Chloe climbs the steps up to the loft, her heart always seeming to beat a little differently when between the wooden walls of the Kent barn, well, actually whenever she's around Clark.

She freezes for a moment, absorbing the vision before her; the large man gazing out the hay door, seemingly lost in his thoughts. Despite his size, and ability to handle most situations thrown his way, Chloe always feels she needs to be there for him, care for him like she believes only she can.

Clearing her throat, she snaps him out of his thoughts, the look on his face a bit surprised that it is the blonde friend of his darkening the doorway.

Always feeling the need to compare herself to the other, Chloe throws up her defenses, showing that quality of hers that seems it will always keep them apart. "Disappointed?" she asks, feeling the emotion herself.

His cheeks pinken, well aware that Chloe has the gift of reading his mind always. Indeed he was thinking of Lana, but not in the manner in which he did in earlier days, when things like Lex's future didn't lay in his hands. He was thinking about love, the kind it seemed Audrey and Lex shared. He knows the feeling of love, or thinks he does. Having seen a glimmer of the beautiful light of love shine between him and Lana, he cannot bring himself to obey the promise he made to Chloe, to keep Audrey and Lex apart, especially now that he knows their a child in their future.

Not wanting to hear all the logical reasons why Lex should never know about his past, Clark tenses, not looking forward to another confrontation with Chloe.

Knowing he must offer the bit of information he is privy to, but struggling with the fact that he has to divulge a secret Audrey obviously doesn't want revealed, he begins to pace around the loft, feeling like a hypocrite.

"What is it, Clark?" Chloe asks, knowing by his expression he is holding something back from her.

Clark understands the importance of keeping secrets, but something in his heart will not allow him to simply stand back silently and watch Lex be denied what could be the greatest thing to ever happen to him. He owes it to his friend to give him the opportunity of a future full of happiness, regardless of what it costs himself.

"Audrey's pregnant," he says, his eyes hanging on to Chloe's as she digests the words.

"What? How do you know?" she asks, trying to wrap her mind around the repercussions.

"I overheard her tell my mom," he lies, doing his normal bad job. Lucky for him Chloe is way too caught up analyzing the information that was just given to her to pay any attention to the holes in his story.

"This changes everything, Clark," Chloe informs him.

"How?"

"The romantic in me wants to get them together," Chloe says, for just the slightest moment raising Clark's hopes. "But, the realist in me knows that things have gotten that much worse."

Clark is again slow to catch up, he has to ask again, "How?"

"We both know that the one thing Lionel has always wanted is an heir. An heir worthy of his expectations," Chloe tells him, and then finishes the fearful thought that just entered Clark's mind, "Lex has never been that heir."

X x X x X x

Audrey leans over the sink peeling potatoes, the afternoon sun warming her cool complexion as she gazes out the window at the peaceful pasture. Without effort she removes the skins in one continuous spiral, illustrating her artistic flare in even the simplest tasks.

"Don't tell me the Kents have managed to domesticate you already, Ms. Peyton," a voice calls from the doorway, causing her to prematurely sever the perfectly coiled peel sending it spiraling down towards the sink.

Closing her eyes, praying the voice is only in her head, she tightly grips the peeler, feeling like a rabbit caught in a trap. Slowly she turns, revealing herself to the man from whom she has been running, the man who has finally managed to catch her.

"Mr. Luthor," she says, her soft voice shaking. Barely able to bring her eyes to his, she instinctively adjusts the apron tied around her midsection, clutching the peeler in her hand so tight her knuckles turn white.

He slinks towards her, picking up a peeled potato out of the sink. "I admit it has been some time since I've had the pleasure, but I don't believe I recall Gazpacchio containing potatoes," he says coyly, watching her out of the corner of his eye.

Gently tossing the potato into the air and catching it quickly, he makes her uneasy with his familiarity of her, his evil eyes taking pleasure in making it known.

Clinging to the fact that her feet stand on safe soil, she squares her shoulders, offering an indignant "I wouldn't know," before brushing against him as she crosses the room.

"That's odd, I heard you had quite the talent for it," he says with a sly smile, looking over his shoulder at her.

Audrey's heart pounds, hoping against hope Martha will return early from her trip to the store, or Jonathan and Clark might end their work day early and free her from the icy man who seems intent of chilling her.

How did he know when to strike? How could he have known at this moment the house would be empty, her safety net falling for a brief second, allowing him to penetrate the safe fortress in which she hides.

"I'm disappointed, Ms. Peyton. I had hoped you gleaned from our last conversation the limits in regards to your proximity of my son," he says circling her, the warmth of his breath on her neck sending a chill up her spine.

Backed up into the table, she clutches it, feeling she could snap the oak with the force of her grip. The frightening reality of facing this man feels too much to bare, his sheer presence striking fear into her heart.

Feeling defiance is her only hope against him, she summons the final shred of strength she has within her, straightening her back as she stands up to him, "I don't recall there being much conversation the last time we met."

"Indeed, I don't recall you putting up much of a fight, perhaps that's the quality Lex found most appealing about you. But, apparently your listening skills are equally lacking as well."

