AN: This is my entry for the picture prompt V-day fest going on over at the Clois 12days LJ site. It's set in the same AU as my Jason fics and follows the events of the fic "After All" that you can find here at This fic is a two parter, with the second part forcing me to change the rating. If you would like to be notified of the update, add me to your alert list.

Part of the inspiration for this fic came from the fact that I am so completely sick of Lana Lang on Smallville. Even though this is a Superman Returns based fic, I couldn't resist going after Lana. The Lana described here is the same Lana in the movies, but my hatred of her comes from the Smallville TV show.

Many thanks to Hellish Red Devil, htbthomas, and silly bella for looking this over and helping me fix the mistakes. You all rock.

PART ONE

Watching Lois has always been something of a pastime of mine. I've watched her from a distance for the majority of my life. On those rare occasions when she would accidentally catch me at it, I would avert my eyes and pretend I hadn't been watching her, as if I were doing something I shouldn't. And then there were the few times when I'd actually caught her looking at me. My whole body would instantly warm at the idea that she was even thinking of me, regardless of the feelings behind those thoughts. But then, just thinking of her garnered the same reaction within my body. A man in love couldn't help but feel that for the woman who set his world ablaze.

Yet today was different. Today I watched her without guilt or shame. From the doorway of the bedroom, I silently observed her as she peacefully lay on the bed and let my eyes take their fill of her. I watched her for a long while, drinking in every nuance of her body, every delicate curve of her shape, and was immensely grateful for the fact that I was now allowed to watch her like this. More than allowed – it was expected.

The bed was a rumpled disarray of sheets and pillows, but she didn't seem to care. It didn't even matter to her that she was lying sideways in the bed with her head at the edge. I didn't care either, for I knew exactly how the bed had become so messy and I wasn't in any rush to tidy it up. It had been too much fun messing it up.

Taking a deep breath, she arched her back and reached her arms out in a languid, full body stretch that was followed by a yawn and a contented sigh. Her eyes remained closed, a look of complete, blissful satisfaction on her beautiful face. The thin, white camisole that she wore left little to the imagination. My eyes lingered hungrily on the soft swell of her breasts and I found that I could no longer refrain from touching her.

Quietly I moved into the room and slowly knelt down beside the bed. As gently as I could, I dropped a kiss on her cheek. She hummed and smiled, keeping her eyes closed, and reached up to brush her hand against my face.

"I wondered where you were. Was someone in trouble?"

Now wasn't the time to talk of trouble, so I answered her another way. "I was just enjoying the view."

She hummed again. "It's so beautiful, isn't it? The ocean is so blue here."

I chuckled. "You're right that it is beautiful, but that wasn't the view I was talking about."

Her eyes fluttered open to look up at me. "You voyeur."

"It's your own fault," I accused. "You had to go and look so gorgeous that I couldn't stop myself."

She pulled my face down beside hers and let her fingers play with the hair at the nape of my neck. I took the opportunity to kiss her shoulder and run my hands down her sides, coming to a stop on the flat plane of her stomach. I traced the line of her panties, delighting in the warmth of her skin and the intimacy of the moment. She turned her face ever so slightly and brushed a kiss against my cheek. It felt so right, so natural to be with her like this. I would always regret the time wasted over the many years it took us to get here, especially now that I knew how easy it could be.

"You know, tomorrow is Valentine's Day," she said slowly.

"Yes it is." I continued tracing little circles on her stomach absentmindedly.

"I was wondering, what are your plans for us?"

"Was I supposed to plan something?"

She eyed me with a frown. "You don't have anything spectacular planned for tomorrow?"

"I thought you didn't like all that mushy stuff?"

She shrugged. "I don't normally, but considering you've been in full-out mushy mode since Christmas, I figured I'd have to put up with loads of red lace, pink champagne, and chocolate hearts."

"You forgot the sappy romantic card," I added with a kiss to her neck. "I figured anything I planned for tomorrow would pale in comparison to a winter wedding and a honeymoon in Belize."

She cocked an eyebrow at me. "If you think that just because you brought me to this tropical paradise that you are off the hook for Valentine's Day, you are sorely mistaken."

I chuckled. "I knew you were a romantic at heart."

"Only on my honeymoon," she allowed.

"Well, you know, it's been a very long time since I've had a Valentine to dote on, so I'm a little out of practice."

"You seemed to know what you were doing last night." She turned to kiss me, her mouth caressing mine lovingly. "And this morning."

"Can you blame a man for wanting to take full advantage of having his wife all to himself with no distractions?"

She smiled brightly. "I like the sound of that."

"Which part? The no distractions part or the taking full advantage part?"

"The wife part."

I couldn't help but smile back at her like a giddy schoolboy. "That's my favorite part."

