FADE IN:

INT. METROPOLIS TOWNHOUSE – NIGHT

A delectable slice of middle-class Americana. Think Martha Stewart with an African twist. Cozy, inhabited - as evidenced by remnants of lives in perpetual motion.

INT. STUDY – METROPOLIS TOWNHOUSE

In the midst of a blizzard of notes sits NORMAN TALBOT, puffing absent-mindedly on a pipe, reading glasses perched dangerously close to the tip of his nose, looking every bit like the scientist and tenured professor that he is. Though he's mellowed with the passing years, his size and bearing provide sporadic indications of the boxer and military man he once was.

Norman scrawls a formula that he revises. He checks the variables with a scientific calculator and makes the requisite adjustments.

Norman's intensity diminishes for an instant as his mind drifts. What if he…? What if he hadn't…? Should he…? Could he…? Maybe, just maybe -

Norman snaps back to reality. At this juncture, "if" and "maybe" were like hope without faith. They weren't worth a damn. More to the point, he knows full well that he can't afford the luxury of dawdling.

Norman exports digital video into iMovie. He ejects the cassette from the camera and smashes it, simultaneously yanking and shredding the magnetic tape.

Hastily, Norman tosses the mangled cassette into the wastebasket. He makes a conscious effort to bury it beneath existing refuse.

Norman pulls up a screen on the computer. In the dim room the glow of phosphorescent numbers glide feverishly over the icy surface of his spectacles.

Norman opens the DVD drive and burns a disk. Though blazingly fast, the process seems to Norman to take forever.

INT. BEDROOM – METROPOLIS TOWNHOUSE

Norman slips the DVD into the pocket of a coat that hangs on a hook behind bedroom door. He pauses, taking in certificates of academic achievement and posters of magicians of old.

Flush with pride, he turns as his daughter JEN enters.

Norman's detached professorial demeanor melts away.

JEN
(enters)
Daddy?

Ok, not exactly the nerd we anticipated.

Standing before us is JEN TALBOT, an attractive, reserved, sheltered, ultra feminine high school senior. Clearly a child of privilege. A Petiteau silver locket dangles from her neck. It's an intricate, beautiful piece. A gift from her father.

Habit causes Jen to fiddle with the locket. She's no hair twister – just a locket twirler. Gender appropriate conditioning means in the presence of all men – even her father – Jen's given to flirty behaviors. From all appearances, she's perfected the art.

JEN
(beat)
Do you really have to?

Norman turns to his daughter. First, everything a father could ask for. Now psychic too? No, just very in tune with her father. Very much "Daddy's Little Girl."

Norman relishes the thoughts that fill him, thoughts of Jen's first steps and debut. He's damned lucky if in a difficult – correction – impossible position. But what's right is right. You teach by example.

NORMAN
It's for the best. I'll be working at Cadmus Labs in two days. And the trial's just next week…

NORMAN
(beat)
I need you to be strong.

Jen nods, grabs her coat.

NORMAN
Library?

Jen nods. Where else?

NORMAN
You're running a little bit behind, aren't you?

JEN
Just a little bit.

NORMAN
Home by 10:30.

Like she wouldn't be. Jen nods and smiles. It's part of the ritual.

NORMAN
I love you, Princess.

JEN
I love you too, Daddy.

INT. FOYER - METROPOLIS TOWNHOUSE – SHORT TIME LATER

ARLENE TALBOT enters, juggling groceries and a briefcase. A doting mother and striking woman, this no-nonsense professional has been Norman's wife for 25 years. A partially read legal brief dangles precariously from one hand.

ARLENE
Norm? Jen? Anybody home?

No stranger to the multi-tasking, Arlene gracefully maneuvers all the moving parts onto the foyer's side table.

Arlene fails to notice that she's been followed inside. A shadowy figure reaches out in the darkness.

MADISON
(whispers)
Shhhh…

It's not the man but the glint of a 9-mm that catches our attention.

MADISON shepherds Arlene into the study where Norman has resumed work. Thin, angular, almost aquiline in his beauty and dressed in what's probably a $2,000 suit, he looks more like a businessman than a hit man. And oh, does he take pleasure in his work.

INT. BATHROOM - METROPOLIS TOWNHOUSE

Jen stands before the mirror, scrutinizing non-existent flaws.

INT. STUDY - METROPOLIS TOWNHOUSE

Even facing the specter of certain death, Norman's love for his wife does not waver.

