Author's note/disclaimer: They're not mine and they're not gay. But the thought of them sharing sheets is just irresistible. Little bit of Clark/Lois here as well as Bruce/Diana.

Not Quite Counting Sheep

Chapter One: Not what it looks like

Perry White had a couch in his office at the Daily Planet.

Occasionally Clark would come to work an hour early and catch the old newspaper man sleeping there, and for some reason the sight of his hard-working boss oblivious to the world always made him smile.

Superman rarely slept on the Watchtower, but when he did, he always thought of Perry on his couch, shoes still on, sleeping like a baby.

It was a home away from home. Sleep was something that Clark could handle, after all, in his apartment in Metropolis. But every once in a while, when Clark had trouble just being Clark, and couldn't sleep, Superman would spend the night on the tower. It was easier, from there, to let the roar of the earth subside into a background hum.

Tonight, Clark was tired. It had rained all week in Metropolis and Lois had been mean to him. Next week would be better, he was sure, but tonight all he wanted was to just get away from it all and have a good night's rest.

So that was why he was here, in blue pajamas in his watchtower dorm room, under the covers and trying to sleep.

Unfortunately, no matter how well he was able to tune out the cacophony of humanity, there were some voices that he could never completely ignore—and tonight, one of those voices was unnervingly close by.

In fact, it was right down the hall, and it was keeping Clark awake.

Batman slept on the Watchtower even less often than Superman. But of course, Batman barely slept at all, unless you counted his frequent endurance of villain-induced unconsciousness.

And everybody knew that Bruce and sleep had been enemies for decades, especially people with super-hearing, and people in whom Alfred confided—but there really wasn't anything anyone could do about it. On the odd occasion that Clark happened to be trying to sleep in Metropolis at the same time of day or night that Bruce was passed out from exhaustion in Gotham City, Clark usually got away with just putting his arm over his ear to block out the sound. But tonight, that wasn't working. Bruce was just too close; there was no way for Clark to not hear him.

For the most part, it was just unintelligible mutterings. But at irregular intervals his muffled voice would turn into a distressed whine, and words would slip out, sometimes whole sentences: apologies, pleas, panicked exclamations. In a strangled whisper that gave Clark goose bumps, he would beg the Joker not to do it.

"Darn it, Bruce, you had to pick tonight to come up here to catch your Zs," Clark muttered, and started considering his options. He didn't want to go back to his apartment. He'd been lonely all week, with Lois's harsh sarcasm and the overcast, low-ceilinged skies to deal with, constantly wearing him down. He thought about going home to Kansas, but dismissed the idea. His mother always knew when he was feeling a tad depressed, and would worry about him for weeks afterwards.

Clark put his pillow over his head, clamped it in place with his arm, but it didn't help. He could still hear Bruce mumbling and thrashing and suffering through the seventh circle of his dreams.

Nothing I can do about it, Clark told himself. It's just a natural reaction to the world he lives in. He's fine.

"Help," Bruce blurted out. "Please…nnggg…please…"

Clark rolled onto his back, looked up at the ceiling, laid still for a minute.

"…help me," Bruce repeated, his voice barely a whine in the back of his throat, the words escaping from his nightmare and clicking on Clark's heart.

That settled it. Clark threw the covers back, put his feet into his slippers.

A tentative knock. He cleared his throat.

"Bruce? It's me."

He waited a second, listening but not looking through the door. There was no indication that Bruce had heard him, so he knocked again, a little harder. Still no response.

Squinting a little, he peered into the room. Somehow, the darkness within seemed a violet, almost red sort of darkness, not a tranquil moony blue sort of darkness like in his own room. Bruce had covered his window to keep out the starlight; that was probably why.

"Wake up, Bruce," Clark said, a little louder. "I want to talk to you. Open the door." He knocked a third time, and that did the trick. Bruce jackknifed into a sitting position, gasped as if he'd been underwater, and then recognized his surroundings, realized what had jolted him awake, and glared at the door he somehow knew that Clark was looking through.

Duly chastised, Clark let the door return to full opacity in his vision. He could still hear Bruce's heartbeat, his controlled breathing. Heard it as he lay back down and rolled over, pulling the blankets up. "Come on, Bruce, I know you're awake now. Let me in."

