A/N: Spoilers from end scene of Booster and then afterwards. Just a bit of fluff. Enjoy and please read and review!

This story is purely for entertainment purposes only. No copyright infringement intended.

He stood watching her for a moment. She was so beautiful, and even wearing his glasses she took his breath away. He knew she kept urging him to head in the right direction. Starting to wear his "Mask" so to speak. It had been his idea but he had been dragging his heels. And she deserved to know why.

"After seeing all the trouble that Booster went through hiding his insecurities, I think I can make the glasses work But…"

"But what Smallville? You owned it today! You went from sleek to geek in under 24 hours. What could be wrong with that?" She looked at him expectantly, with a small smile on her lips. Once she knew what was going through his head she would realize that the strongest man in Metropolis was also the most insecure.

"I saw the way Kat looked at me." He walked across the room and took a seat next to her on the couch. "I also heard what she said." It had bothered him what Kat had said. When only months earlier it had been hard to get her to stop perching on the corner of his desk, especially when Lois was around.

"Yeah…. that's perfect!"

"It's not perfect. Lois, it doesn't matter what other people say about me." He took his glasses off of her and tucked a loose strand of hair behind her ear. Looking at her sadly, he said, "This is about you."

"Me?"

"You see, I can fly under the radar. I can live down expectations of Clark Kent, as long as the Blur is out there saving people. But…"

"But what?"

He looked down, unable to meet her eyes for a moment, "What are people going to think about you. Strong and extremely sexy Lois Lane wants to marry…." He put the glasses on and looked her in the eyes. She could see the hesitation in his eyes when he said, "this new Clark Kent. How could they ever understand that you'd be interested in this?" He ripped open his shirt, buttons popping off. He started to pull at his tie when she stopped him. He didn't tell her his biggest fear. That she would look at him differently when he was acting the part of the clumsy oaf. Or unable to share that she was with the most powerful man in the world, would she begin to resent him for her having to keep his secret now as well?

"Whoa, Whoa Whoa! Stop right there!" Hand flat against his chest she gave him a look that was unreadable and then he could see desire in her eyes. "Trust me Smallville." She took his glasses off gently and laid them on the table. "We can make this work."

She touched his shirt and then cupped his face, making him look at her "Oh boy

can we…." Then she reached towards him in a kiss, tilting him backwards on the couch.

When she finally had to stop to get some much needed air she laid her head on his chest and ran a hand soothingly along his arm.

"Clark, you know me better than that. Like I've ever cared what anyone thinks

about me! I wear heels to work one day and the next day I'm in jean cutoffs curled up on the couch with a plaid shirt watching a monster truck rally! Besides, I fell in love with you before I knew everything there was to know about you because of your heart Clark." She sat up and looked him in the eye.

"No matter how clumsy you get or how adorable you are with those new glasses of yours, you can't hide what's in here. Got it soldier?" With a poke to the chest. He couldn't help but smile at her fierceness. Being protective of him, against his own worst enemy. Himself.

"And anyone not willing to look past the clumsiness to see what's inside of you, they don't deserve to know the real you. Plus I told you, I think you look cute in glasses. A slight bump in your geek factor. What I didn't tell you, is that if other girls feel like Cat, that's less work I have to do, batting away these woman from you. Which means I get you all to myself…and that Smallville is a pretty big turn on."

With that she leaned forwarded with a kiss to wipe the big grin off his face that had appeared.

The End!