The next morning, Clark sat in his apartment's living room watching a recorded baseball game on television while finishing breakfast. He heard the door to his bedroom open and Karen emerged rubbing the sleep from her eyes. While she had always appeared very put together when on the job, or even battling alien robots it was a little unusual and amusing to see Karen looking a bit disheveled for once and very… well, human.

"Morning," Clark called before turning off the game, "I made a couple extra pancakes and strips of bacon. They should still be out on the counter."

"First… coffee," a bleary eyed Karen muttered while going directly for the coffee maker and pouring a fresh cup.

She took some food and walked over toward the living room couch, "So I guess you should be the one thanking me right now."

"How do you figure?"

Karen sat down primly to eat her breakfast and she gave a wink, "It's a pretty major boast to say that you had Power Girl in your bed last night."

"Ha ha, very funny," Clark sighed while rolling his eyes. "It seems no good deed ever goes unpunished."

Karen finished her meal and cleared her throat, "So… about yesterday, and that second Brainiac attack. That's not a good sign, is it? Are you thinking what I am?"

"That he might be getting closer and focusing us?" Clark mused, "It crossed my mind, yeah. I've been debating ever since last night about telling the Justice League."

"You're getting them involved after all?"

"For now I think it's best that they know a little bit about what's going on. At least we should keep them on watch for any danger," Clark said, "I'll do what I can to keep you out of it and not have the League be too nosy about your own business."

"I appreciate it," Karen sighed in resignation, "I guess it can't be helped, huh?"

When she finished her meal, Clark asked, "So I'm guessing you're headed back to NYC now?"

"Actually… I was thinking about sticking around a little while longer," Karen replied gesturing around her, "I was thinking about what you said yesterday about being responsible and doing good, so I wanted to start here by paying you back for all the help and hospitality you've given."

"Come on Karen, you shouldn't have to. It was no trouble… really."

She shook her head, "Please Clark. I insist. I'd feel more guilty if I didn't."

Clark thought it over and shrugged, "Well... I guess so. What did you have in mind?"

"How about a nice dinner out? My treat," Karen said as she got up and wagged her finger toward him, "And unless you've got a whole closet full of them, for the love of God, don't wear one of your same old boring blue suits. I'll meet up with you later, okay?""

He raised an eyebrow, "Oh? And where are you planning on going right now?"

"Out to get a few things," Karen answered while pointing to her mussed hair and wrinkled clothes, "If I'm going to hit the town later tonight, I can't go out looking like this, right?"

As she headed off to the bathroom, Clark gave a little sigh and shook his head before he took the remote and turned the baseball game back on.


Later on, early evening began to set in over the city as Clark and Karen sat on the outdoor rooftop patio of the Aviary, an upscale restaurant of downtown Metropolis. It was a perfect Spring evening, clear skies and mild temperatures. Clark took a look around and straightened out the collar of a gray suit jacket he had opted for tonight. Karen watched him with amusement and folded her hands, "Don't worry. The suit looks good. They won't kick you out of this place."

"It's not that," Clark admitted sheepishly, "I always feel a little awkward in places like this. I guess I'm just one of those simple working guys who's always been more used to burgers and fries. The only time I come to places like this is for, well..."

"Big dates?" Karen offered, "Well relax. This is definitely not a date. It's how we execs do our business sometimes. Think of it as just a casual dinner meeting between two colleagues who work together."

Based on the form fitting white cocktail dress she was wearing, it could have fooled Clark but he decided hold his tongue. He gave a shrug and sighed, "It's probably just as well. I don't really go out on dates much anyway."

"Oh I know what you mean," Karen mused, "Me neither. I'm usually too busy with work, but it's also an issue of..."

"Not wanting to tie yourself down to much here?" Clark guessed.

She nodded and took a sip from a wine she had ordered, "It's kinda hard to relate to a lot of people in forming those kind of relationships, especially for 'uniquely talented' people like us."

Clark gave an amused smile before glancing to the skies above, "Still... I think it would be kind of nice to settle down and maybe start a family one day."

"That might be kinda hard," Karen pointed out, "The DNA of people like us is a bit different than a lot of others here. There could be a much greater risk of problems."

"Really? I... never knew that," Clark said in surprise. "There's actually quite a bit I don't know about my heritage. I haven't had anyone or anything to teach me so I've kinda learned a lot of things on the fly."

"Hopefully that was not an intentional pun," Karen retorted before she heard another woman's voice call over to their table.

"Hey Smallville! Is that you?"

Clark froze in dread and glanced over to see Lois come over to the table with her boyfriend Jon. Clark gave a feeble laugh, "Lois? Uh... hi. What are the odds of meeting here, huh?"

"You can say that again," Lois remarked, "So are you going to keep us all in suspense here? Introductions?"

"Ah... right," Clark said hurriedly, "Karen, this is Lois Lane, one of my coworkers."

