The artificial light had been turned down to reflect the hour, which a glance at his watch confirmed was just past eleven p.m. and way beyond visiting hours. He was one of the most well respected men in the world, however, and so was the one who had summoned him. To such men the words "after hours" meant very little.

The woman at the reception desk had given him only the most cursory of examinations before admitting him. Likewise the young nurse at her station merely nodded as she buzzed him through the high security doors. As he passed she gave him a small, sad, smile.

"The room at the end of the hallway," she said. "It gets the most sunlight."

There was a slight hesitation in his step as he passed through the doors and heard them click shut behind him, possibly the result of a ghostly memory from another lifetime. The sound reminded him of the closing of a jail cell. He'd had spent some time behind bars, once, somewhere in a time he could not quite recall. He had a vague recollection of it being unpleasant.

Gray artificial twilight surrounded him as he recovered his stride. He moved purposely down the hall, his shoes producing a soft, echoing rhythm on the polished tile floor. Everything was cold and sterile, made of metal and plastic, much like one of his labs. Memories of the time spent in them he usually had blocked, unless of course he had been there on business. The blandness of the place made him wonder why this particular facility had been chosen. Had it been on purpose, to perhaps hasten things along, to avoid the temptation to linger?

There was a goon standing in front of the door. He stopped before the black and saffron clad figure and gave him a look that was almost but not quite a sneer. Who was this then? Bumblebee Man? It was a pain in the ass trying to keep track of the rise and fall of various spandex clad creatures. They came and went over the years, only a few lasting more than a decade or two. He'd experienced run ins with more than a few of them; he'd killed more than a few of them. As a rule he was not someone they liked to encounter, hence the scowl on BBMan's masked countenance.

"I don't know why he called you here, Luthor."

The low voice was more like the growl of a bear than the high pitched buzz of an insect. Perhaps Lex had misinterpreted the black and yellow costume. He did smirk as he replied, but for some reason the venom faded from the actual words, and they came out in a whisper.

"Don't you?" he asked.

The only response was a slight narrowing of the eyes behind the black mask.

Lex turned away from him, and entered the room.

It was as stripped down and sterile as everything else. There was a bed in the same style hospitals had been using since the beginning of time, and two ugly plastic chairs. The main feature of the room was the large window, which was, surprisingly, unblocked by any neighboring buildings. It provided a beautiful view of the riverfront, and as the nurse had indicated, would be filled with the glory of the rising sun every morning. He paused to look out across the river, which sparkled like a dark satin ribbon in the lights of the skyscrapers rising above it and the bridges spanning its width.

"Beautiful isn't it?"

"The renovations cost a fortune, it should be beautiful." Lex ran a hand through his hair, pushing back the lock that tended to fall over one eye. He turned away from the view and sat down in one of the chairs next to the bed. "I was one of the major contributors to the project."

"I should have known."

Lex leaned back in the chair, one corner of his mouth quirking in a wry smile. "You mean you didn't?" The smile faded after only a moment. "You're a fool, Clark," he said softly.

"So I've been told."

There was a muted click, and the wall lamp beside the bed came on, spilling its light over the bed's occupant. Green eyes the color of oriental jade, narrowed until they adjusted to the light, testimony to how slow his reflexes had become. It took longer than Lex would have expected.

"By whom?"

"You, for one, many times," Clark replied. He ran one gnarled thumb over the edge of the small disk he held, the control device for just about everything in the room. "This is a new one," he added, with the barest of nods. "I like the hair. Brown suits you."

"You didn't like the surfer look, Clark I'm offended!"

"What is this, number six? Or is it number seven?"

"Seven I think. I'm considering having some sort of serial number tattooed on my ass every time. I'm starting to lose track myself."

Clark voice, which had been soft to begin with, faded to an almost inaudible whisper. "And I'm the fool?"