He extends his hand. Arlene takes it, squeezes it gently.

MADISON
You do understand, Doctor,
(raises gun)
nothing personal.

To Norman's horror, Madison picks up a seat cushion and nonchalantly fires through it.

MADISON
Just business.

A spray of upholstery stuffing drifts, lingering in the air.

Hit in the temple, Arlene drops immediately, knocking a lamp from Norman's desk.

With a vicious swipe of his arm, Madison finishes what Arlene unintentionally started.

Norman's computer topples to the ground, exploding into a mound of shattered plastic and useless circuitry.

MADISON
I do need to get any additional copies of that information though. Anytime tonight, Doc. Sooner's better than later.

INT. BATHROOM - METROPOLIS TOWNHOUSE

Jen reacts to the downstairs' commotion. Though intuition screams "Don't do it!," curiosity nudges "C'mon."

Jen reaches for the middle ground.

INT. HALL – METROPOLIS TOWNHOUSE

Cautiously, Jen pokes her head through the bathroom doorway. She creeps to the edge of the banister.

JEN'S POV

Seat cushion in hand, Madison leads her father into the foyer where her father hands him a CD.

Madison shoots her father. If the previous execution seemed unnaturally slow, this one happens with what feels like cartoon speed.

BACK TO SCENE

Jen stumbles into the bathroom, accidentally knocking an assortment of toiletries onto the marble floor.

INT. FOYER/ BATHROOM/ HALL – METROPOLIS TOWNHOUSE

Caught off guard, Madison reacts.

MADISON
Yoo hoo…
(hell bent on destruction)
Anybody home?

Madison starts up the stairs.

Jen works quickly, opening the window. It doesn't rise more than a few inches.

Clandestinely moving about the bathroom, Jen considers her options.

There are none.

Peeking through the barely open bathroom door, Jen glimpses Madison climbing the stairs. He doesn't seem to be in a hurry. Actually, he seems to take pleasure in what Jen concludes is a snail's pace.

Heart pounding, Jen flattens herself against the bathroom wall and surreptitiously pulls the door toward her. Smalls herself behind it.

From Madison's vantage point, the bathroom appears unoccupied.

Still, Madison enters the bathroom. He makes a quick survey of the area.

Adrenaline surges. Jen's breath wants to come in rapid heaves, and she wants to run. But she doesn't. Somehow, she manages to stand there corpse immobile.

Madison steps out of the bathroom. Starting towards the stairs, he catches Jen's reflection in the mirror.

Jen does not move, let alone breathe.

Jen waits. And hopes.

Madison edges back towards the door.

Jen waits. And prays.

Without warning, Madison flings the door back, pressing Jen into the wall. She cries out, her agonized wail a mix of explosive grief and sheer pain.

Madison snatches her from behind the door and drags her into the hall. He tosses her into the wall.

MADISON
What is it with kids today?

Madison raises the gun.

MADISON
Can't even get a simple answer to a simple question…. C'mon, kid, I say "Anybody home?" and you say…

Jen's gaze defies Madison's attempted reading.

MADISON
Nothing? Emily Post would be appalled. Personally, I blame the Internet. We don't know how to converse anymore.

Madison forces Jen toward the stairs.

MADISON
(malicious)
Let's go and join the family.

INT. STAIRWAY/ FOYER – METROPOLIS TOWNHOUSE

Madison pushes her ahead of him. Jen stumbles. A million scenarios play in a heartbeat. Action hero is not her style, but Jen's smart enough to know when her back's up against the wall. Instantly, she seizes the opportunity the gracelessness affords.

Jen bolts.

MADISON
For crying –

Madison gives chase. He squeezes off a shot and misses – just barely. Plaster, wood and glass explode as -

INT./EXT. FOYER METROPOLIS TOWNHOUSE

- Jen falls through the front door, glass raining down around her as she tumbles down the stairs and onto the street.

Wary of prying eyes, Madison chooses not to take another shot. He appears, a menacing silhouette in the doorway.

EXT. METROPOLIS TOWNHOUSE

Jen sprawls on the sidewalk, the jewel boxed DVD skidding on the pavement in front of her.

Jen doesn't take time to ponder the DVD's significance, making a frantic grab for it and pushing herself up from the pavement in a single move.

Bloodied, Jen runs like her life depends on it.

INT. MALL RESTROOM

Shaking, Jen stands in the middle of the restroom, a surfeit of "fight or flight" biochemical response surging through her body without the benefit of release. She thinks of the line from "The Body Guard."

