Audrey's head whips around, his voice snatching her back to reality.

    "Oh, uh..sure Clark" Audrey says wiping the tears from her cheeks, trying to put on a happy face.

    "Are you okay?" Clark asks, still unsure if he is welcome to sit down.

    "Yeah, I'm fine" she confirms, sliding over on the step to make a place for him.

    He sits down beside her, his large frame dwarfing her.

    "What are you doing up so late?" she asks.

    "I couldn't sleep."

    "Yeah, me either" she says, not looking at him.

    "Are you cold?" he asks, adding "I can go inside and grab my jacket." He begins to get up, but is stopped by her hand on his knee.

    "I'm fine, Clark."

    He looks back at her, it's killing him to not know how she knows him. Always the gentleman, he can't bombard a crying girl for information that is sure to surface soon enough.

    She senses his restraint, looking down she says "It's true, you are very sweet."

    Clark looks at her puzzled. She looks up at him, her lips turned up into a slight smile.

    "I really can't tell you now, Clark" she says bluntly.

    You could knock this superman over with a feather.

    "You look surprised" she says, not sure he understood.

    "I know you're curious about how I know you" she begins. "and I'd love to tell you, but...sometimes things aren't always easy to fix, Clark."

    This hits him like a ton of Kryptonite. What could be going on that he could not help her with.

    He thought that's what his purpose was, to help people. Here she sits alone, crying, obviously in some sort of trouble, and yet she won't allow him to help. He had never had his hands bound in a way that he could not break free of. Yet, she was able to tie them securely. For the first time in his life Clark Kent feels powerless.

    "Are you in danger?" Clark asks quietly, hoping for more details.

    She smiles, and turns away from him, hiding the pesky tears who like to fall whenever this subject comes up. She tilts her head back, allowing them to roll back into her eyes. She's successful at hiding her emotions from him this time. She turns her head back over her shoulder and says "I'm getting sleepy, can we pick this up later?"

    Clark nods, and helps her up, holding the porch door open for them both to both go back inside.

    She turns in the hall and looks back towards him. She can see the worry in his eyes. There's a part of her that wishes she could tell him everything and stand behind him and allow him to protect her. She never dreamed it would come to this. She knows she owes him an explanation. But she knows if she were to tell him she would be putting him in jeopardy. The less he knows about her, and what she knows, the safer he is. She may not have super powers but she would protect Clark Kent and his secret if it were the last thing she had to do. So she holds in all in, and simply says "Goodnight Clark".
 

******
 
 

    Audrey lays restless in the bed. Looking up at the ceiling, tears escape from her eyes, trickling down her cheeks to moisten the sheet. She rolls to her side and closes her eyes, able to escape in her mind once more to where it all began.

    The terrace where she stands feels a million miles away from the world where Audrey feels she does not belong. The people inside continue on with their conversations. The cars below speed along, unaware that time has stopped for the girl looking down at them. She feels a chill go through her. Is it the cold night air, or the electricity between she and the man beside her? She turns to face him. Lex Luthor standswith a devilish grin, his long coat dancing on the breeze. "I'm Lex..." He begins, putting out his hand. "I know who you are" she interrupts, looking straight into his eyes. "You do? I donít recall having had the pleasure" he says, his eyes devouring her. She shakes his hand, her knees weakening at his touch. She keeps her guard up, despite the rush of euphoria she feels flowing through her. She refuses to be just another conquest for the famous Luthors. She begins cooly 'I'm Audrey..." "Peyton" he finishes, just holding off a wink. His confidence both irritates and excites her. She looks at him, trying to read his intentions. The party is full of women who have been eyeing him all night. He has looks, charm, money and power. Everything it takes to seduce a woman, well, the kind he usually entertains. Why is he on the terrace toying with her? She has met men like him before. Those that see women as conquests and objects. Never interested in what they know or do, just what they are useful for that night. She wasn't interested in being another notch on a millionaireís belt buckle, and she was going to let him know that.

    "A pleasure, Ms. Peyton" Lex says, still trying to charm her.

    Her distance towards him is apparent in her eyes. "I think I should go back in and join my guests" she says, turning her back to him, Becoming dizzy from the pounding of her own heart. He puts his hand on her forearm gently, a gesture urging her to stay. Her eyes go quickly to his, hoping the daggers she is shooting from them will pierce into him. The look on his face, the light in his eyes reveal something deeper, more sincere. She tries to fight what her giddy heart is feeling. Her head keeps screaming that she knows better. Warning her of his reputation. But her heart... Her silly heart which seems to have just come alive for the first time, canít help but make her stay outside a little longer.

    "I know what it's like to want to be alone" Lex says, looking off into the distance. "Problem is if you spend enough time by yourself, you start to repel people" he says, his tone less seductive, more sincere.

