The room's a little brighter now, the early morning sun having dried both women's tears, allowing them to continue sharing secrets as women tend to do.

Despite the desperateness surrounding her new friend, Martha seems to blossom in the company of another female; not that she does not love her husband and son, and the dimensions they add to her life, but there's just something about the bond between women.

"When I found out what Lionel had done to his parents I didn't believe it. I just couldn't imagine that someone like him, someone who has everything could be capable of something so horrible," Audrey says, rubbing the chenille bedspread in between her fingers.

"I can't imagine what that must've been like for Lex," Martha says, shaking her head.

"He wanted him to pay," Audrey says pausing, knowing her next words will reveal that which she loved and hated the most in Lex.

"If he sets his mind to something, nothing, no one, can stand in his way."

These words strike a chord in Martha's heart. Loving Jonathan also means accepting his tenacious pursuits. It too, is his stubbornness that Martha loves and loathes in her husband. The irony that Lex Luthor and Jonathan Kent are so alike brings a smile to her face.

Martha's bond to Audrey is not that of a mother and child, but of two women walking a similar path.

"When Lex learned about Clark it answered so many questions for him," she says, pausing, looking down at the bed. "Unfortunately, I knew it raised another thousand that he would have to have the answers to."

Martha straightens her back, hoping to alleviate the tension Audrey's words bring to her. Since the very first day she took her son into her arms she had feared all the questions people would ask about him, wishing more than anything she had the power to protect him.

Audrey looks back up at Martha, able to read the concern on her face.

"I feared then how far Lex would go to find those answers," she says, quietly. "I guess fate has a funny way of stopping things that aren't meant to be."

Martha understands. Perhaps it was for the best that Lex could not recall the events that revealed Clark's secret to him. However, she could not allow herself to breathe a sigh of relief, knowing full well that exclusion from his psyche also meant the removal of Audrey from his life.

x X x X x

After just seeing his wife to bed after her long night consoling Audrey, Jonathan is getting an uncharacteristically slow start, having had to prepare his own breakfast, a feat proving more difficult than he anticipated.

Clark, upset about his falling out with Chloe, finds it difficult to concentrate on his bacon and eggs. His distance actually spares him considering Jonathan's callused hands aren't quite as skilled in the kitchen as his wife's.

"Clark, son, you need to get a move on," Jonathan says, his words startling Clark out of his thoughts. It never ceases to amaze him that although his teenage son possesses the power to out run a freight train, he is very much normal in his adolescent laziness on getting himself in gear.

Clark picks up the blackened bacon, looking at it curiously before bravely taking a bite. The bitterness of the charcoal comes in a close second to the bad taste in his mouth looming from his falling out with his friend.

Jonathan finishes off his cup of black coffee, resting against the rugged pine cupboard, his lack of desire to indulge in a second portion providing him a brief moment in which he can rest.

The silence between the two men is deafening. Jonathan, well aware that his son is upset, doesn't have a clue what to say.

The absence of Martha is not only felt in the food, but also in the subtle way she's able to convince the men in her life to open up to each other.

A tiny rap on the door spares them both the awkward meal and silence.

Chloe sees Clark sitting at the kitchen table through the screen, so she proceeds to let herself in. Her eyes immediately lock with Clark's, desperate to jump right into that which she came to say. Noticing Mr. Kent standing there, she hesitates, offering him a polite glance, her innocent eyes urging him for a moment alone with Clark. Luckily, he is perceptive, and terribly behind in his work.

Jonathan cocks his head, a sly smile tickling his lips.

"You two keep it down," he says, giving Clark a sympathetic pat on his shoulder as he walks out the door.

Chloe stands quietly, picking her moment. She spots the shriveled pieces of coal piled on Clark's plate; this is her in.

"Interesting breakfast," she says, taking a seat next to him, examining what was at one time bacon heaped before him.

Hearing her jovial attempt to make-up, Clark's fears subside. He smiles, sliding the plate away from him. "My mom was up late, so my dad had to cook breakfast."

Chloe sets her arms in front of her, resting her forearms against the table. With her fingers laced, her thumbs chase each other, helping to alleviate some of the nervousness she's feeling. Keeping her eyes on the plate, she takes in a deep breath as though about to plunge into very deep water. "Clark, I need to tell you something."

"What is it Chloe?" he asks, sensing her nervousness.

"There's something I've been keeping from you, Clark," she says, unable to look at him, all too aware of her hypocrisy.

Clark's leans down to look at her, seeing that rare vulnerability Chloe seldom lets slip.

"I've known something about Audrey and Lex that I didn't tell you," she begins, her eyes checking his, almost anticipating wrath.

He simply listens, his eyes offering nothing but compassion, easing her on. How can he judge her for keeping this secret?