JEN
"Your hands ever shake Frank?"
(as Kevin Costner)
"Sometimes. It's just adrenaline."

Jen laughs a little, the laughter strained, surreal. Her voice echoes in the empty room.

Jen's suddenly completely silent and incapable of ignoring the reflection that confronts her. The pain of this new, appalling, terrifying reality begins to swallow her.

Distraught but struggling against the emotion, Jen gives herself the once-over.

The debutante we met earlier is nigh unrecognizable.

Jen blinks, shifting gears. She pulls glass from her hair and digs deep, summoning the will that got her through almost twelve years of competitive day schools and far too many cotillions.

She is, after all, her father's daughter.

Jen runs water, takes a towel, and begins very deliberately and methodically to clean herself up, strategizing with each and every gesture.

INT. MALL/ VARIOUS

- Jen grabs jeans, a flannel shirt and a baseball cap. She pays with a platinum card.

- Dressed in the prior purchase, Jen buys an iBook, bag, CD burner, cable – almost forgetting CDRs.

- Jen is seated in a corner booth in a fast food joint, huddled over the iBook. Jen inserts the DVD. iMovie opens, filling the computer screen with her father's likeness.

NORMAN
(seen on computer screen)
Jen, if you're watching this, you don't have a lot of time. I've been dealing with someone at the Justice Department...
(Jen's eyes fill with tears)
I want you to get in touch with Agent O'Brien. He knows about the problems at LuthorCorp… He's a good man. You can trust him. He'll know what to do.

Jen continues watching as formulas scrawl. She dries her eyes and concentrates.

Without warning, her cell phone rings, its tone impossibly loud.

Jen's snapped away from the screen. Who'd be calling during her "library time"? Her friends very much know better. Unaccustomed to things like ringing phones causing such high levels of angst, she hesitates. Should she answer it?

Although…it could just be a wrong number. It does happen.

INTERCUT INT. CAR/ INT. MALL

Alas, at this moment, a "wrong number" is not a possibility. Madison and a COMPUTER GEEK sit in the back of a town car, staring intently at a laptop screen.

Unsure and unknowing, Jen flicks the phone open, and gazes with anticipation at the screen. Ok, if it's Him (as in Madison), maybe she can use caller id to her advantage.

The cell phone screen glows ominously, reading only "Caller ID UNAVAILABLE." Jen falters, then speaks tentatively into the phone.

JEN
Hello?

COMPUTER GEEK
Triangulating…

Graphics form and re-form on the Computer Geek's laptop screen.

Wary, Jen terminates the call. Sensing the need for speed, she scoops up her meager belongings.

COMPUTER GEEK
(true believer)
Technology is our friend.
(beat)
Got it.
(turns to Madison)
Same place as the credit card activity.

INT. MALL

Madison arrives, THUGS #1, #2 and #3 in tow. He gestures, directing the Thugs to spread out.

To her horror, Jen sees not only Madison, but also the three Thugs. As much as she wants to slow down, consider, think this through, she knows this is neither the time nor the place.

Instinctively, Jen hunkers down, pulling the cap deep over her face and moving with a gate that's more bad male drag than anything. Still, the ruse works. Unsuspecting, the Thugs as well as Madison brush by the disguised Jen.

The Computer Geek enters and zeroes in on an intriguing development in the fast food joint. He waves Madison's over.

Madison walks briskly. He stops abruptly. Madison absorbs the scene: Jen's abandoned cell phone and a small heap of scissored plastic that was once a credit card.

EXT. PAY PHONE - MALL

Jen pulls the locket from beneath the flannel shirt. She takes a breath, twists the locket open. Inside: a bright, shiny quarter.

Jen removes the quarter, drops it into the telephone's coin slot, and punches O'Brien's digits, the phone's electronic tones rising like a song of comfort in the night.

Jen inhales deeply, then speaks into the receiver.

JEN
(on phone)
Agent O'Brien. My name's Jen. My father said I should call you if something happened.
(beat; eyes full)
Something happened.

INT./EXT. CLARK'S LOFT – EARLY MORNING – SOME TIME LATER

Feigning disinterest, Clark watches through the telescope as Whitney helps Lana with a suitcase.

The façade goes the way of the dinosaur, revealing a deep well of longing, regret and sorrow.

MARTHA (O.C.)
("You're about to be late – again")
Clark!