    "You're not repelling me" she says softly, taking a step closer to him. "It's just..."she begins.

    "It's just that you think I'm like my father" he says turning to look at her.

    "I don't know your father" she says, innocently. He smiles, the glimmer in his eyes tickling her.

    Everyone who has ever drawn breath in Metropolis knows Lionel Luthor.

    "Okay, I know who he is, but we've never met" she says, starting to give into him.

    "It's okay, I've been judged all my life by people. Either by the way I look or by my last name" Lex says, feeling every insult he's endured over the years as though they just occurred.

    Audrey feels awful. She never would have imagined a Luthor being capable of such emotions. She had always felt that way. The awkward artist, always struggling to get by, praying one day she'd catch a break. Now that she had she canít help but keep the walls up and feel like she's not worthy of her surroundings. Secretly fearing one day the veil will come down and they will all see her as an outsider and she will fall farther than anyone ever fell.

    "I'm just a little surprised that you would leave the party to come out here to stand" Audrey states, still curious about his motivation.

    "And yet it's all for you inside and here you stand" Lex says, looking at her. "Maybe you and I, Audrey just don't belong in a world full of champagne and idle chit chat."

    Touche'. It's true. She would happily give up the party, and press and all the money from the sales of her pieces, the position she had fought so long to to secure, if it meant she could spend more time here, exploring these uncharted emotions with the man who seems to want to do the same.

    She looks up at him, their eyes locking. Maybe he is all wrong for her. Maybe they are meant to always live on opposite sides. Maybe her heart will be broken. Or maybe, just maybe, he will change her life forever, and she will change his. Audrey hangs onto that hope, the tiny sliver of hope that this, She and Lex Luthor, could be meant to be. She gazes up into his eyes, opening herself to a world of intimacy with the last man she would've ever expected.
 
 

*****
 
 

    It's a brand new day in Smallville. The morning sun illuminates the barn loft like a warm oven, a delicate orange glow bounces off the rustic wood beams. Audrey sits in the hay door of the loft, drenched with sunlight. Just before dawn, she had retrieved a few of her art supplies from her car, which Jonathan had hidden in the barn. She tries to begin her day with some sense of normalcy, so she sits, painting the landscape of the rural farm. Her hand moves gently gliding the brush across the canvas she cradles in her arm. She seems at peace, able to lose herself in the moment, pour herself into her art as she did in happier times.

    In typical farm fashion the Kentís are also up early. Jonathan, Martha and Clark are sitting around the kitchen table talking. Jonathan, the earliest riser, saw Audrey in the loft as he was making up the feed buckets. They seize the moment to discuss the mystery of their unexpected visitor.

    "She was up last night crying" Clark says, still worried about his predicament.

    Martha and Jonathan look at each other, concern on their faces.

    "Clark, son. Did she explain to you how she knows you?" Jonathan asks.

    "No, she wouldn't say. She said it could put me in danger" Clark says, still confused himself.

    This concerns Jonathan, it's evident on his face. "Danger?" he says, his voice raising.

    Jonathan gets up from the table, beginning to pace back and forth.

    "Jonathan, I don't think she's dangerous" Martha says, defending the girl she shares an unusual bond with.

    "Martha, we donít know who's she mixed up with. What if she's working for Lionel Luthor?" Jonathan says, moving back to the table.

    "What if she finds out about Clark?" he adds, using this as punctuation for his point.

    Martha keeps a blank face, holding onto Audrey's secret. She does not like to hide things from her son and husband, but in this case feels she must. A woman's intuition is a powerful thing, and her gut tells her Audrey can be trusted, Jonathan is not ready to accept that. As for Clark, Martha knows he is capable of protecting Audrey, but until she knows the whole story, as his mother, she will protect him.

    "Clark's going to be careful with his abilities" Martha says, able to hide her knowledge impeccably.

    "Dad, I don't think she's working for anyone. She seems scared about something" Clark says.

    "I just wish I could take it all away for her. She was so upset and there was nothing I could do."

    Clark says, beside himself, feeling utterly useless.

    These words coming from Clark cause his father to sit back down.

    Jonathan and Martha lock eyes, all to aware of the emotions their son is experiencing. It had never occurred to them that he had not had to deal with a situation he could not resolve with the help of his powers. The reality of life being uncontrollable was something they were well accustomed to. But how could they teach this lesson to their son, a young man with powers they had taught could save the world from pain?

    Martha leans towards her son, clutching his large hand into hers.

    Jonathan begins "Clark, I know how much you want to help her, but maybe there isn't anything anyone can do."

    Clark shifts his weight in the chair, his father's words not sitting well with him. His mother senses this and adds "all you can do sometimes is be a friend, Clark. Listening and just being there for someone can be more powerful than all of your gifts combined."