by Kel

Title: Fulfillment
Author: Kel
Pairing: Martha/Lionel
Rating: NC-17
Spoilers: Insurgence
Warnings: kind of negates all the episodes after Insurgence Summary: Martha and Lionel find a deep affection for one another. Notes: Dedicated to Cat.

Martha glared at her husband and her son. "Jonathan Kent, it was your idea that I keep working for Lionel. Your idea to see what I could find out about his probing into Clark."

"I didn't know that meant you were going to be spending every minute of your time with him!" Jonathan glared angrily at her.

"Your choice, Jonathan. I was ready to resign--I handed you the resignation and you wouldn't let me do it. Now this is what you wanted, and you've got to deal with it! He's expecting me, and I'm not going to be late." She slammed the door in her family's earnest faces, and leaned against it for a moment. Balancing act... she'd been balancing things since the day she married Jonathan Kent, and there was nothing different today.

Her little green Honda was sitting in the driveway, just waiting for her. She'd run it through the only car wash in town, and it was as close to clean as it ever got.

Tossing her briefcase into the passenger seat, she cranked the little car and rested her head on the headrest. More juggling, and if she weren't so genuinely happy at her job, then none of it would be worthwhile.

She'd learned how to juggle when she first married Jonathan. Juggling her heart's desire of Jonathan and her brain's desire to do more with itself than be a farmer's wife. Juggling her desire to have a child with the acceptance of the fact she likely never would have a child of her own flesh. Then Clark had come, and the secret of his origins had been another ball in the air for her to keep aloft.

Now, Lionel and his job offer were threatening to add more balls than she could keep in the air and everything was about to come crashing down on her head.

But there was a strange serenity in knowing that she could lose everything; it was a calming thought that kept her hands steady and her thoughts focused on simply the next thing that came at her, and not on five steps down the road.

The only glitch in that process was Lionel himself. When he was near her, Martha knew that she lost every bit of whatever it was that made her Martha Kent, the careful farmer's wife. Instead, she was Martha Clark Kent, with a mind hungry for the stimulation she'd been denied for a decade and a half, trapped on a farm with the cows and the livestock.

Martha liked the person she became when she was with Lionel, and perhaps that was why she was with him more and more.

Her ruminations stopped as she pulled through the castle's gate, and she parked her car to the side of the garage, just as she always did. Her footsteps echoed in the hallway as she walked down, down past Lex's office, up the small set of stairs that led to the second floor, and to the room that Lionel had commandeered for his own office during his stay here in Smallville.

Lionel was already sitting behind the desk, a glass of brandy in his hand, eyes hidden behind ever-present sunglasses. "Good morning, Martha. Punctual as ever, I see." His walking stick leaned against the desk.

"Good morning, Lionel." She smiled at him, and even though he couldn't see it, the smile carried in her voice. "You said it was urgent, so here I am."

Lionel's smile softened as his fingers caressed the rounded curve of his glass. "Yes, it was rather urgent." He peeled off the sunglasses and tossed them onto the desk. "Martha, I'm about to trust you with a very sensitive, very private piece of information, and I must ask that you not tell anyone about it, despite the fact that I know you will want to."

Martha nodded. "Of course, Lionel, but... are you sure that inside is the best place to do this? Wouldn't you be more... comfortable, outside, in the fresh air?" She looked out the windows. "The fall flowers are blooming in the garden; why don't we take a walk?"

Lionel's eyebrow elevated at that. "Why Martha... I didn't realize you were... aware of the things that went on between my son and I." But even as he said it he rose to his feet, picking up his walking stick and slipping his sunglasses back on.

Martha's arm was instantly present as she met him at the corner of the desk. "I may be a farmer's wife, Lionel, but that doesn't mean I lack intelligence. Clark told me about the wreck Lex made out of his study the other day, and it didn't take a rocket scientist to figure out he might retaliate, especially after the incident at the LuthorCorp tower."

Lionel's chuckle was surprisingly warm and slightly affectionate. "And once again, I must apologize for underestimating you." He took her arm carefully, and let her lead the way out, down the stairs, and through the back doors into the garden.

The feeling of sun on Lionel's face was pleasing to him, and he turned his face upwards just a moment to enjoy it before looking back down at the woman walking with him. "Martha... you and I have worked closely together for quite some time now, and I have come to the conclusion that you are, despite my inclinations to mistrust, someone I can trust."

