Summary: Years later, Lex remembers.

Disclaimer: I don't own any of the characters portrayed here, they remain the property of their respective owners/creators.

Rating: PG-13, for themes.

Time Frame: Approximately fifteen years after the first season of "Smallville." (general spoilers for the first season)

Archiving: Be my guest, but e-mail me ( to let me know. . .I like to know where stuff I write ends up and I might want to see what else you've got.


He still enjoyed standing on the platform, looking out over the city that he so nearly ruled, even with the occasional setback. LexCo occupied the tallest skyscraper in Metropolis, which had been erected on the site where Lionel Luthor's headquarters had once stood. Lex's first action upon his father's unexpected death ten years before had been to order the demolition of the nerve center of Lionel's empire, and the completion of the LexCo Tower had marked the final transformation of that empire into his son's image: the ten billion dollars over four years that its completion had cost was barely a hiccup in the balance sheets of the newly renamed company. He had planned its design himself, in every significant detail, and this platform was the crowning touch. The huge window covered fully one sixth of the arc of the top floor of the tower, and one who stood on the viewing perch could see all of the heart of Metropolis and for dozens of miles beyond. Lex would stand there and dream of a world where the sights this perch provided were but a trivial glimpse of his empire. There were obstacles, of course: the foremost of which was responsible for some rather significant changes in the design of this place, including the use of six inch thick leaded glass in the window.

The appearance of Superman and his almost immediate assumption of the status of most famous person in the world-not to mention its most legendary heroic figure since Abraham Lincoln-had almost eerily coincided with Lex's astonishing ascension to power in Metropolis. Lex had heard some of his subordinates at a meeting speculating about whether the parallel emergence of the two men was due to some unavoidable force of history: a great figure drawing his polar opposite to maintain the balance of things. Lex had laughed and mocked them: "Ordinary men have opponents. Great men have obstacles. I have an inconvenience in a child's costume. If this be history's rebuke to me, gentlemen, it is a feeble one indeed." He had stalked out of the room, and in later years he would repeat the boast to himself, in times of triumph and setback.

Lex walked down the stairs, through the massive double doors, past his secretary, and into his private office, closing the door behind him. Compared with the grand scale of the rest of the top floor, the inner sanctum of the head of LexCo was quite intimate: fifteen feet square, and dominated by a massive desk across from the door, with a small window behind the desk. Lex walked behind the desk and pressed a red button underneath its top. A hidden motor whirred, shutting vertical blinds and drawing heavy curtains in front of the window as the light fixtures brightened to compensate for the lost sunlight. A red light glowed fitfully over the door: an identical one glowed on the other side where the secretary quietly worked. Everyone knew that disturbing Mr. Luthor when that light was on meant the job of the one foolish enough to do it.

Lex smiled, as he always did at the moment the light went on. The walls of the room were lined with lead, and equipped with a complex series of white noise generators that made it the most soundproof space in the world. Barring tunneling through the walls, Superman could not discern what he did in here. He opened a panel next to the button, and entered a code. A hidden drawer popped out, and Lex reached in and pulled out the document he was after. The information he kept here appeared in no other place in LexCo: he typed every one himself on a manual typewriter, replacing the ribbon each time and destroying the old one, based on the verbal reports of his agents delivered in this office. The neatly typed sheets held the lives of several hundred of the most powerful men and women in and out of Metropolis at their disposal; today, it was a United States Senator who had made the error of contesting Lex's will. Seven months later, that misstep would cost that Senator his office and his reputation. Lex glanced over the document, reacquainting himself with its contents, then nodded once to himself before reaching down to put it back in its appointed space. Light glinted off of an object somewhat deeper in the drawer, and Lex froze. He briefly fought the impulse to reach for it, but he failed, and he slid his hand forward, grasping the two framed pictures and pulling them out into the open.