Martha's voice disrupts Clark's unmistakably naked emotional indulgence. He hustles out of the loft, grabbing his knapsack.

INT./EXT. SCHOOL BUS

Clark climbs aboard the bus, acknowledging Chloe and Pete. He takes the only available seat near the front, oblivious to Chloe's chagrin.

CHLOE
(to Pete)
Ok, why today? Every time, we bet, you bet against your best friend. Today, you don't – and you still win?

PETE
That's the beauty of statistics. No matter how many times I win, I still have a fifty-fifty shot.

Look at it as a proof positive of the inevitability of the law of averages.

Grudgingly, Chloe offers up a five.

CHLOE
Statistical fact – your luck won't last forever.

Pete plucks the bill from Chloe's fingertips.

PETE
No, but I'll take it while it lasts.

INT./ EXT. SMALLVILLE HIGH

To establish.

INT./ EXT. SEDAN

O'BRIEN, a gentle bear of a man, sits behind the wheel, his face betraying paternal concern. A former college football player, he's faced the arrival of middle age head-on in true defensive end fashion, refusing to let the advancing years negatively redefine his physique.

JEN (O.C.)
I can't sit in that house any more.

O'Brien mentally turns over scenario after scenario. He regards his charge, finally admits to himself there's absolutely nothing he can say. He's been with her since the beginning. He's watched the change, and he knows all too well how headstrong she's become.

O'BRIEN
(resigned)
There'll be plain clothed officers inside.

JEN (O.C.)
(opens door)
I'll see you tonight.

The car door whines open, then closed. O'Brien watches Jen like a dad dropping his kid off for the first day of kindergarten.

O'Brien sighs, utters a silent prayer and starts the car. He pulls off, whizzing down the street.

INT./EXT. POLICE CRUISER

A CORRUPT Smallville COP observes all that transpires with more than passing interest.

INT. HALLWAY - SMALLVILLE HIGH SCHOOL

An unfamiliar student stands, an island in the ocean of high schoolers.

Eventually, we recognize the "unfamiliar student" as Jen. Her hair's different and the softness that initially seemed so much a part of her has been utterly obliterated.

Though Jen looks ready to fade into the woodwork, there's something about her that makes her seem all too eager to kick ass and take names if the need arises. No, the young woman before us is no longer a princess - unless we're talking princess of the warrior variety.

Jen stands at a locker, spinning the combination dial. She tugs on the locker to no avail.

Jen twists the knob first one way, then another, attempting a few permutations, frustration mounting.

Clark enters. He pauses, accessing the situation. He takes note of her difficulty.

CLARK
(beat)
Sometimes, they're a little tricky.

Jen vaguely glances his way and keeps working.

CLARK
If you'd like, I could help you.

Chloe and Pete enter.

JEN
(doesn't look up)
No. I'm straight. I can do it myself.

Clark and Chloe exchange glances. Clark's look: "Well, I tried."

Clark hesitates before yielding to Pete and Chloe's apparently overwhelming desire to get to class.

The trio heads down the hall.

CHLOE
What's the matter, Clark? Kent charm in failure mode?

Clark turns back to see Jen still struggling with the locker. Pete follows his gaze.

PETE
Evidently.
(pokes Clark to get his attention)
Clark, I'm saying this as a friend – let it go. It's just a locker. She'll get it figured out.

CHLOE
You can't help everybody, Clark. And yes, there will be people who dislike even you. But you know that, right?

CLARK
Gee, Chloe, with friends like you two…

CHLOE
Why would you ever look elsewhere for support, reality checks and scintillating conversation?

INT. SCIENCE CLASSROOM – SMALLVILLE HIGH

The SCIENCE TEACHER scans the attendance sheet. Marks a large, red circle around the name "Quinn Donohue." Then writes boldly – ABSENT.

Jen rushes in, obviously late. No books, lugging her coat.

The Science Teacher makes a grand gesture, changing the word "Absent" to "Tardy."

SCIENCE TEACHER
(to Jen)
So glad you could join us, Ms. Donahue.
(to class)
If you would open your textbooks to page 37.

QUINN (Jen) takes the only empty seat.

It's next to Clark.

Clark's not one to be a complete jerk, even after someone's been less than friendly. Nah, let's be real - chick was downright rude. Although he does consider it. For about a New York minute.

Clark edges his book over as the lesson begins. Then it happens. Finally. Eye contact.

Jen gives Clark the once-over. She eventually manages a grudging nod of appreciation.

