She Was

Title: She Was

Author: MitchPell

Disclaimer: I don't own anything that has to do with Smallville, it's characters, DC comics, or the WB. Also, I don't own anything that has to do with Mark Chestnut, his song "She Was," or any companies that were needed to make and produce it. I'm just using their stuff for a little bit of non-profitable fun.

Authors Notes: I kept hearing this song over and over again on the radio. And, just as I do with everything I really like, I kept trying to relate it to Smallville some how. At first, I kept trying to fit it into a Lex and Chloe universe. But then I thought it was best suited for Lionel and Lillian. I hope you enjoy it. And, as always, any and all feedback is appreciated. My thanks go out to Adri, my best online friend, and the best beta I have!

Summary: Sometimes, note the sometimes, I don't think Lionel was always a total and complete bastard. I just think that his heart died with the woman he loved.

Email: mitchpell@yahoo.com

She lay there, counting the ceiling tiles above her bed, waiting to hear the sounds of her parents' footsteps leading them into their room for the night. She was nervous. God she was so nervous. But this felt right. Everything about it felt right. And if her parents couldn't feel it as well, there was nothing she could do about it. She had tired to convince them, tried to make them see how much he meant to her. But they had fought her every step of the way.

They didn't believe that someone as young as she was could possibly know what it meant to be in love. But she knew. She knew the minute she laid eyes on him, that she would marry him. It didn't matter that he was from a less than middleclass family. It didn't matter that most of his clothes were hand-me-downs, or that his car didn't always start. What mattered was that he was intelligent, caring, and a fighter. She believed him when he said he would make something out of his life, that he would build his empire then come back and show them how wrong they were to overlook him.

She smiled as she unconsciously toyed with the small ring on her thin finger. She thought back to their conversation two days ago. They had meet at the windmill in Riley's field, just as they had every night for the past two weeks. He had sat with his legs dangling over the edge of the small platform on top of the structure, idly running his fingers through her long red hair. Her head rested in his lap, and they both stared out at the lights of Metropolis.

"I could rule that city one day, Lilly." He snorted. "Hell, I could probably rule the world."

She chuckled. "Could rule the world, huh? Why the doubt?" Though she wasn't watching, she could feel him shrug his shoulders. She pulled her eyes away from the city lights, and looked up at him. "Don't ever doubt yourself, Buns. If you want to rule the world, I'm certain that you will."

He looked down at her, and she knew that he saw how serious she was. She made sure that he knew that she had faith in him; that she believed that he could do anything.

He gazed into her eyes and smiled. "I could rule the world, Lilly. But I wouldn't want to unless you were by my side to share in all my glory."

She watched as he reached down and gently took her hand in his. Then she felt the coolness of the ring sliding onto her finger. Her tears burned behind her eyes. But she forced herself not to cry.

"Will you, Lilly? Will you stay with me and share your life with me? Forever?"

He sounded so certain, but she could see the doubt in his eyes. She hesitated, but only for a second. "Yes." Then she kissed him, deeply and with all the passion she could muster. When they finally pulled apart, she asked, "What about my parents? They will never approve."

She watched as that mischievous glint appeared in his eye. She hated the uneasiness that coursed through her body at the site of it. It frightened her. It was the only proof of something dark and dangerous about the man before her, the man she loved.

"Run away with me," he whispered in her ear. She looked at him, letting some of her apprehension show. He smiled even more, and the glint in his eyes intensified. "Run away with me. We can go to the city, get married. I received my acceptance letter to Princeton, today. They're giving me a full academic scholarship. We can get a small apartment together. I'll get a part time job. You won't even need to finish high school. I'll take care of you, Lilly. I promise you that."

This time she didn't hesitate, before giving him her answer. "When? When can we leave?"

"Give me two days."

As always, he was true to his word. That afternoon, she had found a note in her locker. It was short, and to the point. As she looked up at her ceiling she went over the words in mind.

Lilly,

Meet me at the windmill tonight at midnight. Everything has been arranged.

Buns.

She let a soft laugh escape her lips. She couldn't remember how or why the nickname had come about, but it stuck.

Finally, she heard her parents' footsteps heading into their room. She waited another half hour before slowly getting up. She grabbed the bag she had packed earlier that day, and snuck out of her bedroom. She crept down the stairs and past the kitchen doorway.

