Rated:R

Disclaimer: Joss Whedon owns AtS. Smallville belongs to the WB and DC Comics

Characters: Fred/Lionel

Spoilers: : Early season 5 for Angel [immediately post the Halloween Episode], anytime during Smallville

Notes:Jinni and I got to talking one day about Luthors in chocolate sauce. She was kind enough to oblige me Lex in chocolate with Cordelia. I reciprocated with Lionel in chocolate with Fred. While I'm completely incapable of writing pure fluff, this comes close for me.


Dedication: Jinni, I hope you enjoy.


Chapters: | One | Awards | Nominations |



Chapter One


Softly, so softly, he traced a finger up her stomach, coming to rest between her breasts. She looked down at him, hair haphazard across her face and sighed. He grinned back, wicked, and touched his
tongue to her pale flesh, hot and demanding. She moaned, wrapping her fingers tight in his slightly curly locks, giving them a tug just like she knew he wanted.

"Now, now, my dear, play nicely," he growled out.

She laughed and closed her eyes, sinking into his touch. He rolled her over, pressing her against the bed, arms stretched up touching the headboard. She felt the scratch of his beard as he nuzzled the hollow of her throat, teeth barely there, hints of predator.

On nights like these she wasn't Fred Burkle, demon hunter, private eye, science director. On nights like these, when her bare skin was caressed by cool silk and the room was lit by candle light, she was simply Winifred. Gone were the crosses and stakes, the widgets and gadgets that made up her lab. Gone were the prophecies, the
vampires, the spells and the danger.

She could look up into the face of her lover and smile, at peace, happy to be away from her life for just a few hours. She knew it couldn't last forever, but while it did, it was marvelous.

It was so innocuous at first, the way it all started. One average morning, if days at Wolfram and Hart could be called average, Angel called her in from the hallway, his face foreboding.

"Fred, I need a favor." He motioned to the chairs across from his desk. "A major client needs some technical advice and I'm not sure who to send."

Fred thought for a moment, glancing down at the reams of paperwork she was avoiding and said, "Which client? And what for? Lorne's not done going through my employees yet, and we don't need another ritual sacrifice addict like we found in accounting."

Angel rolled his eyes. "Yes, wasn't a that fun. Send a guy to audit UCLA and he chops up the bookkeeper. No thank you, not again." He rifled through the files on his desk, sliding one across to her. "It's actually right up your department's alley, someone called Lionel Luthor, a long time client."

Fred brightened up at that. "Oh! LuthorCorp? They've done some fantastic work in the realm of—"

Angel cut her off. "That's great, here's what they want. Who can you spare?"

Looking down at the file in question, Fred weighed her paperwork in one hand, in the other hand the possibility of getting out of LA and away from Wolfram and Hart for even a few weeks, away from Knox's determined courting, away from Wesley's sad eyes, away from Gunn's overprotective legal jargon that she couldn't understand half of anyway, and the desperate need to get away from the queer feeling that things weren't lining up quite right, that there were holes she couldn't quite fill.

Quite emphatically, she said, "Me. We can spare me. After all, who better to help convince LuthorCorp that the LA branch is still 100% behind him and his enterprises than the chief of Research and Development?"

Before Angel had time to say he needed her there, she was already out of the office, stopping by Harmony's desk to give her the travel itinerary. The blonde vampire was more than happy to plan the trip, and even added several comments on how available and desirable Lex Luthor, the heir to the Luthor fortune was, even if he was a few
years younger than Fred. After all, the way Fred moisturized no one would even know.

Not sure if that was a compliment or not, Fred clutched the file and fled back to her lab with a light heart. There was nothing quite like the feeling of impending freedom, the thought that she could go and try something new. She always like adventures, which was part of the reason she came to LA for graduate school to begin with.
Texas was a good place to grow up, but restlessness was part of her blood, and she had to go west.

Okay, so Pylea wasn't exactly the adventure choice of the millennia, but even then she'd learned things. She knew how to make lichen tacos, how to wire a collar so it wouldn't blow off her head, and how best to evade capture by hiding in hollowed out logs. She'd learned how much it took to hold on to your sanity, and how hard it
was to get it back when it was gone. Fred figured there may be times she'd need to know all these things again. She just hoped it wasn't any time soon.

The trip to Metropolis in the company jet was quick, landing smoothly into a blustery day. She'd gone through the complete files, including several pictures of Lex that Harmony had thoughtfully included. The winds swept through the plains, rushing down from Canada, and she was glad she'd brought a jacket. The land of eternal sunshine just didn't prepare you for a late Kansas fall. Her bags and shipping containers were loaded up into the chauffeured
SUV and the driver entertained her all the way to the corporate offices with inane chatter about the wonders of Metropolis nightlife.

Fred honestly couldn't care less if she saw any at all. Her life was entirely too much of the night back in LA.

