DISCLAIMER: The only thing I claim to own is the insane idea that formed this story. Everything else is borrowed.

Timeline: Pre-Season 3, when everyone was just a little more normal, and a lot younger! This is an AU within that timeline.

SUMMARY: Chloe and Lex notice each other one night then form a friendship that continues while Chloe attends college in Metropolis. Chloe's college roommate becomes an involved character in this story, Lionel is a bastard, and oh yea, ... Helen Who?

A/N: This is a re-post from Naughty Seduction. It's an 'old' fanfic of mine that definitely has a different writing style than my Labyrinth fanfics (if you've read any of those, that is, for a basis of comparison) I've re-edited this, but, there are errors that would simply change the flow of the story if fixed. (In my mind, anyway) None the less, I hope you enjoy the story.

Chasing Shadows part 1

TODAY'S HOROSCOPE FOR LEX LUTHOR!

"Chasing shadows in the dark may seem a good idea at the time. But walk with caution, tripping in the night may lead to unexpected turns. Make the right choice and all will be well by morning."

Lex deleted the daily horoscope with a humph. He didn't know why he even bothered to read the dumb things, they rarely made sense, and rarer still ever applied to him personally. With quick repetition he scrolled down his inbox, and deleted the rest of the horoscopes from the past week without opening them.

'What good is a daily horoscope when you don't read it until practically midnight anyway?' Lex mused to himself as he logged off his computer ready to turn in for the night. Just as he stood the door opened from the hall and Clark stepped in with uncertainty until he saw Lex.

"Lex, I'm glad you're still up."

"Clark." Sounding a lot surprised. "Isn't it passed your bedtime?" he joked.

"Well, tonight is an exception."

"Sounds serious, is everything alright?"

"Lana's horse took off this afternoon, we've been trying to catch it all day."

Clark could have easily caught the animal with his super speed but didn't want to scare the hell out of it. The horse was already skittish for some reason, and Clark didn't want to make it worse.

"That doesn't seem serious enough to be out in the middle of the night, but, what brings you here?"

"Well, he wandered onto your property... and I thought that..."

"Since it's my property you'd ask permission? Clark, you know you're welcome here anytime."

"Actually I was hoping you knew the layout of your property considering its dark, and I can't see that good out there." Clark could see just fine, he just wanted Lex to know he was lurking around on his property, especially since he was able to avoid his security guards, asking for Lex's help seemed the best way of approaching the subject.

"Normally I'd be right there with you Clark..." Lex paused.

"But...?" Clark urged.

"But, I have to admit I don't roam the fields all that much. It has something to do with being in direct sunlight for long lengths of time."

"Right," Clark responded getting Lex's drift about his baldness, and getting sunburned. Clark stood there trying to think of another alternative, and was obviously coming up empty.

"I'll tell you what," Lex offered. "Get some sleep tonight, and I'll organize a team to round up the animal in the morning. I'll have it back in your barn before noon."

"Oh, thanks, Lex!"

One thing about Clark. When he thanked you for much of anything, you'd swear you just handed him ten grand.

"Lana will appreciate this, too. She's really upset about this whole thing," he continued.

"Clark, I figured you weren't chasing the animal around in the dark for the horse's sake," he stated knowingly. "I'll see you in the morning," Lex reassured.

Clark left, and Lex headed up to his room, shaking his head with a soft chuckle. 'Oh, to be that age again, when every trite little thing was the end of the world.' He thought. Then, after a minute, 'No thanks!'

XxXxX

Lex had no idea what time it was but, something woke him up. He rolled onto his back, and lay listening to the silence. After a few minutes he shrugged, and closed his eyes when he heard the soft snicker of a horse filter through his semi opened window. 'Good boy,' he thought. 'Just stay right where you are. The closer to the house, the better to catch you in the morning.'

A few minutes later he heard clucking sounds, soft and whispered, but distinct none the less. 'That 'has' to be Clark,' he thought with consternation. With a rousing sigh he got up and went to the window, opening it the rest of the way to peer out into the darkness. Which was wrong because he had motion lights set up all around the mansion. They should have flooded the entire courtyard with enough light to make it seem like noon.