"Clark, they had a relationship," Chloe says, dropping the bomb.

"How do you know that?" Clark asks, continually in awe of Chloe's ability to get to the bottom of things.

"One of my sources at The Planet was at the gala where they met," Chloe says, following quickly with the lead. "Clark, Audrey was the last one on the visitor log at Belle Reeve the day of Lex's procedure."

Clark's eyes widen, Chloe's discovery sending his mind off on a tangent. He knew all too well that Lex entered Belle Reeve knowing all about his abilities, having seen them first hand. What Chloe was saying could mean that Audrey knows about his powers as well.

"We both know why Lionel felt the need to hit rewind on Lex's brain," Chloe says, tasting her disdain for the elder Luthor. "I just can't help but think that Audrey knows the truth about him, too," she adds, biting her lip nervously.

As his mind races along, imagining the worst case scenarios of Audrey knowing his secret, Chloe continues on with what could be her front page story.

"Clark, every memory Lex has of Audrey is gone."

Suddenly Clark realizes why Audrey had come to him. She held within her the knowledge that Lionel Luthor would kill for. His actions aiming to systematically dismantle her life, bit by little bit breaking her, forcing her to run to the only arms that she knows can protect her.

"Clark," Chloe whispers, realizing she's talking a little too openly about someone who just might be in earshot. "Where is Audrey?"

"She went to see Lex," Clark says, beginning to worry what secrets Audrey may reveal about him.

"I really don't think they should see each other," Chloe says, a sense of urgency residing in her tone.

"Why?" he asks, not understanding why Chloe would all the sudden seem so desperate.

"Lex's condition isn't exactly permanent," Chloe says, her eyes wide with worry.

"What do you mean, Chloe?" he asks, hoping this is just another logic leap of hers.

"I did some research today and found out that the procedure Lex had really only hides past events, not completely erases them," Chloe says, the look on her face telling Clark this is real.

"It generates walls, hiding select memories in the subconscious," she continues, explaining. "Something as simple as a smell, a place, or even a sound can trigger a memory."

"Clark," she says, pausing, "Just being around Audrey could cause everything to come flooding back."

These words strike fear into Clark's heart. If there was one positive element of the torture Lionel inflicted upon Lex, it was that the knowledge Lex had discovered about Clark's secret had been buried. As much as Lex regaining his memory could hurt Lionel, it could also hurt Clark. To protect Lex from his father, Chloe and Clark would have to find a way to keep him away from Audrey.

Sadly though, in doing this it means dividing Lex from someone that truly is capable of making him happy. Perhaps the one glimmer of light that had ever shown into his dark life.

"If Lex were able to recall the truth about his grandparent's death there's really no telling how far Lionel would go next time to protect the secret," Chloe says, fearful for Lex, and herself considering the knowledge she has regarding the subject.

Clark knows what Chloe said is right. Lionel had done unspeakable things to his son, and was sure to take an even more permanent step should the need arise.

x X x X x

Lex has been up since before dawn, hoping to unravel the mystery of Ms. Peyton in his head. Lost in his laptop, he compares countless documents hoping to find the primer. One by one he compares Audrey's property records to his father's real estate acquisitions, highlighting what in no way are simply coincidental similarities.

He instinctively closes the computer as he hears a soft knock, on the opening door.

"I asked not to be disturbed," Lex says sharply, annoyed by the distraction.

"I'm sorry Mr. Luthor, I'll come back," Audrey says, embarrassed for her unannounced visit. She turns to leave the room, her head down, unable to look at him.

Lex is out of his chair, standing beside her before she can even reach the knob. Placing his hand on her shoulder he urges her to stay. "Please, call me Lex," he soothes.

Lex. The name she had so often said in the company of love, in intense moments of passion and in candid moments of friendship, now caused her pain to utter. If she was consigned to be Ms. Peyton in his world, he would have to stay Mr. Luthor in hers.

Turning to face him, she is instantly greeted by his outstretched hand. "We didn't get to formally meet last night," he begins, his eyes overflowing with desire to meet her. "I hope you are feeling better," he adds.

Audrey shakes his hand, the reunion of their flesh fueling the roller coaster of emotions she has ridden since the day his mind was closed to her. The warmth of his skin igniting the flame of desire within her, yet the nagging reality of what had come to pass caused his flesh to sting her; A bitter reminder of all that she had lost.

Closing her eyes she takes a deep breath, hoping she can disguise her feelings towards him, and say what she came to say.

"Are you okay?" Lex asks, her inner struggle evident on her face.

Pulling herself together, she smiles, answering "I'm fine. Thank you."

"Please have a seat," Lex says, his hand showing her towards the couch.