Their eyes met, and Lex, who had not actually seen him in years, was suddenly overcome with an uneasy feeling. He'd known Clark had been ill, but not to what extent, as it had been kept extraordinarily quiet and Superman had already "retired" nearly two decades prior to the news reaching Lex's ears. He hadn't been sure what to expect, but the simple fact that Clark was - old - he found unsettling.

The eyes were the same, and so was the hair, although the latter had faded to a mix of steely grey and silver glint. He was still handsome, just more distinguished, as if he'd finally grown into his baby faced features. There was a certain state of grace in his expression, a calm resignation he'd never had before. Ironically it was his body that was failing, finally, worn down by time when nothing else could touch him. When Lex had heard he was ill, there had been an investigation of course, and his sources had revealed that it was nothing more than an age borne affliction common to Clark's people of origin.

"The closest human equivalent would be a type of muscular dystrophy." Lex's source told him. "It's starting to affect his heart."

Basically, the strongest man the world had ever known, was losing his strength.

Lex stood briefly, and returned to his chair with the "chart" from the end of the bed. He turned it on, thumbing the dial as he scrolled down the pages of notes the doctors and nurses made every time they came into the room for any reason. At the very end he stopped, re-reading the words written there several times. His fingers were trembling slightly as he switched the chart off, and he hoped Clark had not seen them. A quick glance at the bed revealed that he had, and was still watching Lex with the keen eye of a raptor.

A grounded bird, to be sure, but Lex had the impression that if the circumstances were right, Clark could still bite.

*Do* *not* *resuscitate*.

"Why are you doing this?"

"Doing what, dying?" Clark chuckled. "Not familiar with that term, are you?"

"I know you have DNA somewhere...."

"I had it destroyed."

Lex stared at him, shocked.

"It's safer that way. If anything, you taught me that lesson. No one can be permitted to clone my body. It's too dangerous."

"Not if you put your own damn self into it."

Clark sighed. "Why would I want to?" His eyes narrowed slightly. "You're showing unusual sentiment, Lex, for a man who has spent over one-hundred years trying to kill me."

Lex stood up. He replaced the chart and moved back to the window, staring out into the darkness. He could see Clark reflected in the glass. "People change." he whispered. "Or try to anyway."

"You change more than most." Clark said wryly.

"I always fail where it counts. Old habits die hard."

"I'm the one who should be making rueful confessions at this point, not you."

With a soft snort of laughter, Lex returned to his chair, leaning his elbows on his knees and folding his hands together. He studied his old adversary carefully, his blue eyes distant, as if he were looking back at the man he'd once known instead of the one lying before him.

"Who's the guy outside?" he asked finally.

"Saturn."

Lex snorted. "How idiotic. What's his story?"

"I haven't the slightest. He's who was assigned."

"Is there a veterans association for retired superheros? Are you going to get a twenty-one gun salute and a fly by?"

"Probably."

"Jesus, Clark!" The anger returned. "You're so fucking morbid!"

There was a long pause before Clark replied, and when he did, Lex could finally hear the pain and the weakness in his voice.

"I'm one-hundred and twenty-three years old, Lex. I'm tired. Everyone I've ever known and loved is gone. The world I knew is gone, and the one I'm living in now, doesn't need me anymore..."

"Fuck that," Lex stood up again, pacing, angrily running fingers through hair he'd still not gotten used to having despite the years and the changes he'd been through. "You're leaving it in the hands of men who dress like bumblebees and name themselves after defunct car companies."

"Now who's showing their age, eh, Saturn went under centuries ago."

It was the old smile, the one that had won so many hearts over the years, and although Clark looked half his chronological age already, the smile took at least another ten years off. The lines around his eyes deepened though, lines put there by that same smile being repeated over and over again. Lex had not seen nearly enough of it himself. Nine times out of ten when he and Clark had met, Clark had not been smiling.

They went back a very long time, the two of them, and they both knew what Lex really wanted to say.

"*Don*'*t* *leave* *me*."

It would hurt too badly, to admit that after all the years of trying to eliminate Clark's presence in the world, it was not something Lex really wanted after all.