"One of the Daily Planet's lead reporters," Lois added proudly as she shook Karen's hand, "How about you Karen? First year lawyer? New model maybe?"

"Business owner actually... of Starr Industries," Karen answered with a smirk.

Lois's eyes nearly popped out of her head, "Wait... hold on a sec. Then you're..."

"The Karen Starr? That's right," Karen answered politely.

Lois blinked a few times and cleared her throat, "Well I can see I'm in some really elite company then. I don't want to bother your meeting. I'm guessing Clark is pitching some business idea to you?"

Karen cast a sly grin over to Clark and reached out to touch his hand, "No, more like a date. Looks like you're batting 0 for 2, Miss Lane."

"Ah... well, I'd better quit while I'm ahead then," Lois answered sheepishly before stepping back and looking to Clark.

"Treat her nice and don't mess this up Smallville. That's a classy lady right there."

Once Lois and Jon left to find their own seats, Clark and Karen stifled a quiet laugh between them and he gave a relieved look. "Thank you."

"Now we're officially even," Karen laughed as she took her wine glass and swished it around a little. Clark could only smile in gratitude because at the moment, it was pretty hard to argue against that.


Later that evening, they returned to the apartment for a nightcap. Karen removed her shoes and sat down on the living room couch while Clark tossed his jacket aside and went to the kitchen to fetch a pair of tumblers and a bottle of scotch. He returned and poured a little bit of the liquor in the glasses before handing one to her. "Well, here's to an… 'interesting' night out and the best non-date I've been on."

They clinked glasses and took a little sip of their drinks before Karen gave a thoughtful look, "You know… I wasn't really expecting it, but I had fun. It was a nice little visit here, even with the whole killer robot attack."

"I guess we like to try and keep things interesting here in Metropolis," Clark chuckled, "But I'm glad you stuck around a little longer. Thanks."

"It's kind of a shame I never really spent much time touring around here and seeing how different it was from my own timeline," Karen mused, "With all my work, sometimes it feels like I don't get much of a chance to stop and sniff the roses, you know?"

"You mean to just act like a regular person?" Clark asked, "To just go out, do normal things and talk to someone else who gets it... the double edged sword of living a double life, huh?"

"Oh it's not all that bad," Karen laughed gently, "The superpowers are still pretty cool and so is the all attention from the adoring public."

"Oh… I'm not entirely sure it's just the superpowers that the general public is fixating on," Clark teased gently.

Karen frowned at the innuendo and gave a defensive huff while slapping his arm, "Oh no! Not you too!"

"I always did wonder a little why you've got that whole boob window thing going on with your outfit," Clark laughed as he continued to give her a hard time.

"It's for tactical reasons," Karen insisted.

"Uh huh... if you say so," Clark nodded, obviously humoring her.

"You know what? Just shut up and pour me another drink will you?" Karen sighed as she gave up arguing.

He refreshed their tumblers and got up to put the bottle away in the kitchen. While he did, Karen stood up to look around the apartment a little more. She paced about and compared the place to hers. Of course, she was used to her large expensive condo with nice furnishings and lots of air and light. Like her, Clark lived in a high rise and had a great view from his window and balcony, though it was probably half the size of her home and less cutting edge modern. Still, there was something to be said about the tidiness and simplicity of the place. It had a touch of Clark's modest Midwestern roots. It felt warm and homey.

She continued to walk around and she stopped when she saw some framed photos that were sitting on a nearby ledge. She got up and paced over to them to get a closer look. She immediately recognized the people in the photo as Clark's adoptive parents, Jonathan and Martha Kent. It looked like it was taken several years ago back out in the farmlands of Smallville. Karen couldn't help but smile at some of warm memories of their own kindness to her as well.

By now, Clark had returned and he walked over to join her by the ledge near the windows. Having been caught up in a moment of nostalgia caused Karen to slip up a little as she asked, "I'm guessing this is Ma and Pa Kent?"

Clark gave a surprised look and came over to the picture, "Yeah how did you…"

"Just taking an educated guess," she answered quickly, "And doing my best to not sound like a complete city girl."

Clark took the photo and gave a longing look to it before setting back down gently. She picked up on the look and asked, "How are your folks? You talk to them recently?"

Clark sat down with a slight frown, "I couldn't tell you. They both passed away some time ago."

"Oh… I'm so sorry," Karen said in surprise. That was certainly another new development on this Earth.

"Don't be," he answered trying to put on a good face about it, "I still miss them but I've gotten by on my own for a while now."

Karen glanced away with a wistful look, "Still… I'm sorry. I'm sorry you've had to be alone like this, especially not having much of a family at all now. That's no way to live."

"Maybe not, but I'm sure it's a lot worse for you," Clark answered as he continued to stand beside her and look at some of the other old pictures on display, "At least my life has always been here. I can't imagine what it would be like getting ripped away from everything I knew and loved… coming to a new reality where everything is similar but different... where you can't be totally sure of everything that you knew before."