"Well, I'd certainly hope you felt that way," Martha said. "I've done my utmost to prove to you that I can keep your confidences."

"You've proven that admirably well." His hand went to her wrist, and he felt the larger band of the watch he'd given her on her wrist. "You're wearing your watch."

Martha blushed lightly. "Yes, I am. Jonathan wasn't quite thrilled with it, but he will live." Her fingers tightened briefly on his before returning to her position of unobtrusive support. "I think we're all right to talk out here."

"I think you're right." He took off his sunglasses, tucked them idly in his pocket, and kept walking. "That burgundy color is quite becoming on you."

"Why thank you," Martha said automatically. "I just bought--" Her words froze in her throat as the implication of Lionel's statement hit her full-bore.

Lionel's smirk was just the safe side of obnoxious.

"You--Lionel?" Absurdly enough she waved a hand in front of his face, which Lionel promptly caught.


"What? When? How--how long? You've been--lying?" Martha tried to pull away from Lionel, her expression beginning to show her distress.

"No." Lionel kept his grip firm on her arm, keeping her close to his side. "I've merely been hiding the truth from everyone, including my son. When is a few weeks ago, how long is those same few weeks, and how I am not sure."

"Why lie to me?" Martha stayed tightly to his side as she always did, in case they were being observed through one of the cathedral windows.

"Because until the incident in my office, I wasn't sure that I could trust you. But after you returned the metal disk to me... I knew that I could." His hand rose to stroke her cheek very quickly, and then dropped again. "Martha--"

"You told me you could hear the voices, and that's how you knew where to shoot. You could see all along; you saw everything, didn't you?"

Lionel nodded again. "I have seen everything, Martha... including three bullets flattened against your son's hand." He dipped his hand into his suit pocket and displayed the three misshapen metal slugs for a moment before secreting them away again. "And at the moment? I intend to do nothing about it."

Martha nodded. "All right. But..."

"No. No more questions. You know what you came to find out." He squeezed her hand, a little roughly. "You know what I know. You're free to leave whenever you like."

"Lionel, I'm not going to leave!" She gripped his hand a little harder this time. "I'm not. Yes... I want to know what you knew about my son and what you intended to do with it, but that's not the only reason I'm here. I'm here because I like my job. I like the challenges you give me, and they let me be myself."

Lionel's hand absently stroked Martha's watch, which was adorned with the inscription, with deep affection. "I won't have you working for me if I can't trust your motives."

"My motives? Lionel... I have one motive in mind, and that's doing what I can to help my family. And that includes working at a job I love."

Lionel looked at Martha as they moved through the garden, and into the part shadowed by the house and out of sight of the windows. This was Lionel's favorite part of the small path, though he'd never admit to it, and he walked towards one of the benches. He settled himself on the cool wood and stone, and moved only enough to make room for Martha to sit beside him.

He turned to continue speaking to her, but Lionel found himself instead contemplating her profile. And remembering how warm and solid she'd felt in his arms, clinging to him in fear, seeking comfort. He put his arm around the back of the bench now, barely around her shoulders, but it was enough.

"Lionel... I don't want to leave." Martha's voice was soft as she sat beside him in the growing shadows of the wall. "I like working for you. I like the challenge; it lets my mind work, it lets me be who I want to be. If you want to fire me then fine, fire me. But I don't want that."

Lionel meant to answer her; instead he kissed her. Caught her chin in his fingertips, turned her face to his, and kissed her. She didn't struggle and Lionel was surprised; he had expected resistance of some kind. Instead, her mouth opened hungrily, possibly even eagerly, under his mouth. A soft sigh of acquiescence, and Lionel wrapped her in his arms, mouths fused and tongues carefully exploring as Martha's hands slid over his chest and up to his shoulders, one hand resting on the back of his neck.

Martha was surprised to find herself kissing Lionel back so enthusiastically, but her body was ahead of her brain. Her body knew that she'd been wanting Lionel since the first, and her brain quickly agreed. Her hand rested on the back of his neck and when they broke apart, her hand rose to his bearded cheek. "Lionel... why?"

Lionel pulled his head back, separating them a little but not dislodging her hand. "Because I wanted to. You and I, Martha... I won't let you deny that there is something between us." He stroked the watch again. "It needs a better name than just affection."

