"You must be able to fly, Clark," Lex said.

"But I'm afraid of heights!" Clark whined.

"Which is precisely why you can't fly," Lex agreed. "Now, let's conquer your fear of heights."

Clark sighed, but obediently followed Lex down the loft stairs and out of the barn. "Why?"

"There's no reason not to learn to control and use all of your abilities," Lex said briskly. "In fact, it's a good idea. Uncontrolled abilities can be dangerous--as demonstrated by the heat vision--and it can only be an advantage to learn how to use all your powers properly."

Clark couldn't see a way to argue against that. "So what's your idea?"

"Well," Lex said, "there are several ways to overcome a phobia. There's systematic desensitization, flooding, counter-conditioning--"

"So what's your idea?" Clark interrupted, before Lex could really get going.

Lex gestured for Clark to get in the car. Clark obeyed, but not without reservation; so they were going somewhere else for this?

"We're going to expose you to high places," Lex said, "until you're not afraid of them anymore." He started the car, and they pulled out of the drive.

"Um," Clark said, the hairs on the back of his neck prickling. "That sounds."

"Scary?" Lex grinned, but it was the sharkish, Luthor grin that always made Clark's stomach twist nervously. "My father did the same to me," he said, which didn't make Clark feel any better, "but don't worry, I've got something better in mind."

"Did your father get rid of your fear of heights?" Clark asked.

"No," Lex said. "The last time he tried, I had an asthma attack."


"I lost my fear of heights along with my hair, actually," Lex said.

Huh. So it was almost like Clark had helped Lex lose his fear of heights. That made Clark feel a little better.

"But what makes you think I can fly?"

"You've told me that you float in your sleep," Lex pointed out, "and you flew when you were Kal-El." Clark blinked. "So you must be able to fly, just not consciously. Not yet."

Clark hunched down in his seat. He wasn't sure he wanted to fly. It was kind of scary. Waking up in the middle of the night four feet above the bed was really scary. It wasn't like he hurt himself when he crashed--the bed was the one that suffered the most--but, well, it was still scary!

Lex drove them to, of all places, the windmill in Chandler's field.

Clark winced at the amount of dust that had settled on the flanks of Lex's car. The suspension might have been shot, too; Porsches weren't meant for off-roading like this, he was sure.

"Why here?" Clark wanted to know.

"It's tall," Lex supplied. "It's remote. And you've been up there before, with Lana."

"Yeah," Clark admitted, feeling a little warm and fuzzy at the memory. Life had been a lot less complicated back then. "I forgot how high up it was, when I got up to the top and just looked out at the city."

The car beeped as the doors locked automatically. "Come on, then," Lex said, striding towards the windmill.

"Whoa, wait. We're climbing up there right now?"

"Why not?" Lex asked.

"It's just--I mean--" Clark looked at Lex, in his silk shirt and good wool slacks and what were probably $500 Italian loafers. "You're, uh, not really dressed for climbing."

"It's a windmill, not Mt. Everest," Lex said dryly. He put one hand on the ladder, then a foot on the bottom rung and hoisted himself up. "Come on, Clark. We don't have all day."

Clark swallowed and followed Lex up, trying not to stare at Lex's butt the entire time. He looked fixedly at his hands instead, concentrating on putting one above the other and trying not to look down. The back of his neck itched.

"Clark." Lex sounded amused. "You're at the top."

Clark looked up. Sure enough, Lex was perched on the viewing platform with a smug look on his face. Muttering uncomplimentary things about unsympathetic billionaires who might or might not be bald and evil, Clark hoisted himself up on the platform with Lex. They arranged themselves until they sat side by side with their legs dangling over the edge, Clark still carefully not looking down.

"This is a very nice view of Metropolis," Lex said.

"Yeah," Clark said. "You can't get a view of anything from the windmill at the farm."

Lex made a small noise of affirmation. "Curiously," he said, "the fear of heights has little or nothing to do with fear of flying. The difference is that in, say, an airplane, there is no visual correlation between the aircraft and the ground."

"Uh. . . huh." Clark was having trouble seeing how this related. Heck, he was having trouble understanding what Lex just said.

"There are, as I said before, several ways to overcome a phobia," Lex continued. "In flooding, you immerse the person in the fear reflex until the fear itself fades away. Which is what we're doing right now. Look down, Clark."

"Nope," Clark said, looking straight ahead.


"No way," Clark said. "C'mon, you understand. You got asthma attacks when your dad made you do this."

"That was a very long time ago."

"Like that makes a difference?" Clark closed his eyes. "No way I'm looking down."

"Just for a moment," Lex said. His voice had turned coaxing. "Just one second." Clark swallowed. Lex was really, really good at using his voice. At times like this, it was really easy to see how Lex got perfectly adult men with mortgages and bills to fall behind him in a desperate attempt to form their own company. "Just one second, and that's all."

Clark opened his eyes and looked down just long enough to get an impression of a ladder stretching down and far away, blurred green fields, and the Porsche, looking very small and silver. His hands tightened on the edge of the platform enough to make the wood crack and splinter. He slammed his eyes shut and snapped his head back up.

"Clark," Lex said. His voice was really close.

"I did it," Clark said. "One second. Might've even been more than one second."

"Yes," Lex said. "Now turn this way."

Clark turned his head. Warm lips met his; he was so surprised that he opened his eyes, and he realized that Lex was kissing him. So he closed his eyes again, because it was too much. He felt like he was falling, or flying, or maybe he was just falling up. Lex had brought his hands up to Clark's hair, and that made Clark remember that he had arms too, and that he could wrap them around Lex's warm, strong body and hold him closer while their mouths met again and again, tender and sweet.

They were both breathing faster when they parted. Lex licked his lips.

"What--" Clark started.

"In counter-conditioning," Lex said, "you substitute a different, more positive response for the fear response in the presence of the stimulus." When Clark just stared--Lex seemed to keep forgetting that Clark did not think like an encyclopedia--Lex explained, "You train yourself to feel good instead of scared."

"Oh." Clark said. Then it clicked. "So if I look down, you'll kiss me again?"

Lex smiled, and Clark discovered that it really did feel like his heart was fluttering. "You've got it."

So Clark looked down again, giddy with joy. This time, he felt like he might fly.