"Mine, too… which surprises me."

"Why?"

"Because I love hearing it. I love the idea of being referred to as your wife. I thought it would be hard to get used to considering how much I freaked out about it the first time around."

I winced slightly and she noticed.

"Sorry. I shouldn't have brought it up."

"No, it's okay. So long as you swear you feel good about it now."

Her eyes fluttered closed. "It feels so much better than good. It feels… divine."

"I couldn't agree more."

She rolled onto her side and began lightly kissing my face and neck. I returned her favor, willingly following her lead as she moved to kneel on the bed, bringing me up with her so that we could kiss each other properly - fully. I wrapped my arms around her small frame and held her against my chest, enjoying the way her body molded so perfectly to mine.

She pulled on the hem of my t-shirt, slipping her small hands underneath the fabric to slide along the skin of my back. I couldn't help but shiver and moan and press closer to her, eager for what I was sure her ministrations were promising me.

"You look so good in this shirt," she mumbled into my mouth.

My only reply was to kiss her more deeply.

"But you look even better out of it."

I pulled away long enough to give her a look that indicated I knew exactly what she was suggesting and that I fully intended to give her what she wanted before I pulled my shirt up and over my head. Her hands were on my chest instantly.

"So good," she moaned before planting a string of kisses down my front. "It's no fair that your body hasn't changed in twenty years."

"Stop that," I scolded. "You know you're gorgeous."

We'd only talked about this once before, and even then she hadn't believed me when I told her that my body had changed and that I was getting older every day. Maybe not as rapidly as a human, but I was aging just like anyone else. She was biased where I was concerned… which is what she had said about me when I told her that she was more beautiful today than she was the day I met her. We were both biased and we knew it.

Her tongue traced a circle around my navel and, as usual whenever she was like this, my mind went fuzzy and I was helpless to resist her. As if I wanted to resist her! The feel of her breath and lips on my bare skin was enough to drive me wild with desire. She pressed her palms against my shoulders, physically commanding me to lie back on the bed. I pulled her down with me, kissing her slowly and with meaning as the passion between us steadily grew. Her body draped over mine, covering and warming me with its heat. I took great pleasure in stroking her side down to her hip where I stopped with my hand on the curve of her bottom. I held her in place against me, shifting slightly so that she could feel the full force of the effect she had over me.

"I love you," she whispered against the skin of my neck.

I groaned and shifted against her again, closing my eyes and savoring the sensation of having her on top of me.

"I love that I'm the only woman who's ever seen you like this," she said, teasing my mouth with brief, sensual kisses.

I mumbled an incoherent, "Uh huh," in agreement.

"That I'm the only woman who's ever made love to you." Her tongue traced over my bottom lip.

I sighed and again shifted beneath her weight, my hands now working their way under her camisole towards the glorious curves that had tempted me earlier.

She slipped her tongue into my mouth, deepening her kiss. "That I'm the only one who knows what it's like to kiss you."

My eyes snapped open.

"That I'm your first Valentine," she added.

I don't know why I said it, but I couldn't stop myself from correcting her. "Um… you're not my first."

She stopped mid-kiss to look down at me. "What?"

"You're not… my first."

"That's not what you told me before. You said I was the only woman you've ever made love to," she accused.

"Yes, and that's true," I smiled. "It's the other part that's not true."

She frowned at me. "Which part? That I'm not your first Valentine? Or that I'm not the only woman who's ever kissed you?"

My brain registered her agitation, but I knew from past experience that Lois didn't like it when I wasn't totally honest with her. I had to tell her, even though I knew it would cost me. "Both."

She sat straight up and glared at me. "What? When? Who's kissed you?"

"Well…" I could remember with perfect clarity my first real kiss, but I doubted that Lois would take well to me jumping right in with that story, so I took a different route. "Miss Tessmacher."

She made a face. "Who?"

"Miss Tessmacher," I repeated slowly.

Realization dawned on her. "Are you kidding me? You kissed Lex Luthor's female sidekick?"

"Technically, she kissed me," I pointed out.

"Your first kiss was with a female villain?" She slumped back against the headboard of the bed. "Why would you let her do that?"

I sat up. "I didn't have much choice really. She pulled me out of the water and then removed the chain of kryptonite from around my neck. It wasn't like I was in much of a position to stop her." I should have just left it at that, but I didn't. "And that wasn't my first kiss."

"What?" she snapped.

Was it wrong of me to find Lois incredibly attractive like this? I knew better than to admit to her that I was turned on by her jealousy.

"Then who was your first kiss?" Lois pressed.

I hesitated, which only made Lois angrier.

"The other Valentine? She was your first kiss, wasn't she?" she deduced.