He took a moment to admire the frames: they were made of polished mahogany, and lovingly carved with a precision and beauty rare in that age. The glass was leaded: if Superman had broken into the office and searched the desk with his X-Ray vision, he would not be able to see through it to observe the photos within. The desk had a rather grim method for dealing with a more intrusive search: five pounds of C-4, set to trigger if the desk was tampered with, and impregnated with another pound of the green meteors that had proven so interesting during his exile in Smallville. He had discovered that they were dangerous to his nemesis, and was still considering ways to exploit this fact apart from protecting his secrets.

He glanced at the first photo: it had been taken outside Smallville High School fifteen years before, on a bright afternoon in early May. He had paid a gifted photographer an exorbitant amount of money to capture precisely this image, which he had painstakingly detailed in advance: the photographer had waited two weeks and snapped off shots on five different afternoons before obtaining the picture. There were four teenagers visible in the shot: Lana, Pete, Chloe, and Clark. They were in a semi-circle, with Clark more or less in the center of the arc, smiling slightly at some comment that Lana was making. Chloe was looking at Clark with an expression that combined annoyance with fondness. Pete was off to the side a bit, looking past the other three with a grin on his face that suggested he was about to share a joke with the group. Lex had made five prints of the picture, giving one to each of the subjects of the photo, and keeping one for himself. Clark had asked Lex what had given him the idea, and Lex had grinned and commented that he had wanted to capture Clark in his natural environment. The comment had drawn a puzzled look from the teenager, but Lex had not elaborated further.

The second photo was one of a kind: it had been taken by a candid photographer at a party celebrating the opening of another LuthorCorp owned business in Smallville. Lex and Clark were standing about three feet apart: no one else was fully visible in the shot. Lex was smiling broadly, pointing off at something apparently over Clark's right shoulder. Clark was apparently in the process of turning, and his expression was one of intense interest, with only a hint of curl at the corners of his mouth betraying his simple enjoyment of the moment and the evening.

Lex frowned. The second picture had always represented something special to him: a master instructing his protégé in what was important in the world. Since he had come to after nearly dying in the crash on the bridge, and saw Clark looking down at him with concern on his face, he had perceived the potential for greatness in the younger man, and had resolved to tap that greatness, for his own glory and for Clark's.

For a few years, things went more or less according to Lex's plans with regard to Clark; ironic, given that very little else went as expected in Smallville. Clark had graduated Smallville High with honors (not as valedictorian: that honor had predictably gone to Chloe), and Lex had been secretly pleased that he had not had to lift a finger to help Clark secure a college berth: Metropolis University had offered him a full ride, and he had taken it with characteristic gratitude.

Lex had been stuck in Smallville for another year: Lionel Luthor was proving stubborn about recalling his prodigal son, and the incidence of odd events that Chloe had found so fascinating before departing to her own full scholarship in the Metropolis University Journalism School had actually escalated somewhat in that year, commanding his full attention. By the time Lex was back in Metropolis for good, Clark was a sophomore studying engineering, and he had visibly changed. Lex could see the increased confidence in the young man's eyes, and was unsurprised to note that Clark was on the receiving end of a lot more female attention than had been the case in Smallville (Lana was no longer a factor, having decided on UCLA and the continuation of a budding modeling career). Lex had been lavish with encouragement, and Clark had been openly pleased at the compliments and interested in some of the ideas that Lex had for utilizing his already well-regarded talents for engineering for the benefit of LuthorCorp.

Another year had passed, then everything went to hell. Superman had shown up in Metropolis, and it seemed that he was everywhere that Lex didn't want him to be. The only bright part of it was that his father found the so-called "Man of Steel" just as irritating as he did, and had detailed Lex to the task of dealing with the new menace. In doing so, he had been forced to give Lex power that he had been reluctant to grant in the past, and Lex had gradually increased his influence within LuthorCorp, even as he was frustrated time and again by the costumed alien. Inevitably, the two men had a face to face confrontation. Lex had been walking alone down a secluded path on the Luthor estate when a deep voice had come from the shadows: "Might I have a moment of your time, Lex?"