"Clark? Is that you?" he called. The horse whinnied loudly, and took off away from the mansion, startled by Lex's voice.

"Dammit!" a feminine voice groveled.

'Definitely not Clark.' Lex thought warily. "Who's out there?"

"It's me, Lex!" the voice replied with annoyance. "Chloe."

"Ms. Sullivan?"

"Yea!" she yelled in her 'are you dumb' tone of voice.

"Wait there. I'll be right out." He stepped from the window, pulled on some clothes, and headed downstairs.

"Ah, you don't have to do that Lex! Lex?" 'oh dammit. Why do these things always happen to me? Lana and that dumb horse!'

"Would you mind explaining why you're lurking around at two in the morning, Ms. Sullivan?"

She spun around at his voice behind her and gave him her 'I'm innocent but uncomfortable' smile. "For starters, I wasn't lurking," she countered. Interesting how fast she got over her uncomfortableness. "I was trying to catch Lana's horse. Clark said that he was around here somewhere. And, I almost had him, too, when you yelled out the window, and scared him off!"

"And, you were catching him with... this?" Lex reached out, and took hold of the string of knotted shoelaces that Chloe had in her hand.

"I was pressed for time and ideas. It's Lana's horse we're talking about here, not a wild stallion, geeze!"

"Why is it so important to all of you to catch this animal tonight? As I told Clark earlier, I'll arrange for a team to catch it in the morning, and deliver it to the Kent's barn."

"Well, that's fine for Clark. But, he doesn't have to listen to 'her' crying about how everything in her life runs away from her, and oh- poor- Lana! I couldn't listen to it for one more minute!"

Lex had to divert his eyes at Chloe's dramatics while trying not to smile.

"I'm glad you think its amusing, Lex, because if I could have it any other way I'd be home right now in my nightie all snuggled up in my blankets in dreamland!"

'Chloe in a nightie, god help me.' That definitely put a very vivid image in Lex's mind. "And what would you be dreaming right now, Chloe?" 'no, I did 'not' just say that.' He outwardly cringed, pinching the bridge of his nose.

"What!?" she asked incredulously.

"That's not how I meant that to sound. I apologize. Can we just pretend I never said that?"

"Ah, yea! For more reasons than one."

"I know. Lets go to the stables, and get proper horse catching equipment. Like rope for starters, and flashlights. I'll help you catch him." There was no hope of him getting sleep anytime soon anyway, he might as well join the search party. He started walking toward the stables, Chloe falling in step next to him with an incredulous expression still on her face.

"I'm only sixteen you know."

"I know."

"And, I don't find you at all attractive."

"That's reassuring. I said I apologize," he replied dryly.

"If my father ever heard you say something like that..."

"Ms. Sullivan." He stopped and turned abruptly making her stop short so she didn't bang into him. "It's after two in the A.M. are you going to slay me with every step for something I've already apologized for?"

'Good, that put her in her place.' he thought watching how she shrunk back a half step with wide eyes.

"Fine." Oh, but her tone had such a bite to it. "I'm in the process of forgetting. As of right now, I will forget that you so much as uttered one word."

'Why couldn't it have been Clark?' he wondered tiredly.

XxXxX

They had been wandering aimlessly for over an hour. Not only did they not catch the horse, but they couldn't even find him.

"This is all your fault," Chloe yawned, pointing her flashlight in Lex's face.

"My fault? I was the one who said I would organize a team to catch it in the morning. How is this my fault?" he asked, pushing at her hand to move the light from his eyes.

"If you hadn't yelled out the window, I would've caught him, and been home long ago."

"You do realize that Lana most likely cried herself to sleep before you were half way to the mansion? We're the ones out here not getting any sleep. And, who's fault is that, Miss Sullivan?"

She stopped walking and looked at him. "You're probably right. I didn't think of it that way." Sounding apologetic.