The labs were almost as impressive as those at Wolfram and Hart, almost, and she gasped in delight at the top of the line mass-spec in one corner, pristine and gleaming.

A white-coated man walked briskly over, clipboard in hand. "Ms. Burkle? Francis Wallace. I'm delighted you made the trip here in person. We've got quite a few things to work on and LuthorCorp is pleased to have you on board with this. We've always had a wonderful relationship with Wolfram and Hart. It's some of your technology
that's giving us the trouble, and we'd rather have the expert take a look than fiddle around ourselves."

"Oh, it's not a problem, really. I've always wanted to come to Kansas," Fred said, only lying a little bit, sliding her glasses up her nose and fishing out her PDA. "So, it says here that you requested help calibrating the crystal in the MD314? Why don't you show me what you've got?"

It went on that way for the next two days, problem shooting and discussing things with the staff. Fred found them more helpful than she expected, scientists were often very protective around their research, and while the fact that Wolfram and Hart were their lawyers indicated some evilness somewhere, she enjoyed the environment of men and women dedicated to their work.

On the third day, however, something was different. The extra straightening of ties and hemlines clued Fred in, a bit belatedly, that perhaps she should have worn something a bit, well, more professional than her standard LA wear of skirts and ruffled top, her hair up in a loose ponytail.

A brigade of suited men and one very high-heeled woman swept through the corridor, stopping to gaze through the glass at the staff. One man in a knee-length coat, short beard, longish curly hair stood apart from the others, whether they gave him space for fear or respect she never knew. He stared at her for a moment, pale eyes
intense, as she nervously tugged at her skirt, feeling very thin and rather out of place, before he tilted his head and frowned. He barked out a question to which the closest suited man jumped and flipped through a notebook, answering nervously. The man's eyebrows went up, Fred thought she recognized him from somewhere but couldn't place him, and he laughed. The entourage continued down the hallway, a flock of determined kites trailing after the man in the coat.

Francis Wallace breathed a huge sigh of relief. "Thank god that's over with. I hate it when he comes down here."

"Who?" Fred asked, trying to brush her hair back into some semblance of order in case he came back again, all the while not sure why she was bothering.

"Lionel Luthor, didn't you recognize him?" Wallace slumped into a chair. "I think he just likes to see us squirm. Who cares if we're the ones who really make him all the money; he likes his little games. Arrogant prick."

Fred froze, hand tangled in hair, paused in disbelief. That was Lionel Luthor. He was…kinda magnetic. She smiled to herself, Harmony had it wrong, Lex has nothing on his father. She figured that would be it. She had a total of 19 more days left, and she couldn't imagine interacting with the head of LuthorCorp ever again. She was wrong.

Waiting for her as she left for the day, tired and hungry, was the nervous man from before. He stepped forward, several bags in hand. "Ms. Burkle. Mr. Luthor has asked you to meet him for dinner tonight, the Anatole Room, and has provided you with appropriate attire. Checking with your offices in LA, someone named Harmony
seemed to think you didn't pack for occasion." The man almost smiled as he herded her through the lobby.

Fred blinked, "Er, Mister, er, whoever you are. Really, this is nice of you and all, but I do have clothes. I'm here for three weeks." She found herself stuffed in a company car, bags placed at her feet.

"I'm sure you did, Ms. Burkle. Consider this a perk of doing business with LuthorCorp. I do hope this is the right size. If not, please tell Harmony; she said she went through your locker."

Before Fred could respond, the car was moving and she was left staring out at the darkening streets. The same driver from before said she had a little under an hour to get ready and he'd wait outside. She stumbled through the lobby of the Intercontinental, peeking into boxes and bags and rode the elevator in silence to her room.

Whoever had chosen her clothes had excellent taste. A long black sheath dress, elegant beaded wrap, a pair of Bruno Magli shoes she was sure Cordelia would just die for, if she ever woke up. She showered quickly, dressed quicker, and sat in front of the mirror staring at her reflection, trying not to cry.

It was so much like the night they all went to the ballet. Dressed up in all the finery, before all hell broke loose. The night that Charles swept her off her feet, the world was her oyster and all that. It was so long ago it felt like another Fred, the one that didn't deal with the devil for lunch every day.

Gathering herself back together, she applied what little make up she had, fixed the shoes and unwrapped the final bag. A floor- length black cashmere coat, high collar trimmed with some sort of fur, perhaps mink. Fred stroked the collar for a moment, remembering another collar she'd worn all that time ago and wondered if this were another type of ownership? What sort of man sent clothes for a dinner, dare she call it, date?

It didn't really matter anyway, she thought, since Angel already went and sold them all for Wolfram and Hart.

But curious as always, she slipped it on, arriving in the lobby only minutes before the driver waved her outside, holding the door for her with an appreciative smile.