A growl. "Go. Away."

Clark frowned, and turned his attention to the little key pad that opened the door. It was locked, of course, and electrically shielded. One careful punch and a short blast of heat vision later, the door slid back.

"I was trying to sleep," Clark said apologetically, stepping into the darkness and pulling a little of the cool white glow of the hallway in behind him. "But, I couldn't."

Bruce was just self-conscious enough to figure it out right away. "Go sleep in your Fortress," he muttered, hunched into his pillows and not looking at his visitor. "That should be far enough…"

Clark sighed, made his way to the nightstand, and turned on the little lamp there.

"What are you doing?" Bruce snarled at him, recoiling from the light.

"When I was little and had bad dreams, Ma always let me sleep with the light on," Clark confided.

"Clark, I'm forty years old," Bruce grumbled. "And I don't need help with this." He reached out and switched the lamp back off.

Clark stood there in the dark for a moment. "Well, that's funny," he said as gently as possible. "…because it was you calling for help that brought me over here."

He switched the light on again, just in time to see Bruce's shadow grow huge on the wall as Bruce leapt at him, fist already drawn back.

"What the-- Mmph." The first blow connected; he dodged the second and third. "Just talk to me," Clark demanded, stepping backwards, hands up in defense against the full-fledged attack. He honestly hadn't imagined it would turn into a fistfight. Obviously Bruce needed his help more than he'd thought.

"Uhg!" Bruce grunted, and swept Clark's feet, knocking him to the floor.

Clark had been backing towards the open door, and when he landed flat on his back, his head and shoulders were out in the hall.

Bruce came down on top of him, forcefully enough to kill a regular human, and established a cross-grip on the collar of Clark's pajamas, executing a vicious jujime choke.

That's when Clark noticed a pair of shiny blue boots out of the corner of his eye. He looked up, and Bruce followed his gaze, and suddenly they were both looking at the slack-jawed face of Booster Gold, who had been on his way down the hall in pursuit of a midnight snack and was now staring back at them in shock.

Clark attempted a smile. Bruce just glared.

Booster Gold swallowed nervously. "Um, ok… Definitely not asking," he said.

Gritting his teeth, Bruce got up and hauled Clark up by the collar, shoving him back into the room. Then he spun to Booster, who gulped.

"Not what it looks like," Bruce growled threateningly, before ducking back into his room and slamming the door.

As soon as the door was shut, Bruce leaned against it.

"Dizzy?" Clark asked, concerned.

"Just need sleep," Bruce rasped.

Clark crossed his arms over his chest. "Good thing Booster distracted you just now. Otherwise, I might've started to believe that you were trying to kill me."

Bruce staggered across the room, crawled onto the bed and laid down. "Can't kill you. Invulnerable—moron."

"I'm worried about you."

Bruce's eyes were closed. "Leave me alone, Clark," he muttered.

"No." Clark sat down on the other side of the bed, closest to the nightstand with the lamp on it. "You need to sleep, but I won't leave you alone. I'm staying. Right here. And I'm keeping this light on for you whether you want it or not." He waited a minute, braced for an argument, but none came. Then he heard it: Bruce's breathing.

He was fast asleep.

Eight hours later, Bruce woke up feeling wonderful. The lamp on the nightstand was still on. Clark was still there too. Sometime during the night, he'd fallen asleep and made his way under the covers, and was now peacefully asleep on his side, balanced on the very edge of the bed as if determined to take up as little space as possible. Considerate, even asleep.

Slowly, Bruce sat up. Stood up. Stretched. Pondered the events of the previous night. Was is possible that keeping the light on had helped him sleep so well? Seemed absolutely ridiculous. Clark's presence—well, yes, he had to admit that had helped. Bruce did sleep better when he wasn't alone. One of the reasons he'd come up to the Watchtower was actually because he didn't want Alfred to lose too much sleep over him this time.

He glanced at Clark again; realized that he was grateful for what his friend had done for him. He'd needed that sleep, and somehow, just by being there and turning on a stupid lamp, Clark had made it possible.

Of course, it could've just been the no-holds-barred fight, the abrupt exercise and surge of adrenaline just before he crashed, that finally pacified his troubled psyche and allowed his sleep to be nightmare-free. Something along the lines of taking out all his anger and aggression on Clark all at once, so there was nothing left to seep through and stain his dreams with violence and hatred. Yes, maybe that was it.

