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i will never stop losing my breath (every time i see you looking back at me)

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In retrospect, Tony doesn’t know why he didn’t see it coming. Well, not it specifically, but something- things have been going well, almost suspiciously well, for the last few weeks, and that’s usually when Tony’s luck tends to take a turn.

Which it does. Horrendously. Tony’s luck takes a turn like it’s a car in a monster truck derby, driven by a drunk driver who’s texting and eating a sandwich simultaneously. That is to say, it tanks hard around the corner.

It starts off as a normal movie night- Peter’s hogging the popcorn, Jan and Carol are sitting in the same big chair talking about something that apparently requires a lot of eyerolling, Jess is snoring with her head resting on Thor’s shoulder, and Steve is sitting with his arm casually draped across the back of the couch, the part that Tony’s sitting under.

It hasn’t been a good day, but it’s a good night so far, and Tony’s feeling more relaxed than he has in a long time. The movie is one he’s seen before, so he doesn’t really fight it when his eyes keep sagging closed.

He’s warm and sleepy and oddly content, the sounds of his teammates and the TV soft around him. He’s jarred back into focus when a piece of popcorn hits his forehead.

His eyes fly open, catching the popcorn that bounces into his lap. After a second’s thought, he pops it into his mouth. “Quit it, Peter.”

“Wasn’t me,” Peter insists, and then relents at Tony’s quirked eyebrow: “Fine, okay, it was. But Cap signalled me!”

Tony turns to look at Steve, who shrugs at him. There’s a smile tugging on his lips despite the bags under his eyes; he looks like he had as much as a stressful day as Tony did. “Sorry. Thought I should let you know you should go to sleep in your bed, rather than the couch.”

“So you got Peter to throw popcorn at me?”

“It seemed like a good idea at the time,” Steve says, and his arm shifts behind Tony as he adjusts it, skimming his shoulders. They’re a warm weight, and a welcome one. “Go to bed, Shellhead. You’ve seen this one before, I was there when we watched it.”

Tony lets his half-smile turn into a full one, remembering. “It was crappy back then, too.”

“Eh,” Steve says, in that tone that means he agrees but he’s not going to admit it. He lets his hand drop to Tony’s shoulder, squeezes slightly. “Get some shut-eye, yeah? You look like you need it.”

“If that was a slight against my appearance,” Tony starts, mock-menacing, but Steve’s already laughing it off.

“You look tired, is all.”

“Back at you.”

“Fair ‘nuff,” Steve says.

Tony yawns. His jaw cracks around it. “Might as well. Keep me posted on if the movie is indeed as crap as it was the last time we saw it.”

“Will do,” Steve says.

He’s withdrawing his arm from Tony’s shoulders when Tony leans in and kisses him on the mouth.

In all fairness, Tony is on autopilot when this happens. He’s had a long, hard day, and it’s possible he hasn’t slept in several long, hard days. He’s already half-asleep on the couch and he’s relaxed and happy, which is a rarity on its’ own, and he’s comfortable enough to let his guard down and get his body to do all the work without switching his brain on.

That should’ve been enough of a warning sign, but apparently not: Tony stretches, says goodnight to his teammates and gets varied responses back, and then he kisses Steve.

He only realizes what he’s done after he’s started to lean back, opening his eyes to see Steve’s blown wide, staring at Tony with his lips gone slack and a tiny furrow between his eyebrows.


Tony goes from relaxed to adrenaline-spiked in less than a second as reality sets in, the fact that he now knows what Steve’s lips feel like, chapped and tasting faintly of buttered popcorn, after a movie night. How many times has Tony fought against the urge to learn what they feel like- and now he knows, but he wasn’t ever supposed to. He was never supposed to have this knowledge, was only ever supposed to think about it and then push the thought away whenever he caught himself doing it.

Autopilot, Tony decides, can also be a good thing- it gets him kissing someone he’s been in love with for ten years, but it also gets him standing up, shock-stiff, gets his face to shut down and makes him not flinch when Jan says, “Um,” from the other side of the room in a way that means she definitely saw it, which means other people will have seen it, which means everyone is going to know about this and Tony isn’t going to be able to hide it anymore.

Not that he’s been doing a good job at hiding it in the first place, but.

