Clark walked into his loft later that night to find it wasn't empty. He stopped surprised to see Madison looking through his telescope in his loft.

            " Ahem." He said not sure why she was there and a bit embarrassed she was looking thought his telescope. He didn't exactly star gaze with his telescope. She jumped surprised to see him so soon.

            " Your mother said I could wait for you here."

            " What's up?" He said curious as to why Madison felt the need to pay him a visit, but ready to help.

            " Interesting telescope." Clark flushed a bit from embarrassment. Madison saw his expression.

            " It's a nice choice of star." Clark knew she was talking about Lana. Madison leaned over the railing of Clark's loft. He gabbed her a coat and placed it on her shoulders, figuring she was cold because all she had on was a skimpy blue dress. " Thank you." Clark looked over at Lana who was reading a book on her porch. Madison saw the longing in his eyes. Madison sighed as Clark leaned against railing next to her.

            " You know I remember the first time I met Lex." Clark look at Madison interested in the story she was beginning.

            " I was 7 and he was about 13. I remember Lionel Luthor had invited our family to this fancy dinner party at the Luthor Manor. I was excited to go just because I got to wear a pretty dress, but I remember I couldn't leave without Lucky, my teddy bear. He was special because my mom had given him to me when I was younger. Halfway through the party I lost Lucky, I was so upset I ran into a corner and cried." She got up from the railing and stood up straight. " Who should find me but Lex Luthor himself, but I didn't know who he really was at the time. He asked me what was wrong, I told him, and his response was, that I shouldn't have taken my teddy bear foregranted so much that I had to lose it to realize how much I appreciated it." She looked into Clark's eyes. He was realizing the moral of her story. She looked over at Lana and continued "Sadly enough it sometimes it take an extreme like losing something for us to realize how much we love it." She turned back to Clark. " Make sure it doesn't take a loss for you to realize the value of something special." Clark stared at Lana knowing Madison was right.

            "Did you ever get Lucky back?"

            " What does it matter? That's not the point of the story." Clark knew why Madison was telling him this, but he wasn't sure why she was trying to help him. He thought maybe Chloe was wrong about Metropolis Prep students.

            " Madison why did you leave Metropolis?" She looked at him surprised by his question.

            " It wasn't where I belonged." She said looking down and feeling herself tear up.

            " Is Smallville?"

            " Possibly." She said sounding a bit unsure." Clark, have you felt like you were living a lie?" She said completely changing the subject.

            " On occasion." He said avoiding the truth.

            " Did you find your true self?"

            " For the most part." She smiled and sighed.

            " I wasn't always like this. You know with the expensive clothes, mansions, nice cars. I think that's why I hated Prep so much because all those kids were born into that life. I was born on a small town farm. Deep down I knew that wasn't me , I had a good heart but Prep turned it cold. Smallville has warmed it up, but I'm not sure if this is my place in the world."

            " Who really is sure of their place in the world? It's so vast." Madison felt a bit more comforted, she sighed and looked up at the stars. She was examining them like they had some deep story. Clark wanted to ask her more but he figured he shouldn't push.

            " I think I should head back, Lex is probably worried, our dinner conversation was a bit rough."

            "Madison I know you like Smallville, but running away from you past isn't the answer." Clark said trying to break her down.

            "What do you know about my past?" She said getting teared up.

            "Nothing, I'm just trying to help."

            "I appreciate the gesture but......." She looked away. " I'm not running." She said looking at him. " If I was I'd be a million miles away from here."  He could tell she wasn't being honest with herself. " Goodnight Clark." She said turning and walking down the stairs. Clark stood wondering what was hiding so deep in Madison that she turned to tears and running.