He'd have to thank Clark later.

Intending to let Clark sleep for as long as he wanted, Bruce ducked into the adjoining bathroom to take a shower.

Wonder Woman was making her way down the hall, en route to one of the training classrooms. She smiled as she remembered that she had seen the Batplane in the hangar last night, and it was still there this morning, without any takeoffs recorded, meaning Bruce had probably spent the night in his seldom-used dorm room, which, as she recalled, was just a few doors down…

As she looked for the door, she immediately noticed the ruined key pad beside it. Her eyes narrowed. Had Bruce's room been broken into? Was Bruce all right? She bit her lip, studying the door. She decided against kicking it down—Bruce might have been tied up and helpless on the other side of it!

These days, her imagination often ran to the possibility of Bruce being tied up and helpless.

But there was no time to dwell on that now—she had to get into that room, to make sure he was ok.

Delicately, she punched two holes through the metal door and pried it right out of the wall, setting it carefully off to the side in the hallway.

"Bruce?" she asked, stepping into the room. It looked like he was still asleep, his big body right on the edge of the mattress.

She knew he often had trouble sleeping, and decided against waking him. And she probably wouldn't even have noticed that the shower was on in the little bathroom, except for the fact that it turned off at that very moment.

Diana froze, and then assumed a fighting stance facing the bathroom door, ready for anything. She heard someone slide open the shower. Heard the towel bar rattle as someone pulled a towel off of it.

A rustle behind her and then-- "Diana?" a sleepy voice, a friendly voice. She whirled, a chill going down her spine as realized that the man in the bed wasn't Bruce.

Instead, sitting there with a good-morning smile and blue pajamas, was:

"Superman?" Confusion, then, and immediately, relief. She abandoned her stance, relaxing. "Oh! Thank Hera. I'm sorry—I thought this was—"

The bathroom door opened then, and Diana turned to look, and was momentarily stunned by the sight of Bruce, wet, towel wrapped around his waist. His hair was spikier than usual because it too was wet, and dripping down his neck.

"Bruce?" she asked, feeling inexplicably…excited.

Bruce's mouth fell open a little bit. Then, slowly, as if he was afraid to look, his eyes moved over to the bed.

Clark, mid-yawn, was stretching one of his arms behind his head.

Diana followed Bruce's eyes, looked at Clark, and looked back at Bruce in confusion. Then suddenly her eyes went wide. She looked back and forth between the two of them again, her face swiftly turning scarlet.

"It's not what it looks like," Bruce insisted, a bit urgently.

Diana barely seemed to hear him. "Hera, give me strength--"

"What's wrong?" Clark asked, concerned by the wavering of Diana's normally steady voice. But it was too late—Wonder Woman had already flown out of the room and down the hall, fighting back tears.

Suddenly, Clark got it. His face turned as red as hers had. "She doesn't think—"

"Of course that's what she thinks," Bruce snapped, his voice rough. "Now get out!"

Clark left, made his way back to his own room, feeling depressed. The entire Watchtower, it seemed, was abuzz with the rumor already, compliments of Booster Gold. Seems that 'not asking' hadn't correlated with 'not telling' in his case. Clark was disappointed. He'd thought that Booster was more responsible, more mature than that. But it was too late now.

Eventually, the hysteria would die down, Bruce would take Diana out to dinner and explain. It was a big mess, sure, but they'd faced worse. And at least they'd both gotten a good night's sleep. That was what was important.

He noticed a message on his cell phone when he got back to his room.


Hey Clark. Sorry I was nasty to you this week. You've really been there for me lately, and… we should talk. The weather's finally supposed to be nice tomorrow, and I just got a new bike, so I was thinking… maybe we could go biking? And lunch. At the waterfront—my treat. So… give me a call. See you later.

Clark smiled, turned on the television. There it was, on the weather channel:

Sunny skies in Metropolis.

He called her back.

to be continued!

A/N: Just couldn't leave this story with Clark feeling sad. I love him too much.

Question: Can the Batplane fly up to the Watchtower? I feel like I saw it in one of the Watchtower's hangars in one episode but I might be imagining it.