Fred tried to ignore the butterflies in her stomach, rumbling around like a stampede.

The Anatole was discrete, or that was the best word she could come up with. Small entrance, quiet street, not well marked. The concierge held the door open, taking her coat with a nod.

"May we help you?"

"I'm Fred Burkle, I think I'm here to see Lionel Luthor," she said, only feeling a little foolish as she looked around the dim interior, searching for the man in the coat, hoping she wasn't making a mistake.

The host smiled wider then, taking her arm and escorting her to an alcove entirely too secluded for Fred's taste. She wished she'd worn her glasses, but they didn't go with the outfit, and she didn't have a clue as to who else would be there. Somehow she doubted it would be any of the other scientists. In fact, as she slid into the
seat pulled back for her, there was only one other person there, Lionel Luthor himself. He stood as she sat, folding his napkin up with precision.

"Miss Burkle, it's a pleasure. I'm sorry didn't have a chance to meet you before now." He extended his hand, warm and firm. "Lionel Luthor."

"Nice to meet you, but you can call me Fred, everyone does." She blushed as he kissed the back of her hand, eyes twinkling.

"The name Fred doesn't become such a lovely young woman as yourself. Winifred suits you much better."

Fred blushed again. "Thank you, Mr. Luthor."

He grinned. "Please, call me Lionel."

And she did. They started with crab cakes and moved on to salads before he leaned back, hands steepled in front of his face. "So, Winifred, how does a woman such as yourself become chief of research at Wolfram and Hart?"

Fred froze, hands going still, butter and roll abandoned. She had almost forgotten he was a client, that somehow, sometime, he had made whatever deal with whichever demon of choice and was reaping the rewards. He looked at her with curiosity, as if he wanted very much to know what she were thinking, a desperate search in her for a
kindred spirit. She watched him warily, like she had so many in Pylea, waiting for the chance to bolt. He saw this and smiled sadly.

"I don't mean to cause you any alarm. I merely wondered how a theoretical physicist, and yes, I looked up your published works- very impressive, went from working at UCLA to her doctorate, disappearing for five years, resurfacing only to become head of one of the most exclusive and cutting edge research facilities in the world? It's…intriguing." He paused, turning over the steak knife with one well manicured index finger.

She thought for a moment, willing herself to remember why she was there, working for the enemy, like she had so many times before, but came up frustrated at the lack of consistency, the feeling that the threads of her memory didn't line up quite right, not smooth at all, the nap catching.

Whatever he took from this silence, he seemed pleased, leaning forward with a conspiratorial gleam in his eye. "Well, my dear, I am assured by my staff you are most competent and we're lucky that you chose to come visit in person. For that, you have my gratitude."

Fred smiled, relieved, and took a bite of salad. He reached across the table, laying his palm on her forearm. "Perhaps you could do with a bit of company while you're in town? Metropolis can be a fine city, especially if you know where to look."

The warmth of his hand, the flicker of honesty in his eyes, the hungry tilt of his shoulders, and Fred couldn't help but feel flattered. She looked at his face, weathered with the sharp intelligence of a true predator, and wondered what it would be like just to give in, take what it was that everyone thought those at Wolfram and Hart took from those they dealt with. She breathed deep, covering his hand with her own, and smiled.

"I would be delighted."

The next night was the ballet. He had asked her likes and dislikes, things she missed living in LA, and she'd mentioned her love of dance. How she's spent hours as a child twirling around her bedroom, reciting the periodic table of elements to the tune of Swan Lake. He'd laughed, touched by her lingering innocence and appeared at her hotel with tickets to the Firebird, his private box at the Luthor Hall.

She'd clapped her hands in delight, leaning over the balcony railing, fingers drumming in time on the mahogany. Under her breath she hummed the time tables, leaning into Lionel's hand has he laid it gently on her lower back.

After the ballet came drinks, Lionel holding her arm as she exited the limo. This time she was dressed in deep burgundy, crushed velvet fitting her like a glove. She thanked him again for the clothes; he waved the gratitude away with tentative sigh.

"Winifred, you have no need of that. I'm just happy to…" he trailed off, looking at the Metropolis skykine. She watched the wrinkles at the corners of his eyes deepen, wondered if he too were hiding from his life every once in a while. She snuggled closer, relishing the companionship, and smiled up at him.

"I understand." And she did. In the next few weeks it was even more apparent- the way he never mentioned his son, never talked of his work. The way he studiously avoided all mention of business, particularly LexCorp, particularly the town called Smallville. Fred read the papers, she knew the public politics, and part of her felt
for this ruthless man at her side. Even demons could feel, or so had the ones she'd met. Who was she to judge?

He curled his arm protectively around her waist, leaning in to breathe into her ear, "Thank you."

