A/N: Just as a warning, Martha might seem a little out of character, but that's only due to her memory loss.

Disclaimer: I do not own Smallville

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"Do you remember this one?" Clark asked, pointing to the photo of himself as a cherubic seven-year-old, who was sitting on the tractor in his father's lap. Both father and son wore smiles of laughter on their faces. It was a memory Clark could remember more clearly than the earlier stages of his life.

Mom was seated on the couch next to Clark in front of the fireplace that was in Lex's spacious office. A fire crackled, its light dancing on the rug, and its heat warming the room comfortably.

"I don't know," Mom muttered, frowning. She touched the photo with fingers that shook a little, like feeling the image could somehow bring back the memories that had been stolen from her mind. "I wish I could, Clark, believe me. But I can't seem to recollect any of these moments. Did I take them? The photos, I mean."

Clark sighed, trying to keep in perspective his mother's fragile condition. Still, he couldn't help but feel upset that she couldn't remember him.

"Give her a few days," Doctor Granger had said. "Piece by piece, her memories will start to come back. You just have to be patient and have a little faith."

This morning, Lionel had taken Martha to the mansion after she was discharged from the hospital. Mom seemed comfortable here, and had settled in too quickly for Clark's comfort. He had dropped by an hour ago with a few photo albums, hoping maybe his mother seeing the photos would help prompt her memory to return. So far, Mom was showing no signs that the photos were sparking any memories.

With a creased brow and an expression of concentration on her face, Mom flipped through the album again.

"You were an adorable little boy," she commented with a smile.

Clark laughed. "You used to tell me my big blue eyes could worm me out of any mischief I decided to cook up."

"Well, I can see why. Who could resist that sweet face of yours?"

Mom shut the book and slid it onto the coffee table with a dispirited sigh.

"I'm sorry," she said, clasping her hands in her lap. "I know this must be hard for you—for me, too." She glanced at him, her gaze softening. Clark wished he could hug her. He missed the warmth of her arms around him, and the familiar and subtle scent of her perfume. It was amazing how you took something for granted, until one day, it was gone.

"I'm sorry, too," Clark said softly. "I should have watched out for you, Mom." Then none of this would have happened, he added remorsefully to himself.

Mom placed her hand on top of his. Clark didn't miss the tentative hesitancy in her touch.

"Don't worry about me. Maybe tomorrow I might remember something. Until then, please don't blame yourself for this," Mom said. "Things happen. We just have to cope with them until we can heal."

The door opened, and Clark glanced over his shoulder. Lex peeked his head in, looking apologetic.

"Sorry if I'm interrupting anything," he said sincerely. "I just wanted to check on you two. Actually, Dad is driving me nuts." He looked inquisitively at Mom. "He wants to know if you've had luck recovering any of your memories."

Clark didn't miss Mom's sudden bright smile at the mention of Lionel's name. He didn't know how to feel about that except for maybe a little perturbed.

"No luck yet," Mom replied with a smile. "But maybe tomorrow. Tell Lionel thank you for his concern."

Lex shook his head. "I think you should tell him, Mrs. Kent. It would sound more sincere coming from you than me."

Clark glanced back at his mother, whose expression had buoyed into anticipation at talking to Lionel. She obviously preferred Lionel's company to everyone else's.

"Oh, I will."

"I'll send him in when you and Clark are finished." Lex left then, shutting the door securely behind him.

Clark allowed a frown to replace the smile on his face. "Mom," he said urgently, turning in his seat to capture her attention. "Believe me or not, but I don't think you should go trusting Lionel like this. You're so vulnerable, and I don't think he wants you to remember anything. He likes having you all to himself!"

Martha gave him a reproving look. "Don't be ridiculous, Clark. Lionel isn't like that." She tucked a wayward strand of hair behind her ear. "He has my best interests at heart. I know him better than you think."

Clark wanted to groan and drop his face in his hands. He didn't think he was going to make any more progress with his mother today. She seemed to think Lionel Luthor was a saint, and until her memories started returning, Clark didn't think she was going to see the truth of things.

