A/N: This is part one of three in this Mionel story. It was originally supposed to be a one-shot, but I got a little carried away. Enjoy! – Elisabeth

Disclaimer: I don't own Smallville. This story is purely for fun.


It was a rainy spring night. Storm clouds had gathered throughout the evening, and thunder rumbled faintly in the distance. Lionel was watching the flashes of light from the window in his office that overlooked the resplendent city in all its glory. He was deep in thought. Having this hour to himself, alone with no one to intrude, it was a sentimental time for him. He could sort out his priorities, troubles, and more personable matters.

Like his relationship with Martha Kent.

Lionel always found a smile when he thought of Martha. She was a special woman, and he didn't really deserve her friendship. He wanted it, though. Knowing that there was someone out there who really cared about him made his life have more of a purpose. Martha made him see with more clarity. She was good, and his hardened heart needed her love. If she would just bestowed him with the affection he craved from her, he knew he would be a different man; more compassionate and thoughtful towards life.

Lionel closed his eyes. The difficulty was earning Martha's trust. He saw in her eyes the distrust in him. He could understand why, and he couldn't blame her, but a part of him was wounded each time he tried to grow closer, but she pushed him away.

Lionel didn't know what he could do to show Martha that he could be trusted. What he did know was that he wanted more in their relationship than a unpretentious friendship. He wanted to show her that they could be compatible together. Any hardships he would bear just for her. She had to understand that.

The next boom of thunder shook the building on its foundation. Lionel felt it in the depths of his very soul. It reminded him that storms had to be weathered in all relationships. That was how life moved forward. There was always the occasional flash of lightening or the drops of rain that were like tears of sorrow.

Lionel had never truly been happy in his life after Lilian died. But with Martha, he felt that invigorating emotion each time she bestowed him with a smile. It was a refreshing feeling from the sea of bitterness that normally raged inside him. It scared him, but he was trying so hard to break the barrier around his heart that made him so bitter. He was ready to change his ways if it made Martha come to him.

A buzz sounded from the intercom, interrupting Lionel's silent musings. He pressed his index finger to the button.

"Sir, Martha Kent is here to see you," his receptionist announced.

"Send her up," Lionel said, pleased but surprised by this visit. It was late. He wondered why Martha was here on this dreary night and not in the cozy warmth of the Kent farmhouse.

Two minutes later, the doors to Lionel's office opened, and Martha came in. Her russet waves of hair were damp from the rain. She looked flustered, but at the same time, radiantly beautiful. Lionel's heart began to race in his chest from the very sight of her.

"Martha! What a pleasant surprise," he said, rising from his desk. He stepped out to greet her. "To what do I owe the pleasure of this visit?"

Martha brushed back a damp strand of hair from her eyes. She was smiling, but the gentle curve of her lips was reticent.

"Lionel, I want to talk," she said.

Lionel noted the hesitancy in her tone. Whatever was on her mind was obviously troubling her. He smiled to try to ease the tension in her rigid shoulders. Martha slowly met his gaze.

"I'm here for you, Martha," Lionel said gently. "Whatever you wish to discuss, I'm all ears." He motioned to the chair behind his desk for her to take a seat, but Martha shook her head.

"Lionel, let me get right to the point. I know there is something between us. I'm not blind to it. But I'm not ready to dive into another relationship, and I thought you understood that."

Lionel was confused now. He furrowed his brow. "I do understand that. I would never want to do anything to deliberately hurt you, Martha."

Martha's lips thinned in a wary frown. "Then why send me flowers? And in the middle of an important meeting, might I add."

Lionel shook his head in bewilderment. "I didn't send you flowers," he said sincerely. Inside, he felt a twist of what could only be the qualms of jealousy. Knowing that another man was striving for Martha's affection was the cause. He didn't like the thought one bit.

Martha's brow creased. The contrast of wanting to trust his denial and distrust him because she believed he wasn't giving the honest truth warred in her eyes. Lionel took a hesitant step forward. How could he prove to her that he was being honest?

"I promise you, Martha," he muttered, almost fervently. "I had nothing to do with sending you flowers. I made you a promise that I wouldn't tarnish our friendship by pursuing something deeper."

Martha glanced away from him and he couldn't read the emotions that played on her face.

"The card said Lionel Luthor," she muttered. "Unless someone is playing with me, what would you like me to think?"

Lionel wanted to reach out and touch her warm cheek, but he refrained from the action, and instead clasped his hands behind his back.

"I don't know, Martha. I only want you to believe my word."

He suddenly had a disturbing thought: why would someone send Martha flowers in his name? Were they trying to hurt her, or was this a dirty trick meant to create a false rumor that could harm her reputation?

Lionel turned away and focused his gaze to the window. He would find out who did this. No one dared to hurt Martha and got away with it without dealing with him.

The rain had ceased a bit. A fine mist played in the glistening lights of the city. Lionel closed his eyes, wondering what he could say to Martha. A tensed silence had fallen over them like the mist that fell outside. It felt like it would be difficult to break, and Lionel didn't want to say the wrong words. Silence was a much better alternative than trying to permute Martha's distrust in him.