“Tony,” Steve says, but Tony’s gone, he’s cursing himself for making the lounge so damn big as he walks across it, ducks through the doorway and flees.

Damnit. God-fucking-damnit.

Ten years, and now this one slip up- it might not be the final nail in the coffin that is Steve’s friendship with him, but it’s going to be a starting point. Steve might be willing to try to put it behind them, but after this he’s going to notice.

He’s going to start seeing every pathetic look Tony shoots his way, just because he likes looking at him. He’s going to notice when Tony leans into his touch or laughs a little too loud at his jokes or smiles too long or too blatantly at something he said. Because now he’s going to be on the lookout, and he’s going to notice, and eventually he’s going to have to let Tony down gently and tell him that they can’t be friends anymore because Steve can’t deal with how wholly, intimately, stupidly, Tony is in love with him, has been in love with him for years.

Tony can’t blame him. He only wonders how long it’ll take before the inevitable- maybe Steve will put it together tonight and break off their friendship the next time he sees Tony. Because he’s going to do it in person, no matter how uncomfortable he is. He supposes Steve’s thinking will be something like, we’ve been friends for ten years, I owe him that much. Owes Tony his eye contact and maybe an awkward hug when he lets Tony down gently.

He’s 90% sure Steve will do it gently. He can acknowledge that the other ten percent is probably just his low self esteem going haywire, combined with his imagination.

He gets down to the workshop and immediately sits down on the cot, puts his head in his hands. Fuck. He can already picture everyone’s faces, sympathetic, disgusted or otherwise. He’s going to have to do some serious damage control because of this.






He doesn’t drink. He thinks about it, is considering it profusely when Rhodey calls.

“Pepper called me,” he says. “You good, Tones?”

Tony pauses from where he’s on the verge of chewing his cheek bloody. “Who called Pep?”


Tony groans, swears through his teeth.

“Tones, it’s gonna be okay.”

“You REALLY don’t know that,” Tony sighs. He’s tinkering, but distractedly, he can’t remember what he’s making when he tries to concentrate on it. “Fuck. Fucking FUCKING FUCK.”


“Don’t,” Tony barks. “Fuck. Jim, I kissed him. I kissed him, I can’t believe I was that stupid, I wasn’t even paying attention, I just- let my head drift and it was, it was like muscle memory except I don’t go around kissing Steve.”

He throws his wrench across the room, regretting it instantly when it hits something he’s sure is important and shatters it. Well, shit. He’s breaking everything today.

“What was that?”

“Some workshop junk, don’t worry about it,” Tony says. He lets his head drop against the workbench, cool metal against his forehead. “I’m not drinking,” he adds after a moment. “You can calm down.”

“I’m calm,” Rhodey says, not even pausing.

Tony sighs again. His eyes sag closed. God, he’s tired. He can feel it pulsing through his brain. “’M tired,” he manages. “Rhodey.”

“Then go to sleep.”

“Don’t wanna,” Tony says, rubbing his palms over his closed eyes. “Don’t. Want to dream. Already know what I’d dream.”

“Mm,” Rhodey says understandingly. “Been there. You need me to come over?”

“No, I’m fine.”

“You always say that.”

“I’m always fine.”

When Rhodey starts to laugh, Tony joins in.





When Tony steps out of his workshop, he freezes. If he didn’t, he’d probably have time to disappear back in, but as it is, he freezes just long enough for Steve to notice movement and look up from his book.

“Wait,” Steve blurts, and Tony has never been able to refuse Steve anything except when he probably shouldn’t have.

He stops, hand on the doorknob, body screaming at him to get back to safety, to duck back into his workshop and hide there until Steve- god, smokes him out or something. “I’m sorry about last night.”

Steve’s tongue runs over his bottom lip absently, and Tony wonders for a fleeting moment if he’s remembering.

“Don’t worry about it,” Steve says. He keeps moving like he wants to fall into parade rest but is fighting against it. “I, uh. Uh.”

His throat works, and his expression goes into one that Tony doesn’t see that often, one that he’s named Steve’s ‘come-on-you-can-do-this-you’ve-killed-nazis’ face when he’s trying to build up his courage. Strangely enough, it never appears during missions, only social stuff.

Then again, Tony supposes telling one of your closest friends that you can’t be friends with them anymore is something you have to steel yourself for.