"Are you sure, he's the one?"

She was so startled by her mother's voice that she nearly dropped her bag. She quietly retraced her steps. When she reached the kitchen, she looked in to see her mother sitting at the table.

"I thought you had gone to bed." She chided herself at the ridiculousness of the statement, but it was the only thing she could think to say.

"I couldn't sleep. I just had this feeling that something was going to happen tonight." She gestured towards the bag. "I guess I was right."

"Don't try to stop me, Mom. I know you and dad don't agree, but I know this is right. I can feel it."

"I'm not going to try and stop you, Lillian. I just have to know that you're certain that he's the one. I need to know that you've thought this through. You're only 16. If it's right, then you can wait."

"I have thought it through. And I wish I could wait. But something in my gut tells me that I don't have time. I have to take this chance while I still can."

Her mom just nodded. "Then I want you to know that you have my blessing."

She didn't know when she had started crying, but she could taste the salt on her cheeks and lips. She let her mother pull her into an embrace. "Thank you, Mom. You have no idea what that means to me."

"Don't forget us, Lilly. We might not always agree with the decisions you make, but we will always love you."

"I know, Mom. I know."

They continued to hold each other for a minute, until she pulled away. "I have to go. I don't want to keep him waiting." She kissed her mom quickly on the cheek, and then walked out the door.

She started her new life

Ten dollars in debt

But that's all it took to get started back then

A trip to the courthouse across the state line

No one could stop her

She'd made up her mind

He was 18

She wasn't

But she said she was

And never thought twice

Came back home as my daddy's wife

She just shook her head

When her momma said

Are you sure he's the one

And she was

Lillian sat on the edge of the tub in the bathroom that adjoined their master bedroom. She couldn't help but think back over the past ten years of her life. So much had happened so rapidly. Lionel had finished undergraduate school, with degrees in Chemistry and Economics, in only two years. He immediately started working on his PhD degrees in Biochemical Engineering and Macroeconomics, at Yale. He worked ceaselessly, mornings, evenings, even weekends. Weeks would go by where they would hardly see each other at all, let alone speak to one another. But she would always feel him slide into bed with her late at night. She knew that he was doing the best he could, that he was working to fulfill his dreams, and hers. But she had to admit, that at times, she was lonely.

All of his hard work finally did pay off, though. She had always pretended to be asleep when he would crawl into bed at night, and he would try not to wake her. But, one night he did. He gently kissed her neck and whispered into her ear.

"Lilly."

"Hhmm?"

"I did it."

"What? What are you talking about?" She mumbled, pretending to be drowsy.

"I did it. I've made our fortune."

She turned and looked at him. She could see that glint in his eye. But she pushed away her uneasiness. Tonight was his night, their night, and she'd be damned if she was going to let a little fear stand in the way of their happiness.

And he had been right. He sold his patent to a small company. The fertilizer he had designed was a major success. With the money they earned, he bought a small plant just outside of Metropolis. He didn't allow the company to renew their patent rights, and instead began producing the fertilizer himself.

In what seemed like one night, they had gone from a small apartment in New Haven, Connecticut to a large penthouse in Metropolis, Kansas. Only a year after opening LuthorCorp, he purchased another plant in Edge City. They even made the Fortune 500. Everything seemed to be going to plan. LuthorCorp stocks seemed on a never-ending rise, they had a wonderful home, but most importantly they were together.

Lionel still put in long hours. Though, he was home more often, and they were able to spend more time together. But, it wasn't all paradise. Whenever he would get a work related phone call, or she would stop by the office, she would see that glint in his eyes. She saw it more and more often, and it frightened her. She was afraid of what the frequency of that glint meant, she was afraid of what her husband was becoming. She told herself it was nothing, that she was just imagining things. It was a lie, but one she forced herself to believe.

The business continued to grow, until LuthorCorp set up their first offices in Europe. She went with him, on business trips. Though she had always wanted to travel the world, it was not the reason she went. She noticed that when she was around, the glint seemed to vanish from his eyes. Lionel seemed more like the man she knew back in New Haven, Connecticut. She hoped that if she stayed by his side, she could stop or at least slow the darkness that seemed to be growing within him.

There stay in Europe was, at times, like the honeymoon they never had. He would blow off meetings, and they would spend all day in bed. They would go to fancy restaurants, tour the cities and the different countrysides. They had been in Europe for almost 6 months, when it happened.

