AN: Ok folks – warning time! WARNING! I should really rate this an M fic, but unless you know to rest the ratings at the top of the page, no one will ever see your fic! So YOU ARE WARNED! This fic is mature and meant for adults and full of sexy stuff. YOU HAVE BEEN WARNED!

Now, that being said, this is a one shot. That's it. That's all. I have no plans to make this any more than what it is. This fic has nothing to do with any other fics I have written in the Superman AU. It stands alone. I also need to say that this will be the last thing I write for Superman for a while. I simply MUST return to my home in the Twilight fandom. Maybe later I'll come back and add a few things here and there. But for now, I owe it to my Twilight fans to update Lion and Lamb.

For this fic, I came up with the idea after being so put out by the fact that she really didn't get much of a kiss in Superman Returns. Then I went back and watched the first two movies only to realize…there really isn't a kiss in those movies either! That whole scene at the Fortress when they are in bed…NO KISS! BAH! Whose idea was that anyway? I want some kissing! I guess I've been too spoiled with "Lois and Clark" and with "Smallville" to have noticed that Superman has traditionally been a gentleman.

Lastly, a big thanks go to TheRealMaraJade, Hellish Red Devil, and htbthomas for looking this over for me. If you have never beta read smut, you can't appreciate how very difficult it is to find typos when Superman is half naked and kissing Lois. So, lots of thanks to them for being able to keep their minds on the typos and not get too distracted by rippling pectorals.

What Dreams Are Made Of

"Don't go," Lois pleaded, holding onto one of his hands tightly in the fear that any moment he would disappear. "Please."

"Lois—" he hesitated.

"I just don't want to be alone tonight," she confessed. "I can't. Not after everything that's happened."

His eyes looked down at her with such compassion. She could tell how torn he was between the choice to stay and the choice to leave. There was a right and a wrong thing to do given the circumstances, and tonight what was right was that she needed him with her. Next to her. Holding her.

"Please," she muttered again, leaning forward and inviting him to join her on the bed.

He pursed his lips and closed his eyes, sighing deeply, almost regretfully. And then he was gone.

She collapsed onto the bed, pulling the pillow to her face and fighting the urge to sob into it. Her heart couldn't take much more of this. It was too painful. What she wanted and what was right were two very different things. But what she needed couldn't be ignored either. Why did this have to be so hard?

"Are you okay?" his voice sounded next to her, startling her.

She gasped and sat up on the bed, gaping at him in bewilderment. He had come back. Only he wasn't…dressed…normally. He was fully clothed, but it wasn't his usual outfit. She didn't know which was more shocking – the fact that he had come back or the fact that he wasn't wearing his costume.

"I thought you'd gone," she said.

"You asked me to stay. I thought…this would be…more comfortable." He was so dreamy when he stammered, which wasn't often.


"They are the appropriate type of clothing for bed." He was dreamy when he didn't stammer.

"I know," she blushed. "I just wasn't expecting to see you…wearing that."

He sat down on the bed, smiling that lopsided smile that sent her heart whirling. "I do have other clothes, Lois. The suit does come off."

She blushed even more at the implication of his words. "I know." She of all people knew the suit could come off, even if she didn't remember. Jason was proof of that.

Trying to ignore the sudden case of butterflies in her stomach, she lay back down on the bed and pulled back the covers for him to join her. He crawled under the sheet, his leg briefly brushing against hers, and lowered his head to the pillow. They both were on their sides, facing one another, unsure of just what to do next.

"Thank you for staying," she said.

"Anything for you, Lois."

Her fingers were itching to touch him. He wasn't in that skintight suit, which meant she wouldn't have any trouble finding bare skin. Those buttons on his pajama top could so easily be undone. And the elastic waistband on his pants was nothing but a joke. She wanted to melt into him and give herself over to the carnal desires building within her body, but she knew it wouldn't be right. She knew she wouldn't be able to look at herself in the mirror come morning.

To hell with the mirror.

Lois was sharply aware of the fact that she was only wearing a thin nightgown and a pair of panties. As easy as it would be to strip him of his clothing, it would be that much easier to get rid of her own. She would gladly do it. If he would only ask.

She would make him ask.

Slowly, she scooted forward, keeping her focus on his dazzling eyes to judge his reaction to her movement. To her relief, he smiled and opened his arms to her, pulling her against his chest and holding her loosely. His hands were on her back, firm and secure. She tucked her head under his chin and inhaled the heady, masculine fragrance of his skin. So good. So tempting.