Lionel opened his eyes. He caught a glint from the rooftop of the next building. Immediately, his first thought was a gunman, and with a start, he realized Martha had been set up. The culprit who had sent her flowers in his name knew she would come to confront Lionel. It was his chance to get a clear shot at her―or perhaps even both of them―and end their lives with the pull of the trigger.

A plan well devised.

Lionel spun around. Martha was gazing fixedly out the window at the dreary drizzle. She seemed completely oblivious to the danger she was in.

There was no time for hesitation now.

"Martha, get down!" Lionel cried, lunging at her. As their bodies collided and fell in a tangle of limbs on the floor, the window shattered into pieces. A bullet struck the wall behind where Martha had stood only a moment ago.

"Oh my God," Martha whispered breathlessly. She propped herself up on her elbows and stared in open-mouthed dismay at the glassless window. A gust of wind blew in, bringing with it cold mist and a chilly draft.

Lionel knew the danger was far from over. The killer was determined, and he wouldn't stop until he had achieved what he had set out to do.

"Martha, get away from the window," Lionel ordered calmly. "We need to get you to safety and out of harms way. You're perpetually in danger now."

Martha crawled through the shards of glass towards him. She was trembling uncontrollably, and her bottom lip quivered with the realization that she had almost been killed. Lionel did the only thing he knew to console her: he wrapped his arms around her and pulled her into his chest.

"There now, it's going to be alright," he muttered soothingly. "I'm not going to let anyone hurt you, Martha."

"I know," Martha whispered against his chest.

The doors to the office burst open, and four security personnels came in with their weapons poised. Two surrounded Lionel and Martha; the other two moved to the window, shattered glass crunching under their boots.

"Sir, we need to move," one of the men said. "You aren't safe up here. The assassin could still be prepared to shoot—this time to hit his mark."

"I understand that, Horace," Lionel said brusquely, keeping Martha encumbered in his arms. "What I want you to do is secure the perimeter around the building. I'm not taking any chances now."

Horace nodded curtly. "Yes, sir." He pressed the comm in his ear to relay the orders to his subordinates. Then he motioned to the rest of the men, and they surrounded Lionel and Martha in a barrier of protection.

The group hurried to the elevator. Inside, Lionel pressed the button to the garage. He took out his phone to alert his driver of the circumstances, and for him to be prepared.

"Lionel, what's going to happen?" Martha asked, brow creased in worry. She was gazing up at him. Lionel saw trust in those blue eyes that he had come to love, especially when they sparkled ebulliently. Now, they were clouded with fear and apprehension. Lionel placed his hand on her shoulder and squeezed gently to reassure her.

"I'm going to take you somewhere safe, Martha," he answered. "Then, I will have top men track down the assassin who made an attempt on your life. We won't rest until this atrocity is taken care of."

Martha nodded her head once in answer. She placed her hand over his in a silent proclamation that she was willingly putting her fate in his hands.

The elevators doors opened with a quiet whoosh. The driver had the vehicle waiting and stood at the ready; he swung open the back passenger door. Lionel ushered Martha in before sliding next to her.

"You know where to go, Paul," Lionel said.

Paul nodded into the mirror. He knew the drill well.

The next hour it took to leave the boundaries of Metropolis seemed tedious. Paul took several roundabout ways to make sure no one would be on their tail. He was well-versed in getting his boss out of dire situations that called for quick thinking and excellent navigation skills.

Soon, the blur of city lights faded into moonlight slithering through the budding branches of trees. The clouds had cleared and only a few dotted the night sky. The countryside was basked in a pale, ghostly light from the full moon.

Martha had fallen asleep from exhaustion. Her forehead had rested on the hard glass of the window, but Lionel had gently tugged her towards him to let her head fall to his shoulder. He hoped she would be more comfortable that way.

Lionel was enjoying the warmth of her body close to his despite the harsh circumstances of their situation. He tried not to let his thoughts stray to intimate matters, but he couldn't suppress the urge to pull Martha into his arms and hold her. He couldn't deny the strong attraction they shared. If he wasn't trying so hard to keep this wonderful friendship they had cordial, he would have already confessed to Martha what lay unspoken in the depths of his heart―that he cared deeply for her.

Lionel sighed, feeling helpless. He brushed an errant strand of russet hair from Martha's brow as tenderly as he could. She stirred, but didn't open her eyes. Sleep still claimed her in its arms. Nothing, it seemed, would draw her from it. Lionel could only hope her harrowing experience hadn't brought nightmares in its wake.


When Martha opened her eyes, the car had stopped. She blinked in an futile attempt to clear her sleep-lulled senses into waking up. Darkness shrouded the vehicle, but the moon's light was sufficient, and its glow lit up the night.

Martha glanced over at where Lionel sat, but found that she was alone. She scooted over to the window and peered out into the darkness.