"Can I get you a drink?"

"Juice," she says quietly, sitting down.

Her fingers graze across the leather couch, it's softness welcoming her to a part of his world she had never seen. Her eyes move about the room, taking in every ounce of her surroundings; everything that surrounds him. Even the air she breathes in tastes like him. The beautiful scent of his cologne, and the crackling fire tickles her nose, making her wish so badly all her senses could forever be fueled by the essence of Lex.

Among the dozens of artifacts and paintings, Audrey cannot miss the one created by her own hands. The small piece would forever be recognized by her heart, and she couldn't help but notice that since it's arrival to the mansion it had been given the royal treatment, now protected beneath an ornate gold frame.

"I'm sorry we didn't get a chance to formally meet last night," Lex says, setting down a glass in front of her, taking a seat in the arm chair, his eyes curiously searching hers.

"We've met before," she says, breathing out the words that could reveal so much. Driven by her heart, unable to stop herself, she continues, "at a gala in Metropolis, the opening of my gallery, actually."

Igniting his charm with a devilish gaze, he smiles, confidently confirming "I'm sure I couldn't forget meeting someone like you."

Her hands grip into the creamy leather beneath her, praying she'll be able to continue enduring what feels like the cruelest form of torture. If she couldn't hear her heart pounding so hard within her chest, she'd be sure it had stopped beating altogether.

Finding within her the last flicker of spark she has left in her being, she lets a knowing expression creep across her face. "Well, I am pretty easy to forget."

"I highly doubt that," he says, the words seductively rolling off of his lips, as he leans in towards her.

"The reason I'm here Mr. Luthor," she begins, using a stronger tone, breaking their eye contact as she straightens her back, hoping to defend against his advances. "I was hoping the painting I sent reached you safely."

"Yes," he confirms, rising to retrieve the painting from his desk. "It's an extraordinary piece, I'm honored to have it in my collection," he says, his words of praise having the opposite affect on her.

She had painted the piece the first night they shared together. Her freedom of expression unhindered, able to flow freely, inspired by the moments before and after she gave herself to him. In the quiet hours before dawn she created it, caressing the canvas with colors that seemed more brilliant thanks to the new palette his love provided her. Watching him sleep, she completed it, anxious to give him another piece

of her.

He fell almost as deeply in love with the painting as he did for her, insisting it be hung in her gallery near the terrace where they first met, wanting every time he saw it to be able to see just where it all began.

In mailing it to him, she sent him her heart, hoping he would remember.

Lex, brings the painting over towards her, setting it down on the coffee table before them. Sitting on the couch beside her, he hopes to get to the bottom of the connection between Audrey and his father. "Is there any particular reason why you sent me the painting instead of displaying it in your gallery?"

"It did hang in my gallery once upon a time-," Audrey says, stopping herself, not wanting her romantic choice of words to reveal too much. She takes another sip, the taste of the juice equaling the sweet and sour memories plaguing her. Swallowing hard, she hopes to keep down her emotion, gently reminding him, "You seemed to admire it the night you saw it in Metropolis."

Unsure if she is toying with him, or if he had met her one night in the city and failed to recall, he decides to make a point to remember her this time.

Leaning in towards her, he places his hand on her knee, his eyes sparkling as he looks into hers. "I hope you'll give me the opportunity to repay you for such an extraordinary gift."

The look in his eyes as he casually touches her skin drives a knife into her heart. Although she longs to still be object of his affection, the distance in his touch, the lack of true feelings behind his stare, can only serve as a reminder that she is now a perfect stranger to him.

Rising up from her seat, she intentionally removes herself from his grasp, having seen first hand that no amount of wishing could make time reverse for them. The damage was done, and the most she can hope for is that the time capsule of their stolen moments be cared for by his hands.

"Knowing you believe it to be extraordinary is payment enough," she says, handing him back his glass.

Lex's advances toward her could not be welcomed or returned. For as much as she wished they could start all over again, she knows lightning seldom strikes the same place twice.

She would rather live forever with the memory that she had been the exception in his long list of women, than have him back, unable to recall the intimacy they once shared. The lack of connection in his eyes when he looks at her now proves that now she is only a woman he knows as a benevolent artist from Metropolis. A woman perhaps he would play with and tease, but she could not hang onto the hope that he could lower his guard again to a world of happiness with someone like her.

"Audrey," Lex says, his tone almost pleading. "Does your gallery have a terrace?" he asks, unsure why those words just escaped his lips. True, he had just visited the loft that once served as Audrey's gallery, saw with his own eyes the terrace overlooking the city, yet for some reason he just had to ask her that question.

"Not anymore," she says, turning away quickly before he sees the tears fall from her eyes.