Martha trembled gently. "You... I don't know what else to call it. I... You're... Lionel, you make me feel. You treat me like a real person, not just an appendage there for you to use, and I value that. So much." She paused, searching for the right words. "You're everything that I wanted as a young woman, and I feel that way around you. I like feeling that way, I like it a lot. You're everything Jonathan's not, and you... you let me be everything that he doesn't. And I need that."

Lionel nodded. He could accept that, for now. He rose to his feet, and held out his hand to Martha. "Let's adjourn somewhere a bit more... private."

Martha blinked at him, knowing full well what he was proposing, and she took his hand. "Don't forget your sunglasses," she murmured softly as she rose to stand beside him.

"Thank you," Lionel murmured back, just as softly, and he put his sunglasses back on. Martha's hand rested on his elbow, guiding him as she always did. "You know, Martha... I'm surprised that you haven't asked about Dominic."

She shook her head. "I try not to think about Dominic," she admitted quietly. "Just as I'm sure Dominic tries not to think about me."

Lionel gave a soft shake of his head. "As well it should be. Don't trouble yourself about how I keep him in line."

"You shouldn't have to resort to things to keep him in line." Martha was trying very hard to put it out of her mind. "Let's not talk about Dominic, hmm?"

"As you wish." A small smile accompanied the concession.

"Thank you." The steps were easily navigable, and Lionel bypassed his office entirely as they wound through the halls to his suite of rooms. "Would you like a drink?"

"No, thank you," she declined with a grin. "I don't drink."

"Oh?" Lionel made his way to the small table that held his scotch and his glasses. He poured himself a shot from the heavy decanter, and raised it to his mouth.

"No, I don't." She made herself busy in the room, folding his jacket over the chair, tucking his stick in the corner by the bed, all the small things she'd done when he couldn't see. Things that now seemed ridiculous knowing he could see everything she did. "But please, don't let me stop you."

"I haven't." His amusement showed, both at this, and at her previous statement about Dominic, and he smiled.

"I've noticed," Martha said, amused at his amusement, returning the smile with one of her own. "Awkward?"

"Not that I've noticed." The amusement was still firmly in place as he leaned against the table. "You're hovering."

"And you're leaning," she pointed out, taking a position against the tall posts of the bed.

"You realize that we make a wonderful dancing couple here; I lead, you lead, we trade back off." Lionel raised his glass in salute.

"Graceful, aren't we?" She crossed her arms over her chest and smiled widely.

"If I didn't know better, I'd say you were teasing me," Lionel said, straightening and moving towards the bed.

"Should you be doing that in here?" she asked concernedly, as soon as she saw him moving.

"Of all the rooms in this edifice, mine are the only ones that are surveillance free. I know this because I have the room swept for them every week."

Martha nodded, content for the moment as to the safety of Lionel's secret. "I'd guess that would be a smart move." She didn't move from her lean against the bedpost, nor did she flinch when he came to stand close to her.

Lionel was standing just inside Martha's personal space, not quite touching her but close enough they shared the same breaths. "I am a smart man," he reminded her. "I don't make tactical mistakes."

Martha looked up at her. "Is that what this would be? Tactical error?"

Lionel shook his head. "No. This would never be a mistake, Martha."

Martha closed the distance between them by straightening up. "I'll drink to that." She slid her hand down his arm, but instead of taking a drink from the glass, she caught his wrist and pulled him close, taking her taste of the alcohol from his mouth instead.

Expecting bitter and harsh, Martha was surprised to find the taste was smooth and smoky, cutting across her taste buds like a sharp knife. A soft, vibrating moan as she tasted him, and she deepened the kiss, looking for more.

Lionel reached around Martha, set the empty glass on the ornate chest at the foot of the bed, and pulled her close. His fingers swept through her hair, carefully undoing the pins that held her bangs pushed away from her face, and used his grip on her hair to pull her back for just a moment. "Martha... are you sure about this?"

Martha nodded. "Yes, yes. I am sure. I've... I've been thinking about you." Usually in the dark of night with her husband asleep beside her. "I've been wanting you. I just... I was a coward."

"Coward? No. Cautious. Hedging your bets." Lionel's hand continued to stroke her hair. "All the things I've taught you to be and I am proud." He touched her gently.

