When Clark awoke the next morning, Charlotte was no where to be found. He sat up quickly, panicking, thinking she may have changed her mind and run off. Adjusting his hearing a little, he could hear Charlotte's voice distinctly and it sounded upset. Not wanting to invade her privacy, he adjusted his hearing back to normal, even though it was killing him not to find out what was upsetting her. He'd learned his lesson long ago–well not so long ago–not to use his "super" hearing to spy on people. His father had driven that point home on many occasions.

Charlotte leaned against the wall, clutching the phone to her ear trying not scream in frustration. She honestly didn't know what she expected. Did she honestly think men like that would let her simply change her mind? She listened to the impatient English accent tell her she would go ahead with everything as planned, and he didn't expect another phone call like this in the future, or he'd be forced to let his superior deal with her. Charlotte definitely didn't want that. She'd dealt with his "superior" on one occasion only and that was more than enough for her. She cut off his assistant abruptly and thanked him for his time, hanging up after assuring him she would do what they agreed. She sighed heavily, steeling herself to go back into the room, and have to look Clark in the eyes again. She reasoned as hard as it was to hurt someone like him, she owed him nothing, and his life wasn't more important than her own. She had no choice. Taking a deep breath, she walked back down the hall towards the room.

Clark was in the shower when she returned. She made the bed and tried to get one of the three channels the tv could pick up if you were nice enough to it to come in. She smiled a little thinking of how cute he looked blushing hard last night, when they both decided it was best if they shared the bed. He was very clear that it was a comfort issue, and nothing else. He also insisted on wearing a t-shirt and sweatpants to sleep in, much to her dismay. She wondered if he was still a virgin or just incredibly polite–maybe both.

He emerged from the shower with wet hair and glistening skin, smiling brightly at her.

"I thought you'd made your getaway."

Charlotte laughed "No..just trying to reach my friend."

"Any luck?"

She shook her head, but didn't turn to look at him. Clark looked at her oddly, but didn't say anything.

"So, you want to go find some coffee or something?"

Charlotte got up and grabbed her coat. "Absolutely"

The day was a little warm for that time of year, so they decided to take their breakfast up to the roof of the motel. Clark was desperate for some uninterrupted sunlight, since he no longer spent time working outdoors. Charlotte was oddly quiet since the trip to Starbucks–they decided to splurge just this once–and Clark had run out of small talk. Finally, tired of the silence, he looked at Charlotte. He wanted to know what happened to her. It bothered him greatly that she was obviously upset, and didn't seem to want his help.

"Charlotte...what happened to you? Obviously you don't have to tell me, but maybe there's something I can do."

She didn't look at him "No, there's nothing you can do."

"Well do you have a home? You had to have come from somewhere."

She looked at him finally.

"Yeah..I do have a home and its not far from here...but I can't go back..not yet anyway."

She saw the look on his face, she'd seen many times since they met just 2 days ago. The look of earnestness and slight confusion mixed with concern. She thought he was going to push the issue, but then his face relaxed and he simply nodded, and turned back to look out over the city.

"Clark? Can I ask you something?"

He looked over at her.

"Why are you here? I can't imagine you not having someone out there who cares about you."

Clark felt his throat tighten at her last statement. Most of the time, he tried not to think about everyone back home, only 200 miles away. But he felt that familiar ache in his chest when he thought about the farm. So used to keeping everything shrouded in secrecy, his first instinct was to simply lie. But instead, he told her as much as he felt he could.

"Someone is after me, and I'm just staying here..hiding until I can figure things out."

"Do you know why they're after you?"

He nodded. "I'd rather not say though..more for your safety."

"Did you do something to this person who's after you?"

Charlotte wanted so much to understand why someone would want to hurt him.

Clark leaned his back against the short wall. "No..I didn't do anything to him."

"Then why does he want to hurt you?" He noticed a slight catch to her voice, but ignored it.

"I wish I knew. Part of me just wants to go find him and get it over with; just face it, but if I can't win..it would kill my family. I'm just tired of waiting around..especially here."

"Why especially here?"

He wanted to say everything that had been plaguing his mind for weeks, but he wasn't sure how to put it into words.

"Its just...scary, I don't know. Not that I'm afraid of anyone here...its something else. I feel like I'm losing something. I've always seen mostly the good in people. But watching everyday, the things people do to each other...such small petty things..I just..it makes me start to doubt the basic decency of people, and I don't want to lose that."

He looked directly into her eyes. "Does that make any sense?"