Lex had turned, frowning as he recognized the already-world famous voice. The big man stepped out of the shadows, muscles rippling under skintight spandex and cape trailing behind him. Lex had raised an eyebrow and commented sardonically, "For a man who flies for a living, that costume's a little drafty, isn't it? And it's Mr. Luthor to you, thanks."

Superman blinked, and frowned for a moment before replying, "If you prefer." Lex shivered a little as the intense eyes locked on his and the figure in red and blue continued, "I've become aware of some of your recent activities, * Mr. Luthor *, and I'd like to ask you to stop them." He ticked off a short list of names, dates, and places that caused Lex to cringe inwardly as he contemplated the resources that would soon have to be written off as a total loss. Superman paused, then concluded, "I trust that I've made my point."

Lex shrugged with a feigned casualness and responded, "If you believe that I'm involved in illegal activities, then it's your duty as a good citizen to report me, isn't it?" He paused, then added acidly, "Oh, wait, you're not really a citizen, are you?"

Superman accepted the insult placidly, then commented, "I don't have enough evidence to have you charged with any crimes, though your associates are looking at some serious prison time. I'm assuming that they won't say anything: you've undoubtedly made sure you had a reliable hold on them." Lex smiled slightly and inclined his head, and Superman continued, "Mr. Luthor. . .Lex: I've followed your career since your move to Smallville. You've done a lot of good for a lot of people, and mitigated a great deal of the harm that the activities of LuthorCorp would otherwise be responsible for. I realize that the expectations of your father would tend to lead to a certain degree of ruthlessness, but it's going too far. You're endangering lives and hurting people with what you're doing here. You could be a truly great man, Lex: one who was remembered for how he made other people's lives better, not just another ruthless businessman like your father. I'd like to help you do that, but if you continue along this path we will be in conflict, and I don't want that." Lex saw the intensity of the alien's gaze diminish a bit, and there was a note of pleading in his voice as he concluded, "Please, don't make me do that."

Looking back at that moment, Lex could only remember the rage he had felt. How DARE this creature condescend to him? He stepped forward and glared into the big man's eyes as he hissed, "I make my own decisions, for my own purposes, and no publicity-addicted freak is going to tell me what I can and cannot do. If you get in my way, I will go right through you. Now, get the hell off my property or you can explain to the authorities why you're harassing me-and the name is Mr. Luthor." He turned on his heel and stalked off: a surreptitious glance when he was entering the house revealed that Superman was still standing there silently, his shoulders slumped and his head bowed.

He had mentally dismissed the incident and gone on with his plans, only pausing to add further precautions against any of the actions being traced back to him. The reorganization had taken all of his time for a few weeks, and he had been taken totally off-guard when he had tried to catch Clark after one of his engineering classes, only to find that Clark had dropped the class. Baffled, he used a contact to get a copy of Clark's revised schedule, and blinked as he saw the notation at the top: "Major: Journalism."

Chloe had looked up with no surprise on her face when Lex came storming into her office: she had been editor-in-chief of the Metropolis University student newspaper since that fall. She sighed and commented, "I was wondering how long it would take you to show up."

"What did you do to make him abandon his entire future for THIS?" Lex's voice was low, but the intensity of it made Chloe shiver. Lex paused a moment, visibly calming himself, then concluded, "Chloe, we've never been close, but I thought we both had Clark's best interests at heart. How could you do this to him?"

Chloe sighed, and gestured for Lex to take a seat. He did so, and Chloe closed her eyes for a moment before she replied, "Lex, I didn't do a damned thing. He walked into my office two weeks ago and told me that he wanted to switch to journalism as a major, and asked for a staff writer position. He's more than qualified, Lex: what was I going to do, say no? I asked him why he was making such a major life change on such short notice, and he just looked at me and said, 'Sometimes, life makes choices for you.' His parents were as shocked as I was: I don't know what is going on with him." She looked down at her desk, then whispered, "I've always tried to understand him, and it's just gotten harder as the years passed. You know him a lot better than I do now, Lex: if you can figure out why he's done this, more power to you. I want Clark to find his best path in life, and if you talk him into switching back to engineering, I won't take it personally." Lex had nodded, stood, and left, noting that Chloe was staring solemnly at the photo that Lex had commissioned of the four friends.