Martha nodded, and laid her head on Lionel's shoulder. This time, though, there was no fear in the embrace as she stood in his arms. His pride in her both excited her and made her afraid, because she wasn't sure if it were something to take pride in. But in this moment, she also wasn't sure she cared.

She was more than a little tired of being the prim and proper mother, and maybe that was why she'd jumped at the chance to work for Lionel. To be with Lionel. She was more than a little tired of juggling everything. She was just... tired. Of everything. And she looked up at Lionel, surety in her eyes as she smiled. "Everything you've shown me how to be."

Lionel smiled, and nodded. "All right." He ran his fingers through her hair, and let her lead him to sit on the side of the bed. She sat beside him, and her long, delicate fingers tugged his chin so that they kissed again, and her fingers worked at the knot of his tie as their tongues teased each other. As soon as his tie was gone, Martha dropped it on the floor beside the bed as she moved her mouth down his throat. Lionel raised his hands to unbutton his shirt, and Martha followed his fingers, pressing a kiss to the back of his hands as she helped slide the white dress shirt off. She folded it in half and folded it over the foot of the bed, and then slid her hands under the fine linen of his undershirt. Her gentle touch pushed the shirt up, untucking it from his slacks and tugging up, stroking each expanse of skin as it was bared.

Lionel gave soft murmurs of appreciation in his throat as he felt Martha's lips sliding down, and then helped to slide the undershirt over his head, holding his arms up and tossing the shirt to the foot of the bed as well.

Lionel's chest was nothing like she'd expected; it was surprisingly firm, covered with a light sprinkling of tawny hair that had just begun to silver. His nipples stood out, as did the subtle definition of abdominal muscles he was too vain to not keep in shape. Her hands slipped over the six-pack, and she leaned forward to whisper a confession into his ear. "You know, I've actually thought about doing this every time you got on the treadmill downstairs." A light, teasing nip to his ear was followed by a soft giggle.

Lionel's hands rested on her shoulders, massaging them gently through the fabric of her suit. "I didn't know; I'm flattered." He pushed her jacket off her shoulders, watching it pool on the bed behind her, and then moved his fingers to her buttons.

Martha's breath caught in her throat as his deft fingers worked the small buttons of her blouse. "You should be; if you hadn't been in a black t-shirt, I'd have spilled the water on you."

Lionel's laugh was slightly breathless as he undid her last buttons. "You... never fail to surprise me, Martha." Her blouse slid off her arms, and Lionel collected it and the jacket and tossed it to the foot with his own clothing.

Martha's hands left Lionel's skin as she slipped them behind her back, fingers unhooking the familiar clasps of her brassiere and let it fall. Lionel caught it before it hit her lap and he added it to the pile of their clothing at the end of the bed.

It surprised her, that simple anticipatory action, and for a second it made her wonder why she was so comfortable in her own skin with Lionel, like this, when with Jonathan, it was sometimes awkward and hard to be with him. But it didn't stop her from leaning forward into his touch, bringing one of his hands eagerly to her breast. "I don't know why, but I feel so... comfortable with you," she said softly.

Lionel watched the play of expressions over her face, wondering if she were aware her thoughts were showing. There was slight amazement, a puzzled look, a look of hunger and need, and then of excitement, and as his hand was placed on Martha's breast, he kneaded the firm mound gently. "I believe I understand your situation," he murmured softly. "I can't tell you how long it's been since I have truly... had an affection for the person I was with." His thumb rubbed gently over her nipple, squeezing it carefully and rolling it against his palm. "The experience is quite different."

Martha giggled--and the sound surprised her, but made her feel giddy. "So... it's kind of like... the first time for both of us."

Lionel's left hand came to Martha's other breast, kneading it just as firmly as the right, just as gently. "Martha," he chided quietly. "I haven't been a virgin in over forty years; I don't think I could possibly qualify as one now."

She raised an eyebrow at him. "Got an early start on things, did you?" Her fingernails raked easily down his chest, teasing the skin and tugging the hairs firmly.

Lionel growled softly, almost playfully, and tugged her closer to him, her legs sliding to either side of his hips. Pushing Martha up to her knees was simple as he positioned himself beneath her, and his fingers started tugging at the belt and zipper of her slacks as his mouth caught her nipple.