Clark's easy. He'll take that. He smiles shyly.

Chloe nudges Pete.

PETE
Unbelievable. Didn't he just go down in flames like 10 seconds ago?

CHLOE
Major crash and burn.
(how does he do that?)
But looks like the Kent charm's back online.

INT. GYM – SMALLVILLE HIGH

Pete and Clark gather equipment as their P.E. class winds down.

Clark takes note of the karate club across the way. He spots Quinn, dressed in a gi.

Students scatter. Pete and Clark put away the last of the gear – just in time for Chloe to intercept them.

Chloe glances in the direction of the karate club.

CHLOE
If I didn't know better, I'd swear that was Lana Lang in disguise.

CLARK
(watches Jen intently)
What do you mean?

Chloe, you know Lana's in Metropolis.

CHLOE
(whatever)
Yeah, yeah, gift to the organizer of the most successful blood drive in the history of universe.

Pete watches as Jen approaches the drilling with gusto.

PETE
That is definitely not Lana.

CHLOE
What I'm trying to say here...
(moves to block Clark's view)
…is you haven't taken your eyes off of her.

The height disparity predetermines that Chloe's maneuver will exist solely as an exercise in futility.

In spite of himself, Clark's noticeably amused by Chloe's pathetic attempt at vista alternation.

CHLOE
Which may mean there's hope for you yet. But I wouldn't look to your new friend.

Pete shoots Chloe a look.

PETE
What do you mean?

Clark can't explain but he feels drawn to Quinn. It's as though he senses… something. However, he didn't realize he was so public in the display.

Youth is not on his side. Clark sifts through a few expressions before adopting what he deigns an appropriate look of disinterest.

CLARK
Oh?

CHLOE
I did some digging.

CLARK
Oh...

CHLOE
And this isn't a girl thing.

CLARK
(amused, but struggling to keep a game face)
No.

CHLOE
In spite of my outburst at losing editorship of The Torch, I am generally very –

CLARK
- un girl-like?

PETE
It's what we like best about you.

CHLOE
(sarcastic)
Now I feel unbelievably special.

CLARK
You were saying.

CHLOE
What I was saying was…

The trio glances Jen's way.

CHLOE
…there's something weird about her.
Quinn Donahue. Not Wall of Weird weird but –

CLARK
You know, I was thinking the same thing. It's a little late for a transfer student.

PETE
(to Clark)
Hence, the supremely focused eyeballs.

CHLOE
And since when did we accept transfers without a "student"?

PETE
Come again?

CHLOE
Her file, academic record… Empty.

PETE
How do you –

CHLOE
- creative computing. It's like she didn't exist – anywhere.

CLARK
Maybe it's a mistake.

PETE
(to Chloe)
How can I put this politely? Weirdar please take a holiday.

CLARK
Hello. Can you say "right to privacy"?

CHLOE
Look, I'm just trying to do what Kwan said. Cover news. I thought I could do a profile.

PETE
But if what you're saying is true, how do you profile a ghost?

END ACT ONE


ACT II

INT. GYM - SMALLVILLE HIGH SCHOOL

Chloe, Clark and Pete watch the karate club with elevated regard. The group's begun sparring. Quinn's paired up with a higher ranking KARATE GUY.

Quinn gets the first point. The Karate Guy looks first surprised, then angry. He shakes it off.

CHLOE
(taps Pete)
C'mon.

PETE
Yeah, the Mystery Machine undoubtedly awaits.

Chloe and Pete bound out of the gym. Clark hesitates.

CLARK
(watching Quinn)
And maybe some answers.

Clark follows Chloe and Pete.

INT. GYM – LATER

Quinn's sparring partner bows, shakes her hand, signaling the end of the karate club's practice.

KARATE GUY
Good fight.
(beat)
Say, do you wanna grab a cup of coffee?

QUINN
I shouldn't. I need to get home.

KARATE GUY
One cup.
(endearing and enticing)
One sip?
(beat)
C'mon…

Quinn looks into his eyes. They're the most sincere, warm, inviting eyes she's ever seen. And she is still, well, a girl. She'd forgotten how much she missed being appreciated as such.

QUINN
Okay. Coffee. It is.

KARATE GUY
I'll meet you outside.

EXT. BEANERY/ ALLEY – NIGHT

Karate Guy and Quinn walk silently, looking like a couple in the awkward initial stages of a first date.

