(AN: JUST A QUICK NOTE ABOUT CONTINUITY: This picks up after Clark's fight with Jonathan, but he doesn't end up smashing his ring on the wall. Instead he hi-tails it outta there.)

OOOO

He is still breathing heavily when he gets back to his loft. The ring glows brightly as he stuffs the few possessions he cares enough about into a small duffel bag and writes a note for the superintendent. He puts it in an envelope along with two month's rent in cash and slips it under the door of the super's apartment. Luckily she's an old woman who goes to bed early, so she isn't awake to confront him.

He isn't tired, but he can't seem to stop his breath from coming in short, sharp gasps that echo in the darkened street. He's never hyperventilated in his life, and he refuses to do so now. He forces himself into a slow, calm rhythm that soothes and relaxes.

Clark has never felt more alone in his entire life.

He knew, in the back of his mind, that it was only a matter of time before the Kents found him, but Jonathan's superpowers were quite a shock. He doesn't have the time to figure out where they came from, but he's certain it has something to do with Jor-El.

Since he left the motorcycle at the site of the bank robbery, and he gave away the car, he has no mode of transportation beyond walking. He thinks that if he uses his super speed, he's going to burn himself out. He's beginning to feel the effects of panic. His muscles are weaker, they're shaky and quivery and he knows he has to find somewhere to hide but he can't concentrate on anything and-

Clark is suddenly surrounded by three burly guys. The leer at him menacingly and in any normal situation Clark would just push them out of his way, but he can feel his vision spiralling, and his hearing is getting distant. His chest hurts.

They start pushing him, and he can't seem to do anything in the way of defending himself. There is a glint of green and-

"Not so tough now, are you?" He vaguely hears one of them say, and receives a hard punch to the stomach. It doesn't hurt, really, but together with the strange attack on his body it has a winding effect, and Clark gets dizzier by the second.

And then they are gone. Clark falls, bag forgotten at his side.

He hears a sharp cry and the crack of shattered bone.

Before he loses complete consciousness he sees a pale, pale face edged in black, hovering over him like some kind of dark angel.

OOOO

Clark wakes up to the strangely familiar blare of daytime TV. He thinks he can hear Maury Povitch in the background, talking about how terrible some little bald girl has it. The first thing he sees when he opens his eyes is a yellowed ceiling, complete with cracked, torn paint. It isn't anywhere that he would willingly go, he's certain.

Which can only mean one thing.

When he finally feels like he has the strength to move, he turns his head in the direction of the TV and sure enough, there she is.

She sits with her knees curled up and to the side. Her black hair is swept in a messy wave over her shoulder. She is still wearing her ripped tights, short pleated skirt, and black ribbed tank top.

Her eyes are still hollow.

"So, you're finally awake."

Her smile is slight, but he sees the turning up of the edges of her lips.

"Are you hungry?" She asks, and the opportune rumbling of his stomach answers for him. She stands and goes over to the table in the corner of the tiny room. There are two plastic bags, and she searches one of them, finally pulling out a loaf of bread and a jar of marmalade. "I used to live off this stuff." She unscrews the jar and snags a plastic knife from the bag and begins spreading. "When I was twelve I spent probably nine months travelling from music festival to music festival-it didn't matter what kind, jazz or rock or folk or whatever- and I pretended I was Paddington Bear, eating marmalade sandwiches all the way." She waits until he's sitting up and then thrusts the sandwich into his hand.

Clark takes a tentative bite and then begins to tear into it. As soon as he swallows the first bite he feels ravenous.

She sits in a flimsy metal chair and fixes a sandwich of her own, and then wrinkles her nose when she takes a small bite.

"I took money from your bag to pay for this room and buy the groceries."

For some reason, he waves it off. "Make me another?"

She hands him hers and reaches into the bag. She pulls out an apple and shines it on her shirt before taking a bite. The crunch echoes loudly in the otherwise silent space.

"Who are you?" He asks. She raises an eyebrow. "I mean-what's your name?"

"I'm-"She looks sideways. "Smiley." She looks at him. "You don't have any ID on you. I checked." He's surprised she doesn't look more embarrassed about searching through his things, but she seems completely unruffled. She is at ease in this tiny room.

"Where are we?" He can feel the rest of his darker half trickling back into his body, making him colder, harder than he was before. But in an instant he adds-"I'm Kal." before everything goes away. He immediately regrets it.

"We're in a little motel in the north end. The Royal Edgar." She almost grins.

"I have to go." Clark starts to get up.

"Where?" She asks with something of desperation in her voice.

"Somewhere far away from here. Metropolis."

"Like what? Gotham?"

He likes the sound of that. He's heard rumours about the things that went down in Gotham. It was a city for criminals.

"Yeah." He says, a cocky smirk forming.

"Take me with you." She commands.

He freezes. "No."

"Kal." Something in her voice makes him turn to face her, and she wavers for an instant. "Kal, I know what you're running from."

"Oh yeah?" Suddenly he's in a very dangerous situation.

"I've been running since I was twelve." She pauses to look into his eyes. "I can't stay here, Kal, in this city. But I can't run alone anymore."

Clark doesn't answer immediately. Even with the red ring, he knows he's going to want someone once in a while. Someone like him, not just those silicone-infused blonde bimbo-whores.

"What's in it for me?"

". . ." She stares at him. "I don't have anything to give you. No money. No drug connections that are worth a fuck. Sex?" She says it like it's a question, and he nods almost involuntarily.

"That's a start." He says.

She says nothing, only nods.

"So. I'll take you with me wherever I go, and in turn you'll do whatever I want."

She grimaced, but abruptly smoothed her face into something neutral. "I don't like the way you say it."

"What would you prefer?"

"Never mind. Let's just not talk about it." They are frozen in pace for a moment, it seems, but then she tentatively moves over to the bed and sits down next to him. She strokes his hair back from his face. He laughs.

"So we're getting right to it, huh?"

She flinches away.

"You know, you're a real bastard."

"I know." Then he pulls her in for a kiss. He's wandering into dangerous territory here, but he's not about to let her know that for all the women he's picked up, he's never actually gone through with it. His memories of those nights are sharp and clear and he can distinctly recall the disgust that worried its way into his chest and forced him to push the girls away.

He doesn't feel anything remotely like disgust now. All he feels is the intense heat pooling in his groin instead of behind his eyes and he almost cries out.

She obviously knows what she's doing.

"Is this what you do for a living, Smiley?" It's a cruel question and yet another attempt by his subconscious to drive her away.

"If I were a whore I'd have enough money to get out of this town on my own." She says without inflection, and resumes gnawing on his lips, chin, throat. Tiny bites, big, open-mouthed teeth-kisses.

"Goo-ah-ood point." He gasps.

"You like that?" She does it again, swirling her tongue around his collarbone. She tugs at the hem of his shirt and he raises his arms so she can pull it off. She gazes at him for a moment, something in her eyes that he can't quite read, and then she moves in.