Rated: PG for one bad word (eep!) and use of romantic language. :) This may be the tamest fanfic I've ever written.

Disclaimer: (to the tune of 'I won't grow up) I don't own Lex, I don't own Lex, I don't own Lana Lang, I don't own Lana Lang… or NELL!!! The end. Isn't it pretty? I don't own Clark either, though boy do I wish! *sigh* Anyway, I don't like Lex anything like as much as I like Clark, but it's fun to mess with his head, isn't it? I'll have to do it again sometime. I wonder how many years of therapy I'm setting him up for.

Lex watched the same thing happen all over again.

He watched Clark Kent go up to Lana Lang and make a fool of himself.

He watched Lana Lang trying politely not to laugh.

He watched Whitney and his friends, who didn't care about being polite.

Enough was enough, he decided. Somehow, his friend Clark was going to have to get this girl sooner or later because it was driving Lex crazy to watch him suffer. He had intervened once before, and it was quite obviously time to intervene again.

He caught up with Lana outside the schoolyard, about a mile from her house.

"Well, if it isn't Lana Lang," he said.

She turned around, surprised. "Lex? How come you aren't driving your fancy car?"

He grinned. "I thought it was time for some exercise."

"Ah," she said. "Well, my house is nearby. I'm sure Aunt Nell will drive you the rest of the way, if you want."

"No, I think I'll walk," Lex said. "I'm in the mood for some fresh air." They walked in silence for a moment. "Lana," he said. She looked at him inquiringly. "I think you ought to give Clark another chance."

Lana stopped walking, exasperated. "Lex…" She shook her head. "You're starting to repeat yourself. I'm sorry, but… I'm in love with Whitney."

Lex didn't miss her hesitation. "Are you?" he asked. "Are you sure?"

She frowned, irritated now. "Lex, nothing you can say will make me…" she searched for the words, "fall in love with Clark, okay? You can't change a person's heart."

He shrugged. "Maybe you can't. But maybe you can open someone's eyes to what's already there." He looked at her just long enough for her to gather his meaning. "I just think you should open your mind a little, if not your heart. It wouldn't hurt to look at him in a different way for a while."

Lana started walking again. "I've known him forever. And he's handsome, for sure, but… I don't know. It's just not there." She stopped walking again, and turned back to face him. "There's no chemistry."

Feeling very ironic, he said, "I think there's plenty of chemistry. You just won't let yourself see it."

She took a step closer to him. "Stop that," she said, exasperated.

"Stop what?" he asked.

"Stop acting as if you have all the answers and everyone else is just moments away from seeing your point of view. Other people have different opinions, okay? Not everyone else in the world is wrong all the time." She cocked her head rebelliously.

Lex whistled and grinned broadly. "I think that's the closest I've ever seen you get to showing your temper! Nice show!" He started to clap.

Infuriated, Lana walked up and clouted him on the shoulder.

"Ow," he said, still grinning. She rolled her eyes and spun around, starting to walk away.

"Wait," he said, smile falling away. "I'm sorry. Lana…"

She spun around again. He stopped short, inches from hitting her. "It's like you forgot you're a guy," she said.

He blinked. "What?"

She shook her head impatiently. "You'd think that a guy like you, who's… used more women than most thirty-year-olds, would be able to tell when one wants him."

Lex felt profoundly stupid. "What?"

She took half a step closer. Her face was an inch from his. He felt a crazy urge to step back, to run away, but he couldn't move. "You've been selling Clark so hard that you didn't think about the possibility that I could want someone else. You always have to be right," she said, smiling fondly.

"Uh, Lana," he said, a little frightened, "what the hell's going on?"

"Figure it out," she whispered, and leaned in to kiss him.

Less than a millimeter from his lips, a laugh exploded out of her mouth. She stepped back and put a hand over her mouth, shaking with laughter. Again Lex had that feeling of extreme stupidity, although this time it was overlaid with shock. Lana was almost doubled over. "Uh…" he said.

Lana took her hand away from her mouth. "You should have seen your look…!" she choked, wiping tears from her eyes. "Oh… that was priceless. You see?" she continued, tremors running through her shoulders until her laughter subsided. "It doesn't change like that. You can't make me love Clark. He's my friend," she said, "and so are you. That's as far as it goes. Understand?" Without waiting for his answer, she nodded, turned and walked away.

Lex was glad that she hadn't expected a reply, because he didn't think he could have said anything if he'd wanted to. His throat didn't seem to be working, though his heart was racing at twice its normal pace. He was slightly shocked by his reaction. Why had this upset him so much? Because she tried to kiss him? Or because she didn't complete the gesture? Disturbed, he forced his legs to move and trailed Lana all the way to her house before asking Nell for a ride home.