(County courthouse, Metropolis)

Lex Luthor marched towards the horde of media. He had learned about Helena's clemency deal this morning, and he was itching for a confrontation. Chloe had seen that look before. It was like a smouldering volcano, before it unleashed hellfire upon the earth.

"This is an outrage!" Lex exclaimed. He pushed aside several reporters. Dent had just closed the door of the Explorer, when Lex grasped the door handle to open it.

A firm, gloved hand seized his wrist. "You don't want to do that, sir." Lex recognized the posh, English accent and pulled his hand free. "Alfred! Normally, I'd offer you a cup of tea and scones served on the Luthor Estate's best china … but under the circumstances, it wouldn't seem appropriate. I take it your presence here means that Bruce condones Helena's get-out-of-jail sweetheart deal!"

"Spare me the martyr routine, Alexander," Alfred quipped. "I know you too well." Lex flinched at the way Alfred uttered his name. It was how the butler used to reprimand him when he got into trouble with Bruce during their childhood. He stood motionless in front of the Explorer's rear door. The former British Army soldier would not be moved; Lex knew better than to try.

"Tell me, Alfred," Lex continued. "What could possibly merit Bruce's interference in a local school board meeting? The townspeople had a petition. It was a done deal. Whose reputation was he really protecting: Helena's … or his own?"

"You have no interest in the town's causes," Alfred insisted. "You're tied to the hip with Tony Zucco, and Helena was an inconvenient irritant. Instead of doing the right thing, you did what was right … for you! I had hoped that you – of all people – would understand why Bruce took special interest in Helena's plight." Lex thought that Alfred was angry, but the ex-soldier and spy was saddened that Lex's friendship with Bruce was on such a precarious footing.

"What's there to understand?" Lex demanded. "Bruce used Clark's bleeding-heart tendencies to exert his influence where it wasn't wanted! Bruce has waged war with the Gotham mob his whole life. I don't see how he could have any affinity with this gutless vigilante, this huntress of the night! Considering what happened to his own parents, I figured he'd want nothing to do with a criminal's daughter!"

"Out of respect for Master Bruce's friendship with you," Alfred replied, "I'll let that last comment pass." He allowed himself a few moments to study the distant countryside on the horizon. "You've known Bruce longer than Clark Kent, longer than Oliver Queen, longer than almost anyone. You've been there when he was without a friend in the world, when it would have been easier for you to go along with the crowd. You stood by him, remember?" Lex noticed that Alfred's anger had been replaced with sadness. He did remember those times, happy and carefree.

He recalled a distant night when Bruce had crawled into his boarding school dorm room, bawling like a lost puppy. Lex was nine, while Bruce just was a bit older. Both of them were social outcasts at the Connecticut prep school, due to Lex's meteor-induced baldness and Bruce's loner attitude. Bruce stood up to the bullies who harassed Lex, while Lex offered Bruce a sympathetic ear. Once, their trust was unbreakable:

"What's wrong, Bruce?" Lex rubbed his eyes awake, and bounded from his bed.

"I had a nightmare," Bruce blubbered.

"The same one?" Lex inquired. "At the dark alley?" He went to his sink and poured a glass of water for his best friend.

"The dreams are more real now," Bruce sniffed, and hastily gulped the glass of water. "I could almost see the killer's face this time. Two shots. My mother's pearl necklace broke. I should have saved them. I could have stepped in front of the gun. I could have –" He wept bitterly.

Lex put his arm around him. "Don't feel so bad, Bruce. Your parents loved you. I think my father hates me."

"Probably," Bruce grinned, wiping a tear from his eye. "I bet Lionel hates me more than you. I am a Wayne, you know."

Lex laughed. "I think you're right … 'Master Bruce'." He tried to imitate Alfred's accent, without much success. "Why does Alfred call you that?"

Bruce shrugged, and fiddled with Lex's pencil crayon case. "I don't know. It's some British thing. He said he fought for the Queen in Argentina. Or was it East Germany? I don't know if he's kidding, or if he really was a spy."

"I think it's cool he's your butler," Lex remarked. He went to his nightstand and pulled out a board game. "Well, since you're not going to sleep tonight – wanna play Snakes and Ladders?"

"Sure," Bruce yawned. "You're a good buddy, Lex Luthor. With a shiny head, but you're still a pal." He playfully rubbed Lex's bald head. They played the whole night. Even when Bruce seemed to nod off, Lex kept him awake. "Don't fall asleep, Bruce. I'll be here for you." He wouldn't allow his friend to face those nightmares alone.