"Yeah..yes it does. Its why I felt I could trust you. I just knew you wouldn't hurt me, because I felt like it was something you'd never even think of doing to anyone."

Clark smiled, but it was almost a cynical smile. "You'd be surprised."

Charlotte took his hand. "Clark? I'm sorry you're going to lose your innocence here."

He tried to put on a brighter smile. "Well..I'm not cynical yet..there's still hope."

Charlotte gave his hand a squeeze. "Yeah...listen. I'm getting a little chilly, do you think we can go back inside for awhile.?"

When they got back to the room. Clark was shocked to see the door slightly ajar. He told Charlotte to hang back, and he approached the door cautiously. Nothing prepared him though for the sight of Lex sitting on his bed, waiting patiently, holding an envelope in his hand.

"Lex..what are you doing here?" He couldn't suppress the smile on his face, he was so relieved to see him.

"Hi Clark. I.." Lex looked past him suddenly, and then back at Clark with a look of bemused surprise. Charlotte had appeared in the doorway.

Lex looked back at Clark. "Am I interrupting something?"

"What? Oh..no..Um, this is, this is Charlotte." It hit Clark how this must appear to Lex, and he suddenly felt very stupid. After all the trouble Lex had gone through, he had no right to jeopardize everything just because he felt lonely.

Lex stood up leaving the envelope on the bed. He extended his hand "Nice to meet you Charlotte. I don't mean to be rude, but Clark and I have some things to discuss. Do you think you could give us a minute?"

Charlotte looked unglued to say the least, but she found her voice finally. "No, of course not..I'll just be down the hall"

"Thank you."

Lex turned to Clark "Nice girl. Where'd you find her."

"Lex..I know I shouldn't have her here..I just. Honestly, I don't know what I was thinking."

"I understand Clark. You must be going stir crazy here alone all the time. I just never thought I'd see the day when you invited a girl to your hotel room."

Without meaning too, Clark immediately flushed with anger. "Thats not why she's here!."

"I don't really care Clark. What concerns me more is that she's here at all. I thought we agreed you need to keep a low profile."

"I know, but she needed some help, and I couldn't just leave her out there..she has no where to go."

"And I'm sure your intentions are honorable, but your hero complex will get you into serious trouble one day."

" I don't have a complex."

"Anyway. Chloe wanted me to give you this." He handed Clark the envelope.

"Chloe? But how does she.."

"She doesn't. But she didn't believe me when I told her I didn't know where you were, so she asked me to give that to you."

"Thanks Lex...I'm sorry about this.."

"Don't be. I'm sure a teenage girl isn't going to put that much of a kink in the plan."

"There's a plan?"

"Figure of speech. I can't stay long, I just wanted to check on you, and give you that. You holding up ok?" Lex walked the length of the room, pausing to look out the window and then turned back to Clark.

"Yeah, I'm fine. So no word about your Father?"

"No. But I suspect he may be on to me, which I expected. I'm hoping he'll slow things down if he knows I'm watching. The only fear in that is, he may feel the need to be even more cautious."

Clark sat on the edge of the bed, feeling the full weight of everything suddenly. He said nothing. Lex, stopped pacing and sat next to him. More than anything, Clark missed their friendship–any friendship. Even though Lex sitting next to him was a small gesture of comfort; it wasn't the same. Clark made sure he could control his voice before he spoke again.

"Lex..I can't stay here indefinitely. I hate this place and I miss my family. Who knows how long this will go on. I've been thinking the best thing to do is just confront your father."

Lex sighed. "Clark I don't think you really understand what my father is capable of. I think he has every intention of killing you."

Clark looked at Lex, with a new determination in his eyes "I know that. But I'm willing to take that chance; besides, I'm not sure this is better."

Lex nodded slowly "You realize what you're saying?"

"Yes I think I do."

"Well.." Lex stood up again, picking up his jacket off the chair. "I don't think you do. But I understand. Clark, just give me another week, and if I can't figure out a way out of this, take the matter into your own hands."

Clark stood up. "Ok, I guess I can hold out for another week."

Lex gave his shoulder a firm squeeze "Good. Don't do anything until you hear from me."

"I promise..oh Lex? Could you tell my parents you saw me..and that..and that I'm ok?"

Lex smiled only slightly. "I always do Clark. Oh and be careful of the girl. I know she seems harmless, but you can't afford to take anything for granted. I'll see you soon."

Clark sat down again after he left. He never felt so tired in his life.