“I was wondering why you kissed me,” Steve says.

Tony rolls his tongue around in his mouth, hands going to his pockets. There’s a coin in there, despite never using them, and he fingers it for something to do with his hands as he puts on a bland smile. “I had a very long day, Cap. Forgot myself for a second. Won’t happen again.”

Steve nods, still with that little furrow between his eyebrows. “You forgot yourself,” he repeats, slow.

Shit. Shouldn’t have phrased it like that. “I mean I misplaced myself for a second. I thought you were someone else.”

Steve’s nod is jerky, this time. His jaw flexes. “Can I ask who you thought I was?”

The first one to come to mind is Rumiko, but thinking of her still sends tendrils of pain through Tony’s stomach, so instead he says, “Some other hot blonde.” He flashes a flimsy grin. “Again, sorry, I bet that had to be awkward for you.”

Steve forces a laugh. “Looked more awkward for you. You ran out of there like a bat outta hell.”

“Yeah. Well.” Tony struggles for words that won’t get him punched. “Thought it was the best thing to do, after accidentally kissing my best friend.”

“That’s- fair,” Steve says, and his fingers flex, closing and opening at his sides. He must really be agonizing about this, Tony thinks.

“I would’ve liked it if you would’a stayed,” Steve says in a rush. He shrugs and it’s far too fast. “We could’ve talked.”

“Mm.” Tony has to look away for a moment, training his eyes on the space above Steve’s right shoulder. “Yeah. Don’t think that would’ve ended well.”


“Just trust me on this, Cap.”

“I do trust you,” Steve says. “But I think you’re wrong about this.”

“And why do you think that, pray tell,” Tony says. He’s lost this whole conversation now, he knows that, can’t predict anything Steve will say next, just wants this whole thing over with so he can go and hide until someone drags him out of the workshop by his feet.

He’s expecting a lot of things, but none of them are what happens: Steve gets that ‘you can do this’ face on again, but a more concentrated version. Then he steps in, and in and in, and Tony steps back without noticing until Steve has him backed against a wall.

Steve moves in until their noses are almost brushing, and Tony looks up into his eyes and is lost in a dozen different ways.

“I.” Steve clears his throat. His eyes keep darting over Tony’s face, and there’s a blush working its way down his neck. The tips of his ears are flaring red. “I’m. I had this all planned out, I was- I’m gonna explain first.”

“First?” Tony doesn’t squeak it, but it’s close. His mind is shooting from all cylinders, vibrating with the proximity. Steve is so close Tony can count his eyelashes despite their paleness. “What’s after?”

Steve swallows. “Can I explain?”

Tony nods mutely, and Steve takes a deep breath, says, “After you- well, I called Pepper.”

Shit. “Why.”

“I always call Pepper when you start acting strange,” Steve says. Then he corrects himself: “Well. Stranger than usual.”

“I. Didn’t know that.”

“Yeah.” Steve rubs the back of his head, drops his hand back down. When he sighs, Tony feels the breath on his face. “And she, uh. She illuminated some things for me.”

Wonderful. Filing away the stab of betrayal for later, Tony says, “How so?”

“She said-” Steve wets his bottom lip again, and Tony doesn’t even watch because he’s too busy meeting Steve’s eyes. If this is one of the last times he’s going to get eye contact with Steve again, he’s going to milk the hell out of it. “She said you’re in love with me. You’ve been in love with me for a while.”

Damn. Tony thought he’d have a while before this happened. “Well. She certainly isn’t getting that holiday to Fiji.”


“It’s okay, Steve.” Tony brings up the flimsy grin again, since apparently it’s lapsed while he was distracted. He’s sure it looks about as real as the boob job on the last woman he slept with, but it’s better than nothing. “Really. Don’t feel bad about this, I completely understand. Hell, I’d probably do the same.”

Steve hovers on the edge of speech for a few seconds, then manages: “The same?”

“Break this off. Our friendship,” Tony clarifies. Then, when Steve’s expression goes from confused to weirdly panicked and miserable, Tony continues, “I swear, it’s fine, please don’t make that face-”


Tony rambles to a stop when Steve lifts his hand and carefully, deliberately strokes a few fingers across Tony’s cheekbone. When Tony doesn’t say anything, Steve keeps going, pressing his fingers lightly down the hinge of Tony’s jaw, down to graze his adam’s apple. They linger there as Tony swallows, then Steve’s hand comes up to touch the tips of two fingers against Tony’s bottom lip, feather-light.