They stayed like that for a few moments, with her cradled in his arms, until she felt the usual tingling sensation of her arm falling asleep. She shifted, trying to dislodge the offending arm and give it some circulation. Observant as always, he rolled onto his back giving her arm the freedom it needed.

"Here. Like this," he said, pulling her down so that her head rested on his shoulder. Her right arm draped up and over his left arm so that she could play with the fringe of hair at the nape of his neck. Her left arm rested lightly on his chest, her hand placed directly over those silly buttons. His left arm held her against him while his right hand was free to trace a sensual line up and down her left side, sending ripples of delight right through her entire body. It was a perfect fit – as if they were made to lie like this. As if they had lain like this many times.

Perhaps they had. She knew they had. It was no coincidence that he had pulled her into this position.

His hand brushed over her back, up her side, and stopped dangerously close to her breast before retracing a path down to the small of her back. His touch was glorious, and she ached for more. She shivered as her skin broke out into goose pimples, even though she could feel the heat radiating from his body.

"You're driving me crazy, do you know that?" she admitted.

"I'm sorry. Do you want me to go?"

"No!" she gasped. "I just…"

A wave of loss washed over her as, once again, she considered the many things she should know about him and simply had no memory of. She pressed closer to his side, burying her face into his shoulder, and whimpered in frustration.


"It's not fair," she mumbled into his shirt. "You know exactly how to touch me…how to hold me. You remember it all. And I…"

"Shhhh," he soothed, brushing her hair away from the side of her face. "It's all right, Lois."

"No, it's not all right. I should know you. I should remember you."

"You do know me."

"But not like this. At least, I can't remember. Do you have any idea what that does to a woman? To know that you've been with a man you love desperately…and that you created a child with him…and you have no memory of it ever happening?"

"What do you want to know?" his voice rumbled next to her ear.

Everything! She wanted every precious detail spilled out to her as descriptively as possible, and yet she knew that would be crossing the line. He had taken her memory of the event for a reason. She didn't understand why, but there had to have been a good reason. He wouldn't purposefully hurt her, of that she was certain. So instead of begging for all the details, she opted to start with some simple basics.

"You held me like this?" she asked against his shoulder, her fingers drawing tiny circles around the buttons of his shirt.


"Did we…sleep like this?"

"Yes," he confirmed, and then added, "when we slept."

Lois' head began to spin at the provocative suggestion, and she immediately wanted more information. "You make it sound as if we didn't sleep very much."

"We slept, but we were…awake…too."

She closed her eyes and willed her brain to remember those moments of being…awake…with him next to her. She wanted to fill that black void in her mind with thoughts and images of him – of them – together. If only she could remember.

"Did you kiss me?" she asked shyly.

"Of course."

He said it so matter-of-factly that it upset her. "I wish…I could remember." She had no memory of him ever kissing her. They had come close on several occasions, and she had kissed him when he was asleep in the hospital. But there was no memory of a full-out kiss where he responded and kissed her back.

"How long were we…alone?" she managed to ask.

"Two days," he replied. "One night." His voice was soft and almost reverent.

As gentle as his voice was, the very words made her cringe.

He must have sensed her displeasure, for he asked, "What's wrong?"

She shook her head. "I was hoping for…more."


"More time. That we'd had more time together. Jason…" she faltered. "He's so special. I hate the idea of him being the product of a one-night stand."

"He's not," he insisted. "To me, a one-night stand happens between two people who meet up in some dirty bar where their minds are clouded by alcohol and smoke. They come together because they seek nothing from each other but pure sexual gratification. Then in the morning, they part with no intention of seeing each other ever again. What we had…" He paused, taking a moment to pull her closer to him. "It wasn't like that, Lois."

She took a chance and rose up slightly to look at his face. "What was it like?"

He smiled down at her. "It was…beautiful. It was more than anything I could have dreamed." The tenderness and respect in his voice melted her heart.

"And it was just the one time?"

Something twinkled in his eyes. "We made love twice that night…and then once in the morning."

His open reply surprised her, but also comforted her, nor had it escaped her notice that he had said made love and not had sex. Making love was infinitely more satisfying than having sex. "So it was…good?"

A wide grin broke out across his face. "It was perfect."

"But was it… 'pure sexual gratification'?" she quoted him.

He blushed, and it was the most delightful thing Lois had ever seen. "It was."

"Good," she sighed, shifting even closer to him and resting her head back down on his shoulder.

A chuckle rumbled though his body. "Did you think that it wasn't…good?"