"Of course not." Being tired and irritable. "We'll walk down that way, and see if he headed for the lake. From there I'm going home, and to bed. You're more than welcome to join me."

"I don't 'believe' you!" she exclaimed heatedly. "Is 'that' what you've been thinking about this whole time?"

"Chloe. There are over seventy rooms in my home. What pretentious part of your brain would think I meant 'my' bed?"

She opened her mouth, then closed it, shifted her weight indignantly, narrowed her eyes, and opened her mouth again.

He watched her with slight amusement before movement caught his attention a few yards behind Chloe. "There he is. Let's go. We'll finish this discussion later."

XxXxX

"Don't rush him, Chloe," Lex instructed in a calm soothing tone of voice as to not spook the horse who watched them approach while chewing on a mouthful of grass.

They split up by several yards to be on both sides of the horse, the lake being behind the animal, and both of them still in range in case he decided to run down the middle. They approached slowly, Lex talking to the horse in a soothing voice, promising the best oats and hay he's ever eaten if he remained still.

They were almost abreast to the horse, Lex outstretched his arm to slip the lassoed rope over it's head when he tripped on a stone, and fell forward to land close to the horse's hooves. The horse spooked and reared, backing up on his hind legs, but, not far enough not to crush Lex when he landed.

"Lex!" Chloe yelled, and ran to put herself between the horse and Lex. "No!" she yelled with conviction and shoved the horse on his shoulder to push him away from Lex.

The horse veered his body, his hooves hitting the ground mere inches from Lex's head. But, his shoulder hit Chloe with enough force to knock her backwards. She staggered a half a step, and promptly tripped over Lex's shoulders to land heavily on her butt, her legs arcing over Lex's back. The horse gathered himself, and took off into the dark, running away from the two people on the ground at a full gallop.

"That 'has' to be the most insane thing I've ever seen you do," Lex said with awe in his voice. "Are you ok?" he asked when Chloe didn't answer him.

"No," she whispered in a strained voice.

'She's hurt!' Lex carefully shifted to get his waist under her legs. If she was hurt he didn't want to make it worse by moving her. "Chloe, what happened? Where are you hurt? Did he kick you? Are you bleeding?"

"One question... at a... time, Lex," she replied choppily.

"Can you move?"

"I don't think so. I landed... hard... on my tailbone. My back tingles and my ass... I'm afraid to move, Lex." There was genuine fear in her voice.

"Don't move," He cautioned, then wriggled himself out from under her knees. Once he was free he knelt by her side, and placed his hand under her shirt to run his fingers up her spine, starting at her tailbone.

"I seriously hope... you have a good... reason for this."

"I'm trying to see if your spine slipped a disk or anything obvious." He tilted his head to look in her face. "Don't worry, Ms. Sullivan, my intentions are honorable."

She couldn't do anything but stare at him and breath, everything else went from her mind. His hands on her back, the way his fingers lightly touched along her spine, the faint scent of his cologne, the concerned softness in his voice, in his eyes.

"Chloe?"

She double blinked. He had been talking to her, and she didn't hear a word of it. "Huh?" blushing slightly.

"Do you feel like you're going to pass out?"

"Uh, no. But, it didn't hurt as much when you were touching my back. Is that normal?"

Lex noticed how her cheeks flushed, how her breathing changed while he touched her. "Perfectly, I'd say. I want you to lay down for a few minutes. Get your back as straight as you can. If the pain subsides then we'll try standing you up."

"And if it doesn't?" sounding scared.

"First things first."

He helped ease her back to lay on the cool ground. She winced at first, shifted herself, then settled down to stare up at the sky. Lex sat next to her, and took her hand.

"Is that an honorable intention too?"

"It was a gesture of friendship." He let her hand go, and stared out into the darkness.

"I didn't mean for you to stop." She held out her hand to him. After a minute he clasped it gently in his.

"That was really a dumb thing to do, Chloe, jumping in front of the horse like that. But, I want you to know that I'll do whatever it takes, I'll call whoever I have to, to make sure you're okay. Whatever you might need, I'll make sure you get it."