Clark had a modest off-campus apartment on the fifth floor of a converted brownstone. Lex let himself in the street entrance with the key Clark had given him and grimly walked up all five flights of stairs before knocking loudly on Clark's door. After a moment, the door opened and Clark gave Lex a brief glance before greeting him laconically: "Hey, Lex."

Lex saw red for a moment: he could not remember ever being so angry at Clark before. He brushed past Clark and strode into the living room. He stopped at the glass door to the balcony, which looked out over the Metropolis U campus, and waited for Clark to come up behind him before turning and demanding in a low, dangerous voice: "What in God's name are you doing, Clark?"

Clark shrugged, then replied, "I changed my major, Lex: students do it every day. I don't see what all of the fuss is about." He walked over to the liquor cabinet and pulled out the bottle of cognac, pouring a generous shot for Lex before replacing the bottle. He handed Lex the drink and commented, "You don't think that I'd make a lousy reporter, do you? I wrote some rather well-regarded stories when I was at Smallville High."

Lex downed the shot with a gesture and shook his head in exasperation as he stared at Clark in silence. He sighed, then replied, "Clark, I'm not your father: I'm not going to give you the speech where I say you can do anything you put your mind to, because it's pointless. You'd make a damned good reporter, just like Einstein probably would have been one hell of a chess grandmaster if he'd had the urge. In either case, it's an intolerable waste of your gifts, Clark. You have a chance to make a real mark on the world, one that people will still remember in a thousand years when everything we've ever known is dust. I can make that happen, Clark: all you have to do is trust me and not throw it all away on a momentary whim."

Clark paled, and he turned away and muttered, "Lex, I can't explain myself to you. I don't know if you'd understand it if I did try to tell you. All I can tell you is that, at least for now, I need to choose a path different from the one you would have me take, or even from the one that I imagined for myself just a few weeks ago. I don't want to hurt you, but I have to do this."

Something clicked in Lex's head as he heard Clark's disjointed reply, and the time frame leaped out at him. He strode forward and jerked Clark around to face him as he snarled, "What did he tell you?"

Clark's eyes narrowed, and he replied, "No one told me anything, Lex." He locked eyes with his closest friend and stated calmly, "I make my own decisions, for my own purposes, and no one is going to tell me that I can't-not even you."

Lex heard the words that he had hurled at Superman three weeks before, and the fact that Clark's tone was regretful rather than vicious did not register. With a single involuntary spasm, he threw the cognac glass in his hand to shatter against the wall, then stormed out of the apartment without another word.

They never spoke of the incident again, though it was only a few weeks before Lex had grudgingly resumed inviting Clark to social events as had been his custom before the blow-up. Clark still seemed much the same on the surface, though he dressed more formally and had taken to wearing steel-rimmed glasses. He continued to express polite interest in Lex's recent activities and elaborated on his own recent activities at length. At one event, Lex had hired a photographer to take a shot meant to duplicate the candid shot from the party in Smallville years before. When he saw the picture, he was shocked: his image was almost a perfect match for the older photo, but Clark's demeanor was completely different: his interest was obviously polite, and there was no trace of amusement or other enjoyment visible on his face. Lex had shuddered and burned the photo.

Clark had made his name as a journalist at Metropolis University, conducting the first in-depth interviews with Superman in print and on audio tape. Lex had forced himself to listen to the entire interview series: where others had heard and commented on Clark's precise, in-depth questions, he only saw a sycophant doing his level best to make the alien look like some kind of messiah. One question in particular stuck in his mind: Clark had asked, "Superman, what do you see as your role in helping human society progress to a better state?"

There had been a pause, then Superman had replied, "Mr. Kent, if society is ever to progress in a real and meaningful way, people are going to have to figure things out for themselves. I have great power, but that doesn't give me the right to impose some kind of solution because I think it's best. I see my role as dealing with crises as they come, to give all of you the time you need to come up with more permanent solutions. It's a big world: that'll give me plenty to do."