Martha looked down, watching Lionel's head as it moved against her chest, and she slid her fingers through the wavy curls that begged for a touch. Soft and thick, the waves of hair had not seen the touch of a chemical treatment, hair colorant, or styling product, and she buried her hands in the magnificent tresses. "Your hair is beautiful, Lionel; I thought it might have been styled but it's not. It's natural; it's amazing."

Lionel paused in his sucking and looked up at his soon to be lover. "Thank you; I've worked hard over the years to make it become so." He shook his head, feeling her fingers move with the motion, letting her feel the strands sliding over her skin.

Martha purred softly, and straightened over him. She scooted down just enough, and her hands replaced his on her belt and her zipper, and soon they were loose and down around her thighs. Martha rolled onto her back to finish sliding them the rest of the way off, and Lionel rolled over, looming over her as her back arched, pressing her hips to his belly as she kicked her slacks off and down towards the bottom of the bed.

Lionel looked down at Martha, naked underneath him except for peach-colored cotton panties. He ran his hand over her stomach, pressing lightly against the fabric covering her mound, and then down over her thighs.

Martha shivered as his hand touched her, and her thighs spread under the easy touch, making a space for him to insinuate himself between them. "Lionel..."

"Yes?" He moved between her legs as she offered the space, and felt her legs close tightly around his hip. He stroked the taut muscles that hugged him, and he brought her hands to his waist, resting them on his belt.

Her fingers tightened on his belt for just a moment before pushing the leather through the buckle and unbuttoning the button. Her fingers hesitated again over the zipper, but before she could pull it down, Lionel's fingers cupped hers over it.

She shook her head as she looked up at him. "It feels like it should be a mistake, but it's not," she explained quietly. "That's why. I kept expecting to feel something telling me I was doing something wrong--"

"But that voice never came," Lionel supplied softly. "It couldn't tell you that you were doing something wrong because we're not. We're doing something right. Right for both of us."

Martha nodded. "Yes. Exactly!" Under the protective cup of his hand, Martha finished unzipping his slacks, and pushed them down. Lionel rolled over, quickly removing them and rolling back over her, clad only in hunter green silk boxer briefs that fit him snugly, showing off without blatantly advertising.

Lionel watched his lover with a small smile, leaning down from his position over her to kiss her. Accustomed now to the mating of mouths and tongues, Martha met the kiss eagerly, and Lionel cradled the back of her head reverently, lifting her to him as he pressed the length of his body along hers.

A quiet, ragged noise that might have been a moan slipped out of Martha's throat as she felt Lionel's body pressing down against hers. His arms, his chest, and then she almost instantly became aware of the hot length pressing against the welcoming, answering heat between her legs. She shifted her body, lifted up just a little to press back against him in return.

Lionel tightened his careful grip on her head as he pulled back to look down at her. "Martha..."

"Okay." She slipped her hands down her hips, sliding under the elastic band of her panties and pushed them down. She felt a slight moist rush of heat under her fingers as she rolled them down, and Lionel's hand met hers on her thigh and helped to pull them the rest of the way down.

Lionel looked his fill of her as she lay beneath him. Skin that should have been tanned with outdoor work but was instead, pale as milk. Auburn curls that were nearly the same color as the hair on her head decorated the area between her thighs, and it drew his fingers. They were soft and silky, just as the hair on her head was, and he dropped his head to kiss between her breasts and then her stomach.

As Lionel's hands were busy touching her, Martha's hands were just as busy touching him. Her palms rested on his stomach, and then slid down under the form-fitting underwear to push them down. There was a thick cushion of hair that pillowed his cock, which was nearly fully erect as Martha released it. Her hand wrapped around the shaft, looking up for permission before she stroked.

Lionel nodded his permission for her to stroke, and he hissed softly in pleasure as her cool hand wrapped tightly around his cock. "Martha," he whispered softly, dropping his mouth to her shoulder, her cheek, her throat. He pressed hot kisses to the soft skin she offered him, and she murmured her approval.

The bold touch of his cock moved him, and Lionel let his fingers stroke down, over her stomach, teasing the top of her slit before sliding down, feeling the full, wet lips unfurling, opening to accept him inside. His index finger teased first, sliding along the barest inside of her cleft before pressing deeper for admittance.