So he forced a smile, though it felt tight on his lips. "Alright, alright. Don't get all worked up, Mom."

Mom glanced away, focusing her gaze on the flickering flames in the fireplace. "I'm not," she said defensively. "I've just been through a lot, and now I would like to be alone, please."

Clark thought that was a polite way of telling him to leave. So he gathered up the photo albums and left the room before he could say anything else that would offend Mom. He thought Dad should come to see her now, thinking maybe that would do some good. But Dad had busied himself with chores after they returned home that morning. He was obviously warring with his guilt. And because of that, and his stubborn pride, he seemed hesitant of dropping in at the Luthor mansion to visit Mom.

Clark wished his father wouldn't be so obstinate. Mom needed Dad, and until Dad decided to swallow his pride, he wouldn't admit it. He knew it, though. Clark just thought it would take a firm nudge to get him to go in the right direction.

Better hurry up, Dad, Clark thought, or Lionel will sweep Mom off her feet and you'll be left wondering why you didn't act sooner . . .

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Lionel felt his way down the hall, eager to see Martha. He wished he could drop the disguise he was holding up so well—that he was blind—just so he could tell her how beautiful she looked today. It would be worth the consequences to see the radiant smile that lit up her face.

Lionel was feeling quite good about how the entire situation had turned in his favor. He couldn't forget the helpless expression on Jonathan Kent's face, knowing that Martha, miraculously in Lionel's opinion, remembered Lionel and not her own husband. It must have hit the other man hard.

But despite Lionel's satisfaction at having prevailed in gaining Martha's affections, he thought of her vulnerability. She was going through a time where everything was dark and full of uncertainty. Lionel wasn't going to, in any way, hurt her. It didn't matter how much he yearned to get closer to her in an intimate way—he refused to create a memory for her that would bring regret when she regained her lost memories back.

It was better to stay on safe ground.

So Lionel put on a cordial smile as he entered Lex's office. His gaze subtly searched out Martha, and he found her curled up on the couch, staring transfixed at the flickering flames in the fireplace. Her brow was creased as if she were deep in thought. Lionel thought her shoulders looked tense, and wondered what he could do or say to ease her anxiety.

"Martha? Are you in here?"

Martha jumped, startled. When she saw that it was him, a radiant smile lit up her features. Lionel thought she was a perfect replacement for the sun, which was currently absent because of the rain that continued to fall steadily outside.

"Oh, Lionel, hi," Martha murmured demurely. Lionel felt pleasure at seeing the blush that colored her cheeks a rosy pink. "I'm glad you came. Clark just left, and I . . . I don't want to be alone. Will you sit with me?"

Lionel couldn't refuse that invitation. "Of course, Martha. Having your lovely companionship will be the highlight of my day." He maneuvered his way carefully to her side and took a seat next to her. Despite his attempt to sit at the opposite end of the couch to leave room for decency, Martha scooted over and nestled into his side. Lionel caught a whiff of her intoxicating perfume, felt her warmth, and wondered how he was going to keep his sanity in check. Keeping his feelings—and hands—to himself was going to be extremely taxing . . .

"It's so dreary and cold outside," Martha muttered, resting her head on his shoulder. "But it's nice being here with you, Lionel. I feel safe and warm."

Lionel hesitated, but then rested his arm around her shoulders. She felt right nestled up against him. He smiled.

"I'm, ah, glad you feel that way, Martha. In your time of uncertainty while you regain your memories, I'm more than glad to be here for you as long as you need me."

Martha sighed in contentment. "What do you want to do now? As long as it's raining, we can't very well go out and take a stroll." She went quiet for a moment, and Lionel waited for her to speak again. He thought about stroking her hair, but refrained by clenching his hands at his lap.

"I'm going to read to you, Lionel," Martha decided suddenly. "It will be good for exercising my mind, and reading is an enjoyable activity."