Lex awoke from his memories, as Alfred jabbed a finger emphatically into his chest. "You knew better. It shouldn't have taken Clark's plea for help. I once knew someone who did have the courage to stand for what was right. One who fought not for those with power and influence, but for those who had none: the disabled and weaker kids who were picked on in the schoolyard, those without a voice. I know, because Bruce told me, all those years ago. That someone was you, Lex. Of all these people, I expected you to know better!"

Lex began to realize why Bruce intervened. Helena was like him. She suffered just like him. Maybe she wasn't as privileged as Bruce was, but she was also robbed of her innocence. Maybe Bruce was better able to cope because of Alfred's constant support – and Lex's friendship. Helena needed a friend, and only Clark supported her. Lex didn't want to believe that a mob heiress could leave that terrible life behind, but Clark did believe.

Alfred turned from him and walked away. Chastened, Lex ran after him and caught his arm. "Alfred, I – I didn't mean to suggest … I mean, I'm trying to understand."

Alfred turned again towards him. It was neither anger, nor sadness in his eyes: it was disappointment. "You've already made your choice, haven't you? We've had our differences in the past, but I clung to my belief in that shred of personal dignity you demonstrated as Master Bruce's confidant and friend. I see now that my belief was in error! Zucco is a monster, with many widows left in his wake as he climbed the upper ranks of the mob. He defiles every corner of Gotham with his corruption, and if you think for one moment that he'll spare Metropolis, then you're no friend of Wayne Manor."

Those final words were chilling for Lex to hear. Did he have other options in dealing with Tony Zucco? "You could have called Bruce for aid, and demonstrated the moral courage to stand up to Zucco," Alfred fumed. "But that would have required sacrifice on your part, would it not? Pride is the worst of all sins, and you traded honour for selfish gain. Are you prepared to revoke your deal with Zucco's union, and abandon your high-profile corporate project?"

Lex could not answer. He detested the arrangement as soon as he had signed it, but it promised so much potential. He avoided looking into Alfred's eyes because he knew in his heart that he could never abandon this project. It had become worth more than Alfred's lingering respect, something he once treasured.

Alfred walked to the driver's side of the Explorer. "Then, Metropolis is already damned," he declared ominously. "You are truly a fool, Alexander." A police motorcycle escort led the way, as Alfred entered the Explorer and departed with the motorcade. Lex was left speechless on the sidewalk, as the caravan of FBI and police vehicles wound through the streets of Metropolis.

He didn't want to acknowledge the unthinkable, that his partnership with Zucco might have come at a cost too high for him to pay: the trust of Bruce Wayne.

(The Building Barn superstore, Metropolis city limits)

Martha Kent had gone to Metropolis to do some errands and deliveries. With summer just around the corner, she wanted to be ready for the region's popular "Farmers' Market" weekends. She had two armfuls of gardening products, perhaps too much for her to carry.

"I can help you with that," a burly-looking man offered. He caught one of the bags just before it slipped from Martha's grasp.

"That's kind of you, mister," Martha replied. They walked a short distance to the Kents' truck in the parking lot. "I guess I should have taken the shopping cart with me!"

"I guess you should have," the stranger smiled. He seemed to linger a bit too long and gave her a chilling grin. Martha's intuition was set alight.

"Thanks for you help," Martha said hurriedly, "but I really need to get home. My husband is waiting for me." She quickly opened the truck door, but before she could close it, the stranger held the door firmly open. He grabbed the lapels of Martha's jacket and slammed her against the truck's side.

"Your son caused some problems for my boss," the burly stranger growled.

"I don't know what you're talking about!" Martha pleaded in vain. She could feel his breath on her cheek. There were dozens of people in the parking lot, but no one came forward to help her. It looked like a domestic squabble, and most of them chose to look the other way.

A few parking spots away, Pete Ross loaded some painting supplies into his van. He had ordered the supplies just before he left town. He only wanted to come here to get those supplies and pick up an application kit from Met U. He didn't leave Smallville on the best of terms, and he still felt badly about how much his friendship with Clark had changed. They were supposed to be inseparable, but he had betrayed Clark's trust in the road-racing snafu. Pete knew he had crossed the line then, but he also felt betrayed. He guarded Clark's incredible secret for so long, yet Clark was quick to dismiss his loyalty the moment he faltered. Clark owed him nothing, but he only wished that Clark had shown more understanding.

They were supposed to be friends, and Pete was only human.

He heard a couple arguing – was it arguing? – beside a truck. He was in a hurry, and it would have been easier to just turn away and go about his business. But the bickering became louder, and the woman sounded terrified. Pete's years in Smallville taught him that you don't ignore a problem when it shows up.

You take on that problem head-on – before it bites you back.

Pete calmly adjusted his jacket and walked boldly towards the arguing couple. The husband (or boyfriend) began to raise his hand against the smaller woman, who cowered against the truck. Instinctively, Pete grabbed the arm of the larger man.