"I didn't know what to think," she answered honestly. "You took my memory of it for a reason. A part of me wondered if it had been such a disaster that you didn't want me to remember it."

It was a long moment before he responded. "That wasn't why I took your memory of it, Lois. That had nothing to do with it. If I could, I would give the memory of that night back to you in a heartbeat."

That was the only invitation Lois needed to hear. Her hand pressed against his solid body, slipping down to the hem of the shirt he was wearing until she could reach underneath.

"Lois?" he gasped at her touch.

"Please," she said, sliding her hand under his shirt to feel the bare skin underneath. "I just want to touch you."


"Please?" Her fingers brushed over his abdomen. "I need to touch you."

She felt his body tense up, but he didn't stop her tactile exploration. His skin was so soft – so smooth. The ridges of his abs were firm and tight and oh-so-tempting. Her hand inched upwards to brush over the light dusting of hair in the center of his chest. She ran her fingers through it, wondering if it was the same dark brown color of his hair. Drifting to the side, her fingers circled over a nipple, drawing out another gasp from his throat.

It wasn't enough. She wanted more – needed more. She needed to feel his skin against hers, see the contours of his shape, witness with her own eyes the perfection of his body. She pulled her hand out from under the shirt and went to work on the buttons lining the center of his chest.

"Lois? What…?"

"I need to feel you," she begged. "I need to feel your skin against mine."

The last button came undone and she pushed the shirt open, revealing the beauty she had only dreamed of. He was perfect, in every way. The details of his muscles under his skin were god-like. She knew he was muscular, for his suit left little to the imagination. Yet even though she had an active imagine where he was concerned, she'd never been able to conjure up the naked image of this idyllic body. Her fantasies simply didn't do him justice. He was…supreme.

She flattened her palm against his abdomen, spreading her fingers wide and glorifying in the warmth of his skin. That heat was a force she craved. She rested her face against his bare chest, drowning in his sweet, masculine scent. She couldn't resist pressing her mouth against his skin, kissing him and drinking in his delicious flavor.

Her hand roamed all over his exposed body while she kissed and sucked at the places her hand wasn't touching. Feeling daring and brave, knowing she probably would never have this opportunity again, she let her hand drift downward to the waistband of his pants. With one finger, she drew a line along the band, just dipping under the elastic to touch the skin underneath.

"Lois…please," he murmured.

She kissed the center of his chest. "Please what?"

"I'm trying to be a gentleman here," he groaned, "but you are making it very…"

She met his eyes. "Hard?"

"Difficult," he corrected.

Lois rose up to lean over him more fully, draping her leg over his in the process and fitting herself against him more intimately. "No, I think I'm making it very hard."

His eyes were so blue, she could get lost in them. They bore into her with such desire and passion she felt she might explode from the intensity. She'd never seen him look at her that way – at least, not that she could remember.

His hands were on her hips now, gripping her more tightly and holding her securely against him. His face was so close…his mouth nearly touching hers. She could feel his breath mixing with her own. Short, shallow breaths that told her he wanted her just as much as she wanted him.

She shifted her hips, taking pleasure in the exhilarating feeling of his desire pressing against her. He moaned and his eyes fluttered closed, but he didn't ask her to stop. In fact, to Lois' surprise, he placed a hand on her thigh and pulled her leg up to fit her that much more perfectly against him. She inhaled sharply at the intimate contact and ground her hips into his.

"We shouldn't do this," he muttered against her mouth.

"Yes, we should," she countered. "I want this. I need this."

His hand stroked the bare skin of her thigh, sending a ripple of pleasure through her. "I don't want to hurt you."

"Then be gentle."

Their lips brushed tenderly, barely touching in a feather-light kiss. "Lois," he whispered making her name sound like a prayer on his lips.

"Help me remember," she breathed against his mouth. "I need to remember."

She kissed him softly, waiting for him to respond, begging him for more. Hesitantly, she traced the edge of his bottom lip with her tongue. He sighed into her mouth and pulled her firmly to him, kissing her fully and without restraint now. She locked her hands behind his neck as their mouths melded together. His kiss was powerful, urgent, and demanding. Whatever he wanted, she would freely give him.

Swiftly, he rolled over her, pinning her beneath his weight. She wasted no time in wrapping her legs around his waist, welcoming him to her. There was no hesitation as he fit his body against hers. Pleasure lanced through her, warming her and making her pulse race.

His kisses were insistent and joyous. He kissed her face, her neck, her shoulder, her lips. He kissed every bit of skin he could touch, from below her ears to the small hollow of her throat. And when he had come to the end of his journey, he tugged the flimsy nightdress up and over her head exposing more skin for him to worship.