Lionel would have agreed to anything she suggested just to make her happy. So he nodded, and Martha left his side, bounding up the steps to the library above. He listened intently while she padded among the shelves in search for a book to read him.

When Martha came back down, she presented him with an old copy of Jane Eyre. Lionel remembered that it used to be Lillian's favorite. His late wife had read it so many times that the cover was worn, and the edges of the pages yellowed with age. He thought Martha's choice was fitting, considering she probably wouldn't enjoy reading old mythologies about warfare and wrathful gods, which were the extent of what sat on the shelves in the library.

"One of the memories I can remember clearly is that my mother used to read me Jane Eyre," Martha told him, nestling next to him again. This time, Lionel didn't hesitate; he eagerly draped his arm comfortably around her shoulder, enjoying their close proximity.

"Jane Eyre is a sorrowful but sentimental tale," he said. "It's a true classic. I can't say I've had the pleasure of reading it, but, ah, I'm hoping that will change when you enlighten me."

Martha set the book on her lap. She opened it up, and as the rain pattered against the stain glass windows, and the fire crackled warmly in the hearth, her husky voice filled Lionel's mind with images of cold winter winds and nipped fingers and toes.

"I was glad of it," Martha read in an animated tone. "I never liked long walks, especially on chilly afternoons. Dreadful to me was coming home at twilight, with nipped fingers and toes, and a heart saddened by the chidings of Bessie, the nurse . . . "

Lionel closed his eyes as he listened. He hadn't meant to drift off, but he was feeling so warm and comfortable here on the couch, that he became drowsy. It was a nice feeling. He hadn't felt so relaxed in a long time, and being read to by Martha, with her nestled into his side, evoked those feelings within him.

Lionel didn't know how long he had been dozing. He was awoken by Lex, who had tapped him on the shoulder.

"Shh, Dad, it's me," Lex hissed. "Don't move. Mrs. Kent is asleep, and she looks peaceful, despite the fact that you two are cuddling like lovers."

Lionel groped for the book, found it forgotten on Martha's lap, and closed it. He placed it carefully on the coffee table.

"I'm trying to give Martha a sense of security, son," he said pointedly. "And if you're wondering, no, I did not force her to fall into my embrace. She came willingly."

Lex clasped him on the shoulder. "Tread carefully, Dad. That's my only advice to you."

Lionel heard Lex go to the bar and pour himself a drink. He sighed.

"You misconstrued my integrity, Lex," Lionel muttered. "If you think I'm going to use Martha's vulnerability against her, think again."

"Come on, Dad. I see how you adore Mrs. Kent, smiling foolishly whenever she's in the room, showering her with praise." Lex snorted knowingly. "And Mrs. Kent might deny every fraction of it, but I can see the spark between the two of you. You practically light a fuse when you're in the same room together."

Lionel scowled. "Lex, you're having delusions. And you're misreading the relationship I have with Martha Kent. It's strictly business, and right now, I'm ah . . . let's just say I was appointed Martha's guardian until she regains her memories back."

Lex's glass clinked on the counter. He strode over until he was standing in front of Lionel. Lionel watched subtly as his son studied him intently as if he was trying to believe his father's words, but couldn't quite trust him. Lionel normally wouldn't have been moved by his son's blatant judgement. But because it concerned Martha, he cared, damnit. His relationship with Lex was so strained that Lionel wasn't sure how he was going to plead his case so that Lex would see that his words were words of honor.

"What are you thinking, son?" Lionel asked softly.

Lex shifted on his feet and stuffed his hands in the pockets of his pants. "The Kents mean a lot to me," he said, just as quietly. "I don't want you to do anything that would make what little trust I have gained from Mr. Kent to vanish. He's already being sorely tested, with his wife trusting another man, and not him. Which, by the way, baffles me."

"I know. It baffles me, too, son."

"Well, it's certainly an eye-opener." Lex's eyes narrowed in suspicion. "What exactly did you do to merit Mrs. Kent's unconditional trust?"