"Hey, back off, jerk!" Pete barked. He was only a bit shorter than the burly man, and he was not going to let him strike that woman. He looked at her: it was Martha Kent!

"Mrs. Kent?" Pete blurted. He shoved the assailant into the parking lot lane. "You'd best step back, if you know what's good for you!" he glowered. More shoppers took notice of the noisy altercation.

The burly stranger glared menacingly at Pete. "Tell Clark we were 'this' close!" he exclaimed, as Pete carefully watched him leave. The man had a black union workers' jacket, which read 'Labourers Brotherhood, Metropolis Local 1920'. Pete was about to follow the man when Martha held him back.

"No, Pete," Martha begged, "Don't! Please. You don't understand." She seemed rattled, but uninjured.

"Understand what?" Pete wondered. More Kent secrets and I'm out of the loop, he feared.

Martha offered to buy him a coffee at the snack bar in the superstore and he accepted (somewhat reluctantly). He had started a new life in Wichita and was beginning to get used to life without meteor rocks, freaks and Lex Luthor. Martha patiently explained everything that had happened in Smallville: Helena's arrival, the Talon slaying, the school board petition and the firefight at Commerce Square. He learned about Lex's unsavoury partnership with Tony Zucco, Helena's sweetheart deal with the D.A. and how Clark stood alone against the entire town.

"Whoa," Pete shuddered, as he slumped in his chair at the snack bar to digest the flood of information. "And that guy who was harassing you was –"

"Yeah," Martha frowned. "He had to be one of Zucco's associates in the union."

Pete began to feel nauseous, holding his gut uncomfortably. "Suddenly, I'm not feeling so good. I just told a mobster to back off!"

"I would have never wanted you to get involved in all of this," Martha lamented, "but I am grateful you stepped in when you did."

"Hey, no one lays a hand on Mrs. Kent," Pete shrugged, "not while I'm around!" They quietly had their coffee and danishes. When they were done, Pete turned to Martha.

"Umm – how's Clark doing?" he asked. "Battling meteor freaks and Lionel Luthor is one thing, but taking on the ruthless Gotham mob is a whole other ballpark!"

"He believed in Helena," Martha explained. "To the end. He asked Alfred for help, and Bruce Wayne's attorney stepped in. Lex is not happy about that at all!"

"Well, I won't be losing any sleep over Lex's fallout with Bruce," Pete remarked. "My money's on the billionaire playboy from G.C." He stirred his coffee, which had become cold. "Are you sure you're going to be okay? Do you want to report that guy to the police?"

"No," Martha replied. "No police. It could make things worse. I'll have Jonathan meet me in Metropolis." She rested her head on her hand. The recent events had taken its toll on everyone in town and she was tired of the mistrust and hidden agendas.

"Maybe Mr. Dent was right," she thought aloud. "Maybe we are naïve. Maybe Helena was never really the problem. It's the people who turned a blind eye to the things those gangsters do. That petition was supposed to be the magic wand to fix everything. All we wanted to do was protect our town, our slice of paradise." She sighed. "Silly, huh?"

Pete thought of the people in the parking lot who did nothing to help Martha, and he knew that Metropolis was no longer as safe as it once was. He wasn't surprised Lex Luthor played a role in Zucco's successful entry in the city. "It's not silly, Mrs. Kent," Pete disagreed, "We all want what's best for our hometown. But sometimes, even that's not enough. People get burned along the way." He remembered how Clark turned away from him when he tried to make amends for involving him in the street-racing scandal. Did their friendship mean so little to him? Did Clark ever really trust him? Would they ever become close friends again? He didn't have the answers to those questions yet.

Maybe I don't want to know.

"Tell Clark and the old gang I said hi," Pete hugged Martha and waved goodbye. "I'm glad they're still doing alright."

"Maybe we can visit you sometime, in Wichita?" Martha suggested. She wanted to make an effort to rebuild bridges with Pete. He had done so much for them: he protected Clark's secret, given countless alibis for Clark's superhuman heroics, and served as the sober second-thought to Clark's impulsiveness. The Kents could not do enough to repay him, or the Ross family.

"Clark knows where to find me," Pete stated. "I got his back. Still do." Minutes later, Pete was on the interstate to Met U. He felt proud that Clark had the strength of his convictions to stand up to Lex Luthor (this time), despite Clark's incomprehensible belief in Lex's goodness. Martha's tale only confirmed that Lex could never be trusted. Despite all that had happened, he remained hopeful that Clark would know the right thing to do (even if Clark sometimes acted like a sanctimonious blockhead).

"Clark Kent … a hero to the end," Pete smiled to himself. Clark stood up to Lex Luthor! His elation dissipated when he thought of the mobster's threat to Mrs. Kent.

They were 'this' close.