Fueled by his insult, she sharply asks, "Why do you care so much if Lex and I are together?"

His lips curl into a devilish grin, impressed, able to instantly recognize the flare in her that proves she's the closest match to the one Lex has so long searched for.

"I once knew a woman very much like you, Ms. Peyton," he begins, holding his hands behind his back leaning towards her as he speaks the words. "Delicate beauty and indomitable spirit make for an intoxicating combination," he says, brushing a wayward lock of her hair away from her cheek, his touch summoning in her a thousand shivers. "However, those fooled by such gifts often find themselves suffering fates similar to those entranced by the tragic beauty of Helen of Troy".

Fighting to stand despite the crushing pain in her chest and weakness in her knees, Audrey holds her head high, her eyes disguising her consternation to the best of their ability.

Lionel, although impressed by her ability to maintain composure, picks this moment to move in for the kill. Reaching into the breast pocket of his coat, he slides out a small folded print containing the image of Audrey's future, the future he wants to take for his own.

With his long fingers he unfolds the paper, arching his eyebrow as he concentrates his focus on the small black and white image.

"You know, of all the creations of yours I discovered in the loft, I do believe this one shows the most promise," he says, letting his words raise the hairs on her neck. "Intriguing little development, wouldn't you say?"

She cannot move. She cannot think. She cannot breathe, and his eyes ignite with power as he sees that he has finally broken her spirit.

"My son's psychotic break invoked behavior a man of his prominence cannot afford. Fueled by his hallucinations he formed liaisons detrimental to the future I have secured for him. Such bonds with inferiors caused him to view stories of fiction as though they were fact, but let me assure you Ms. Petyon, the fairy tale is over."

Taking the few steps to close the distance between them, he leans over, whispering in her ear, "perhaps I will read the child 'Romeo and Juliet' one day."

Audrey stands frozen, still gripping the peeler in her hand as she clings to the table, unable to let go for fear she will crumble to the ground.

"Is there something I can do for you, Lionel," Jonathan growls from across the kitchen. Audrey sobs a cry of relief at the sight of Jonathan standing with his fists planted firmly on each hip and his large son looming behind him.

"Jonathan, it's good to see you," Lionel snaps up.

"I wish I could say the same. I also wish I could say I invited you into my home, but I can't," Jonathan bellows.

Lionel leans in to Audrey, keeping his eyes firmly on Jonathan, saying, "I hope you enjoyed our conversation more this time, Ms. Peyton."

Jonathan steps forward snapping Lionel back up.

"Clark, it's always good to see you," Lionel sneers, turning briskly to sweep out of the room.

"Thank you, Jonathan," Audrey says, for the first time feeling that Jonathan, and not just Clark, is her protector.

"Anytime I get to throw Lionel Luthor out on his keester is fine by me," Jonathan tells her.

Softening his eyes, he puts his hand under her chin, affectionately shaking the nerves away, as he reassures her "everything will be okay."

X x X x X x

Lex breezes into the Talon, seemingly lost in his thoughts and the stack of documents he has in his hand. His uncharacteristic preoccupation hinders him from noticing the 'Wet Paint' sign on the counter.

"Lex!" Lana shouts, hoping to stop him from running directly into the newly painted counter. Unfortunately her warning is a moment too late, he has already brushed his coat right across it.

Lana cringes, covering her eyes with her hands, fearing the decision to freshen up the front of the counter while the Talon's open was a bad decision. Looking down at his ruined Dolce and Gabana coat Lex is obviously annoyed. He sets down the stack of papers on the counter, shaking his head, letting out a frustrated sigh of a laugh.

"I'm so sorry," Lana says, coming around the counter with a wet rag, not sure really how she's going to help, but wanting to try. She begins brushing off his jacket with the cloth, actually just rubbing the paint in deeper, making the stain worse.

Lex takes a step back, feeling something.

Lana, fearing his distance is evidence of how he feels about her decision to paint, takes the step towards him.

Diligent in her pursuit to make things right, and be forgiven, she rubs harder, desperately trying to work the stain out. Suddenly a pang of modesty strikes her, making her aware of how familiar her hands on Lex might be perceived. She pulls back, holding the rag in her hand, peering up at him with wide eyes.

Lex, too, is struck with a pang of familiarity, but it does not stem from the awkwardness of Lana's hands on him. He feels he's experienced this same scenario before; Paint on his coat, and the gentle brushes of someone desperate to remove it. The bewildering feel of deja vu is something he seems to be experiencing more frequently lately, and he has to know why.

Still reeling from the uncertainty of the moment, he finds himself rubbing his forefinger and thumb together, the sensation of wet paint sliding between his fingers sends a flood of emotions through his mind.

"Lex?" Lana says, trying to snap him out of the trance that is evident on his face. "Lex!" she says louder, grabbing his forearm. The touch of her hand grasps him out of the flashes of distant memories running through his mind, and back to present day.

"Are you okay?" she asks, frightened by his odd behavior.

"I'm fine," he says, "just fine."