"Why?" she asked. Lex looked down at her with questioning eyes. "Haven't you figured out yet that those of us who might 'remotely' like you, that it has nothing to do with your money, or what you can do for us?"

"Chloe, you just got hurt helping me. The least I could..."

"Oh, you're right, Lex," she interrupted sarcastically. "Before I slammed myself into a rearing horse over your head I thought to myself, 'hey, it's Lex Luthor, so if I get hurt he can pay to have me healed'! It doesn't work that way, Lex. I would've done the same thing if it had of been Clark or Lana, or Pete, or any number of people. You don't think about yourself getting hurt when you see someone in trouble, you just rush in to help, it's called compassion."

"You think I'm that cold that I don't know what compassion is?"

"Knowing what it is, and showing it are two different things. And no, you don't show it very well. But, on your behalf, having a father like Lionel doesn't help your case so we usually forgive you for it."

He leaned over her and placed his lips on hers, kissing her softly.

Chloe saw the kiss coming as he leaned toward her and she let him, she wanted him too. Her fingertips went to the side of his neck, her thumb caressing his jaw. He ended the kiss, and sat up again.

"What was that for?" she asked after a minute, when she thought it was safe to use her voice again.

"You're scared, you're in pain, and you're laying on the cold ground. I wanted to assure you that I wasn't going to leave you like this."

"That kiss didn't have any honorable intentions in it," she whispered. His kiss had made her forget all the things he just mentioned, which Chloe was sure was his intention, but, oddly she found herself wanting more.

"No, it didn't." He hadn't meant to kiss her like that at all, he originally wasn't even aiming for her lips but her forehead. But, as he drew closer... the way she looked at him, how her hand clenched his tighter in anticipation... well, what's done is done.

"Could you repeat it? I'm not sure I got it right the first time."

"Trust me, you got it right the first time," he assured her. He had to keep reminding himself that she was laying there because she was hurt, not to have him pressing himself into her, to feel her softness, to have her arms around him. He was suddenly on his feet. "Let's see if you can stand up."

She was disappointed, almost hurt, that he didn't want to kiss her again. But then, hell, it's not like she's had a lot of experience either, at least not in comparison to Lex Luthor. He took her hands in his and gently helped pull her to a sitting position.

"Does that hurt?" Resting his hand on her lower back to give her support.

"No, but my back is cold and numb. I can hardly feel your hand except that it's warm," she answered, then thought to herself, 'I want you to touch me again like you did before. I want you to kiss me, and make me feel those feelings again.'

"Let's go. On your feet," he stated abruptly, and helped her to stand. He knew by the way she looked at him what she was thinking, or at least had an idea of where her thoughts were heading. Upon standing her knees buckled and she fully fell into Lex. He grabbed her easily in his arms, almost expecting such a reaction from her body. "That's it. No more compassion for you, Miss Sullivan, it makes you weak in the knees," Lex joked. Chloe laughed. "How does your back feel?" he asked seriously.

"I still have that tingling feeling in my ass. But, other than that I just feel cold and numb."

"Having you lay on the cold ground was probably a better idea than I first realized." He took her in his arms, and gently ran his hands up and down her back, under her shirt. "The coldness would have helped with any inflammation."

"Flammation... right," she whispered, leaning against him with her forehead resting on his chest just below his neck. She grabbed his shirt in both fists with her arms tucked between them.

"Chloe..." Moving his hands from her back to her elbows to step back.

"Lex, please," she murmured. "It just feels so nice. Please, don't stop yet. You're helping, really, I don't feel as cold."

He let her lean into him again continuing to run his hands on her back, feeling how her breathing changed, and the way she pressed closer to him. He let her get closer, bending slightly to reach her ass with his hands. She turned her face up and lightly kissed at his neck, wrapping a hand to the back of his nape. He met her lips with his. Telling himself that this was alright for now. That he wouldn't let this go too far, 'couldn't' let this go too far.

Luckily it was Chloe who broke the kiss, and stepped back from him. Her face was flushed, her eyes glazed, her breathing irregular. "My back is feeling much better."