Lionel was discussing something with his driver. The man nodded, said something, then the men broke away from their huddle. Martha sat up when the door opened and Lionel glanced in.

"You're awake," he said quietly.

"Awake and wanting to know where we are," Martha replied lethargically. Her eyes were feeling heavy. She wanted to curl up and sleep again, though it didn't seem possible with the experience she had been through involving her life almost being taken. The thought made her shudder. What if that gunman had succeeded in his mission? She hated to think about it.

Lionel extended his hand to her. "A safe house," he explained. "For your safety, it was in our best interest to go someplace where no one would suspect and try and come searching for you. A cold-blooded assassin that is adept at his job won't rest until he has hit his mark."

Martha accepted his hand. His fingers closed around hers and warmed the chill that had settled over her. She slid out into the damp chill, bewildered by these feelings waging war inside her. She was trusting Lionel. Perhaps it was because he was the only person―besides for Clark― who she could depend on in this time of being wary about who you could place your trust in.

Martha glanced around at her surroundings, thinking she could place where she was, but what met her eyes was a landscape of unfamiliarity. There was a thick forrest of trees surrounding them, dark in the black of night, but shielding them from the world that didn't seem to be on their side. She averted her gaze to the dark shape of a small cottage. She couldn't make out much in the dark of night, but she could picture manicured flowerbeds and a picturesque front porch with a swing that invited one to come and enjoy the solitude and peace of being in the quiet countryside.

"It's quite beautiful in the daylight," Lionel muttered close to her ear, as if reading her thoughts. Martha found her first genuine smile since this morning, before all those meetings she had partaken in for her role as senator. It was when she was kissing her son goodbye in the homy comfort of the farmhouse kitchen. Clark had wished her the best of luck with an encouraging smile that said he believed in her. Martha was reminded that despite the drastic turn her life had taken, she could always find peace again in the heart of her home.

Thinking about Clark gave Martha a heavy feeling of worry for her son. She twisted the hem of her sleeve in tremulous fingers, hoping―praying―that he wouldn't begin to panic when he realized she hadn't come home.

But knowing Clark, he would comb every corner of the earth until he found her. She didn't want him in danger, but she also knew he could take care of himself.

"Come, Martha," Lionel murmured, tugging gently at her hand. His tenderness was breaking through the guard Martha had built around her heart to keep him from touching her in a place she wasn't ready to be touched. She was still mourning for Jonathan. But even still, Martha was beginning to trust Lionel, and it scared her.

She followed him wearily up a cobblestone walk to the front porch. Her feet felt heavy, and what she most desired was a hot shower and the comforting warmth of a bed.

Lionel delved into his pocket. He withdrew a key and unlocked the door with a soft click. Martha followed him inside. When he flicked on a light, she had to blink fervently to adjust her vision to the sudden brightness. This wasn't home, but the cottage had a very welcoming feel to it. It reminded her of the farmhouse. The beige sofa that sat in front of a stone hearth beckoned her to get off her tired feet, but first, she wanted a shower. Her hair was feeling tangled and damp from the rain.

"I keep the cottage periodically maintained," Lionel explained from behind her. "For the rare occasions that I need somewhere in solitude to be alone and to sort out troubling matters, this is the place to go."

"It's very nice," Martha said, glancing around in approval. "It reminds me of home."

"I had hoped you would feel that way." There was a smile in his voice. Martha turned to face him. Her breath hitched when she realized how close he stood to her. If she took a step forward, she would be in his arms.

"If you would please tell me where the bathroom is, I would like a shower," she said, stepping back a pace to put distance between them.

Lionel seemed to feel her uncertainty about their close proximity, because he too, took a small step back. "Of course. There is one in the master suite down the hall on your right."

Martha thanked him and brushed passed him to hurry down the hall to avoid anymore discomfort. She found the bedroom and slipped inside. When she flicked the light on, she was surprised by the simplicity of the room. She had been expecting a canopied bed with a satin bedspread and pillowcases. Instead, the four-poster bed had a colorful quilt draped over cotton sheets. The layout of the room had a rustic look to it that invited a feeling of comfort, and Martha was once more reminded of home. Perhaps Lionel had wanted a place that offered more of a humble homeliness to it than a sophisticated one. Whatever his thoughts had been in creating this safe house, he had succeeded in making her feel at home.

Martha slipped into the bathroom. She stripped off her white silk blouse and black slacks. Her fingers were still trembling, but from cold or her shock, she didn't know. She turned the shower nozzle until hot water sprayed steadily out. When she stepped into the blissful heat, she was warmed from her head to her toes. It felt invigorating to have the water wash away the rain and the tightness in her shoulders from her tension. Martha found a scented bar of soap that smelled of roses, and used it to wash her hair and skin.

She was feeling refreshed after the shower. Perhaps still a bit shaken up from her near encounter with death, but it would take more than a safe house and a shower to calm her nerves.

Especially because Martha realized that in this remote cottage in the middle of God-knew-where, she was completely and utterly alone with Lionel Luthor.