He stopped pacing, turning on Clark with an intense gaze that rivaled Clark's own during the rare times he'd lost his temper. "It's not too late."

"It is too late, Lex. Anything they harvested now would be diseased. The procedure wouldn't work, I'd end up dying all over again, and that's assuming I would agree to it."

"You're a fool." Lex raged.

"So you've said."

"Clark...."

Clark interrupted him. "Do you remember when we first met?"

Lex stared for a moment, unspeaking, before looking away.

"Do you?" Clark demanded, and there was a trace of his old strength in the words. When Superman had spoken like that, people listened to him.

Lex listened to him. He closed his eyes, fighting the effects of time and the limitations of flesh regenerated several times over. Like flashes of lightning that left ghostly patterns etched into one's retinas, he saw brief glimmers of things he thought he remembered. He saw Clark's eyes looking into his own from a face much too young and filled with fear. He felt cold and damp, heard the roar of his own straining heart in his ears as he struggled to breathe, and the bitter taste of the water he had swallowed. Those things he saw, were just barely retained echos of the past. What was said, or done, had long been erased.

"You saved my life," he whispered, and opened his eyes.

"But you don't remember the accident do you? You don't remember how close we were, before you started to hate me."

He couldn't deny it, nor could he admit it. "I remember what I need to remember."

"Who's the fool?" Clark's voice was sharp this time. "You're a copy of a copy of a copy, Lex. Something fades, something is lost, every time you bring yourself back, things you can't recover no matter what scientific genius you hire to research the problem." His breath caught sharply. Lex saw his jaw clench, his eyes closing against the sudden reminder that he was not what he had been before.

His voice was trembling when he was able to continue. "I don't want to lose my memories. I don't want their richness to fade. I don't want to live my life wondering what pieces are missing."

"I don't miss anything." Lex growled. "What's faded has done so because it wasn't important enough to be retained."

"You're lying to yourself." Clark murmured. "You flew before I did."

Lex laughed. "You're senile, Clark."

"Do you believe a man can fly?"

"*People* *can*'*t* *fly*, *Lex*."

"*I* *did*."

Turning his back, Lex pressed his fingers to his temples. He remembered the words, heard his own voice repeating them, but he did not understand them. Out of context they were meaningless, fragments of broken moments that drifted around inside his mind never achieving cohesion into a legitimate memory. He was lying to himself, but lying came as easy to Lex Luthor as breathing.

Most of the time. He did recall instances when neither breathing or lying had been particularly painless. Memories of dying, as many as could be isolated with hypnosis and other means, had been eradicated. It was something Lex had finally demanded they do, because those memory fragments, those feelings of helplessness as his mind was forced from his dying body, he despised with all his being. He did not want to remember the day he and Clark met, because that had been the day he'd died for the very first time.

Clark had brought him back.

"You told me I'd given you a second chance." Clark was saying.

Lex looked into the dark, reflective glass of the window. He watched Clark watching him.

"How much of your time in Smallville did you consider worth saving? Or did you get rid of it to make room for memories of every time you attempted to kill me, or the underhanded business deals that cost thousands of people their jobs and even their lives?"

The green eyes never left him, staying upon him as unwaveringly as the voice *did* waver with emotion and weariness. Lex realized Clark could also see the reflection in the window, and could see the expression of grief on his face. He erased it, much like he'd erased old memories, shuttering it away because it showed weakness. Luthors' were strong, not weak. Hadn't his father drummed that into him from the very start?

How he'd done it, Lex did not remember. In fact he barely remembered Lionel Luthor at all, or his mother for that matter. She was more of a mystery to him than his father, yet he remembered loving her, and he remembered the pain of losing her. When he thought of her all that came to him was the scent of flowers; no words, no pictures. He couldn't recall her name without looking it up in his records.

"I remember, Lex. I remember you called me your little brother. You were my best friend, because you were the only person who understood what it was like to be different. We understood each other, we've always understood each other, even when we hated each other."