Lionel smiled at this. "If I knew that answer, I wouldn't be asking myself the same thing, Lex," he answered truthfully. "It's a mystery, and one in which will go unexplained. As long as Martha is content we shouldn't worry about the why or how. We should only be concerned with her immediate recovery."

Lex sighed and his eyes flickered to Martha's sleeping form. His gaze softened, and Lionel didn't miss the familiarity of adoration that briefly crossed Lex's features. It was the same look he used to give his mother as a child. Lillian had been the center of his universe, and when she died, Lex had withdrawn from the world for the longest time. It didn't come as a surprise to Lionel that Lex saw Martha as a motherly figure after losing his own mother at such a tender age.

"It's late," Lex finally said. "I had one of the spare bedrooms prepared for Mrs. Kent." He hesitated, but then spoke again. "It's the bedroom closest to yours, Dad. I thought Mrs. Kent would feel more secure knowing you were close by."

Lionel was moved by the little trust Lex had unknowingly bestowed in him. But rather than question him about it, he chose to accept it quietly.

Untangling himself from Martha, Lionel rose to his feet.

"Do you want me to wake her?" Lex whispered.

Lionel shook his head. "No. I'll carry her."

Lex hesitated. "Are you sure you can manage? Dad, in case you have forgotten, you're blind."

"Blind yes, but don't underestimate me, son." Lionel stooped down and scooped Martha up in his arms, bridal-style. He straightened. "Lead the way, Lex. I can navigate easily by sound."

"Alright."

Lex took off at a languid walk. Lionel followed. The halls in the mansion were quiet, and their footsteps echoed, filling in the vast silence. They didn't speak until they had reached the long stretch of hallway where the downstairs bedrooms were located.

"Careful, Dad," Lex muttered. "It's dark in here." As if suddenly realizing his mistake, he laughed. "Sorry. I had forgotten for a moment there that you couldn't see."

Lionel wasn't amused. Instead of replying, he let the remark slip. He carried Martha into the room and let Lex guide him by the elbow to the four-poster bed that sat in the middle. When Lionel set Martha down on the mattress, she stirred, but didn't wake. Lex grabbed the quilt that sat neatly folded at the foot of the bed and draped it over her.

"Is Martha comfortable?" Lionel asked.

"I hope," Lex replied. "But she looks content, so, yes, I think she's comfortable. Now let's go, Dad."

Lionel allowed his son to guide him back out by the elbow without protest, though if he'd had his way, he would have given Martha's forehead a kiss goodnight. She looked so peaceful in her sleep. But instead, he was being led away like a child who needed parental guidance.

"Lex, I can walk on my own, thank you," Lionel grumbled irritably.

Lex wouldn't let go of his elbow. "Stop dragging your feet, Dad. I know you wanted to linger. It's written all over your face, and not for a second am I leaving you alone with Mrs. Kent."

Lionel chuckled humorlessly. "You seem to have taken it into your hands to play chaperone."

"Yeah, well, I'm the only one here with enough sense at the moment to see that if I don't, something might happen that shouldn't."

Lionel sighed. "It's disconcerting that you don't trust me, son. I already promised you that I wouldn't do anything to hurt Martha."

Lex made a sound of exasperation in the back of his throat. "This has nothing to do with trust, Dad. Just try to look at the situation through my perspective and you'll understand what I'm trying to say."

They had stopped in front of Lionel's room, which was three doors down from Martha's. Lionel clasped Lex on the shoulder.

"I understand perfectly," he said pointedly. "Now if you'll leave me to catch up on some sleep, I'm tired, and would be grateful for the solitude."

Lex gave Lionel an intense look of warning, though he knew Lionel couldn't see it.

Lionel had to bite back a retort. He was indeed tired, and he was growing irritable by the minute by this tedious conversation.

"Goodnight, Lex."

Lex finally got the message. "Goodnight, Dad." He turned without another glance and headed down the dark hallway.

Lionel slipped into the bedroom and shut the door behind him.