For a moment, Lois worried that her body wouldn't be what he expected. She had a good figure, but she was no where near as fit as he was. She knew that he had seen her before, but having Jason had changed her body and she couldn't help but doubt her appeal. That doubt only lasted a brief and fleeting instant, for his voice pierced right through her when he said, "You have no idea how beautiful you are."

His eyes lured her in with the way they roamed over her curves. Soon, there was nothing between them as he crushed his body against hers, delighting her with the sharp sensation of her bare breasts rubbing against his chest. Their mouths fused together in a heated kiss that left her light headed and breathless.

Lois was unable to think, unable to breathe, unable to do anything but lay under him and let him caress her, kiss her with dedicated promise. His lips found the valley between her breasts and soon worked their way to her pert nipples, teasing and taunting her until she thought she would go mad.

Oh, he'd definitely done this before! He knew exactly what drove her wild!

She tugged his shirt off of him and racked her nails down his back, eliciting a groan of pleasure from him. "Show me," she panted out. "Show me how to touch you."

"Trust me," he said, kissing her deeply. "You're doing just fine."

His mouth traveled down her neck to her breasts again. "So beautiful," he mumbled as he swirled his tongue around a peak, igniting a fire deep within her body. He continued down to plant intoxicating kisses on her stomach, below her belly button, his hand kneading the soft flesh of her thighs. She arched her back, wanting him to touch her and give her some kind of release.

"What do you want, Lois?" His breath was hot against her stomach.

"More," was all she could say.

His fingers traced the line of her panties. "How much more?"


He rose up to kiss her mouth again, entwining their bodies together. The intimate friction generating between them sent a shock wave through her as she arched into him repeatedly, matching his rhythm in perfection. They rocked together, lustful and aching for more.

"Please," she moaned. Her head was swimming with desire.

He kissed her like he'd never kissed her before, clasping her to him and grinding his body against hers. "I love you, Lois," he said.

A tiny moan floated up from her upon hearing the words she had longed to hear. "I love you, Clark," she said. "I've always loved you. Please!" she begged. "Clark!"

The world stopped.


Her eyes flew open and she sat straight up in the bed, panting and desperate to make sense of things. Her eyes blinked repeatedly as she came out of her daze. The room was dark…and she was in her old, baggy pajamas. Beside her on the bed, Richard shifted in his sleep.

Richard. Not Superman.


It didn't make any sense. It had seemed so real. He had seemed so real. She'd never before had a dream that intense, and she had dreamed of him so many times. She could still feel his fingers burning against her skin – his mouth molding against hers. His kiss.

His kiss.

A flood of memories washed over her in an instant, sending her reeling. She closed her eyes and fought against the images swimming through her mind. Clark…Niagara Falls…a fire… and Superman. An ice palace…crystals…and Superman.

Superman…and Clark. They were the same. One and the same. And she loved him. She remembered. The chamber. Zod. The battle. His kiss.

His kiss.

She remembered everything.

Sudden emotion rocked her body and she covered her mouth to prevent the sob from escaping. Why? Why did this happen? How could she have ever forgotten?

"Lois?" Richard's voice said sleepily. "You okay."

She bit the inside of her lip. "I'm fine."

Tossing the covers back, she climbed out of the bed and darted to the bathroom, locking the door behind her. She turned on the faucet and splashed cold water on her face in a desperate attempt to ease the discomfort of her mind.

"Lois, honey? Are you all right?" Richard called from the bedroom.

No, she wasn't all right. Clark was Superman…and she had loved him. She still loved him. She would always love him. He was Jason's father. Clark. Clark Kent. A man that until today she hadn't thought twice about. And all this time, the man she loved had been right in front of her face.


She looked at her reflection in the mirror. How would she ever live through this? How would she explain this to Richard? Richard – who would probably break down the door if she didn't come out soon.

She opened the door to find him standing in front of her. "You okay?"

"I'm fine," she lied.

Wordlessly, as if she were on autopilot, she walked to the bed and lay back down, wrapping herself up in the covers and wishing to just forget the whole thing. But she couldn't forget. She didn't want to. She had what she wanted, now. She remembered. A part of her understood why he had done this to her, for she wasn't certain what to do now that she knew. There was only one thing she was certain of - she loved him regardless of the past. And even as Richard joined her in the bed and wrapped his arms around her, she was wishing for the arms of another man. Another man's voice. Another man's warmth.

And now she knew that man's name was Clark.