They had made love that night. Lying in bed, drowsy, and in a post- orgasmic haze, Lilly felt it. Her chest tightened, and she couldn't breath. She reached out to him, hoping to wake him before panic truly set in. Luckily, though, he had always been a light sleeper. Their eyes met, and she saw something in him that she had never seen before. Fear. He called an ambulance. And they rushed her to the hospital.

It was a heart attack, a heart attack cause by some genetic heart disease. The doctors told her that she would need a transplant. So they put her on a waiting list, and a million different medications. Two weeks later, they both returned home.

Four weeks, it had been four of the most painful and emotionally trying weeks of her life. Her heart ached, but not because of her disease, but because of her husband. In the two weeks they had been home, he had become distant, almost as if he were trying to cut any emotional ties with her. At times, it felt as if he believed her to be already dead. He worked more. Sure, he had always put in a tremendous amount of hours, but now he worked more from the office, than home. They didn't talk as much, and he rarely touched her. She wasn't sure if it was because he was afraid that she would break, or that he was afraid that he would become sick as well. She prayed it was the former, but she had her doubts.

Now, she was late. She had a failing heart, a husband that seemed to be abandoning her, and she was fairly certain she was pregnant. She jumped when the little timer on the bathroom sink rang. She rose off the bathtub, and looked at the little strip. She picked it up, and went downstairs to his office.

He was on the phone when she entered. He had been working on acquiring a plant in Gotham. And from what she overheard, the deal was almost final. She waited for him to finish his call before walking up to him.

"Did you need something, Lilly? Are you feeling, alright?" He asked

She smiled at him. It was a sad smile, a forced smile. Usually, those words would cause little goose-pimps to rise on the back of her neck. They used to spread warmth throughout her, because of the love they proved he felt. But now, she wasn't sure if he were truly concerned, or if he was simply being polite.

She reached out and took his hand. She kissed it gently before asking. "What would you like? A girl, or a boy?"

She watched as his face lit up. He smiled at her, something he hadn't done since they had been in Europe. "Are you?" He asked while tentatively reaching out to touch her stomach with his free hand.

She simply nodded her head. Fear passed through her, when his eyes adorned that all to familiar glint. But it quickly vanished, and was replaced by what could only be pure bliss.

He rose from his chair, and enveloped her in his strong arms. He kissed her passionately, as if he were making up for the distance he had put between them in the past two weeks. But he was gentle, careful not to cause her to strain herself. They would have made love right there on his desk, but he stopped at the last minute. She could see the concern etched into his stern features.

"I won't risk it, Lilly. I won't risk losing you for a few minutes of pleasure."

He kissed her again, then picked her up, and carried her off to their room, where they fell asleep in each other's arms.

He took a job

And farmed on the side

He made the ends meet

But she kept them tied

Changes were coming to their little world

She said what would you like

A boy or a girl

He said are you?

And she said she was

And never thought twice

'Bout taking' the next step

And building their lives

Soon there were three

And she tried to be everything to us

And she was

Lex sat on the edge of his mother's bed, holding her hand. The doctors said that there was nothing more that could be done for her. She was slipping away from him. It was almost as if he could feel it through her hand, and see it in her eyes. He didn't want her to leave. She was everything to him, everything that mattered. She was the protector of his little world, the only one he truly loved. If she left, he would have nothing, nothing but a cold father, who despised him.

She squeezed his hand with what little strength she could muster. "You'll be alright, Lex. You're strong, and intelligent. It might be tough for a while, but I know you can get through this. I'm certain of it."

Lex fought to hold back his tears. "He hates me. I'm a stranger to him, and I'm his only son. He can barely even bring himself to look at me. How is it going to be all right with you gone? You're the only one who can keep any peace between us."

She sighed and slowly closed her eyes. "He doesn't hate you Lex. He cares for you. He cares for you more than you'll ever know, or believe. His heart isn't impenetrable, Lex. But it does have some of the best defenses known to man."