Suddenly, Karate Guy yanks Quinn out of view, forcing her into the dark alley.

KARATE GUY
You know, you made me look bad today.

QUINN
What're you talking about?

KARATE GUY
While we were sparring. You got the first point.

QUINN
So?

KARATE GUY
I outrank you. And you're a girl.

INT. BEANERY – NIGHT

Clark, Chloe and Pete gather around a table.

CHLOE
I can't believe we came up empty. I mean, this in the Information Age.

PETE
Maybe you're looking for the wrong thing.

CLARK
And in the wrong place.

CHLOE
I don't see how…

Chloe's voice trails off as Clark starts to hear snatches of other Beanery conversations.

Clark hones in on something disturbing – the ruckus caused by Quinn and Karate Guy in the alley.

Clark rises swiftly.

CHLOE
Clark?

CLARK
I… I forgot to put money in the meter.

PETE
(Clark's already gone)
It's after six.

EXT. BEANERY/ ALLEY – NIGHT

Offscreen, trashcans clatter.

Clark rushes toward the alley and stops short.

CLARK'S POV

Quinn, trashcan lid in hand, Karate Guy face-first in a pile of garbage.

BACK TO SCENE

It takes Clark a moment to absorb what he's seeing.

Clark collects himself, hurries over to Quinn.

Clark touches Quinn gingerly.

QUINN
(stepping away; out of control)
Get off me!

Her fierceness takes him aback, albeit only briefly.

CLARK
(snap out of it!)
Quinn! Quinn, look at me.

Clark notices Quinn's shirt is slightly ripped.

CLARK
(gently)
Are you all right?

Quinn doesn't answer.

A long, uncomfortable silence.

Demons temporarily exorcised, Quinn's posture changes. She frisbees the trashcan lid to Clark.

After determining that Quinn's attacker is all right (wounded pride not withstanding), Clark relaxes. Seeing the humor in the situation, he deposits the trashcan lid on the ground beside Karate Guy.

Quinn heads out of the alley, Clark on her heels. In the b.g., the Karate Guy struggles up.

QUINN
(too composed)
Thanks for the attempted rescue. Really, I'm fine. And don't worry about him. He got what was coming. Things should always be that simple.

A vestige of Jen asserts itself. In that moment, Quinn appears vulnerable, shaken.

CLARK
Do you want to come in, maybe sit down for a minute?

Good Lord, what's it take to get through the wall?

CLARK
(anticipating Quinn's reluctance)
Or not.

Quinn looks to Clark. She isn't sure why – but she trusts him completely.

QUINN
(beat; quietly)
Sure.

INT. BEANERY – NIGHT

Chloe gasps but Clark intervenes silently before she can launch into a full blown "omigod what happened to you" spiel.

Pete takes his cue from Clark and Chloe. Though there's certainly no hiding something happened outside, the two try valiantly to ignore Quinn's appearance.

Clark gestures, excusing himself.

CLARK
(an introduction; heads to counter)
Chloe, Pete…

QUINN
Quinn.

In the b.g., we see Clark ordering a mug of hot chocolate. It's piled high with whipped cream.

Clark brings the chocolate to the table, sets it in front of Quinn.

CLARK
I wasn't sure if... Hot chocolate seemed like the better –

CHLOE
- So, Quinn…

Quinn acknowledges Clark's thoughtfulness with a sip. She wipes whipped cream from her lip and for a moment, almost manages to forget.

At least until –

CHLOE
What brings you to Smallville?

Quinn goes positively rigid.

PETE
(acknowledging Quinn's discomfort)
You'll have to excuse our intrepid girl reporter… She's seen one too many episodes of "America's Most Wanted."

Clark shares Chloe's curiosity, but perhaps because he knows all too well about secrets, that sometimes they need to be kept, and that sometimes, they reveal themselves that he's willing to be patient. However, although he knows it's just her style, even he's uncomfortable with Chloe's conversational ambush.

QUINN
You know… It's… Uh… I'm... I gotta go. Home.

I'm sure Matt's worried about me.

CHLOE
(fishing)
Your father?

PETE
(please no)
Your boyfriend?

Quinn waits for Clark to weigh in. He doesn't.

Absent mindedly, Quinn strokes a small scar.

QUINN
My…guardian. My parents… My parents are…dead.

It's as though all sound's been sucked from the room as the conversation comes to an unqualified, screeching halt. Quinn is not in the mood. Hang out, have a cup of cocoa like a normal kid. Plu-eeeze. What was she thinking?