Karen smiled faintly, "Well… at least I can tell you that you're still a lot like the same old Superman I knew from before."

"Yeah… about that," Clark said wrinkling his features, "I couldn't help but notice. You seem to know an awful lot about him."

"Oh, well… we were very close," Karen said prompting Clark to give a sideways glance.

"Wait… you don't mean like…"

"No! No! Nooooo!" Karen sputtered quickly, "It wasn't like that. It's… complicated."

Karen stopped and took a deep breath to collect herself before speaking again, "Superman was a person I really looked up to and admired. He helped me during a very difficult time in my life and he helped me to find my place on my own Earth. He and his family welcomed me and showed me nothing but love and kindness and I… I just…"

She didn't know if it was the the scotch, the nostalgic pictures of the Kent family, the memories of the past, or just the whirlwind events of the last few days but all of it began to wash over Karen all at once. It had been at least five years since she had spoken this frankly to someone. She was so used to being in control and keeping everything bottled up but now it was all beginning to spill out; the homesickness, the loneliness, the frustration, and the melancholy that had been buried under the outward persona of Karen Starr that she had crafted for herself. She reached for her eyes as they began to tear up a little and she fought back against a few sniffles.

"I'm sorry. This isn't how I normally am," she said as she tried to keep from crying a little, "Gosh, this is so embarrassing."

Clark came over and tentatively put an arm over her shoulder before drawing her into a comforting hug, "It's okay. There's no shame in it."

Karen hugged him back and continued to try and maintain her composure while her tears soaked into his shoulder, "I really miss him."

"For what it's worth, I'm still here and I promise this world's Superman is not going anywhere," he said trying to sound reassuring.

Karen wiped her eyes and pulled back slightly to study his face in silence. Again, maybe it was the liquor, the lonely feelings, the adrenaline rushes of the last few days, or a combination of them all, but in that moment there was a lot of unspoken feelings being conveyed. They felt a strange sense of camaraderie, a little fear, and maybe even a feeling of vulnerability too, a comforting sense that they could let their guards down and easily relate to one another. But in that hazy moment, there was also a bit of mutual attraction that didn't seem to dissipate the longer they stood there in each other's arms.

Clark gently brushed aside some Karen's blonde hair and slowly leaned forward touching his lips to hers. After a moment of hesitation, Karen closed her eyes and returned the gesture, wrapping her arms around is neck and drawing him close to her. As the warm tender kiss grew deeper and began to intensify, Karen gasped and suddenly let go, breaking off contact. She stepped back and covered her mouth while struggling to regain her wits. Whether it was a look of embarrassment or shame on her face, it was hard to tell. "I'm sorry... I... I shouldn't have done that."

Clark could only blink in surprise and confusion, "Wait... what?"

He watched as Karen quickly began to head toward the corner of the living room and fumble around trying recover her belongings that she took with her to Metropolis. "Hold on, did I do something wrong just now? Because if I did, I'm sorry..."

"No. No. Trust me, I'm the one who should be sorry," Karen said hurriedly grabbing her things, "This is all my fault and I shouldn't have stuck around this weekend. I should really go now. Uh... thank you for everything Clark."

He held out a hand to stop her at the doorway, "Wait Karen! Seriously, what the hell is going on here? Have you gone mental? One minute you like being around me and the next you're giving me the cold shoulder. Tell me what's going on in your head because I have no idea what to think anymore."

She paused and hesitated for a long moment deciding on whether or not she should drop the biggest bombshell. She had tried her best to stay away, to keep from bonding with others here on this Earth and most of all getting romantically involved with anyone. She had now failed in all three of her personal ground rules. At this point, she had nothing left to lose. "I didn't want to get involved with you before and I shouldn't have kissed you just now either."

"What? Why?"

Karen looked him right in the eye, "There was a reason I was so close to the Superman of my world. He was my cousin."

There was a long moment of silence as Clark feebly struggled to try and process that new fact after getting blindsided, "Your cousin? So that makes you like..."

"Kara? Yeah," Karen admitted, "Maybe like ten years older but that's me... kind of, anyway."

"You're really serious? You?" Clark asked again and she nodded apologetically.

He took a few steps back and looked to be at a complete loss, "I... don't know what to say."

"You don't have to say anything," Karen said, "I'm so sorry about all this. I... I should just keep this from getting any worse and just go. Excuse me."

She gave him one more quick kiss on the cheek before leaving out the door. The door clicked shut and Clark stood frozen in place wearing a blank look on his face. He still felt like his brain was working at half speed and he didn't know what to feel either. He could honestly say that in his short tenure as a superhero, he had seen some pretty crazy stuff already, but he was not at all prepared to deal with something like this. He wasn't sure if he felt more upset or embarrassed but whatever he would ultimately decide on, he felt like just as much of an idiot right now. At least for the moment, he was glad the rest of the Justice League wasn't very involved with this situation because if they were, he knew that Batman would be giving him his withering trademark glare and saying "I told you so."