Drinks were divine, Italian cordials, French aperitifs. The room was warm and cozy; she shed her coat and leaned up against him, wondering what it would be like just to let go. He didn't seem to wish her any harm, and a quick check at the office that morning confirmed that he'd not formally sold his soul to any of the major demons. Angel had been a bit unnerved by the inquiry, but it was Harmony who Fred could picture throwing up her hands as she
said, "But, Fred, what about Lex? He's such a hottie. Lionel's just… old. Ew." This coming from a vampire who could live lifetimes.

When drinks were done and the driver cruised back to the hotel, Fred leaned over and planted a kiss on Lionel's cheek. He seemed almost surprised before capturing her jaw in his hand, fingers smooth and firm, as he turned her back to face him. She blushed, embarrassed at her informality, stuttering out an apology before he covered her lips with his own, soft and insistent.

The kiss lasted only moments, but Fred swayed when released, hand just touching the door handle as if she couldn't decide whether to flee of melt into the plush leather seats. Lionel chuckled. "What an interesting turn of events, my dear. Perhaps you'd like to join me again in a few days?" When she nodded dazedly, he brushed the
back of his hand on her cheekbone, tucking the hair behind her ear. "Seven o'clock then, two days from now."

Released on the marble foyer, watching the car drive away, Fred touched her fingers to her lips and wondered just what she'd gotten herself into. What this entirely scary man named Lionel Luthor could possibly want from a wallflower named Fred Burkle. She stopped herself, foot on the step into the lobby and whispered, "Winifred. Here I'm Winifred."

Two nights later, Winifred went to dinner at the Utopia Room and had a wonderful Dover sole. She drank deep red wine that made her blood hum. She had dainty morsels of chocolate that melted on her tongue and made her wonder what the taste of chocolate would be on Lionel's skin.

She wasn't even embarrassed when he caught her staring.

When the car pulled around to her hotel that night, she asked Lionel in for a nightcap, giggling at the phrasing, startled and pleased when he accepted. They retired to her rooms, which she was infinitely glad she'd cleaned earlier, and she closed the door awkwardly behind them. Twisting one silk covered ankle behind her, she blushed, waving at the bar.

"Please, help yourself."

He did, pouring a scotch for them both, lips twisting up in a smile as she politely choked down a swallow. She blushed. "I'm sorry, I'm just not used to…" She looked up as he caressed her upper arm, drawing her closer.

"This? You're not used to this?" He leaned down, kissing the hollow of her throat, letting his tongue trail to her earlobe, voice so soft, "But you could be, given time."

She breathed out, "Yes, oh yes."

And then Lionel helped himself to Winifred. She fell back on the bed, fingers tugging the buttons of his shirt, impatiently yanking his tie out of the way. He growled a bit, pushing her shoulders to the soft down comforter, running his hands down her sides to rest at her hips.

"What a fascinating young woman you are, Winifred, to waltz into my life. When you are gone, I think I'll miss you."

She didn't know what to say, silent on the covers, as he removed the dress, inch by inch, savoring her skin as it came into view. She relaxed, content with her decision to let things go, to be Winifred instead of Fred, and tangled her hands in his hair.

He leaned above her, lips just touching hers, and whispered, "You tasted the chocolate earlier tonight and you wondered. I saw those bright eyes of yours; why not try it out?"

She squeaked in surprise as he stood, stripping his clothes into the pile on top of hers. She heard the click of the refrigerator door and then he stood above her, bottle of chocolate in hand. She sat up, smile wide, cheeks pink, as he held it out.

"Oh, Lionel, you…" She giggled. "Roll over."

He tasted of cocoa, of male, of hot power under the skin. She bit his shoulder lightly, felt the scruff of his beard on her cheek, the pale softness of his skin. He moaned and squirmed a bit, pleased, and Fred wiggled further down, breathing hot on tender flesh. Tasting the tip of him, she hummed, reminded of the Firebird and
chanting times tables with his hand warm on her back. She took him inside her mouth and held his hips tight as he arched from the bed.

Too soon, he drew her up, arms tight around her, and rolled her over. "My turn," he murmured, taking the bottle of chocolate from her hand, trailing a line across her breasts, circling her nipple. She gasped at the chill, shocked at the heat of his mouth as he bit down, firm, making her chirp aloud. Surprised at herself, she barely had time to look up before he'd pinned her arms down, sliding himself up between her legs, teasing her.

She smiled with gleeful abandon, thinking of the other Fred, the one who worked late and had no time for fun, the one who slaved away in a lab that she knew produced terrors world wide, the one who had almost forgotten what it was that she fought for. She was gone, driven away in the demanding push from the man above her, washed away in the shudder of ecstasy that left her drained and complete.

And on nights like these, she was content in her skin. They would come to an end, as all things do, but while she was there in Lionel's embrace, she could hardly care less.


~Fin~

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