Lex had snorted in contempt, and marveled that Clark could not see what a fool he had chosen to admire. Why would anyone with the power to change things as they would have them refrain from doing so? He had learned that lesson himself the hard way in Smallville: patience could be a virtue, but ultimately he had realized that he would have to make things happen. That had been-and would continue to be--his mantra as he schemed to undermine his father's key people and replace them with others personally loyal to him, when he had manipulated other companies to attempt hostile takeovers to distract his father, and-ultimately-when he obtained the untraceable neurotoxin that he had sprinkled in his father's morning coffee. That last one had triggered a visit from Superman: the Kryptonian had just shown up outside his office window the morning after the funeral, hovering with an accusing look on his face. Lex had just saluted him with the coffee cup in his hand, drawn the blinds, and begun to plan his new office where such intrusions would be a thing of the past.

The Superman interviews had won Clark a Pulitzer, and guaranteed that a job would be waiting for him at the Metropolis Daily Planet when he graduated. In spite of his anger, Lex had felt grudging respect for Clark's success, and he was appalled when he saw Clark fade into relative obscurity as the writing partner of the-in his view-greatly overrated Lois Lane, who had quickly made the Superman beat her own and pursued the alien with unnerving persistence. At the same time, she had taken an unhealthy interest in some of Lex's activities, and he had directed a bit of hostile attention her way that was dealt with summarily by Superman. For his part, Clark displayed little interest in undermining any of Lex's activities: whatever Superman had told him, it hadn't turned him into a crusader bent on destroying his old friend. On the other hand, he hadn't interfered with Lane's own digging, and Lex could recognize Clark's meticulous eye for subtle details in the finished articles that bore his name along with that of Lois Lane.

Lex sighed and put away the party photo of himself and Clark, then looked again at the photo of the four friends at Smallville High. The group had done rather well for itself. Chloe had graduated summa cum laude from Metropolis University and was editor in chief of a well-regarded newsmagazine based in Central City. Pete Ross had gotten his MBA, and was pulling down a high six figure salary with a major energy conglomerate. Lana Lang had parlayed the modeling career into a string of well-regarded movie roles: there was talk of an Oscar nomination somewhere down the line. Three vibrant and rapidly progressing career paths. . .and Clark, who had regressed since his moment of greatest triumph ten years before. Lex had a brief impulse to toss the picture away to shatter against a wall, but he restrained himself, and placed the photo back into its storage niche and closed and locked the drawer.

Lex closed his eyes, and the image of Clark as he had been when they met appeared in front of him: full of boundless optimism and infinite possibilities. He had failed that boy, by failing to teach him the right lessons that would have allowed him to resist the seductive appeal of Superman: the foolish naivete, the misguided willingness to ignore basic human stupidity and incompetence. Clark had wasted the past decade of his life, but Lex knew that the old Clark was still there, buried under the layers of devotion to the false god who flew through the skies of Metropolis. Lex would dethrone that pretender, sending him hurtling to Earth as Phaeton had been thrown from Apollo's chariot, and Clark would have to turn back to him for guidance. All Lex needed was patience, and the willingness to act: Clark would be there when the job was finished.

Lex flicked a switch on the desk, extinguishing the red light over the door. Instantly, the intercom buzzed, and Lex pressed the button and called out, "Yes, Rachel?"

"Mr. Kent is on line one, Mr. Luthor." Lex had handpicked Rachel Walters from a list of five hundred candidates to be his personal assistant: she was coolly beautiful and supremely competent. Lex had never spoken of his friendship with Clark with her, but the subtle tone of concern in her voice told him that she had inferred much over the months that she had referred the reporter's calls to her boss.

"Thank you, Rachel." Lex closed the intercom connection and carefully waited twenty seconds before picking up the call. When he spoke, there was no trace of the emotion that had been dominating his thoughts for the past half hour.

"Hello, Clark. What can I do for you?"

As before, comments are welcome and desired.