The barn was quiet and still in the early morning as Martha climbed the steps up to the loft. As she rounded the corner she spied Clark's sleeping figure sprawled face down across the couch, high lighted by the bright sunlight streaming in through the window. She walked over to him, the floor boards creaking underneath her feet, and bent down to run her hand over his head.

"Clark." She whispered.

His eyelids fluttered and he let out a soft murmur.

"Clark honey—" She repeated, shaking his shoulder with a firm hand.

Slowly he opened his eyes and lifted his head; his black hair was disheveled and for a moment he seemed disoriented. Looking up he saw Martha smiling down at him and he rolled over.

"Mmm," He said in between yawns. "What time is it?"

"It's about nine—I'm about to leave for Metropolis and I just wanted to make sure you were alright." There was a motherly look of concern in her eyes and she knelt down beside him.

Clark gave her a wary look and pulled himself upright.

"Why are you going to Metropolis?"

"Well after the black out I received a call from the mayor—"

"Of Smallville?"

"No of Metropolis. He's wanted to do something to help people affected by the riots and he recruited me and other state officials to help organize a charity benefit."

"That's great."

"Yeah, it's all been thrown together a little quickly, but we are hoping to raise a lot of funds for Metropolis Hospital Charities. And I'm going into the city today to work on a few last minute details."

"Wow. I had no idea you were even—I guess I'm a little out of the loop." He said, rubbing the sleep from his eyes.

"Ya know, I know you've been through a lot this past week but holing yourself up out here in the barn—distancing yourself from everyone who cares about you—won't do anything to help."

"I know." He replied sadly. "I just don't know what to do. I feel so helpless—just waiting around for the inevitable."

"I can't say that I understand what you're feeling— " She said sympathetically, placing a hand on his arm. "You've been through much more than I could ever comprehend, but punishing yourself is not the answer Clark. Not for something that is out of your control."

"You sound like Chloe." He said, looking wistfully out into the morning sky.

"Ya know she called the other day." Martha said as she stood back up. "She said she has been trying to get a hold of you since she went back to Metropolis—but you haven't returned her calls."

Clark's head turned back to her; he attempted to smile and she saw a look of shame in his eyes.

"Any reason why you are avoiding her?"

"I'm not—"

"Clark, before this mess started you were about to tell her you love her, and now you won't take her calls?"

"I—I still love her." He began. "I still want to tell her but—" He paused and Martha could see he was struggling with something. After all these years she had become pretty adept at sensing when Clark was holding something back from her. "I guess I have just become so preoccupied."

"With this Zod character?"

"Yeah—among other stuff." He sighed and laid his head on the back of the couch. "I don't know if it's fair to drag her even further into all of this."

"But Clark she already is in the middle of everything, and is handling herself just fine."

"I guess you're right."

"Unless you want to lose her."

Clark's head snapped up and he looked worried. "Wait—what? No, of course not. What would make you say that?"

Martha reached into her purse and pulled out two slips of paper. "Here, I have two extra tickets to the benefit, one for you and one for a guest." She raised her eyebrows and put a strong emphasis on the word guest.

"So this is your not so subtle way of getting me to ask Chloe?" Clark smiled as he reached out to take them from her hand.

"Well all I am going to say is that a girl won't wait around forever—even if she does love you. So if you intend on telling her you should do it as soon as possible, Zod or no Zod."

Clark shot her a sideways glance. "Mom, is there something you're not telling me?"

She sighed and gave Clark a troubled look.

"Well the other day during a planning committee meeting I ran into a guy named Ben. He's a writer for The Planet—and well we got to talking and I found out that he knows Chloe."

"Yes." Clark said apprehensively. "He saved her the night of the riots."

"Well from the way he was talking about her it sounded as if he was, I dunno, smitten. And then there was—"

"What?"

"I overheard him talking to one his friends on the committee and he mentioned asking a cute blonde reporter out on a date sometime. Now I could be jumping to conclusions but—"

Clark's brow furrowed and he stood up, shoving the tickets into his pocket.

"Thanks—I guess I've wasted too much time feeling sorry for myself and now I could lose the only thing good I have." He paused to give his mom a giant hug. "Except for you that is."

Matha wrapped her arms tightly around her boy and lingered for a few seconds; he was all she had left in the world and sometimes she wanted to hold on and never let go.

"Now I have to get going, Lois is waiting in the car." She said, reluctantly pulling back. "I'll see you later tonight." She gave him a peck on the cheek and turned to leave.

As Martha started down the wooden stairs she felt a gust of wind blow past her and knew Clark had gone to find the girl he loved.