A squeak as she swallowed her gasp, opening up to him and raising herself to meet his curious touch. "Lionel," she whimpered, her hand stroking his shaft firmly as her grip tightened.

"Don't be afraid," Lionel soothed, kissing her throat and then her mouth again.

"I'm not afraid," she said firmly. And she wasn't. She wasn't afraid of Lionel's hands on her flesh; wasn't afraid of the hard shaft in her hand, wasn't afraid of the feelings that grew in her chest.

"Good." He pulled himself out of her grasp, moving down her body with soft kisses, using his beard to scrape over sensitive skin and eliciting throaty giggles and twitches as he drew his mouth closer to the juncture of her thighs.

The scrape of his beard on her skin was a ticklish sensation, and she couldn't stop the giggles as he slid further down her body. Jonathan's five o'clock shadow was all painful scraping over her skin, and she ended up with red marks all over her skin. Lionel's beard was a soft touch, and she pushed herself up on her elbows, watching as Lionel approached her slit.

There were no red marks in in the wake of his beard, and she stroked his cheek before he reached his destination. "Lionel... thank you."

The sudden gratitude shocked him, and he looked up. "Whatever are you thanking me for?"

Her smile was soft and sweet, eyes full of an emotion neither would put a name to yet. "Because you've been thoughtful, kind, and considerate."

Lionel stroked her stomach lightly with his fingertips, and looked up at her. "I'm only showing you the same consideration that you've shown me, Martha." He smiled a small, gentle smile.

"Then be considerate and don't have on more clothes than the lady," she teased breathlessly, and she rubbed the back of her fingertips against the form-fitting briefs that she hadn't pulled all the way off.

A soft chuckle, and Lionel did it himself, pushing them down his legs and letting them fall, wadded to the floor in his deliberate haste. "There. The gentleman is now just as naked as the lady."

She was nearly a foot shorter than he was, but at the moment it didn't matter. They were the same, and his weight settled back over her. "Never let it be said you're not a gentleman, Lionel." She slipped her arms around him, and linked her hands at the small of his back.

"I do try, though it is nice to hear on occasion, as opposed to, Lionel, you bastard." His smile was slightly sharp, to match the tone of his words.

"Lionel... your parents were married, weren't they?" Martha loosened her grip on his waist to stroke Lionel's long back gently.

"As far as I am aware, yes, and why you're asking that now is beyond me."

"Because if they were married, then nobody can call you a bastard," Martha said simply.

Lionel blinked, and then laughed. A deep, resonating laugh, and likely the first real laugh Martha had ever heard him give. "You... are truly one of a kind, Martha." He kissed her deeply, green eyes twinkling.

Martha grinned back in return, and offered herself completely in the kiss. Her tongue thrust eagerly, meeting each push of his, and she laughed into his mouth as his beard tickled her cheek. She pulled away to rub both sides of her face against the bristly side of his face. "Mmmm... soft."

Lionel held still and let Martha stroke against him, closing his eyes and feeling her body undulate against his as she moved. "Not as soft as you," he said quietly, and then opened his eyes, looking down at her. "Martha... I just want you to know something... the inscription on your watch? It wasn't just a game, or a ploy. It was nothing but the truth."

Martha blushed slightly, but she didn't look away from Lionel, not even when his hands came up to frame her face. "I didn't think it was--a trick, I mean. I know... you don't say things that you don't mean, even in jewelry inscriptions."

Lionel nodded, and he let his head fall until his mouth sucked the soft skin of her shoulder. "I don't." His mouth moved down again, and then he looked up at her. He, in his own way, was as nervous as she, but he was growing hungry for her. His teeth bit down lightly, just hard enough to be felt on her sensitive skin, and then looked up at her.

Martha slid her hands into his hair, and tugged gently, moving his mouth to her breast instead of her shoulder. Then, teasing fingertips slipped down the side of his face, along the trim of his beard, and then down to lift her breast, offering it to him. Her other hand rested gently on the back of his neck, just a little pressure telling him it was all right to move if he wished.

Lionel did move, let her hand guide the hardening nipple into his mouth as he sucked. There was the soft scent of her perfume that lingered in his nose, then the rough feel of pebbled nipple against his tongue as his taste buds scraped across it, and his wide palm cupped the weight in his hand. Martha's hand slipped away to twine back through his hair, and he was rewarded, after a particularly deep suck, with a quiet moan of pleasure and the tightening of Martha's fingers in his hair. Lionel surrendered the nipple with a few last, generous licks before switching to the other.