I opened my mouth to speak, but couldn't figure out exactly how to explain it.

"When you said that it's been a long time since you've had a Valentine, were you talking about… her?" she asked.

"Yes," I answered slowly.

"So, when was this?" she asked rather harshly.

"High school."

"High school? As in… your high school sweetheart?" There was real anger in her eyes now.

I wet my lips and carefully said, "I'm not sure what exactly I can say right now that won't get me into trouble."

"Who was she? What was her name?"

"Lana," I mumbled under my breath, feeling like a child being scolded for doing something they didn't know was wrong.

"Just Lana? Was she too good for a last name? Like Madonna or Cher?" she asked scornfully.

"Lang. Lana Lang."

Lois laughed. "Are you kidding me? You went from Lana Lang to Lois Lane?"

"What do you mean?"

"You don't see the similarity?"

I was confused. "Similarity… in your names?"

"Yes! Lois Lane – Lana Lang. Did my name remind you of her? Is that why you became interested in me?"

"No! In fact, Lana was nothing like you at all, Lois." I said, totally appalled that she would even think such a thing, but she didn't pay any attention to my words.

"What did she look like?"

"Um…"

"Hair color – what color was her hair? Was she a blond?" Lois asked intently.

"Her hair was red," I answered hesitantly.

"Red!" she gasped. "Of course. Red as in dark orange or red as in auburn?"

"Auburn."

She gasped again. Apparently I should have stuck with just red. "And I bet it was long. Past her shoulders."

"Middle of her back," I added.

"Middle of her back!" Lois repeated. "Lana Lang with her thick, luxurious, long auburn-colored hair. I bet it reminded you of autumn."

I stared at her incredulously. "What are you talking about?"

"Brown eyes?" she asked, focusing on me for a second. "Or green? They were green, weren't they?"

"Yes," I hissed softly.

"Oh, God," she moaned. "Your high school sweetheart – the first woman to kiss you and have you for her Valentine - was some picture-perfect redhead with sparkling, emerald eyes."

"I just said she had red hair and green eyes. You're the one adding all the adjectives." Typical writer.

Her head fell back almost dramatically and she looked up to the ceiling. "This is awful. This is awful," she repeated.

"Why?" I really didn't understand what all the fuss was about. Lois was so beautiful. It was silly to think that she really was that jealous over something that had happened so long ago.

"The only way this could be worse was if she were a cheerleader," Lois said with an odd sort of laugh.

I closed my mouth and looked down at my hands. Lois was very quiet for a moment.

"Was she a cheerleader?" she asked, sounding as if she were in great pain.

I couldn't answer her, and so the silence spoke for me.

"Good Lord, Clark! You dated a cheerleader? A CHEERLEADER?"

"Lois—"

"A silly, giggling, brainless cheerleader?"

"Why do you assume she was stupid?"

"Because she was a cheerleader!"

"Well, she wasn't. Lana was… sweet."

Lois screeched and threw a pillow at my head. "How could you be with someone like that? I don't get it, Clark. How can you go from some cheesy, redheaded cheerleader to someone like me? I mean, that's just so totally opposite of me!"

"Exactly!" I knelt on the bed and placed my hands on her shoulders reassuringly, trying to calm her down. "I was seventeen and Lana was a crush." Lois squirmed and tried to break away from me, but I held her still. "She was just a crush, Lois. And when I did date her, it was awful."

Lois stopped fighting against me and her face softened. "It was?"

"Yes."

"Why?"

"Because she wasn't my type. I thought she was, but she wasn't. She was into all that… um… what did you call it? The red lace, pink champagne and chocolate hearts?"

"But that's just like you – the mushy type. She sounds absolutely perfect for you." The bitterness dripped from her voice.

"That was the problem. She wasn't a challenge. I needed someone… deeper than that. Someone who pushed my limits and made me take real notice of them. Someone who forced me to work harder and be a better person. Someone like you."

She blinked back at me, a small blush rising to her cheeks.

"What I had with Lana didn't even last a month," I explained. "And I wondered why things had gone so badly because, on the surface, it should have worked. But then I met you and I understood."

"What? You understood what?"

"Why things didn't work out with Lana."

"And why was that?"

I leaned towards her, fixing my gaze on those wide, dark eyes of hers. "Because the perfect woman for me wasn't from Smallville and didn't enjoy traditional Valentine's gifts. She was this beautiful, stubborn, strong-willed reporter from Metropolis who had the ability to make me go weak at the knees faster than kryptonite."

I gazed into her eyes, knowing she would believe me eventually but still wondering how long it would take her to realize the truth. Suddenly and without warning, she pushed me back onto the bed and devoured my face and neck and mouth with hot, passionate kisses. I knew right then that I had managed to convince her.