"I don't understand this." Lex said softly. He turned around, slipping

his hands into his pockets in a habit the years, and the body transfers, had not been able delete. "It's suicide, Clark. You had the means to save your own life and you threw it away."

Clark shook his head slowly. "It wouldn't be my life I'd be saving, because it wouldn't be the same."

Lex sank slowly back into the chair.

"See," Clark whispered. "We still understand each other."

"I hate you." Lex grated, his voice harsh and rough. "I fucking hate you, Clark."

"I know."

"Why did you call me here? To torture me?"

"Why did you come? To gloat?" The pain returned, briefly, then dashed away, taking with it a great deal of the color from Clark's face. He seemed suddenly drained, and even more weary. "You seem to be doing more begging than gloating."

"God! Fuck you, Clark. Why are you doing this to me?"

He didn't answer right away, and for one fleeting second Lex thought perhaps he'd died there and then, but Clark's eyes opened. He turned them on Lex with an annoyingly patronizing expression.

"I don't want you to think I'm dying just to spite you."

Lex's annoyance fled. He uttered a short bark of laughter. "So, in order to thwart my never ending obsession with your death, you simply remove the temptation? Yes, I would come to that conclusion."

"It's not that at all." Clark whispered. "I swear."

"I know." Lex returned, just as softly.

A memory, one of the fragments, flitted by just out of Lex's grasp; a moment of silence that had once fallen between them years before. He heard the ticking of a clock, and the creak of a step upon a parquet floor.

"I'm tired, Lex. I'm very tired." Clark sighed, and moved his fingers slowly across the edge of the blanket.

Lex pulled it up for him, and as an afterthought, sat down on the edge of the bed. "I should be the last person here, Clark," he said quietly. "I know you have others..."

"Not like you. I sent them away. The standing order is to admit only you, no one else."

There was no point in asking, "why me?" Lex knew the answer to that question. He was the one person left in the world, who had been there from the beginning.

In one form or another.

It was only fitting he would be there for the end.

He didn't want to be there for the end. He hated death. He hated to reminded of his own mortality, and he wasn't so stupid not to realize that there would come a day when his recyclical efforts would fail and he *would* die utterly and completely, never to be resurrected again. Losing Clark would not just be a reminder, but a slap across the face. He still wasn't convinced Clark wasn't doing this to torment him. It was something Lex would have done, had their positions been reversed, but Clark wouldn't think of such a thing. Clark was - Clark.

Clark was dying.

Lex looked into his eyes and the memories surged forward, threatening to overwhelm him. He remembered that look now, in his mother's eyes as she breathed her last breath, finally free of the confines of her failing body and what she expected to be paradise beyond. He remembered that look in his father's eyes when Lionel had once chided Lex for saving his life once.

"*I*'*m* *tired*, *Lex*."

Lex imagined Clark was tired, tired of always being the one making the saves, tired of always looking over his shoulder to see what Lex himself was up to next.

Tired of being alone.

He knew Clark's story better than his own. Clark had one true love in his life - Lois Lane - and together they had adopted children when they could not have their own. The last of their descendants died two years past, and Clark had not been the same since. Between the loneliness, and the disease chipping away at him, sapping his once phenomenal strength, Clark had no desire to keep living.

"I should be gloating." Lex whispered. "I should be dancing and singing. Isn't this what I've always wanted?"

"No, not always."

"I don't remember, Clark."

"In..." A muscle twitched cheek, the sea-green eyes clouded momentarily, and the voice slipped further away beneath a haze of pain. "In the drawer."

Cocking his head, Lex frowned. "The drawer?"

"Behind you."

He turned, and saw the low credenza against the wall beside the opening to the bathroom. Rising, he went to it. He paused to run his fingers over the smooth, plastic-coated surface. It was nearly as reflective as the window, and in it he could see the blurred shadows of his own features.

Blurred, as if copied over and over again until the clarity was compromised.

Fuck.