As much as Lex wanted to disagree with her, he knew she was right. But he also knew that there was only one person who could beat those defenses, her. Julian had come close, but he had died before breaking down that final door. Lex had tried. God knows he tried. But, nothing he did ever seemed to please his father. It wasn't that Lex was disobedient, or misbehaved. He was more mature than most 18 year olds, at the age of 13. He almost always did what he was told. He was at the top of his class in the best schools. He read all the books his father gave him, memorized every word, and passed every test. There was nothing he couldn't do intellectually. And since the meteor shower, his physical abilities were quickly catching up. But nothing he ever did seemed to gain his father's approval. He had stopped trying to make his dad love him, but he still yearned for his approval. Once, shortly after Julian's death, when his mother's health started to fade again, he thought he had finally earned it.

He walked slowly down the hall, to his father's office. Pam had said that he wanted to speak with him. He ran his head over his bare skull. It was a nervous habit he had developed after the meteor shower. When he reached the door, he knocked on it firmly.

"Come in." His father called from inside.

Lex slowly opened the door and stepped inside, closing it behind him.

"You wanted to see me, Dad."

His father never looked up at him. He kept his eyes firmly planted on the pages of the book in front of him. "Sit down, Lex." He said while motioning towards one of the chairs across from his desk.

Lex did as he was told, and quickly sat down in one of the chairs.

His father rose from his seat and turned to stare out the large window that consumed the wall behind his desk. "I received a call from you're principle this morning, Lex. It appears that you're grades are slipping, and I want an explanation."

Lex clasped his hands together in his lap to stop himself from running them over his head. His father hated it when he did that. Though his dad wasn't looking at him, Lex knew that he would know if he did it. It was a sign of weakness, something that was never to be outwardly shown. Lex took a deep breath. "I don't know what you're talking about, Dad. My grades aren't slipping."

"Then what would you call the A- you received on your latest Math exam? Or the incomplete Chemistry assignment you turned in?"

Lex didn't know what to say. He might have been able to explain the Math exam, despite the fact that all of his previous exams had been perfect. But, his father knew how much Lex loved Chemistry, or any science for that matter. Every free minute he had, Lex would spend indulging in any textbook he could find. He read every chapter, worked every problem. He couldn't get enough. So there was no way for him to explain an incomplete assignment, without divulging the truth. But he already suspected that his dad knew the truth.

His father turned and looked at him. Lex immediately looked down at his hands, fighting the urge not to fidget under the gaze. His dad rarely looked at him, and when he did, it made Lex feel dirty. The look of disgust that usually showed on his father's face when he chose to stare at him, made Lex want to sink into the floor, to hide himself from the world.

"Look at me, son."

Lex lifted his head, but he didn't look at his father. Instead he focused on one spot just beyond his father's shoulder.

"Lex, look at me."

Cautiously, Lex met his father's eyes. But he didn't see the disgust that usually accompanied any look from his father. He saw something else. He couldn't quite make it out. It could have been sympathy, or understanding. But, he couldn't believe that his father could show him that much warmth.

"I know this is hard on you, son. It isn't easy for me either. But, life goes on."

It took him a minute to figure out what his father was talking about it. But once he did, everything made sense.

"You're mother is a magnificent woman, Lex. And it will be very hard to give her up. But, you cannot allow this tragedy to stand in the way of progress. She will die, son. There is nothing we can do about that now. You must accept it, and move on. It is what she would want."

But Lex couldn't. Even now, as he felt her life, eek from her fragile body, he couldn't bring himself to accept it. She squeezed his hand, and he looked into her eyes.

"I'm ready to say goodbye, Lex."

He felt two lone tears trickle down his face. "Are you sure?"

She looked into the eyes of her oldest son. Sharp blue eyes that begged her to stay, to hold on for just a little longer, to not leave him alone in this world. She hesitated. She was afraid; afraid of what would happen to two people she loved more than anything, when she left. But she couldn't stay. She had fought with all her strength, but she had lost this battle. She could only hope that her memory would be enough to keep her boys safe. She looked at her son, and at her husband who had appeared in the doorway. They would be all right. She knew deep inside her, that somehow, they would be all right. "I'm sure." She whispered.

She pulled her son's hand toward her, and Lex bent down and kissed her. She closed her eyes, had slipped away to the feel of his single warm tear caressing her cheek.

Those precious moments

Turned into years

In what seemed like the blink of an eye

I held her hand as I leaned down to ask her

Momma, are you ready to say goodbye

She said she was

But she thought twice

Holding my hand as she let go of life

Daddy always said

A woman like her would be hard to give up

And she was

She was

If there ever was a picture of love

She was

The End