Steve’s breath stutters in his throat before he says, “Just what about this makes you think I want to stop being friends?”

None of this computes. Tony’s mouth works wordlessly, and he shivers when it brushes Steve’s fingers. “Okay, I’m- I’m not getting what’s happening here. You said you’d explain, that usually means the explain-ee understands what’s happening after things get explained, and I’m very lost, Steve.”

His voice wavers at the end of it, so instead of coming off aloof as he planned, instead he sounds more bewildered and vaguely hurt.

It makes Steve’s face go pinched. “Sorry, I- sorry, I guess I’m not explaining myself well, am I?”

“Very much not,” Tony croaks.

“Right.” Steve touches Tony’s cheek again, cups it with his hand. Tony closes his eyes, still confused but savouring it anyway in case Steve comes to his senses. “Tony, the thing is, I’ve been in love with you for years, too. Almost a decade now.”

Tony’s eyelids jerk open. He stares at Steve, who looks back at him beseechingly, like he’s worried Tony’s going to start laughing at him. Tony’s eyes go all over his face, searching for some hint of- of something to indicate Steve’s fucking with him, or pitying him, or a hundred other reasons that make more sense than Steve loving him back.

“You’ve been,” Tony starts to repeat, and then trails off. “Oh.”

“Yeah.” Steve nods and Tony does the same out of habit.

“Really,” Tony says, and Steve’s laugh is achingly relieved.

“Yes, Tony. Really.”

“Oh,” Tony says again. He breathes out shakily.

“Tony?” Steve thumbs at his cheekbone. “Are you okay?”

“I’m, uh.” Tony leans into Steve’s hand, rubs his cheek into it. “I’m good. Freaking out a tiny bit. Hey, why, why did you- I mean, why- when did- what are you doing?”

Steve shrugs a little. “Trying to ask you to be in a relationship with me. Apparently I’m not doing a good job.”

“You could’ve said that,” Tony says weakly.

“Yeah. Could’ve. Should’ve,” Steve admits. “You know I’m no good at this.”

Tony bursts out with, “This isn’t a pity thing, right?”

He has to stop a whine when Steve’s thumb stops stroking distracted lines into his cheek. Steve is looking at him like he’s a sad puppy now. Shit.

“This isn’t a pity thing,” Steve confirms, and then he lifts his other hand up to Tony’s other cheek so he’s holding Tony’s face in his hands. “I promise. This is a me loving you thing. Okay?”

“Okay,” Tony says. “Okay.”

“Still freaking out?”

“A lot. Is it obvious?”

Steve nods, then frowns. “Hey, did you get to sleep last night?”

“Not… exactly.”

At first Tony thinks he’s going to break the record for how fast he can get into a fight with the person he’s dating, but then he’s stifling a yelp as Steve picks him up in his arms and starts walking them up the stairs.

“Gonna have to start clueing me in on things,” Tony says, and Steve huffs a laugh.

“I’m taking you to bed. Not like that,” he adds hastily when Tony’s gaze goes surprised. “I- not yet. I want to take you out first. Somewhere nice. Can we do that?”

It makes something warm and pleased curl up in Tony’s chest. “We can do that.”

“Good.” Steve kisses his forehead. “Hi, Peter.”

Tony cranes his head and sees Peter looking mortified, a box of cereal in one hand as he stands back to let them pass.

“Food belongs in the kitchen, not the hallways,” Steve tells him.

“Hi, Peter,” Tony says, and Peter’s mouth twitches like he’s not sure if he wants to laugh before Steve turns the corner and Peter vanishes from sight.

Steve doesn’t even put Tony down when they get to his room, instead he carries him to the bed and lowers him down on it. Then he stands there, fidgeting, until Tony says, “Did you get any sleep last night or did you sit there with your book waiting for me to come out of the workshop?”

“It was a good book,” Steve says, and Tony sighs, smiling.

“You want to climb in bed with me? No funny stuff, I promise. You’re taking me somewhere nice first.”

“Damn right,” Steve says.

Tony falls asleep with Steve next to him, his mouth pressing against Tony’s forehead.