Slim fingers slipped into the notch beneath the top drawer, and he pulled it open. A light came on inside it, illuminating the contents, and his breath caught despite himself as the bright blue, red and yellow was revealed. His fingers shook as he touched the soft cloth, tracing the curves of the S emblazoned across the chest, slipping over the scarlet folds of the cape. He remembered this with little fondness. His eyes cut to the other objects in the drawer: a picture of Lois and Clark at their wedding, with a small snapshot of Martha and Jonathan Kent tucked into the corner of the frame; a pair of glasses, neatly folded; and a jeweled plastic case containing a computer chip.

"The chip is what you'll want."

Lex picked it up, and slowly shut the drawer before returning to the bed. "The suit?" he asked.

Clark sighed, and looked away, beyond Lex and out into the city outside the window. "If it were up to me," he said. "I would be buried dressed in flannel, back home in Smallville."

"Instead..."

His gaze returned to Lex. "Instead I will be enshrined here in Metropolis, wearing the suit, because from the moment I first put it on, my say in how things would be, was rendered moot."

Lex made no response. He stared at the chip, turning it over in his fingers as if he would a coin.

"But right now, this is my show. I'm setting the stage, dictating the ending, and I won't be doing any encores." Broad shoulders, still broad despite the illness, rolled in a slow shrug. "They can bury me as they wish, as long as they leave me alone afterwards."

"Hence the bodyguard."

A nod. "The Justice League has strict orders that once I'm interred, nobody gets in the vault for any reason. No one."

"Makes sense," Lex exhaled; held up the chip. "And this?"

"A gift for you."

"What is it?"

"Memories."

Lex stared at the small, hexagonal case resting in the palm of his hand.
"It's all I really have to give, and maybe once you listen to it, you'll understand."

He thought he understood now, but the words to admit it would not come to him. His ferocious hatred for the man lying in the bed beside him warred with the logic borne of countless years of living. What was the point of being angry anymore? He really hadn't been angry much lately, and he truly was frightened at the prospect of having Clark gone. Clark was Lex's anchor, the one constant that had greeted him through every resurrection, and oddly, made it less frightening. What would it be like the next time, waking up to a world without Clark Kent, without Superman?

Clark's hand closed around the control disc in his hand, pressing a small button. "Thank you," he said.

Lex slipped the computer chip into his pocket. "For what?"

"Coming here, letting me talk to you."

The door opened, and the rectangular opening was filled with the bulk of Saturn, who stood there with arms crossed, waiting for instructions.

Glancing over his shoulder, Lex glared at the scowling countenance of the man in the mask. He turned back to Clark.

"I'll come back tomorrow."

"Sure."

Their eyes locked, and Lex's chest was seized with a tightness that he at first would have attributed to a heart attack, but he realized it was nothing of the sort.

It was grief.

Lex hated him then, with every bit of the old venom, because if their positions were reversed, Lex would be begging him to stay. He would be weak. Clark would stay with him, and hold his hand, and see him through it. He would be frightened, had been frightened in the past even knowing that a new life awaited him.

Clark wasn't afraid.

Lex slaked his anger.

"Clark, I'm willing to stay."

"No."

Only to have the anger return.

"Why, so I won't have the satisfaction of finally seeing you dead?" Lex rose, backing away from the bed, and pushing away the chair that suddenly seemed to be in his way.

"No," Clark said softly. "Because I know you can't." He closed his eyes, and his lashes were damp against his cheeks. "I would rather my last memory be of your rage, rather than your grief." The lashes fluttered, and his eyes opened again.

Lex's jaw clenched tight.

"It would be cruel to force you to stay, Lex. I've never been purposely cruel to anyone, and I don't intend to start now."

"Always the better man." Lex grated.

"Go home, Lex." Clark said quietly, no longer bothering to try to hide the weariness in his voice. "Listen to your memories, and come back again tomorrow if you must."

Saturn shifted his weight, clearly relishing the idea that if Clark so much as nodded he would have the great satisfaction of wringing Lex Luthor's neck.

Lex had no choice.