Quinn exits abruptly.

Clark watches as Quinn walks past the Beanery window. He can't help but do a quick check with his x-ray vision.

Not that it's all that improbable, but given everything that's happened in Smallville, this was not the outcome Clark had anticipated.

Clark's completely floored by the lack of meteor rock contamination. He's now proven to himself that Quinn's just a regular girl on an obviously rocky road to womanhood. Ah, common ground. Except for the "womanhood" part.

Pete and Clark turn to Chloe, disbelief thick in their features.

CHLOE
What?

INT. SAFE HOUSE

O'Brien looks like the concerned parent he's in effect become. He glances at the clock. Quinn's way overdue.

Quinn slips through the front door quietly. She doesn't expect Matt to still be up. But there he is.

MATT
You should've called.
(angry)
We let you –

Although Matt's anger is displaced, Quinn doesn't read it as such. She takes the hostile tone at face value and responds with equal vehemence.

QUINN
- have a life? A life is people who care about you.
(exits)
I got no life.

INT. SAFE HOUSE – LATER

Quinn's clad in an oversized bathrobe. She's had some time to reconsider and recontextualize the twin outbursts.

QUINN
(beat)
Sorry about before. You've been with me from the beginning… And in the beginning, I didn't mind… Wait it out… But O'Brien, I'm hiding out as a freshman in the middle of nowhere.

A shared moment of connection, empathy.

MATT
(softly)
Jen, you got to live to testify.

QUINN
(facetious)
Your job.

I'll do what I can but I won't sit still.

Matt bites his tongue. He knows the drill. He also knows he shouldn't be this emotionally involved, but… Matt shifts back to professional mode. Professional with the patented O'Brien sense of humor.

MATT
(beat)
Moving's good. Makes you a harder target.

QUINN
Goodnight, Matt.

MATT
Goodnight, Jen.

INT. KITCHEN - KENT FARM – DAY

In the b.g., Jonathan struggles with a pickle jar. Instinctively, Clark reaches for it.

MARTHA
(takes pickle jar from Jonathan)
Clark, you've been awfully quiet about school.

JONATHAN
(as Martha runs hot water over the pickle jar lid)
Yeah, son. What's going on?

CLARK
(beat)
There's a transfer student. I don't think she likes me very much. I don't think she likes anybody.

JONATHAN
Well, how do you know?

CLARK
She basically told me to drop dead.

JONATHAN
That would do it.

MARTHA
(twists the pickle jar lid – it now pops open easily)
Clark, I find that hard to believe.

CLARK
Not in so many words.

Martha offers Jonathan the jar. He pauses, selects a pickle.

JONATHAN
(Clark hands him a fork)
Doing a little reading between the lines?

Jonathan puts several pickles on a plate. He offers the plate to Martha, who declines, and Clark, who gratefully accepts.

CLARK
(eats pickle)
I was actually making some headway.

Then Chloe shifted into tabloid reporter mode…

CLARK
I just offered to help her with her locker. Then there was the karate club guy.

JONATHAN
Karate club?

CLARK
By the time I got there, she'd handled it.

MARTHA
So nobody saw you –

CLARK
- didn't have to.

Martha and Jonathan exchange a look.

MARTHA
It was very kind of you to offer to help with the locker – but not everybody knows how to respond to kindness.

JONATHAN
And not everybody's going to like you.

CLARK
I'm not asking her to fall in love with me or anything.

MARTHA
Wait. Did you say she was a transfer student? Isn't it a little late in the year for that?

CLARK
That's what I thought. And Chloe thought. By the way, Chloe said the same thing you did about not being liked.

MARTHA
(jokes)
So much for the wisdom of age.


JONATHAN
It's a fact of life, son. Everybody can't be your friend.

No matter how hard you try, you're going to pick up enemies along the way. Sometimes, for no other reason than being who you are.

CLARK
(only half-kidding)
Sort of like you and Lex?
(beat)
What about if I was somebody else?

MARTHA
Wouldn't make a wit of difference. It's definitely one of our failings as human beings.
(beat)
Clark, you don't think this has anything to do with –

CLARK
- No, definitely not. I can't explain it exactly, but I think she's in trouble.

MARTHA
(sees the absolute possibility)
It is Smallville.

JONATHAN
She's in high school, son. How much trouble can she be in?

Clark wonders. It being Smallville, the mind boggles at the possibilities.