Her right nipple was almost completely erect by the time his breath ghosted over it, and it took only a small lick to bring the small peak to full hardness before being sucked into his mouth. The moan came quicker this time as cool air in the room hit her left breast, still wet from her lover's mouth.

Lionel felt Martha arching underneath him, and his hands slipped under her, supporting her back and holding her against him. He stroked her chest with his beard, nuzzling her soft skin. "Martha... you'll not stop me?"

She looked down at him, surprised. "No," she answered instantly. "I'm not going to stop you; I want this, Lionel; I need you." She opened herself to him, putting her feet flat on the bed and raising herself to meet his body as it pressed over hers, the hot, hard length of his cock lying against the welcoming cleft of her body. "Please."

Lionel's eyes closed as he felt a deep, guttural growl building in his chest. The touch of her body there against his own fully awakened a need inside him that he hadn't felt in ages; not just a sexual satiation but a deeper connection as well, and his hands moved to still her rocking hips as he loomed over her smaller frame. "Don't beg; you shouldn't have to beg."

"Then don't make me," she answered back simply, and guided his hand down, rubbing the slightly calloused palm over her lightly furred mound.

He got the message and stroked firmly, urging the slickening lips to part under his touch as she made hungry little cries in her throat, staying as quiet as she could as he touched her for the first time.

Lionel marveled briefly at the ease with which his fingers invaded her, having half expected to need to coax the welcoming wetness from her as he had had to with many other lovers. Instead, she was wet and ready for his touch, hot and moist as he thrust easily in her sheath.

Martha cried out, eyes wide and focused on her lover's as his fingers pushed inside her. Slightly rough, calloused from the foil and the pen, and they stretched her wide. Painless stretching as her body remembered the feeling of being touched and entered by a lover instead of plastic, and her cries became hoarser and needier, wanting more than his fingers to touch her. "Lionel... Lionel, please!"

The scent of his lover was thick in Lionel's nose. Exotic and intoxicating, Martha's scent was heady, musky, and wholly feminine in a way that Lionel couldn't describe, just taste on the back of his tongue as he inhaled. Her wetness slicked his fingers, dripped back onto his hand and he could feel the arousal coming from her in waves.

Her muscles rippled around his fingers, her wetness flowed faster and more copiously, and she was begging for him. Again. "Martha... if you have not been adored, then it is a sin." He pressed a kiss to her stomach, then his tongue lapped briefly at the wetness, sating his need to complement her scent with her taste, and then moved over her.

Martha cried out again as she felt his weight shifting over her, and she spread her legs as far open as she could to accommodate him. Broad shoulders, narrow hips and long back, and Lionel fit against her like no one else ever had. The head of his cock nudged against her opening, and Martha pushed his hand away, moving her own down to open herself and help him slide inside.

The hot, hard length sliding inside of her caused Martha's body to jump, and she shuddered. "It's... oh, Christ... been so long." She raised her hips again, feeling Lionel pressing forward into her and met him, urging him to slide deeper, nails in his shoulders giving her traction as she rubbed against him.

Lionel's arms held her tightly, gently, stilling her motions against him for the moment until he could sheath himself entirely inside her. Once he was buried, he looked down at the beautiful woman in his arms, and their mouths met, kissing deeply and tongues thrusting softly as he started to move inside her.

Slow tempo at first, gentle sway of his hips as his body remembered the rhythm of a man and a woman together. Her body surged up against his, each time meeting his thrust with one of her own. Carefully, Lionel let her slide out of his arms, his hands sliding down her arms to link their fingers tightly as he began to rock harder.

Slick heat wrapped around his cock, welcoming each push, pulling him deeper, massaging his length with each stroke. Buried to the hilt with each stroke, skin slapping loudly against skin as their bodies met, the sound of her wetness making slick noises in the quiet room.

The cries from her throat strangled softly, years of biting her tongue and burying her face in a pillow as she gave herself pleasure came to the forefront as Lionel pleasured her now. She could not bring herself to loudly vocalize the pure want and pure heat that Lionel awoke in her, and instead her body did it for her as she rocked with him, squeezing his hands tightly in hers, pressing kisses to his throat and his chest, sucking gentle red marks on his neck as he moved against her.

