel I'm sorry. I had no idea..."

"Who gets to wear the handcuffs, me or you?"

Whitney laughed and gathered the items back into the bag.

Lionel picked up the thong and twirled it around on his index finger. He moved closer to Whitney and whispered in his ear. "Eat quickly; I want to see you in this."

Lionel knew Clark and Lex were having a field day with all that had happened. He decided to send them to his private suite at the Metropolis Hilton. He'd make a call after the festivities were over.

When Clark and Lex returned, Lionel was still twirling the thong absently on his finger. Both men stifled giggles and Lionel nearly turned as red as Clark usually did when he realized what he'd been doing.

"Are we out of coffee?" Lionel asked, noting the two returned without coffee, cups or anything else.

Clark rose to get it but Lionel waved his hand to stop him.

"Let's have a toast instead," he said, handing the garment back to Whitney.

Whitney awkwardly stuffed it into his jean pocket while Lex gladly left the table to compose himself and open a bottle of his father's favorite brandy.

"To Whitney," Lionel toasted, "Friend of the friendless."

Whitney laughed out loud while Lex and Clark muttered the meaningless toast.

After several drinks and caked, Lionel ushered Lex and his companion out, telling them of the arrangements he made for them at his reserved suite. The last thing he wanted was Clark peering through walls and listening in while he gave Lex a blow by blow description of his father's escapades. Lionel shut the door firmly behind him, smoothing his hair with his hands and trying to recover some of the dignity he'd lost as the evening progressed.

"Alone at last," he said from the doorway.

Whitney seemed startled. Lionel presumed the young man was lost in thought over the evening's events.

"Whitney, if you'd like, we can just watch the DVD's and have more cake, or I can have my driver take you home. Whatever you'd prefer."

"I'd like you to wear them," Whitney said slowly.

"Excuse me?"

"You asked me earlier who gets to wear the cuffs. I'd like you to wear them."

Lionel stepped into the room and pulled the young man into his arms.

"Happy birthday Mr. Fordman."

"Happy birthday Mr. Luthor. "