"Does it hurt at all?"

"No, not exactly. It's kind of stiff though, if you know what I mean?"

"I know exactly what you mean." He answered cynically, grateful that she hadn't noticed his own stiffness.

She put her arms loosely around his neck. "Does that offer to stay with you tonight still stand?"

"Absolutely. But, I'll remind you that I said, not in 'my' bed."

"Then...we'll use a guest room?" she asked hopefully.

"Chloe, I'm flattered, but..."

"Lex, wait. Before you go off on morals, and legalities, and all that crap. I want to ask you if you'll.. if you'd... if you'll be my first," she finally blurted out.

"Chloe..."

"Lex, I'm serious!" She stepped back slightly before continuing in a rush. "I know I said I didn't think you were attractive and, well, I lied... but, before you kissed me I had all these weird ideas of what having sex would feel like, and quite frankly I'd rather have someone who knows what he's doing for the first time."

Lex wanted to lower her to the ground right there, and show her exactly what having sex could feel like but, it would be wrong for so many reasons. The biggest one popping in his mind loud and clear. "What about Clark?"

"Clark?" she echoed. "Are you kidding me? He'd be all thumbs! He can't even tell me how he feels about me without stammering and getting all red in the face, which is actually really cute, but... do you know what I'm trying to say?"

"I understand completely, Chloe, but my answer is no."

She literally sagged in front of him. Her eyes dulled, she bit at her lip, and her confident drive just oozed out through her feet. He didn't realize she would be so hurt by his refusal, and took her chin in his hand to make her look at him.

"I'll make you a deal. If, in two years, you still feel this way, then contact me, and we'll see what I can do for you then. In the meantime, don't be in such a rush to grow up, Chloe. It's not all it's cracked up to be. And, if you meet the right boy, it won't matter to you if he's all thumbs or not, trust me on that one. Does that sound fair?"

"Yea, I guess." Trying hard to hide her disappointment but failing miserably. She was embarrassed that she asked him in the first place. How could she be so stupid? She gave herself a mental shake of her head, and gave Lex a fake smile. "I don't suppose you could call someone to come pick us up?"

"No." Taking her hand in his, and starting to walk. He was quite flattered by her request. And for once he did the right thing for the girl, despite what he wanted to do with her. But, Chloe disserved better than a one night fling, she just didn't know it yet. But, as always, she bounced right back, accepting his proposition, and changed the subject. Lex knew she was hurt, and now he knew the expression she used to hide that hurt. He made a mental note to have a serious conversation with Clark.

"All the people you have working for you and no one would come get you?" she asked, sounding incredulous.

"Not when I leave my cell at the mansion," he sighed.

"Oh. I left mine in my car."

"Two great minds think alike."

Chloe laughed. "Would you mind walking me to my car instead?"

"Where's your car?"

"Parked outside the gates. Your security guard wouldn't let me in. He must be new, or something."

Lex looked at her, feigning insult. "And, yet it didn't stop you from getting past him, did it?" he laughed, letting her know he wasn't upset. "I'll call, and have the guard drive it up to the mansion. Did you leave the keys in it?"

"No, they're in my purse."

Lex looked at her pointedly. "And where is your purse?"

"I left it in your stables," she admitted guiltily.

"Chloe Sullivan, you don't make anything easy, do you?" She blushed slightly. "You'll sleep in a guest room for the night, and I'll have your purse, your car, and 'that horse' delivered appropriately in the morning."

"Uhm, you do realize it's about four in the morning, right?"

"Anything else you'd like to do to ruin this night, Ms. Sullivan?"

She smiled knowing he was joking with her. "Thank you, Lex," she said sincerely.

"For what?"

She tugged on his hand for him to stop walking and tip-toed to kiss him. He leaned down slightly to accommodate his height for her, and briefly met her lips.

"For having honorable intentions."

Lex definitely wanted to show Chloe Sullivan a thing or two about intentions. Both honorable and not. Taking her hand again, he turned and led Chloe back to the mansion.