Lionel felt the tightening of her hands and the response of her body to him, and he shuddered. Her mouth was hungry against his skin, and in the midst of this maelstrom he wondered how such a passionate woman could have gone unnoticed for so long, how no one could have awakened this in her because it was there, right under the surface and ready to be tapped by anyone willing to just try.

It was all the more precious to him that it was a gift given to him, and his next thrusts were hard, rough, and penetrating, answering her body's call for more, for harder, for deeper.

Martha moaned into Lionel's skin, her teeth scraping the hair on his chest as she did, her head tilted back as she rode Lionel's deep thrusts inside her. "Li--Lionel, please... God, I need--yes, more."

He gave it. He gave her more, dropping her hands to pull her hips up, changing the angle of his entry just a little and thrusting so that his cock rubbed against her clit with each stroke in and pull out.

Martha couldn't help the reaction. The cry strangled quietly in her throat but her nails dug into his shoulders, and they dragged down his back. She twisted underneath him, arching up to meet him, rocking desperately against the hard, live shaft that thrust inside her. "Lionel, Lionel, please, I just--oh, beautiful. Too much, need so much." The feeling of Lionel moving inside her was heavenly, and she didn't want to lose it. "Lionel, please."

Hard breaths, quiet grunts, guttural noises all came out of Lionel's throat in response to Martha's quiet pleadings. Silence in the room except for the sounds of two mating bodies, and he dropped his face to bury in the hair that fell over her shoulder. Deep inhalations of the sweet scent of Martha's hair, and he sighed deeply. His movements inside her grew faster, but no less smooth, and then he rolled over. Onto his back, taking her with him so that she ended up on top of him. His hands slid over her sides, up to cup her breasts and to firmly knead pebbled nipples that he knew ached to be touched. "Martha."

Her eyes went wide as they were moved, and it was a position that she'd never been in before--usually she was the one on her back and this was a completely new experience. Her knees rested on the bed on either side of Lionel's waist, and she felt him moving deeper inside her as she settled on top of him. She couldn't help the completely girlish movement of sliding her hand down and feeling him move as he thrust up inside her. She pressed down, instinctively, and then felt one hand on her hip guiding her movements. Lionel guided her in several rocking thrusts until her body had the rhythm, and then he let her go.

Martha braced her hands on his chest, letting her lower body follow the rhythm that Lionel had taught her while her nails flicked over his shoulders, palms rubbing hard male nipples that reacted to her touch. Lionel's hands ran through her hair, fluffing it over her shoulders and down her back as he pushed up to kiss her.

Another change in the angle, and she whimpered into his mouth as her clit was rubbed with every stroke of his cock. So close to a feeling she hadn't had in a very long time, and then a beautifully rough, calloused hand slipped between their bodies and gently rolled the throbbing little nub in agile fingers. Light tugs, a pinch with just the right amount of pressure, and Martha couldn't stop the cry this time. Jagged, harsh, and edged with a near-hysterical pitch, Lionel's name felt ripped from her throat as she came.

Lionel's face twisted in savage pleasure as Martha rode him during her climax. Her sheath gripped his cock tightly, milking him with rhythmic throbs as she rocked on him. He could feel her orgasm sweep over her body, and he guided her arms around him, letting her hold tightly to him as his hand gripped her ass firmly and pushed fully into her welcoming body as his seed spilled.

The hot rush of Lionel's orgasm inside her brought another breathless sob from Martha's throat as she clung tightly to his strong shoulders. Her body felt boneless and sated, and she could do nothing but smile, stroking her fingertips over Lionel's cheeks and mouth, head falling to his shoulder as her breath tickled his skin.

Lionel's own orgasm was intense, sending shockwaves through the rest of his body as his seed was welcomed inside of her. He pressed Martha to him, holding her as tightly as she held him, feeling the whisper of her breath over his skin and he didn't try to hide the single shiver it gave him. "Martha?" he asked quietly, into her hair.

"Yes?" she replied just as softly. She was snuggling against him, she wasn't ashamed to admit it, and it didn't occur to her that Lionel Luthor wasn't a snuggler.

Lionel's question died in his throat, whatever it was, as he felt the warm body of his lover snuggling tightly against his chest. "Never mind."

The End.

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