Downtown Smallville didn't have much to offer by way of restaurants. There was The Talon (which Lex was absolutely not taking Lois to), there was the Chinese place (cheap imitation in Lex's mind), there was the Brewery (it wasn't a burger and beer night for Lex), and there was the Italian Restaurant. Lex had been to the Italian place once, and hadn't been impressed. But seeing as they were stuck within the constraints of what Smallville had to offer, Lex didn't have the option of being picky. It was the nicest place in town, even though that wasn't saying much.

As the limo pulled up outside the restaurant there was a bright flash of lightening and within seconds a loud crack of thunder followed. The light drizzle from earlier in the day was developing into a full fledged thunderstorm.

Lex and Lois exchanged nervous smiles.

Thankfully the restaurant had a covered driveway, so Jack, the limo driver, let Lex and Lois out beneath the shelter of the awning. The wind had picked up a bit, and Lex felt the spatter of rain on his head.

Lex grasped Lois's hand and they walked quickly to the entrance. As they entered the restaurant, Lex removed Lois's shawl and handed it over to the maitre'd.

As Lex turned back to Lois he could hear her giggling.

"What?" Lex asked, amused by her light laughter.

Lois nodded to the room before them and as Lex looked out at the room he also offered a slight laugh. It was completely empty.

In a way it was nice to be alone. It was quiet, and they had their choice of table. Lex led Lois to a table near the back, next to a fireplace. The light was dimmer, and the fire cast warm shadows on Lois's bare shoulders. Lex found himself staring at her again; staring at her bright brown eyes and her full lips; at her sleek neck and smooth shoulders, at her long thin arms.

"Earth to Lex…" Lois was waving her hand in front of Lex's face.

"I'm sorry, Lois," Lex responded. He had been lost in his thoughts, thoughts of her…suddenly Lex was thankful for the dim light and the warm glow from the fire. He didn't want Lois to see him blush.

"Tell me something," Lois asked, resting her chin in her hand, leaning across the table with an inquisitive look in her eye.

"Like what?" Lex responded, and with all his restraint he kept his eyes on her face.

"Something no one else knows, something about you that you don't share with just anyone," Lois dropped her hand, crossing her arms on the table. She tilted her head and waited expectantly.

Lex felt a momentary pulse of panic. There were a lot of things that no one knew. There were a lot of things Lex kept to himself. But he suddenly felt that he wanted to share these things with Lois. He felt he would almost tell her anything she asked. He realized with a shock that he had no power here. It was all in Lois's hands. Now the trick was to keep her from discovering that she held such power over him.

Lex regarded Lois as he leaned back in his chair, taking a sip of the wine that they had ordered. She held her gaze, and Lex felt his admiration for her grow.

Suddenly he smiled as a memory came back to him. "Okay, this may not be what you had in mind, but here goes."

Lois smiled, "Okay..."

"I went to a private school-an uptight, white-collar, rich boy's school. My father dumped me there every year, and I would see him for maybe a month over summer, and sometimes at Christmas. Most of the time I spent my summers and other holiday's with the housekeeper. One particular Christmas when I was thirteen my father was supposed to take me skiing in the Alps. But he cancelled, leaving me for either some bimbo, or some business deal that couldn't wait a few days so that he could take me skiing."

Lois sat, her eyes betraying her empathy for the situation Lex was describing. Lex figured she probably understood better than anyone.

"The night after my father had called, Christmas eve actually, I snuck out of the house taking my father's gold watch-well, one of his many gold-watches-and hitch-hiked through the night. Let me tell you, I got some strange looks before this nice old lady stopped. I think people were freaked out about this young bald kid. They probably thought I was some Neo-Nazi escaped from a juvenile prison or something."

Lois smiled.

"So, this old lady started talking to me, telling me how she was driving through the night so she could surprise her son and daughter-in-law on Christmas morning. And then without even realizing it, I ended up telling her all about my mother's death, and my father," Lex paused to drink from his wine glass.

"She was a very sweet woman, and was kind enough to drive me all the way back home, even though it was going to make her that much later for her own Christmas celebration. I tried to give her the gold watch as payment, but she wouldn't take it. So I shoved it under the seat of her car. She never tried to bring the watch back, at least that I know of. I can only hope she found it and either pawned it or gave it to her son. My father never missed it, that I know. And no one ever missed me. I slept in late that Christmas morning, and spent the day with many expensive gifts, but no family to share them with," Lex turned his wine glass between his hands, staring at the deep red liquid as it moved in the glass.

"God, Lex, that's so depressing," Lois stared at him. "Not exactly the kind of story I was looking for. I can't imagine what kind of childhood that must have been for you-being alone. I at least had my sister, well, most of the time."

Lex smiled at Lois, "I'm sorry, I didn't mean to drag the night down. I can think of another story if you wish."

Lois shook her head. "No way, you're Mister Depressing. Anyway, it's my turn to tell a story," she grinned, and Lex couldn't help but grin back.

"Lucy and I ran away once. This was right after our mom died. The General was threatening to move us to Germany, I think it was. Lucy and I-well, mainly me-didn't want to move. The house was still where my mom was, you know?"

Lex nodded. He did know, it had been somewhat the same for him, only he'd wanted to move away from where his mother had lived. There were too many painful memories…

Lois suddenly started laughing and Lex looked at her, a little surprised at her outburst. He smiled confusedly back.

"Sorry, I was just remembering," Lois stopped laughing and took a breath. "When Lucy and I tried to run away, we packed our little pink suitcases with all our stuffed animals, we each took a handful of Oreo's from the kitchen and we made it halfway down the driveway before the officer next door stopped us. We really weren't very smart, since we lived on the Army base."

Lex smiled. "Guess we have a bit more in common than I originally thought."

"Yeah, guess so," Lois said, as if deep in thought. She and Lex were staring at each other, and would have stayed that way had their food not arrived at that precise moment.

Dinner passed with polite conversation-no references to dead mothers or hitch-hiking runaway preteens. It was relaxing and Lex was once again glad for the empty restaurant.

As the waiter cleared their dinner and brought out the dessert cart, Lois's cell phone rang out, some pop song ring tone. Lois smiled apologetically as she quickly pulled her phone out of her purse and turned it off.

"Chloe," she said.

"If you need to talk to her its okay," Lex offered.

Lois shook her head. "It can wait."

Lex smiled, feeling for the first time since he had picked Lois up that he had her undivided attention.

"So shall we order dessert?"