"If you want..maybe we can call around and see if theres a room somewhere else.." Clark walked into his tiny hotel room, with Charlotte in tow. "I can't believe there's not a single room available tonight, but he said tomorrow maybe.." He didn't know quite what to do. Part of him was glad when the front desk man said there was nothing available tonight. Though he would gladly have made good on his promise to pay for her room; his dwindling funds were grateful he didn't have to—at least not tonight. Hopefully tomorrow would bring better options. Charlotte hadn't said much on the way to his upstairs. He sensed her hesitation combined with some sort of resolve to just see this through. Clark wished she could trust him, but then he knew no sensible girl would. But still, there she was, standing in the threshold. He turned and looked at her.

"Look..you can have the bed naturally, I can sleep in that chair, or on the floor." Charlotte looked pointedly at the tiny lumpy armchair and then at the long expanse of Clark's legs and shook her head with a smile.

"I don't think you'll fit." She walked past him towards the window. "Its fine, really. This is great of you…I'm not really sure what I would have done tonight."

Clark put her bag next to the bed. "Are you hungry or anything? I have a few things here, or I can run back to the diner and get you something."

She kept looking out the window. "No. I think I'll just take a shower, if you don't mind. I don't think I could eat anything anyway."

"Ok..well..the bathroom is right there."

Charlotte just nodded, grabbed her bag, and disappeared into the bathroom. Clark sank down on the edge of the bed. Now he had to wonder what he'd been thinking. He was supposed to keep a low profile, and now he'd invited some girl off the street to stay in his room because..because he was lonely. But what threat could a young girl pose to him? He thought he knew the answer to that. Girls have certainly caused him trouble in the past. He thought of one particular girl now, and even though the promise of human companionship loomed just on the other side of the door, it took all his strength not to call her. In fact it shocked him there had been no phone call from her yet. He was sure Chloe would have found a way to wrestle some information out of Lex by now. That was another thing. There was no sign of Lex. The only evidence that Lex hadn't completely forgotten about him was when he went to pay the hotel bill, and he was told it had been taken care of. He could only assume it was Lex.

Charlotte looked in the mirror, trying hard to recognize the girl she saw there. She hated that Clark was so nice, and so damn naïve. She tried to tell herself it wasn't his fault if he left himself so vulnerable, why should she feel sorry? Her own circumstances weren't exactly perfect, and she honestly felt like she had little choice in what she agreed to do. She sighed heavily, and splashed water on her face, and walked back into the room.

Clark's hand rested on a naked thigh. It felt warm, and soft beneath his long fingers, caressed the skin. He shifted a little in the bed, moaning softly as a small smile appeared on his lips.

Clark went to moved closer to the thigh when he felt the bed creak with a loud groan, startling him out of his lucid dream. His eyelids flickered open, and his bleary eyes made out the shape next to him. He jumped at the realization he was definitely not alone in his bed, and it was no dream–the thigh was very real, and he quickly jerked his hand away. He could feel his face burn crimson as he realized he was only in his boxers, and having too much fun with his dream. He carefully climbed out of bed and went into the bathroom.

He guessed Charlotte must have climbed into his bed while he slept. After many protests, she insisted on sleeping in the reclining chair, stating firmly that she couldn't sleep if she knew he was contorted into some weird shape all night, while she slept comfortably. Apparently the chair wasn't as comfortable as she imagined, because there she slept, curled around her part of the blanket, sleeping peacefully.

He turned the shower on and let the water run over him as he leaned against the wall. He stayed in the shower for a long time, not sure what to do in such a tiny room with Charlotte sleeping. Finally, he gave up, dried off and quickly dressed. He decided to go and get them breakfast, though he had no idea what time it was. The sun was just starting to peak over the downtown skyscrapers, so hopefully the diner would be open.

When Clark returned, Charlotte was awake and sitting on the bed watching the fuzzy television. She smiled sweetly at him as he handed her coffee.

"I hope you drink coffee..I got a couple of bagels too."

"Thanks Clark. I practically need a coffee IV, this is perfect. Oh..sorry about invading your space last night...I just couldn't sleep in the chair."

Clark smiled. "Oh no...I..I just didn't realize you were there.."

"I didn't wake you did I?"

"No..not at all.."

Clark immediately resented his tendency to blush. He really wished Kryptonians were immune to it. Charlotte noticed and laughed a little, making him blush harder.

"Anyway, I am really sorry. Thankfully you won't have to worry about it tonight." She looked away, smile sliding off her face, pretending to be engrossed with the TV.

Clark sat next to her on the bed. "About that...do you know what you're going to do yet?"

She shook her head not looking at him. He wasn't sure how far to push the issue, so he proceeded cautiously.

"You don't have to tell me anything, but I'd like to help if I can. Are you from here?"

She turned to look at him. His look was so earnest it made her want to cry.

"Yes..well near here anyway. I'm sorry I'm being so vague. Its just such a long story, and I don't even quite believe it yet."

"Its fine. You don't have to talk about it if you don't want to. If there's anyone you need to reach, we can do that today. If not–I was getting bored talking to myself anyway."

He smiled warmly at her.

But she just shook her head. "Clark, you've been wonderful, but I can't ask you to do any more for me. Especially since I'm not sure how long it will be."

"How about we take it one day at a time. When the time comes, we'll just deal with it."

"Are you sure?"

"Yeah. I think we could both use a friend right now."