His fingers tightened around the computer chip in his palm, and he turned his back on the bed, and his despised foe who lay there. His footsteps were firm and decisive as he strode across the room towards the door. Yet, as he reached it, he paused, and looked back.

Clark lay there, looking out into the city, serene, and silent. He must have senses Lex's eyes on him, for he turned, and regarded Lex with that same serene expression.

Lex stared at him for some time, then shouldered past the man at the door, and was gone.


***

Clark referred to Lex as "beloved enemy."

He spoke of friendship.

Lex leaned his elbows on his desk, in his high rise office, a room made of glass and steel and chrome. His eyes were closed as he listened to the final words.

"This is all I have to give you, the memories you've forgotten, and the friend you never knew you had."

He had lived in Smallville for the four years prior to his father's death. He had very little memory of them. Clark remembered. Clark remembered it all. He spoke of it, making it real again with the voice of a man well accustomed to speaking in public, and the words of the writer he'd been, until Lex could almost grasp those memories again himself.

Clark described Saturday afternoons shooting pool, and bull, while trying to outwit each other with useless television trivia. He described Lex's quirky sense of humor, and the matchmaking attempts Lex made between Clark and Lana Lang. They'd investigated the meteor freaks together, before Lex's mind had twisted, and latched onto the idea of purposely mutating people for his own gain. Back then it had been almost fun.

It had not been about life and death.

Lex let Clark drive the Lamborghini.

Clark let Lex drive the tractor.

Lex talked about his shitty family life.

Clark talked about his shitty love life.

It's what friends did.

"Singling out four years, when dozens have passed, seems insignificant. I've worked with words nearly all my life, but I can't find anything to express how important those four years were to me. I can't let them be lost, Lex. So I'm giving them back to you. Please keep them for me, as the friend you once were."

The recording ended with a click.

Lex ran his hands down his face, and opened his eyes to a room full of color. The sun was coming up over the city. It shown through between buildings, into his office through the big glass windows behind him. Everything was set aglow. He looked at his watch. It was seven a.m.

The phone rang.

He answered out of habit.

Spoke out of necessity.

"Thank you for letting me know," he said.

Then.

"I want flags at half mast."

A puzzled inquiry.

"Just fucking do it!"

He missed phones that one could slam down into their cradles. This one he snapped shut and threw across the room, suddenly infuriated, suddenly moved into action. Rising, he went to the window, and had he been able he might have thrown himself through it and down to the streets below.

Instead he leaned against the cool glass, looking out into the city that had been his home for one hundred and twenty eight years...

Less four spent in Smallville.

The sun hurt his eyes. He closed them. He was very tired.

When he spoke, his voice cracked. "You lied to me, you knew you'd never see me again."

What was one more lie in a long list of them? Clark had been just as capable of lying as Lex. They'd shared a few over the years. Lex tried to remember them all, and failed.

"*Something* *is* *lost* *every* *time*..."

Tears made the words nearly incomprehensible. "You fucking bastard. You fucking, fucking, bastard."

Clark had the last word, and Lex could not hate him for it. He'd given Lex back the memories of a lost friendship, given him back a friend he barely recalled, just in time for Lex to mourn him. Yet in sending Lex away, he had spared them both that moment of realization when something lost is found - too late. Being together at the very end, would have been, as Clark implied, much too cruel.

Through the glass pressed against his face, Lex heard church bells begin to peal all over the city, mourning the passing of her long time guardian. Wiping at the tears running down his cheeks, he turned away from the window. There could be no more time wasted here. He had one last life to lead, and when it was over, he wanted no more. Clark had been right, as always.

Superman, Clark...

Beloved enemy.

Beloved friend.

*O*, *here* *will* *I* *set* *up* *my* *everlasting* *rest*,
*And* *shake* *the* *yoke* *of* *inauspicious* *stars*
*From* *this* *world*-*wearied* *flesh*.
*Eyes*, *look* *your* *last*.
-*Wm*. *Shakespeare*